SECOND AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT

Exhibit 10.1

SECOND AMENDED AND RESTATED
MANAGEMENT AND ADVISORY AGREEMENT

          THIS SECOND AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT is made as of August 6, 2009 (the “ Agreement ”) by and among ARBOR REALTY TRUST, INC., a Maryland corporation (“ Parent REIT ”), ARBOR REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“ Operating Partnership ”), ARBOR REALTY SR, INC., a Maryland corporation (“ Sub-REIT ” and together with the Parent REIT and the Operating Partnership, the “ Company ”), and ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company (together with its permitted assigns, “ Manager ”).

W I T N E S S E T H :

          WHEREAS, Parent REIT, Manager and the Operating Partnership have entered into the Management and Advisory Agreement, dated as of July 1, 2003 (the “ Original Management Agreement ”);

          WHEREAS, Parent REIT, Manager, the Operating Partnership and the Sub-REIT agreed to amend and restate the Original Management Agreement by entering into the Amended and Restated Management and Advisory Agreement, dated as of January 18, 2005, as amended on February 17, 2007, and as further amended on June 18, 2008 (as amended, the “ First Amended Management Agreement ”).

          WHEREAS, Parent REIT, Manager, Operating Partnership and Sub-REIT desire to amend and restate the First Amended Management Agreement in its entirety on the terms and conditions hereinafter set forth.

          NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

     1.  Definitions . The following terms have the meanings assigned them:

          (a) “ 2009 Incentive Fee ” has the meaning assigned in Section 8(c)(v)(A).

          (b) “ 450 West 33 ^rd Street Incentive Fee ” means the Company’s payment of $19,047,949 to the Manager in August 2007 in accordance with the terms of the amendment, dated February 17, 2007, to the First Amended Management Agreement.

          (c) “ 450 West 33 ^rd Street Guaranty ” means, collectively, (1) the guaranty by Sub-REIT pursuant to that certain Guaranty, dated as of June 12, 2007, by the parties identified as Guarantors on Exhibit A thereto to 450 Holding LLC and for the benefit of Wachovia Bank, National Association, a true and correct copy of which is attached hereto as Annex I , and (2) [Sub-REIT]’s obligations as a member of 450 Holding LLC pursuant to that certain Guaranty, dated as of June 12, 2007, by 450 Holding LLC to Wachovia Bank, National Association, a true and correct copy of which is attached hereto as Annex II .

          (d) “ Agreement ” has the meaning assigned in the first paragraph.

          (e) “ Agreed-Upon Manager Budget ” has the meaning assigned in Section 8(a)(i)(A).

          (f) “ Approved Bonus Amount ” has the meaning assigned in Section 8(a)(iv)(B).

          (g) “ Board of Directors ” means the Board of Directors of Parent REIT.

          (h) “ Calculation Delivery Date ” has the meaning assigned in Section 8(c)(iv).

          (i) “ CDO Special Servicing Fees ” means any fees and other compensation payable to any servicer or special servicer of any collateralized debt obligation of any Subsidiary.

          (j) “ Code ” means the Internal Revenue Code of 1986, as amended.

          (k) “ Common Share ” means a share of capital stock of Parent REIT now or hereafter authorized and issued as common voting stock of Parent REIT.

          (l) “ Company ” has the meaning assigned in the first paragraph.

          (m) “ Company Account ” has the meaning assigned in Section 5.

          (n) “ Company Cause ” means any reason for termination of this Agreement set forth in Section 13(c).

          (o) “ Company Target Investments ” means multifamily and commercial mortgage loans, customized financing transactions, including bridge loans, mezzanine loans, preferred equity investments, note acquisitions and participation interests in owners of real properties, and commercial mortgage-backed securities.

          (p) “ Company Termination Notice ” has the meaning assigned in Section 13(b).

          (q) “ Compensation Committee ” means the Compensation Committee of the Board of Directors.

          (r) “ Cost Reimbursement Installment ” has the meaning assigned in Section 8(a)(ii).

          (s) “ Covered Manager Employee ” has the meaning assigned in Section 8(a)(i)(A).

          (t) “ Credit Committee ” means the Company’s Credit Committee consisting of the Company’s Chief Financial Officer and Chief Credit Officer and certain other officers of the Company and the Manager.

          (u) “ Cure Period ” has the meaning assigned in Section 13(e).

          (v) “ Discretionary Bonus Recipients ” has the meaning assigned in Section 8(a)(iv)(A).

          (w) “ Effective Company Termination Date ” has the meaning assigned in Section 13(b).

          (x) “ Effective Manager Termination Date ” has the meaning assigned in Section 13(d).

          (y) “ Excess Funds ” has the meaning assigned in Section 2(g).

          (z) “ Excess Quarterly Costs ” has the meaning assigned in Section 8(a)(i)(C).

          (aa) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          (bb) “ Funds from Operations ” has the meaning assigned by the National Association of Real Estate Investment Trusts and means net income (computed in accordance with GAAP) excluding gains (or losses) from debt restructuring and sales of property, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures; provided, however, that:

          (i) for the calendar quarter and corresponding fiscal year in which Parent REIT records a book gain on the 450 West 33rd Street Investment, the amount of such book gain will be excluded from Funds from Operations in such calendar quarter and corresponding fiscal year, and

          (ii) if an allowance for a loss or an impairment of an Investment that is a Company Target Investment is recognized in the Company’s income statement prepared in accordance with GAAP, any subsequent recovery of such loss or impairment that is recorded in the Company’s income statement prepared in accordance with GAAP shall be excluded from Funds from Operations, except as follows: (A) 20% of the amount of such subsequent recovery will be included in Funds from Operations for the remainder of the fiscal year in which such subsequent recovery occurs, applied proportionally for each remaining quarter in such fiscal year, (B) an additional 20% of such amount shall be included in Funds from Operations for the next succeeding year at the rate of one-fourth per calendar quarter, and (C) an additional 20% of such amount shall be included in Funds from Operations for the second succeeding year at the rate of one-fourth per calendar quarter.

          (cc) “ GAAP ” means generally accepted accounting principles in effect in the U.S. on the date such principles are applied, consistently applied.

          (dd) “ Governing Instruments ” means, with respect to any Person, the articles of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and partnership agreement in the case of a general or limited partnership or the articles of formation and operating agreement in the case of a limited liability company.

          (ee) “ Guidelines ” has the meaning assigned in Section 2(b)(i).

          (ff) “ Incentive Fee ” has the meaning assigned in Section 8(c)(i).

          (gg) “ Incentive Fee Payment ” has the meaning assigned in Section 8(c)(ii).

          (hh) “ Includable Gains ” means gains from debt restructurings and sales of properties, subject to the limitation on the inclusion of certain gains in Funds From Operations set forth in Section 1(bb)(ii) with respect to any subsequent recovery of prior recognized losses and impairments of any such applicable debt restructurings and sales of properties.

          (ii) “ Independent Directors ” means the members of the Board of Directors who are not officers or employees of Manager or the Company and who are otherwise “independent” in accordance with Parent REIT’s Governing Instruments.

          (jj) “ Investment Company Act ” means the Investment Company Act of 1940, as amended.

          (kk) “ Investments ” means the investments of the Company.

          (ll) “ Management Fee ” means the Cost Reimbursement plus the Incentive Fee.

          (mm) “ Manager ” has the meaning assigned in the first paragraph.

          (nn) “ Manager Cause ” means any reason for termination of this Agreement set forth in Section 13(e).

          (oo) “ Manager Change of Control ” means a change in the direct or indirect (i) beneficial ownership of more than fifty percent (50%) of the combined voting power (of any Person together with any affiliates of such Person or Persons otherwise associated or acting in concert with such Person) of Manager’s then outstanding equity interests, or (ii) power to direct or control the management policies of Manager, whether through the ownership of beneficial equity interests, common directors or officers, by contract or otherwise. Manager Change of Control shall not include (A) transfer by the Principal of equity interests in the Manager or Arbor Management, LLC, the managing member of the Manager pursuant to the Operating Agreement of the Manager, to any immediate family member of the Principal as of the date of this Agreement, or to any estate or trust of which any immediate family member of the Principal as of the date of this Agreement is the beneficiary, (B) public offerings of the capital stock of Manager, or (C) any assignment of this Agreement by Manager as permitted hereby and in accordance with the terms hereof.

          (pp) “ Manager Indemnified Party ” has the meaning assigned in Section 11(b).

          (qq) “ Manager Multifamily Bridge Loans ” means any bridge loan with respect to a multifamily property made by the Manager to a borrower seeking to obtain a longer term mortgage or other loan from the Manager pursuant to the Manager’s Fannie Mae loan program.

          (rr) “ Manager Parties ” has the meaning assigned in Section 3(b).

          (ss) “ Manager Target Investments ” has the meaning assigned in Section 3(c).

          (tt) “ Manager Termination Notice ” has the meaning assigned in Section 13(d).

          (uu) “ Non-Competition Agreement ” means that certain Non-Competition Agreement, dated as of July 1, 2003, among Parent REIT, Operating Partnership and Principal.

          (vv) “ OP Unit ” means a unit of partnership interest in the Operating Partnership now or hereafter authorized and issued as a unit of partnership interest in the Operating Partnership.

          (ww) “ Operating Partnership ” has the meaning assigned in the first paragraph.

          (xx) “ Parent REIT ” has the meaning assigned in the first paragraph.

          (yy) “ Person ” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

          (zz) “ Prime Outlets Excess ” has the meaning assigned in Section 8(c)(v)(A)(3).

          (aaa) “ Prime Outlets Incentive Fee ” means the Company’s payment of $7,292,448 to the Manager in August 2008 in accordance with the terms of the amendment, dated June 18, 2008, to the First Amended Management Agreement.

          (bbb) “ Principal ” means Ivan Kaufman, an individual.

          (ccc) “ Proposed Manager Budget ” has the meaning assigned in Section 8(a)(i)(A).

          (ddd) “ Reimbursable Expenses ” has the meaning assigned in Section 9.

          (eee) “ REIT ” means a corporation or trust which qualifies as a real estate investment trust in accordance with Sections 856 through 860 of the Code.

          (fff) “ Services Agreement ” means that certain Services Agreement, dated as of July 1, 2003, among Parent REIT, the Operating Partnership and Manager.

          (ggg) “ Subsidiary ” means any entity of which Parent REIT directly or indirectly owns the majority of the outstanding voting equity interests, any partnership, the general partner of which is Parent REIT or any subsidiary of Parent REIT and any limited liability company, the managing member of which is Parent REIT or any subsidiary of Parent REIT.

          (hhh) “ Supervisory Certification ” has the meaning assigned in Section 8(a)(i)(C).

          (iii) “ Ten Year U.S. Treasury Rate ” means the arithmetic average of the weekly average yield to maturity for actively traded current coupon U.S. Treasury fixed interest

rate securities (adjusted to constant maturities of ten (10) years) published by the Federal Reserve Board during a fiscal year, or, if such rate is not published by the Federal Reserve Board, any Federal Reserve Bank or agency or department of the federal government selected by the Company. If the Company determines in good faith that the Ten Year U.S. Treasury Rate cannot be calculated as provided above, then the rate will be the arithmetic average of the per annum average yields to maturities, based upon closing asked prices on each business day during a quarter, for each actively traded marketable U.S. Treasury fixed interest rate security with a final maturity date not less than eight (8) and not more than twelve (12) years from the date of the closing asked prices as chosen and quoted for each business day in each such quarter in New York City by at least three (3) recognized dealers in U.S. government securities selected by the Company.

          (jjj) “ Termination Fee ” means an amount equal to ten million U.S. dollars ($10,000,000.00).

          (kkk) “ U.S. ” means United States of America.

     2.  Appointment and Duties of Manager .

          (a) Appointment . The Company hereby appoints Manager to manage the Investments of the Company subject to the further terms and conditions set forth in this Agreement, and Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of Manager shall be exclusive to Manager except to the extent that Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that Manager elects pursuant to the terms of this Agreement to cause the duties of Manager hereunder to be provided by third parties.

          (b) Duties . Manager, in its capacity as manager of the Investments and the day-to-day operations of the Company, at all times will be subject to the supervision of the Board of Directors and the board of directors of the Sub-REIT and will have only such functions and authority as the Company may delegate to it, including, without limitation, the functions and authority identified herein and delegated to Manager hereby. Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the Investments and operations of the Company as may be appropriate, including, without limitation:

          (i) serving as the Company’s consultant with respect to the periodic review of the investment criteria and parameters for Investments, borrowings and operations, any modifications to which shall be approved by a majority of the Independent Directors (such policy guidelines as are in effect on the date hereof, as the same may be modified with such approval, the “ Guidelines ”), and other policies for approval by the Board of Directors;

          (ii) investigation, analysis and selection of investment opportunities;

          (iii) with respect to prospective investments by the Company and dispositions of Investments, conducting negotiations with real estate brokers, sellers and

purchasers, and their respective agents and representatives, investment bankers, mortgage bankers and owners of privately and publicly held real estate companies;

          (iv) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners;

          (v) providing executive and administrative personnel, office space and office services required in rendering services to the Company;

          (vi) administering the day to day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by Manager and the Board of Directors, including, without limitation, collection of interest, fee and other income, payment of the Company’s debts and obligations, payment of dividends or distributions to the holders of the Common Shares and maintenance of appropriate back-office infrastructure to perform such administrative functions;

          (vii) communicating on behalf of the Company with the holders of any equity or debt securities of the Parent REIT, Sub-REIT or their respective Subsidiaries as required to satisfy the reporting and other requirements of any governmental entities or agencies or trading markets and to maintain effective relations with such holders;

          (viii) counseling the Company in connection with policy decisions to be made by the Board of Directors or the board of directors or similar governing bodies of the Subsidiaries;

          (ix) evaluating and recommending to the Board of Directors hedging strategies and, as the Board of Directors shall request or Manager shall deem appropriate, engaging in hedging activities on behalf of the Company, in a manner consistent with such strategies, as so modified from time to time, Parent REIT’s status as a REIT, Sub-REIT’s status as a REIT and the Guidelines;

          (x) counseling Parent REIT and Sub-REIT regarding the maintenance of their status as REITs and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and the Treasury Regulations promulgated thereunder;

          (xi) counseling the Company regarding the maintenance of its exemption from the Investment Company Act and monitoring compliance with the requirements for maintaining such exemption;

          (xii) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives, making available to the Company its knowledge and experience with respect to Company Target Investments and other real estate and real estate-related transactions and serving as the originating lender of such investments comprising Company Target Investments;

          (xiii) representing and making recommendations to the Company in connection with its investment in a diversified portfolio of Company Target Investments and other real estate transactions with select borrowers and principals;

          (xiv) investing and re-investing any moneys and securities of the Company (including investing in short-term investments pending investment in Investments, payment of fees, costs and expenses or payments of dividends or distributions to stockholders and partners of the Company) and advising the Company with respect to its capital structure and capital raising;

          (xv) causing the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting and compliance procedures and testing systems with respect to financial reporting obligations, as applicable, and Parent REIT and Sub-REIT’s compliance with the provisions of the Code applicable to REITs and the Treasury Regulations promulgated thereunder and to conduct quarterly compliance reviews with respect thereto;

          (xvi) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;

          (xvii) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents required under the Exchange Act;

          (xviii) taking all necessary actions to enable the Company to make required tax filings and reports, including, with respect to Parent REIT and Sub-REIT, soliciting stockholders for required information to the extent provided by the provisions of the Code applicable to REITs and the Treasury Regulations promulgated thereunder;

          (xix) handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board of Directors;

          (xx) using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be reasonable, customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time;

          (xxi) using commercially reasonable efforts to cause the Company to comply with all applicable laws; and

          (xxii) performing such other services as may be required from time to time for management and other activities relating to the Investments of the Company as the Board of Directors shall reasonably request or Manager shall deem appropriate under particular circumstances.

          (c) Subcontracts . Manager may enter into agreements with other parties, including its affiliates, for the purpose of engaging one or more property and/or asset managers for and on behalf, and at the sole cost and expense, of the Company to provide property management, asset management, leasing, development and/or similar services to the Company with respect to the Investments, pursuant to property management agreement(s) and/or asset management agreement(s) with terms which are then customary for agreements regarding the management of assets similar in type, quality and value to the assets of the Company; provided, that any such agreements entered into with affiliates of Manager shall be (i) on terms no more favorable to such affiliate then would be obtained from a third party on an arm’s-length basis, and (ii) to the extent the same do not fall within the provisions of the Guidelines, approved by a majority of the Independent Directors.

          (d) Service Providers . Manager may retain for and on behalf of the Company such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, banks, other lenders and other Persons, including Manager’s affiliates, as Manager deems necessary or advisable in connection with the management and operations of the Company; provided, that any agreements entered into with affiliates of Manager to perform any such services shall be (i) on terms no more favorable to such affiliate then would be obtained from a third party on an arm’s-length basis, and (ii) to the extent the same do not fall within the provisions of the Guidelines, approved by a majority of the Independent Directors. The Company shall pay all expenses, and reimburse Manager for Manager’s expenses incurred on its behalf, in connection with any such services to the extent such expenses are reimbursable by the Company to Manager pursuant to Section 9.

          (e) Reporting Requirements .

          (i) As frequently as Manager may deem necessary or advisable, or at the direction of the Board of Directors, Manager shall prepare, or cause to be prepared, with respect to any Investment (i) at the Company’s sole cost and expense, an appraisal prepared by an independent real estate appraiser, (ii) reports and information on the Company’s operations and Investment performance, and (iii) such other information reasonably requested by the Company. The Company shall pay all expenses, and reimburse Manager for Manager’s expenses incurred on its behalf, in connection with the foregoing clauses (ii) and (iii) to the extent such expenses are reimbursable by the Company to Manager pursuant to Section 9.

          (f) Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to Parent REIT, the Operating Partnership, Sub-REIT and the other Subsidiaries reasonably required by the Board of Directors in order for Parent REIT, the Operating Partnership, Sub-REIT and the other Subsidiaries to comply with their Governing Instruments or any other materials required to be filed with any governmental entity or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm of good reputation.

          (i) Manager shall prepare regular reports for the Board of Directors to enable the Board of Directors to review the Company’s acquisitions, portfolio composition and characteristics, credit quality, performance and compliance with the Guidelines and policies approved by the Board of Directors.

          (g) Excess Funds . Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional moneys is proven by the Company to have been required as a direct result of Manager’s acts or omissions which result in the right of the Company to terminate this Agreement pursuant to Section 13(c) and except as expressly provided in Section 11(c), Manager shall not be required to expend money (“ Excess Funds ”) in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by Manager hereunder.

          (h) Reliance by Manager . In performing its duties under this Section 2, Manager shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by Manager.

     3.  Dedication; Right of First Refusal; Exclusivity. .

          (a) Devotion of Time . Manager will provide the Company with a management team, including the Chief Executive Officer and the Chief Financial Officer of the Manager, to provide the management services to be provided by Manager to the Company hereunder, the members of which team shall devote such of their time to the management of the Company as the Independent Directors determine is necessary and appropriate, commensurate with the level of activity of the Company from time to time. The portion of the compensation of such officers payable by the Company pursuant to the Agreed-Upon Budget, as such Agreed Upon-Budget may be adjusted pursuant to the quarterly review contemplated in Section 8(a)(i)(C), shall reflect such determination. The Company shall have the benefit of Manager’s best judgment and effort in rendering services and, in furtherance of the foregoing, Manager shall not undertake activities which, in its reasonable judgment, will substantially adversely affect the performance of its obligations under this Agreement.

          (b) Additional Activities; Right of First Refusal . Except to the extent set forth in Section 3(a) and subject to the provisions of this Section 3(b), Manager and any of its affiliates, and any of the officers and employees of any of the foregoing (the “ Manager Parties ”), may engage in other businesses and render services of any kind to any other Person, including investment in, or advisory service to others investing in, Company Target Investments and other real estate and real estate-related transactions; provided, however, prior to any Manager Party engaging in transactions involving or rendering services relating to Company Target Investments other than on behalf of or to the Company, if (i) such transaction is consistent with the Company’s investment objectives and within the Guidelines, and (ii) the parameters of the transaction are of a character which would not adversely affect the status of Parent REIT or Sub-REIT as REITs, Manager shall offer such investment opportunity to the Company by delivering to the Credit Committee a written description thereof containing the economic and other material terms of the transaction. The Credit Committee shall have five (5) days to accept or reject the offer by a majority vote of the members of the Credit Committee. If the Credit Committee

rejects the offer or does not respond to the offer within such five-day period, Manager shall present the investment opportunity to the Independent Directors who shall have five (5) days to accept or reject the offer by majority vote. If the Independent Directors reject the offer and allow Manager to pursue the investment opportunity or do not respond to the offer within such five-day period, any Manager Party may pursue the same provided the economic and other material terms thereof are not materially more beneficial to the applicable Manager Party than the economic and other material terms to the Company would have been under the transaction described in the original offer. If the economic and other material terms of the transaction to be engaged in by the applicable Manager Party are modified so that the benefits thereof to the applicable Manager Party are materially more beneficial to the applicable Manager Party than such terms to the Company would have been under the transaction described in the original offer, then Manager must offer the revised transaction opportunity to the Company and the provisions of this Section 3(b) shall apply to the revised offer as though it were an original offer. If the Company accepts, either by majority vote of the Credit Committee or the Independent Directors, an investment opportunity offered by Manager hereunder, the Company must reimburse Manager for its expenses relating thereto to the extent the same would be reimbursable by the Company to Manager pursuant to Section 9. Notwithstanding the foregoing, Manager may pursue investments in Manager Multifamily Bridge Loans, subject to the following: (i) the Manager obtains the prior approval of the Independent Directors to make Manager Multifamily Bridge Loans, and (ii) within 20 business days following each calendar quarter in which the Manger has made investments in any Manager Multifamily Bridge Loans, Manager provides the Independent Directors with a written report describing the type and amount of such Manager Multifamily Bridge Loans.

          (c) Manager Exclusivity Rights . Manager and any other Manager Party may, and the Company agrees not to, pursue any investment opportunities consisting of multifamily and commercial mortgage loans that meet the underwriting and approval guidelines of (i) Fannie Mae, (ii) the Federal Housing Administration, and (iii) conduit commercial lending programs secured by first liens on real property (collectively, “ Manager Target Investments ”).

          (d) Officers, Employees, Etc . Manager, members, partners, officers, employees and agents of Manager or affiliates of Manager may serve as directors, officers, employees, agents, nominees or signatories for Parent REIT, the Operating Partnership, Sub-REIT or any other Subsidiary, to the extent permitted by their Governing Instruments, as may be amended from time to time, or by any resolutions duly adopted by the Board of Directors pursuant to Parent REIT’s Governing Instruments. When executing documents or otherwise acting in such capacities for Parent REIT, the Operating Partnership, Sub-REIT or such other Subsidiary, such Persons shall use their respective titles with respect to Parent REIT, the Operating Partnership, Sub-REIT or such other Subsidiary.

     4.  Agency . Manager shall act as agent of the Company in making, acquiring, financing and disposing of Investments, disbursing and collecting the Company’s funds, paying the debts and fulfilling the obligations of the Company, supervising the performance of professionals engaged by or on behalf of the Company and handling, prosecuting and settling any claims of or against the Company, the Board of Directors, holders of Parent REIT, the Operating Partnership, Sub-REIT or any other Subsidiary’s securities or the Company’s representatives or properties.

     5.  Bank Accounts . At the direction of the Board of Directors, Manager may establish and maintain one or more bank accounts in the name of Parent REIT, the Operating Partnership, Sub-REIT or any other Subsidiary (any such account, a “ Company Account ”), collect and deposit funds into any such Company Account or Company Accounts and disburse funds from any such Company Account or Company Accounts, under such terms and conditions as the Board of Directors may approve. Manager shall from time-to-time render appropriate accountings of such collections and payments to the Board of Directors and, upon request, to the auditors of Parent REIT.

     6.  Records; Confidentiality .

          (a) Records . Manager shall maintain appropriate books of account and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of Parent REIT, the Operating Partnership, Sub-REIT or any other Subsidiary at any time during normal business hours upon one (1) business day’s advance written notice.

          (b) Confidentiality . Manager shall keep confidential any nonpublic information obtained in connection with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties under this Agreement), except: (i) with the prior written consent of the Board of Directors; (ii) to legal counsel, accountants and other professional advisors, so long as Manager informs such Persons of the confidential nature of such information and directs them to treat such information confidentially; (iii) to appraisers in the ordinary course of business; (iv) to governmental officials having jurisdiction over Manager; (v) as required by law or legal process to which Manager or any Person to whom disclosure is permitted hereunder is a party or in connection with Manager’s assertion in any judicial or nonjudicial proceeding of any claim, counterclaim or defense against the Company; or (vi) information which has previously become available through the actions of a Person other than Manager not resulting from Manager’s violation of this Section 6(b).

     7.  Obligations of Manager; Restrictions .

          (a) Asset Representations and Warranties . Manager shall require each seller or transferor of investment assets to the Company to make such representations and warranties regarding such assets as may, in the judgment of Manager, be necessary and appropriate. In addition, Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments.

          (b) Restrictions . Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines, (ii) would adversely affect the status of Parent REIT or Sub-REIT as REITs, or (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over Parent REIT, the Operating Partnership, Sub-REIT or any other Subsidiary or that would otherwise not be permitted by such Person’s Governing Instruments. If Manager is ordered to take any such action by the Board of