the Co-Issuers have caused this Note to be duly executed.
Dated as of April 28, 2014
ARBOR REALTY COLLATERALIZED LOAN OBLIGATION 2014-1, LTD., as Issuer
By:
Name:
Title:
ARBOR REALTY COLLATERALIZED LOAN OBLIGATION 2014-1, LLC, as Co-Issuer
By:
Name:
Title:
C-1-7
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authenticating Agent
C-1-8
ASSIGNMENT FORM
For value received
hereby sell, assign and transfer unto
Please insert social security or other identifying number of assignee
Please print or type name and address, including zip code, of assignee:
the within Note and does hereby irrevocably constitute and appoint
Attorney to transfer the
Note on the books of the Issuer with full power of substitution in the premises.
Date:
Your Signature:
(Sign exactly as your name appears on this Note)
C-1-9
SCHEDULE A
This Note shall be issued in the original principal balance of U.S.$[·](6)
[·](7) on the Closing Date.
The following exchanges of a part of this
[Rule 144A][Regulation S] Global Security have been made:
Date of Exchange
Amount of
Decrease in
Principal Amount
of this
Global Security
Amount of
Increase in
Principal Amount
of this
Global Security
Principal Amount
of
this Global Security
following such
decrease (or
increase)
Signature of
authorized officer
of Trustee or
securities
Custodian
(6)
Rule 144A Global Security
(7)
Regulation S Global Security
C-1-10
EXHIBIT C-2
FORM OF CLASS C SECURED FLOATING RATE NOTE DUE 2024
DEFINITIVE NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND
NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT").
THIS NOTE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A)(X) EITHER (1) TO
A "QUALIFIED INSTITUTIONAL BUYER" (A "QIB"), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") OR (2) AN INSTITUTION THAT IS AN "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH
"ACCREDITED INVESTORS", AND (Y) WHO IS A "QUALIFIED PURCHASER" AS DEFINED IN
SECTION 2(a)(51) OF THE 1940 ACT AND THE RULES THEREUNDER (A "QUALIFIED
PURCHASER") AND IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QIB WHO IS A QUALIFIED PURCHASER, IN A PRINCIPAL AMOUNT OF NOT LESS THAN
U.S.$250,000 (AND INTEGRAL MULTIPLES OF U.S.$500 IN EXCESS THEREOF) FOR THE
PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR
(3) TO A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION," AS DEFINED IN
REGULATION S