Arbor Realty Trust,Inc. (NYSE:ABR) Files An 8-K Entry into a Material Definitive Agreement

The Issuer entered into a Loan Obligation Management Agreement
with Arbor Realty Collateral Management, LLC, a consolidated
subsidiary of Arbor (the Loan Obligation Manager) to which the
Loan Obligation Manager has agreed to advise the Issuer on
certain matters regarding the loan obligations and other
eligible investments securing the Notes. The Loan Obligation
Manager has waived its right to receive a management fee for
the services rendered under the Loan Obligation Management
Agreement.

The Issuer, the Loan Obligation Manager and the trustee entered
into a Servicing Agreement with Arbor Multifamily Lending, LLC,
a wholly owned subsidiary of Arbor (the Servicer) to which the
Servicer has agreed to act as the servicer and special servicer
for the loan obligations. In connection with its duties under
the Servicing Agreement, the Servicer has waived its right to
servicing and special servicing fees but will be entitled to
reimbursement of certain costs and expenses.

The Notes represent non-recourse obligations of the Issuer
payable solely from the loan obligations and certain other
assets pledged under the Indenture. To the extent the loan
obligations and other pledged assets are insufficient to make
payments in respect of the Notes, neither of the Issuers will
have any obligation to pay any further amounts in respect of
the Notes.

The Notes have an initial weighted average interest rate of
approximately 1.99% plus one-month LIBOR. Interest payments on
the Notes are payable monthly, beginning on May15, 2017, to and
including April15, 2027, the stated maturity date of the Notes.
As advancing agent under the Indenture, Arbor Realty SR,Inc., a
consolidated subsidiary of Arbor, may be required to advance
interest payments due on the Notes on the terms and subject to
the conditions set forth in the Indenture. Arbor Realty SR,Inc.
is entitled to receive a fee, payable on a quarterly basis in
accordance with the priority of payments set forth in the
Indenture, equal to 0.07% per annum on the aggregate
outstanding principal amount of the Notes.

Each Classof Notes will mature at par on April15, 2027, unless
redeemed or repaid prior thereto. Principal payments on each
Classof Notes will be paid at the stated maturity in accordance
with the priority of payments set forth in the Indenture.
However, it is anticipated that the Notes will be paid in
advance of the stated maturity date in accordance with the
priority of payments set forth in the Indenture. The weighted
average life of the Notes is currently expected to be between
3.6 years and 4.8 years. The calculation of the weighted
average lives of the Notes assumes certain collateral
characteristics including that there are no prepayments,
defaults, extensions or delinquencies. There is no assurance
that such assumptions will be met.

In general, payments of interest on the ClassA Notes (including
any defaulted interest amount) will be senior to all payments
of interest on the ClassB Notes and ClassC Notes (including any
defaulted interest amount) and payments of interest on the
ClassB Notes (including any defaulted interest amount) will be
senior to all payments of interest on the ClassC Notes
(including any defaulted interest amount). In general, payments
of principal of the ClassA Notes will be senior to all payments
of principal of the ClassB Notes and ClassC Notes and payments
of principal on the ClassB Notes will be senior to all payments
of principal on the ClassC Notes. Payments on the Notes will be
senior to dividends and all other distributions in respect of
the preferred shares.

The Notes are subject to a clean-up call redemption (at the
option of and at the direction of the Loan Obligation Manager),
in whole but not in part, on any interest payment date on which
the aggregate outstanding principal amount of the Notes has
been reduced to 10% of the aggregate principal amount of the
Notes outstanding on the issuance date.

Subject to certain conditions described in the Indenture, on
November15, 2019, and on any interest payment date thereafter,
the Issuer may redeem the Notes and the Preferred Shares at the
direction of the holders of a majority of the Preferred
Shareholders.

The Notes are also subject to a mandatory redemption on any
interest payment date on which certain note protection tests
set forth in the Indenture are not satisfied and following the
end of the 120-day period for acquisition of additional assets
if the ratings assigned to the Notes as of the Closing Date are
downgraded or withdrawn. Any mandatory redemption of the Notes
is to be paid from interest and principal proceeds of the loan
obligations in accordance with the priority of payments set
forth in the Indenture, until the applicable note protection
tests are satisfied or the applicable ratings are reinstated.

If certain events occur that would make the Issuer subject to
paying U.S. income taxes or would make certain payments to or
from the Issuer subject to withholding tax, then the holders of
a majority of the Preferred Shareholders may require that the
Issuer prepay all of the Notes.

Arbor Realty SR,Inc. has agreed to comply with the retention
requirements of Regulation RR under the Securities Exchange Act
of 1934, as amended, by causing a majority-owned affiliate (as
defined in Regulation RR) to retain Preferred Shares in an
amount equal to not less than 5% of the fair value of the Notes
and Preferred Shares as of the Closing Date. However, if
Regulation RR is modified or repealed, Arbor Realty SR,Inc. may
choose to comply with Regulation RR as is then in effect.

The redemption price for each Classof Notes is generally the
aggregate outstanding principal amount of such Class, plus
accrued and unpaid interest (including any defaulted interest
amounts).

In addition to standard events of default, the Indenture also
contains the following events of default: (1)the requirement of
the Issuer, Co-Issuer or pool of assets securing the Notes to
register as an investment company under the Investment Company
Act of 1940, as amended, and (2)the loss of the Issuers status
as a qualified REIT subsidiary or other disregarded entity of
Arbor Realty SR,Inc.

Item 7.01 Regulation FD
Disclosure.

On April11, 2017, the Company issued a press release announcing
the closing of the commercial real estate mortgage
securitization disclosed in Items 1.01 and 2.03 of this
Form8-K, a copy of which is furnished as Exhibit99.1 hereto.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits