Common use of Other (explain Clause in Contracts

Other (explain. If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan Asset. If box 3, 4 or 5 above is checked, upon our return of all of the above Required Loan Documents to you as the Collateral Custodian please acknowledge your receipt by signing in the space indicated below, and returning this form. Exhibit J-3 TWIN BROOK CAPITAL FUNDING XXXIII MSPV, LLC, as the Borrower By: ______________________________ Name: Title: AGTB FUND MANAGER, LLC, as the Servicer By: ______________________________ Name: Title: Acknowledgement of the Required Loan Documents returned to the Collateral Custodian. The Bank of New York Mellon Trust Company, National Association, as the Collateral Custodian By: ________________________________ Name: Title: Exhibit J-4 Consent of the Administrative Agent: Xxxxxx Xxxxxxx Asset Funding, Inc., as the Administrative Agent By: ________________________________ Name: Title: EXHIBIT K FORM OF ASSIGNMENT AND ACCEPTANCE ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (this "Assignment and Acceptance") is dated as of the Effective Date set forth below and is entered into by and between [______] (the "Assignor") and [______] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan and Servicing Agreement identified below (the "Loan and Servicing Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

Other (explain. If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were Underlying Instruments was previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan AssetObligation. If box 3, 4 or 5 3 above is checked, upon our return of all of the above Required Loan Documents documents to you as the Collateral Custodian Custodial Securities Intermediary, please acknowledge your receipt by signing in the space indicated below, below and returning this form. Exhibit J-3 TWIN BROOK CAPITAL FUNDING XXXIII MSPVIf box 3 above is checked, LLCit is hereby acknowledged that a security interest pursuant to the Uniform Commercial Code in the Loan Obligation described above and in the proceeds of said Loan Obligation has been granted to the Trustee pursuant to the Indenture. If box 3 above is checked, in consideration of the aforesaid delivery by the Custodial Securities Intermediary, the Loan Obligation Manager hereby agrees to hold said Loan Obligation in trust for the Trustee, as provided under and in accordance with all provisions of the Borrower By: ______________________________ Name: Title: AGTB FUND MANAGERIndenture and the Loan Obligation Management Agreement, LLCand to return said Loan Obligation to the Custodial Securities Intermediary no later than the close of business on the twentieth (20th) Business Day following the date hereof or, if such day is not a Business Day, on the immediately preceding Business Day. The Loan Obligation Manager hereby acknowledges that it shall hold the above-described Loan Obligation and any related Underlying Instruments in trust for, and as the Servicer By: ______________________________ Name: Title: Acknowledgement of bailee of, the Required Trustee, and shall return said Loan Documents returned Obligation and any related documents only to the Collateral Custodian. The Bank of New York Mellon Trust Company, National Association, as the Collateral Custodian By: ________________________________ Name: Title: Exhibit J-4 Consent of the Administrative Agent: Xxxxxx Xxxxxxx Asset Funding, Inc., as the Administrative Agent By: ________________________________ Name: Title: EXHIBIT K FORM OF ASSIGNMENT AND ACCEPTANCE ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (this "Assignment and Acceptance") is dated as of the Effective Date set forth below and is entered into by and between [______] (the "Assignor") and [______] (the "Assignee")Custodial Securities Intermediary. Capitalized terms used but not defined herein shall in this Request have the meanings given assigned to them in the Loan Indenture, dated as of February 27, 2015, by and Servicing Agreement identified below among Arbor Realty Commercial Real Estate Notes 2015-FL1, LTD., as Issuer, Arbor Realty Commercial Real Estate Notes 2015-FL1 LLC, as Co-Issuer, Arbor Realty SR, Inc. as Advancing Agent, and U.S. Bank National Association, as Trustee, Paying Agent, Calculation Agent, Transfer Agent, Custodial Securities Intermediary, Backup Advancing Agent and Notes Registrar. ARBOR REALTY COLLATERAL MANAGEMENT, LLC By: Name: Title: Acknowledgment of documents returned: U.S. BANK NATIONAL ASSOCIATION By: Name: Title: Date: EXHIBIT H FORM OF NRSRO CERTIFICATION [Date] Arbor Realty Commercial Real Estate Notes 2015-FL1, Ltd. c/o MaplesFS Limited P.O. Box 1093, Queensgate House Grand Cayman, KY1-1102 Cayman Islands U.S. Bank National Association 000 Xxxxx XxXxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Arbor Realty Commercial Real Estate Notes 2015-FL1, Ltd. and Arbor Realty Commercial Real Estate Notes 2015-FL1 LLC In accordance with the requirements for obtaining certain information pursuant to the Indenture, dated as of February 27, 2015 (the "Loan and Servicing Agreement"“Indenture”), receipt of a copy of which is by and among Arbor Realty Commercial Real Estate Notes 2015-FL1, Ltd. (the “Issuer”), as Issuer, Arbor Realty Commercial Real Estate Notes 2015-FL1 LLC, as Co-Issuer, Arbor Realty SR, Inc., as Advancing Agent, and U.S. Bank National Association (the “Trustee”), as Trustee, the undersigned hereby acknowledged by the Assignee. The Standard Terms certifies and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance agrees as if set forth herein in full.follows:

Other (explain. If box 1 or 2 Bxx 0 xx Xxx 0 above is checked, and if all or part of the Required Loan Documents were previously released to us, please release to us the Required Loan Documents Documents, requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan Asset. If box 3, 4 or 5 above is checked, upon our return of all of the above Required Loan Documents to you as the Collateral Custodian please acknowledge your receipt by signing in the space indicated below, and returning this form. Exhibit J-3 TWIN BROOK CAPITAL XXXXXXXX XXXXXX FUNDING XXXIII MSPV, LLC, as the Borrower By: _____________________Name: Title: Consent of Administrative Agent: HSBC BANK USA, NATIONAL ASSOCIATION, as the Administrative Agent By: Name: Title: Date: EXHIBIT N FORM OF TRANSFEREE LETTER _________ Name__, 20___ FS Investment Corporation as the Transferor and as the Collateral Manager 200 Xxxxx Xxxxxxxxx Philadelphia, PA 19112 Attn: TitleGxxxxx X. Xxxxxxxxxx, President Email: AGTB FUND MANAGERCxxxxx.Xxxxxxx@xxxxxxxxxxxxx.xxx Hxxxxxxx Street Funding LLC as the Borrower 200 Xxxxx Xxxxxxxxx Philadelphia, PA 19112 Attn: Gxxxxx X. Xxxxxxxxxx, President Email: Cxxxxx.Xxxxxxx@xxxxxxxxxxxxx.xxx With a copy to: HSBC Bank USA, National Association as the Administrative Agent Corporate Trust & Loan Agency 400 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Loan Agency Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 Email: CXXXXX.XxxxXxxxxx@xx.xxxx.xxx Re: Hxxxxxxx Street Funding LLC Revolving Notes Ladies and Gentlemen: In connection with our acquisition of the above-captioned Revolving Notes (the “Notes”), we certify that (a) we understand that the Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and are being assigned to us in a transaction that is exempt from the registration requirements of the Securities Act and any such laws, (b) we are (i) a non-“U.S. Person” (as defined in Regulation S under the Securities Act) or (ii) (x) either a Qualified Institutional Buyer under Rule 144A of the Securities Act or an institutional “Accredited Investor” as defined in Rule 501(a)(1)-(3) or (7) under the Securities Act and (y) a “qualified purchaser” under the 1940 Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Notes, (c) [we are an Affiliate of the [applicable Lender] or a Permitted Assignee], (d) we have had the opportunity to ask questions of and receive answers from the Transferor and the Collateral Manager concerning the purchase of the Notes and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Notes, (e) we are acquiring the Notes for investment for our own account and not with a view to any distribution of such Notes (but without prejudice to our right at all times to sell or otherwise dispose of the Notes in accordance with clause (g) below), (f) we have not offered or sold any Notes to, or solicited offers to buy any Notes from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Securities Act, (g) we will not sell, assign or otherwise dispose of any Notes unless (1) such sale, assignment or other disposition is made pursuant to an effective registration statement under the Securities Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this certificate that such sale, assignment or other disposition may be made pursuant to an exemption from the Securities Act, (2) the purchaser or assignee of such Notes has executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or assignee has otherwise complied with any conditions for assignment set forth in the Loan and Security Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”), by and among Hxxxxxxx Street Funding LLC, as the Servicer By: ______________________________ Name: Title: Acknowledgement of the Required Loan Documents returned to the Collateral Custodian. The Borrower, HSBC Bank of New York Mellon Trust CompanyUSA, National Association, as the Collateral Custodian By: ________________________________ Name: Title: Exhibit J-4 Consent Administrative Agent, each of the Administrative Agent: Xxxxxx Xxxxxxx Asset FundingLenders from time to time party thereto, Inc.each of the Lender Agents from time to time party thereto and U.S. Bank National Association, as the Administrative Agent Collateral Agent, as the Account Bank and as the Custodian and (h) the purchaser is not acquiring a Note, directly or indirectly, for or on behalf of an employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended, and/or Section 4975 of the Internal Revenue Code of 1986, as amended, or any entity, the assets of which would be deemed plan assets under Section 3(42) of ERISA and the Department of Labor regulations set forth at 29 C.F.R. §2510.3–101; unless Prohibited Transaction Class Exemption (“PTCE”) 84–14, PTCE 90–1, PTCE 91–38, PTCE 95–60 or PTCE 92–23 or some other applicable prohibited transaction exemption is applicable such that the acquisition and holdings of such Notes will not constitute or result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code. Capitalized terms used but not defined herein shall have the meanings set forth or incorporated by reference in the Loan and Security Agreement. Very truly yours, Print Name of Assignee: By: Responsible Officer EXHIBIT O FORM OF POWER OF ATTORNEY TO COLLATERAL AGENT AND ADMINISTRATIVE AGENT HXXXXXXX STREET FUNDING LLC [________________________________ Name: Title: EXHIBIT K FORM OF ASSIGNMENT AND ACCEPTANCE ASSIGNMENT AND ACCEPTANCE ], 2016 This Assignment Power of Attorney is executed and Acceptance delivered by Hxxxxxxx Street Funding LLC, as the Borrower, to [U.S. Bank National Association][HSBC Bank USA, National Association], as the [Collateral Agent][Administrative Agent] (this "Assignment in such capacity, the “Attorney”), pursuant to Section 5.01(dd) of that Loan and Acceptance") is Security Agreement, dated as of December 15, 2016 (as amended, supplemented or otherwise modified from time to time, the Effective Date set forth below “Loan and is entered into Security Agreement”), by and between [______] among Hxxxxxxx Street Funding LLC, as the borrower (the "Assignor"“Borrower”), HSBC Bank USA, National Association, as the administrative agent (the “Administrative Agent”), each of the Lenders from time to time party thereto (the “Lenders”), each of the Lender Agents from time to time party thereto (the “Lender Agents”) and [______] U.S. Bank National Association, as the collateral agent (in such capacity, the "Assignee"“Collateral Agent”), as the account bank (in such capacity, the “Account Bank”) and as the custodian (in such capacity, the “Custodian”). Capitalized terms used but not defined herein shall have the meanings given to them set forth or incorporated by reference in the Loan and Servicing Agreement identified below Security Agreement. No person to whom this Power of Attorney is presented, as authority for the Attorney to take any action or actions contemplated hereby, shall inquire into or seek confirmation from the Borrower as to the authority of the Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to the Attorney while an Event of Default is Continuing or following the Termination Date the authority to take and perform the actions contemplated herein, and the Borrower irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or canceled by the Borrower until all obligations of the Borrower under the Transaction Documents (other than unmatured contingent indemnification obligations) have been indefeasibly paid in full and the "Attorney has provided its written consent thereto (which consent shall not be unreasonably withheld or delayed). Xxxxxxxx Xxxxxx Funding LLC hereby irrevocably constitutes and appoints the Attorney (and all officers, employees or agents designated by the Attorney), solely in connection with the enforcement of the rights and remedies of the Administrative Agent, the Collateral Agent, the Lenders, the Lender Agents and the other Secured Parties under the Loan and Servicing Security Agreement and in connection with notifying Obligors of the Secured Parties’ interest in the Collateral Portfolio pursuant to Section 5.01(dd) of the Loan and Security Agreement", with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the Borrower’s place and stead and at the Borrower’s expense and in the Borrower’s name or in the Attorney’s own name, from time to time while an Event of Default is Continuing or following the Termination Date in the Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to exercise remedies available under the Loan and Security Agreement and the other Transaction Documents, and, without limiting the generality of the foregoing, hereby grants to the Attorney the power and right, on its behalf, without notice to or assent by it, to do the following: (a) open mail for the Borrower, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices; (b) effect any repairs to any of the Borrower’s assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against the Borrower or the Borrower’s property; (d) to the extent related to the Collateral Portfolio and the transactions contemplated by the Transaction Documents, defend any suit, action or proceeding brought against the Borrower if the Borrower does not defend such suit, action or proceeding or if the Attorney reasonably believes that it is not pursuing such defense in a manner that will maximize the recovery to the Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as the Attorney may deem appropriate; (e) file or prosecute any claim, litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by the Attorney for the purpose of collecting any and all such moneys due to the Borrower whenever payable and to enforce any other right in respect of the Borrower’s property; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise dispose of, grant a security interest (of whatever kind) in or otherwise deal with, any of the Borrower’s property, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) to give any necessary receipts or acquittance for amounts collected or received under the Loan and Security Agreement; (h) to make all necessary transfers of the Collateral Portfolio in connection with any such sale or other disposition made pursuant to the Loan and Security Agreement; (i) to execute and deliver for value all necessary or appropriate bills of sale, transfers, assignments and other instruments in connection with any such sale or other disposition of the Collateral Portfolio, the Borrower hereby ratifying and confirming all that the Attorney (or any substitute) shall lawfully do or cause to be done hereunder and pursuant hereto; (j) to send such notification forms as the Attorney deems appropriate to give notice to Obligors of the Secured Parties’ interest in the Collateral Portfolio; (k) to sign any agreements, orders or other documents in connection with or pursuant to any Transaction Document; and (l) to cause the certified public accountants then engaged by the Borrower to prepare and deliver to the Attorney at any time and from time to time, promptly upon the Attorney’s request, any reports required to be prepared by or on behalf of the Borrower under the Transaction Documents, all as though the Attorney were the absolute owner of the Borrower’s property for all purposes, and to do, at the Attorney’s option and the Borrower’s expense, at any time or from time to time, all acts and other things that the Attorney reasonably deems necessary to perfect, preserve or realize upon the Collateral Portfolio and the Liens of the Collateral Agent, for the benefit of the Secured Parties, thereon (including without limitation the execution and filing of UCC financing statements and continuation statements), receipt of a copy of which is hereby acknowledged by all as fully and effectively as the AssigneeBorrower might do. The Standard Terms and Conditions set forth in Annex 1 attached hereto are Borrower hereby agreed ratifies, to and incorporated herein the extent permitted by reference and made a part of this Assignment and Acceptance as if set forth herein in fulllaw, all that said Attorney shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY SHALL BE SUBJECT TO THE PROVISIONS REGARDING GOVERNING LAW, JURY WAIVER, CONSENT TO JURISDICTION AND SERVICE OF PROCESS SET FORTH IN SECTIONS 11.06 AND 11.11 OF THE LOAN AND SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

Other (explain. If box 1 or 2 above is checked, and if all or part of the Required Loan Documents were Mortgage Asset File was previously released to us, please release to us the Required Loan Documents requested in our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Loan Purchased Asset. If box 3, 4 or 5 3 above is checked, upon our return of all of the above Required Loan Documents documents to you as the Collateral Custodian Custodian, please acknowledge your receipt by signing in the space indicated below, and returning this form. Exhibit J-3 TWIN BROOK CAPITAL FUNDING XXXIII MSPVIt is hereby acknowledged that a security interest pursuant to the Uniform Commercial Code in the Purchased Assets described above and in the proceeds of said Purchased Assets has been granted to Buyer pursuant to the Repurchase Agreement. In consideration of the aforesaid delivery by Custodian, LLCthe Servicer hereby agrees to hold said Purchased Assets in trust for Buyer as provided under and in accordance with all provisions of the Custodial Agreement and to return said Purchased Assets to Custodian no later than the close of business on the tenth day following the date hereof or, if such day is not a Business Day, on the immediately preceding Business Day. The Servicer hereby acknowledges that it shall hold said Purchased Assets in trust for, and as the Borrower bailee of, Buyer and shall return said Purchased Assets only to Custodian. [STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.][ STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C.] By: ______________________________ Name: Title: AGTB FUND MANAGER, LLC, as the Servicer Date: Acknowledged and Agreed: [SERVICER] By: ______________________________ Name: Title: Acknowledgement of the Required Loan Documents returned to the Collateral Custodian. The Bank of New York Mellon Trust CompanyXXXXX FARGO BANK, National AssociationN.A., as the Collateral Custodian Buyer By: ________________________________ Name: Title: Exhibit J-4 Consent Annex 5-B-2 Acknowledgment of the Administrative AgentDocuments returned to Custodian: Xxxxxx Xxxxxxx Asset FundingXXXXX FARGO BANK, Inc., as the Administrative Agent N.A. By: ________________________________ Name: Title: EXHIBIT K FORM OF ASSIGNMENT AND ACCEPTANCE ASSIGNMENT AND ACCEPTANCE This Assignment Date: Annex 5-B-3 Annex 5-C Request for Release Dated: [ ] [ ], [20 ] The undersigned, [ ] (“Seller”), requests release from Xxxxx Fargo Bank, N.A., acting as agent, bailee and Acceptance custodian (this "Assignment in such capacity, “Custodian”) for the exclusive benefit of Buyer (as that term and Acceptance") is other capitalized terms not otherwise defined herein are defined in that certain Amended and Restated Master Repurchase and Securities Contract (the “Agreement”), dated as of February 28, 2011, among Starwood Property Mortgage Sub-2, L.L.C. and Starwood Property Mortgage Sub-2, L.L.C., as Seller, and Xxxxx Fargo Bank, N.A., as Buyer, of the Effective Date set forth below and is entered into by and between [______following described documentation for the identified Eligible Assets, possession of which shall be delivered to [ ] (the "Assignor"“Approved Purchaser”) in connection with the sale thereof. The anticipated closing date for such sale is [ ] [ ], [20 ], and the anticipated purchase proceeds shall equal: $ . Description of Purchased Asset Note Amount Asset Document Delivered Please send the referenced documentation to: [______NAME OF PURCHASER] [ADDRESS] [TELEPHONE] [ATTENTION:] Please deliver documents to the Approved Purchaser via [ ], accompanied by a transmittal letter in the form of Annex 10 of the agreement relating to this Annex 5-C. [STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C.][ STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C.] as Seller By: Name: Title: Acknowledged and Agreed: XXXXX FARGO BANK, N.A., as Buyer By: Name: Title: Annex 5-C-2 Annex 6 AUTHORIZED REPRESENTATIVES OF BUYER Name Title Specimen Signature Annex 6-1 Annex 7 AUTHORIZED REPRESENTATIVES OF SELLER Name Title Specimen Signature Annex 7-1 Annex 8 AUTHORIZED REPRESENTATIVES OF CUSTODIAN Name Title Specimen Signature Annex 8-1 Annex 9 FORM OF LOST NOTE AFFIDAVIT I, as [ ] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan and Servicing Agreement identified below title) of Xxxxx Fargo Bank, N.A. (the "Loan and Servicing Agreement"“Custodian”), receipt am authorized to make this Lost Note Affidavit on behalf of a copy Custodian. In connection with the administration of which is hereby acknowledged the Purchased Assets held by the Assignee. The Standard Terms Custodian on behalf of Xxxxx Fargo Bank, N.A. (“Buyer”), [ ] (hereinafter called “Deponent”), being duly sworn, deposes and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.says that: