REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

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This Revolving Credit Agreement involves

KEYBANK NATIONAL ASSOCIATION | NORTHSTAR REALTY FINANCE CORP | NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP | NRFC SUB-REIT CORP | NS ADVISORS, LLC | Sole Book Manager, BANK OF AMERICA, N.A | Syndication Agent and CITICORP NORTH AMERICA, INC | WESTLB AG

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Title: REVOLVING CREDIT AGREEMENT
Governing Law: New York Date: 11/9/2006
Law Firm: Venable;Paul Hastings

REVOLVING CREDIT AGREEMENT

dated as of November 3, 2006

among

NORTHSTAR REALTY FINANCE CORP.,

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP,

NRFC SUB-REIT CORP.

AND

NS ADVISORS, LLC,

as Borrowers,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent,

KEYBANC CAPITAL MARKETS,

and

BANK OF AMERICA, N.A.,

as Co-Lead Arrangers,

KEYBANC CAPITAL MARKETS,

as Sole Book Manager,

BANK OF AMERICA, N.A.,

as Syndication Agent,

and

CITICORP NORTH AMERICA, INC.

as Documentation Agent

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1
Section 1.1	Definitions.	1
Section 1.2	Accounting Terms and Determinations	23
Section 1.3	Types of Borrowings	23
ARTICLE II THE Commitments		23
Section 2.1	Commitments to Lend	23
Section 2.2	Notice of Committed Borrowing	24
Section 2.3	Notice to Lenders; Funding of Loans.	25
Section 2.4	Notes.	27
Section 2.5	Letters of Credit	27
Section 2.6	Method of Electing Interest Rates.	30
Section 2.7	Interest Rates.	31
Section 2.8	Fees.	32
Section 2.9	Maturity Date	33
Section 2.10	Mandatory Prepayment.	33
Section 2.11	Optional Prepayments.	34
Section 2.12	General Provisions as to Payments.	35
Section 2.13	Funding Losses	36
Section 2.14	Computation of Interest and Fees	36
Section 2.15	Use of Proceeds	36
Section 2.16	Letter of Credit Usage Absolute	36
Section 2.17	Joint and Several Obligations; Limitation on Liability.	37
Section 2.18	Increase in Facility Amount.	39
Section 2.19	Revolving Facility	41
Section 2.20	Delinquent Lenders.	41
ARTICLE III CONDITIONS		42
Section 3.1	Closing	42
Section 3.2	Borrowings	45
ARTICLE IV REPRESENTATIONS AND WARRANTIES		46
Section 4.1	Existence and Power	46
Section 4.2	Power and Authority	47
Section 4.3	No Violation	47
Section 4.4	Financial Information	47
Section 4.5	Litigation	48
Section 4.6	Compliance with ERISA.	48
Section 4.7	Borrowing Base Assets	48
Section 4.8	Environmental Matters	49
Section 4.9	Taxes	49
Section 4.10	Full Disclosure	49
Section 4.11	Solvency	49
Section 4.12	Use of Proceeds; Margin Regulations	50
Section 4.13	Governmental Approvals	50

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Section 4.14	Investment Company Act	50
Section 4.15	Principal Offices	50
Section 4.16	REIT Status	50
Section 4.17	Qualified REIT Subsidiary Status	50
Section 4.18	Patents, Trademarks, etc.	50
Section 4.19	No Default	50
Section 4.20	Licenses, etc.	51
Section 4.21	Compliance With Law	51
Section 4.22	No Burdensome Restrictions	51
Section 4.23	Brokers’ Fees	51
Section 4.24	Labor Matters	51
Section 4.25	Insurance	51
Section 4.26	Organizational Documents	51
ARTICLE V AFFIRMATIVE AND NEGATIVE COVENANTS		52
Section 5.1	Information	52
Section 5.2	Payment of Obligations	54
Section 5.3	Maintenance of Property	54
Section 5.4	Conduct of Business and Maintenance of Existence	54
Section 5.5	Compliance with Laws	55
Section 5.6	Inspection of Books and Records	55
Section 5.7	Existence	55
Section 5.8	Financial Covenants	55
Section 5.9	Restriction on Fundamental Changes.	56
Section 5.10	[Reserved]	57
Section 5.11	Margin Stock	57
Section 5.12	NorthStar, NorthStar OP and NRFC Sub-REIT Status	57
Section 5.13	Disposition of Borrowing Base Assets	57
Section 5.14	Liens; Release of Liens	58
Section 5.15	Business Loans	58
Section 5.16	Limitation on Changes in Fiscal Year; Accounting Methods; Valuation Methodology.	58
Section 5.17	Ownership of Borrowing Base Assets	58
Section 5.18	Limitation on Negative Pledge Clauses, Distribution Restrictions	58
Section 5.19	Addition of Borrowing Base Assets.	58
Section 5.20	Failure of Certain Borrowing Base Assets Representations and Warranties.	60
Section 5.21	Limitation on Transactions with Affiliates	60
Section 5.22	CDO Subsidiaries	60
Section 5.23	Guaranties	61
Section 5.24	Subsidiary Guarantors	61
Section 5.25	Release of Certain Subsidiary Guarantors	62
ARTICLE VI DEFAULTS		62
Section 6.1	Events of Default	62
Section 6.2	Rights and Remedies.	65
Section 6.3	Notice of Default	66
Section 6.4	Actions in Respect of Letters of Credit.	66
ARTICLE VII THE AGENTS		67
Section 7.1	Appointment and Authorization	67

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Section 7.2	Agency and Affiliates.	68
Section 7.3	Action by Administrative Agent	68
Section 7.4	Consultation with Experts	68
Section 7.5	Liability of Administrative Agent	68
Section 7.6	Indemnification	68
Section 7.7	Credit Decision	69
Section 7.8	Successor Administrative Agent	69
Section 7.9	Receipt of Notices	69
ARTICLE VIII CHANGE IN CIRCUMSTANCES		69
Section 8.1	Basis for Determining Interest Rate Inadequate or Unfair	69
Section 8.2	Illegality	70
Section 8.3	Increased Cost and Reduced Return.	71
Section 8.4	Taxes.	72
Section 8.5	Alternate Base Rate Loans Substituted for Affected LIBOR Loans	74
ARTICLE IX MISCELLANEOUS		74
Section 9.1	Notices	74
Section 9.2	No Waivers	75
Section 9.3	Expenses; Indemnification.	75
Section 9.4	Sharing of Set-Offs	76
Section 9.5	Amendments and Waivers.	77
Section 9.6	Successors and Assigns.	77
Section 9.7	Collateral	79
Section 9.8	Governing Law; Submission to Jurisdiction	79
Section 9.9	Marshalling; Recapture	79
Section 9.10	Counterparts; Integration; Effectiveness	80
Section 9.11	WAIVER OF JURY TRIAL	80
Section 9.12	Survival	80
Section 9.13	Domicile of Loans	80
Section 9.14	Limitation of Liability	80
Section 9.15	Recourse Obligation	80
Section 9.16	Confidentiality	80
Section 9.17	Legal Rate	81
Section 9.18	USA Patriot Act Notice	81

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EXHIBITS
Exhibit A	-	Form of Note
Exhibit B	-	Form of Assignment and Assumption Agreement
Exhibit C	-	Initial Borrowing Base Assets
Exhibit D	-	Form of Borrowing Base Certificate
Exhibit E	-	Form of Continuing Compliance Certificate
Exhibit F	-	First Mortgage Asset Representations and Warranties
Exhibit G	-	Real Property Asset Representations and Warranties
Exhibit H	-	Real Estate Security Asset Representations and Warranties
Exhibit I	-	Subordinate Assets Representations and Warranties
Exhibit J	-	CDO Retained Asset Representations and Warranties

SCHEDULES
Schedule 1.1	TruPS Securities
Schedule 4.4(c)	Post-June 30, 2006 Material Indebtedness and Contingent Obligations

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REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT AGREEMENT (this “ Agreement ”) is dated as of November 3, 2006 among NORTHSTAR REALTY FINANCE CORP., a Maryland corporation (“ NorthStar ”), NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP, a Delaware limited partnership (“ NorthStar OP ”), NRFC SUB-REIT CORP., a Maryland corporation (“ NRFC Sub-REIT ”), NS ADVISORS, LLC, a Delaware limited liability company (“ NS Advisors ”) (NorthStar, NorthStar OP, NRFC Sub-REIT and NS Advisors are hereinafter referred to individually as a “ Borrower ” and collectively as the “ Borrowers ”), the Lenders (as defined herein), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, KEYBANC CAPITAL MARKETS and BANK OF AMERICA, N.A, as Co-Lead Arrangers, KEYBANC CAPITAL MARKETS, as Sole Book Manager, BANK OF AMERICA, N.A, as Syndication Agent and CITICORP NORTH AMERICA, INC., as Documentation Agent.

RECITALS

1. The Borrowers have requested that the Lenders establish a revolving credit facility for the Borrowers for the purposes of refinancing certain existing indebtedness, financing the acquisition by the Borrowers of real estate and finance assets and for other business purposes of the Borrowers.

2. The Borrowers have requested that the Lenders set forth the terms and conditions upon which the Lenders will provide financing to the Borrowers.

3. The Lenders have agreed to provide that financing to Borrowers on, and subject to, the terms and conditions of, this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . The following terms, as used herein, have the following meanings:

“ Adjusted London Interbank Offered Rate ” has the meaning set forth in Section 2.7(c).

“ Administrative Agent ” shall mean KeyBank National Association in its capacity as Administrative Agent hereunder, and its permitted successors in such capacity in accordance with the terms of this Agreement.

“ Administrative Questionnaire ” means, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent (with a copy to the Borrowers) duly completed by such Lender.

“ Affiliate ” means, as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “ control ” of a Person (including, with its correlative meanings, “ controlled by ” and “ under common control with ”) means the power, directly or indirectly, either to (a) vote 33 1/3% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Adjusted Funds from Operations ” means Funds From Operations minus (or plus) (i) normalized recurring capitalized expenditures necessary to maintain properties (e.g. leasing commissions, and tenant improvement allowances), (ii) an adjustment to reverse the effect of Straight-Lining of Rents and fair value of lease revenue under SFAS 141, (iii) the amortization or accrual of various deferred costs including intangible assets and equity based compensation, (iv) non-recurring charges incurred in connection with the early extinguishment of debt, (v) an adjustment to reverse “mark-to-market” gains and losses related to interest rate changes on off balance sheet warehouse facilities, and (vi) such other adjustments approved by the Administrative Agent.

“ Agreement ” shall mean this Revolving Credit Agreement as the same may from time to time hereafter be modified, supplemented or amended.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate or (ii) the Federal Funds Rate plus one-half percent (0.5%).

“ Alternate Base Rate Loan ” means a Committed Loan to be made by a Lender as an Alternate Base Rate Loan in accordance with the applicable Notice of Committed Borrowing or pursuant to Article II.

“ Applicable Lending Office ” means, with respect to any Lender, (i) in the case of its Alternate Base Rate Loans, its Domestic Lending Office, and (ii) in the case of its LIBOR Loans, its LIBOR Lending Office.

“ Applicable Margin ” means, for any day, the rate per annum set forth below opposite the applicable Leverage Ratio then in effect.

Leverage Ratio (as calculated pursuant to the most-recently delivered officer’s certificate pursuant to Section 5.1(c) hereof)	Applicable Margin for LIBOR Loans and Letter of Credit Fees	Applicable Margin for Alternate Base Rate Loans
> 85%	2.50%	1.00%
> 75% to < 85%	2.25%	0.75%
< 75%	2.00%	0.50%

The Applicable Margin shall be adjusted effective on the next Business Day following any change in the Leverage Ratio using the information provided in the most-recently delivered officer’s certificate pursuant to Section 5.1(c) hereof.

Notwithstanding anything to the contrary contained in the foregoing, to the extent the Borrowers fail to deliver any officer’s certificate as of the date required pursuant to Section 5.1(c), the Applicable Margin as of the date immediately following such required date of delivery and until the delivery of such officer’s certificate shall be the greatest Applicable Margin specified in the foregoing chart.

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“ Approval Request ” has the meaning set forth in Section 5.19(a).

“ Approval Request Package ” has the meaning set forth in Section 5.19(b).

“ Approved Uses ” has the meaning set forth in Section 2.15.

“ Approved Bank ” means a bank or other financial institution which has (i)(a) a minimum net worth of $500,000,000 and/or (b) total assets of $10,000,000,000, and (ii) a minimum long term debt rating of (a) BBB+ or higher by S&P, and (b) Baa1 or higher by Moody’s.

“ Arranger ” means KeyBanc Capital Markets, in its capacity as Sole Lead Arranger of the Commitments and Sole Book Manager of the Commitments.

“ Asset Disposition ” means the disposition of any assets (including without limitation the Capital Stock of a Subsidiary) of any Consolidated Party whether by sale, lease (but excluding the lease of assets in the ordinary course of business), transfer or otherwise to a Person other than a Consolidated Party.

“ Assignee ” has the meaning set forth in Section 9.6(b).

“ Available Commitment ” means, with respect to each Lender, at any time, the amount obtained by multiplying such Lender’s Commitment at such time by a fraction, the numerator of which is the Total Available Commitments at such time, and the denominator of which is the aggregate of all Commitments at such time.

“ Bankruptcy Code ” means Title 11 of the United States Code, entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes.

“ Benefit Arrangement ” means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

“ Book Value ” means as to any asset, the value of such asset determined in accordance with GAAP, as consistently applied in connection with the preparation of the financial statements filed by NorthStar with the Securities and Exchange Commission.

“ Borrowers ” means, collectively, NorthStar, NorthStar OP, NRFC Sub-REIT and NS Advisors , and “ Borrower ” means any one of the foregoing.

“ Borrowing ” has the meaning set forth in Section 1.3.

“ Borrowing Base Assets ” means assets one hundred percent (100%) owned (legally and equitably) by a Borrowing Base Entity and which consist of Eligible CDO Retained Assets, Eligible First Mortgage Assets, Eligible Subordinated Assets, Eligible Property Equity Interests and Eligible Real Estate Securities.

“ Borrowing Base Assets Pool ” means, collectively at any time, all Borrowing Base Assets.

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“ Borrowing Base Availability ” means, at any time of determination, an amount equal to the lesser of (i) the aggregate Borrowing Base Value of all Borrowing Base Assets in the Borrowing Base Assets Pool at such time and (ii) the aggregate amount that would cause the ratio of (i) the sum of (A) the aggregate recurring cash dividend and distribution income actually received from all Eligible CDO Equity Interests and Preferred Securities constituting Eligible Subordinated Assets during such period, (B) the aggregate recurring cash income (after debt service in respect of the related Real Property Asset, if applicable) actually received in respect of Eligible Property Equity Interests during such period, and (C) the aggregate recurring cash interest income actually received from all Eligible CDO Debt Assets, Eligible First Mortgage Assets, Eligible Subordinated Debt Assets and Eligible Real Estate Securities during such period, in each case calculated as of the end of each fiscal quarter on an annualized basis for the quarterly period then ended with respect to Borrowing Base Assets in the Borrowing Base Assets Pool as of the date of determination as reflected on the most recent Borrowing Base Certificate, to (ii) Facility Interest Expense for such period, to be not less than 2:00 to 1:00.

“ Borrowing Base Certificate ” has the meaning set forth in Section 2.2.

“ Borrowing Base Entity ” means a Subsidiary Guarantor, a Real Property Subsidiary or a CDO Subsidiary.

“ Borrowing Base Value ” means, as to any Borrowing Base Asset at any time of determination, the maximum aggregate amount of Loans and Letters of Credit which Borrowers shall be entitled to borrow, draw, or have issued or outstanding pursuant to the terms of this Agreement with respect to such Borrowing Base Asset, which shall be (i) with respect to any Eligible CDO Retained Asset, the lesser of (a) forty percent (40%) of the Eligible CDO Retained Asset Value of such asset, and (b) an amount equal to (1) the sum of (A) the recurring annual interest or dividend income of the Borrowers in respect of such Eligible CDO Retained Asset (determined by annualizing the interest or dividend income received by the Borrowers in respect of such Eligible CDO Retained Asset during the quarter most recently ended) and (B) the annual Senior Management Fees received by the Borrowers from such Eligible CDO Retained Asset (determined by annualizing the Senior Management Fees received by the Borrowers in respect of such Eligible CDO Retained Asset during the quarter most recently ended) divided by (2) three and one-half (3.5), and divided by (3) the average Facility Interest Rate during the quarter most recently ended, (ii) with respect to any Eligible First Mortgage Asset, the lesser of (a) eighty percent (80%) of the Underlying Real Estate Value on such date of the Underlying Asset securing such Eligible First Mortgage Asset, and (b) ninety percent (90%) of the lesser of (1) the outstanding principal amount of such Eligible First Mortgage Asset on such date and (2) the Book Value of such Eligible First Mortgage Asset on such date, (iii) with respect to any Eligible Subordinated Asset, the lesser of (a) eighty percent (80%) of (1) the Underlying Real Estate Value on such date of the Underlying Asset relating to such Eligible Subordinated Asset minus (2) the aggregate outstanding principal amount on such date of any senior indebtedness encumbering the Underlying Asset relating to such Eligible Subordinated Asset and (b) sixty percent (60%) of the lesser of (1) the outstanding principal amount of such Eligible Subordinated Asset on such date and (2) the Book Value of such Eligible Subordinated Asset on such date, (iv) with respect to any Eligible Property Equity Interest, forty percent (40%) of the Net Equity Value on such date of such Eligible Property Equity Interest, (v) with respect to any Investment Grade Eligible Real Estate Security, eighty percent (80%) of the Fair Market Value of such Investment Grade Eligible Real Estate Security on such date, and (vi) with respect to any Eligible Real Estate Security that is not Investment Grade, sixty-five percent (65%) of the Fair Market Value of such non-Investment Grade Eligible Real Estate Security on such date.

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“ Capitalization Rate ” means, as to any Real Property Assets or Underlying Assets that are at leased 95% leased to tenants (or such tenant’s parent) having an Investment Grade Credit Rating, seven percent (7.00%) per annum, and, as to all other Real Property Assets or Underlying Assets, nine percent (9.00%) per annum.

“ Capital Replacement Reserve ” means, with respect to any Real Property Asset or Underlying Asset, a normalized annual reserve for replacement reserves, capital expenditures, tenant improvements, and leasing commissions in the amount of $0.10 per year per square foot of net leaseable area contained in such Real Property Asset or Underlying Asset. When the Capital Replacement Reserve is used in computing an amount with respect to a period which is shorter than a year, said amount shall be appropriately prorated.

“ Capital Stock ” means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participations or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate stock), warrants or options to purchase any thereof.

“ Cash and Cash Equivalents ” means (i) cash, (ii) direct obligations of the United States Government, including without limitation, treasury bills, notes and bonds, (iii) interest bearing or discounted obligations of Federal agencies and Government sponsored entities or pools of such instruments offered by Approved Banks and dealers, including without limitation, Federal Home Loan Mortgage Corporation participation sale certificates, Government National Mortgage Association modified pass through certificates, Federal National Mortgage Association bonds and notes, and Federal Farm Credit System securities, (iv) time deposits, Domestic and Eurodollar certificates of deposit, bankers’ acceptances, commercial paper rated at least A-2 by S&P and P-2 by Moody’s and/or guaranteed by a Person with an Aa3 rating by Moody’s, an AA- rating by S&P or better rated credit, floating rate notes, other money market instruments each issued by an Approved Bank (provided that the same shall cease to be a “Cash or Cash Equivalent” if at any time any such bank shall cease to be an Approved Bank), (v) obligations of domestic corporations, including, without limitation, commercial paper, bonds, debentures and loan participations, each of which is rated at least AA- by S&P and/or Aa3 by Moody’s and/or guaranteed by a Person with an Aa3 rating by Moody’s and/or a AA- rating by S&P or better rated credit, (vi) obligations issued by states and local governments or their agencies, rated at least MIG-2 by Moody’s and/or SP-2 by S&P, (vii) repurchase agreements with major banks and primary government security dealers fully secured by the U.S. Government or agency collateral equal to or exceeding the principal amount on a daily basis and held in safekeeping, and (viii) real estate loan pool participations, guaranteed by a Person with an AA- rating given by S&P or Aa3 rating given by Moody’s or better rated credit.

“ CDO Debt Asset ” means with respect to any Eligible CDO, any and all performing debt obligations issued by such Eligible CDO and owned by a Borrowing Base Entity.

“ CDO Equity Interest ” means with respect to any Eligible CDO, any and all shares, interests, participations or other equivalents (however designated) of capital stock of, and any and all equivalent ownership interests in, such Eligible CDO owned by a Borrowing Base Entity, including partnership interests and limited liability company membership interests.

“ CDO Retained Asset ” means a CDO Debt Asset or a CDO Equity Interest.

“ CDO Indenture ” means the indenture relating to any Eligible CDO Retained Asset.

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“ CDO Subsidiary ” has the meaning set forth in Section 5.22.

“ Charges ” has the meaning set forth in Section 9.17.

“ Closing Date ” means the date on or after the Effective Date on which the conditions set forth in Section 3.1 shall have been satisfied to the satisfaction of the Administrative Agent or waived by the Administrative Agent in its sole discretion.

“ Code ” means the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“ Commitment ” means, with respect to each Lender, the amount set forth opposite the name of such Lender on the signature pages hereof (and, for each Lender which is an Assignee, the amount set forth in the Assignment and Assumption Agreement entered into pursuant to Section 9.6(b) as the Assignee’s Commitment), as such amount may be reduced from time to time pursuant to Section 2.11(c) or in connection with an assignment to an Assignee, or increased pursuant to Section 2.18.

“ Commitment Fee Quarterly Period ” has the meaning set forth in Section 2.8(c).

“ Committed Loan ” means a loan made by a Lender pursuant to Section 2.1; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Interest Rate Election, the term “Committed Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.

“ Consolidated Parties ” means, collectively, NorthStar and its Consolidated Subsidiaries.

“ Consolidated Subsidiary ” means at any date any Subsidiary or other entity which is consolidated with NorthStar in accordance with GAAP or which is required under GAAP to be consolidated with NorthStar.

“ Consolidated Tangible Net Worth ” means, without duplication, at any date (a) the amounts included in “stockholders’ equity” on the balance sheet of the Consolidated Parties (including minority interests relating to NorthStar OP), less (b) the consolidated Intangible Assets of the Consolidated Parties (excluding FAS 141 intangibles), all determined as of such date in accordance with GAAP. For purposes of this definition “ Intangible Assets ” means goodwill, patents, trademarks, service marks, trade names, anticipated future benefit of tax loss carry forwards, copyrights, organization or developmental expenses and other intangible assets determined in accordance with GAAP.

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“ Contingent Obligation ” means, as to any Person, without duplication, (i) any contingent obligation of such Person required to be shown on such Person’s balance sheet in accordance with GAAP, (ii) any obligation (including, without limitation, any Guarantee Obligation) required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing partially or in whole any Non-Recourse Debt, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non-monetary obligations which have not yet been called on or quantified, of such Person or of any other Person, and (iii) with respect to such Person’s forward commitments or obligations to fund or provide proceeds with respect to any loan or other financing which are obligatory and non-discretionary as of any date of determination, the aggregate amount of the reserves established for such commitments or obligations in accordance with Rating Agency requirements in respect of the three (3) month period following the date of determination. The Borrowers will promptly notify the Administrative Agent of the amounts initially established as, and any change from time to time in, the Rating Agency requirements in respect of the reserves referred to in the foregoing sentence. Notwithstanding the foregoing, “Contingent Liabilities” shall not include guarantees of customary carve-out matters made in connection with Indebtedness, such as fraud, misappropriation, bankruptcy, misapplication and environmental matters, unless a claim for payment or performance has been made thereunder (which has not been satisfied). The amount of any Contingent Obligation described in clause (ii) shall be deemed to be (a) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the present value of the sum of all payments required to be made thereunder (which in the case of an operating income guarantee shall be deemed to be equal to the debt service for the note secured thereby), through (x) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and (b) with respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of the Borrowers required to be delivered pursuant to Section 5.1 hereof.

“ Credit Rating ” means, with respect to any Person, the rating assigned by the Rating Agencies (one of which, in all instances, must be S&P or Moody’s or Fitch) to such Person’s long-term unsecured indebtedness.

“ Credit Underwriting Documents ” has the meaning set forth in Section 5.19(a).

“ Default ” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“ Default Rate ” has the meaning set forth in Section 2.7(c).

“ Derivative Exposure ” means, as of any date, the aggregate maximum net liability (including costs, fees and expenses), based upon a liquidation or termination as of such date, of any Person under all interest rate swaps, collars, caps or other interest rate protection agreements, treasury locks, equity forward contracts, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements.

“ Distribution ” means with respect to any Person, the declaration or payment of any cash, cash flow, dividend or distribution (however payable, whether in cash, assets, capital stock or otherwise) on or in respect of any shares of any class of capital stock, partnership interest, membership interest or other beneficial interest of such Person; the purchase, redemption, exchange or other retirement of any shares of any class of capital stock, partnership interest, membership interest or other beneficial interest of such Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by such Person to its shareholders, partners, members or other owners as such; or any other distribution on or in respect of any shares of any class of capital stock or other beneficial interest of such Person.

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“ Domestic Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Domestic Lending Office ” means, as to each Lender, its office located at its address in the United States set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender may hereafter designate as its Domestic Lending Office by notice to the Borrowers and the Administrative Agent.

“ EBITDA ” means, for any period, the sum of, without duplication, (i) aggregate Net Income during such period calculated before the payment of Preferred Distributions, plus (ii) an amount which, in the determination of Net Income for such period, has been deducted for (A) Interest Expense, (B) total federal, state, local and foreign income, value added and similar taxes and (C) depreciation and amortization expense, plus (iii) the minority interest attributable to NorthStar OP, plus (iii) losses from extraordinary items, non-recurring items, Asset Dispositions, or forgiveness of debt, plus (iv) compensation expense for equity or option based compensation minus (v) gains from extraordinary items, non-recurring items, Asset Dispositions, write-up of assets (including any loan accretion attributable to any asset), minus (v) interest income accrued but not actually received in cash, each of the above determined in accordance with GAAP and to the extent included in the calculation of Net Income and plus , (vi) interest income received in cash in such period to the extent such interest income had been subtracted from Net Income pursuant to the foregoing clause (v) with respect to any earlier period; provided, that such sum shall be exclusive of any adjustment for such period attributable to the Straight-Lining of Rents.

“ Effective Date ” means November 3, 2006.

“ Eligible Assignee ” means any Person that is: (a) a Lender; (b) an Affiliate of a Lender; (c) a commercial bank, trust company, savings and loan association savings bank, insurance company, investment bank or pension fund organized under the laws of the United States of America, any state thereof or the District of Columbia, and having total assets in excess of $5,000,000,000; or (d) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Co-operation and Development, or a political subdivision of any such country, and having total assets in excess of $10,000,000,000, provided that such bank is acting through a branch or agency located in the United States of America. No Borrower and no Affiliate of a Borrower shall qualify as an Eligible Assignee. Provided no Default or Event of Default has occurred and is continuing, no direct competitor of the Borrowers or any hedge fund principally engaged in the acquisition of “distressed” debt (each as determined by the Administrative Agent in its reasonable discretion) shall qualify as an Eligible Assignee.

“ Eligible CDO ” means a Special Purpose Entity, the common “ordinary” shares or limited liability company interests of which are wholly-owned by NorthStar or a Wholly-Owned Subsidiary of NorthStar and which is managed by NorthStar or a Wholly-Owned Subsidiary of NorthStar, that issues classes of securities representing rights to receive payments from assets held by such entity, the assets of which are (a) real estate securities or real estate-related debt obligations and/or (b) such other assets consistent with NorthStar’s current business practices.

“ Eligible CDO Debt Asset ” means a CDO Debt Asset that that at all times complies with the CDO Retained Asset Representations and Warranties set forth on Exhibit “J” attached hereto.

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“ Eligible CDO Equity Interest ” means a CDO Equity Interest that at all times complies with the CDO Retained Asset Representations and Warranties set forth on Exhibit “J” attached hereto.

“ Eligible CDO Retained Asset ” means any Eligible CDO Equity Interest and/or any Eligible CDO Debt Asset.

“ Eligible CDO Retained Asset Value ” means with respect to any Eligible CDO Retained Asset, an amount equal to (i) in the case of an Eligible CDO Debt Asset, the Fair Market Value of such Eligible CDO Retained Asset and (b) in the case of an Eligible CDO Equity Interest, the Net Equity CDO Value of such Eligible CDO Equity Interest.

“ Eligible First Mortgage Asset ” means any First Mortgage Asset that at all times complies with the First Mortgage Asset Representations and Warranties set forth on Exhibit “F” attached hereto.

“ Eligible Property Equity Interest ” means any Property Equity Interest that at all times complies with the Property Equity Interest Representations and Warranties set forth on Exhibit “G” attached hereto.

“ Eligible Real Estate Security ” means any Real Estate Security that at all times complies with the Real Estate Security Asset Representations and Warranties set forth on Exhibit “H” attached hereto.

“ Eligible Subordinated Asset ” means any Subordinated Asset that at all times complies with the Subordinated Asset Representations and Warranties set forth on Exhibit “I” attached hereto.

“ Environmental Affiliate ” means any partnership, joint venture, trust, limited liability company, corporation or other entity which is subject to an Environmental Claim and which is a Consolidated Subsidiary of NorthStar or, as to any partnership, in which NorthStar or a Consolidated Subsidiary is a general partner, either directly or indirectly.

“ Environmental Approvals ” means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

“ Environmental Claim ” means, with respect to any Person, any notice, claim, demand or similar communication (written or oral) by any other Person alleging potential liability of such Person for investigatory costs, cleanup costs, governmental response costs, natural resources damage, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such Person or (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law, in each case (with respect to both (i) and (ii) above) as to which there is a reasonable possibility of an adverse determination with respect thereto and which, if adversely determined, would have a Material Adverse Effect on any Borrower.

“ Environmental Laws ” means any and all federal, state, and local statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Materials of Environmental Concern or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Materials of Environmental Concern or wastes or the clean-up or other remediation thereof.

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“ Equity Issuance ” means any issuance by a Consolidated Party to any Person which is not a Consolidated Party of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

“ ERISA Group ” means NorthStar, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with NorthStar or any Subsidiary, are treated as a single employer under Section 414 of the Code.

“ Event of Default ” has the meaning set forth in Section 6.1.

“ Excepted Liens” shall mean: (i) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (ii) Liens in connection with worker’s compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (iii) vendors’, carriers’, warehousemen’s, repairmen's, mechanics’, workmen’s, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business, each of which is either (a) subordinate to the lien of the applicable Borrowing Base Asset or (b) been adequately insured or bonded or (c) being contested in good faith by appropriate proceedings and for which adequate reserves have been maintained in accordance with GAAP; (iv) easements, rights of way, zoning restrictions and other similar Liens relating to a Real Property Asset or Underlying Asset, which do not individually or in the aggregate materially impair the use of such Real Property Asset or Underlying Asset or materially impair the value of such Real Property Asset or Underlying Asset subject thereto.

“ Exceptions Summary ” has the meaning set forth in Section 5.19(a).

“ Expenses ” means, when used with respect to any asset, the costs of maintaining such asset which are the responsibility of the owner thereof, including, without limitation, taxes, insurance, repairs and maintenance.

“ Facility ” means the revolving credit facility established pursuant to this Agreement.

“ Facility Amount ” means one-hundred million dollars ($100,000,000) subject to increase pursuant to Section 2.18 hereof or decrease pursuant to Section 2.11 hereof.

“ Facility Interest Expense ” means, as of any date of determination for a particular period, an amount equal to the interest that would accrue during such period on the Outstanding Balance on such date of determination at an interest rate equal to the sum of (i) the Adjusted London Interbank Offered Rate on such date of determination for an Interest Period of one (1) month plus (ii) the Applicable Margin for LIBOR Loans on such date of determination.

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“ Facility Interest Rate ” means as of any date of determination the rate at which the Loans are accruing interest in accordance with Section 2.7.

“ Fair Market Value ” means as to any asset, the current market value of such asset as determined quarterly by an independent third party reasonably acceptable to the Administrative Agent utilizing valuation methodologies reasonably acceptable to the Administrative Agent.

“ Federal Funds Rate ” means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to KeyBank National Association on such day on such transactions as determined by the Administrative Agent.

“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System as constituted from time to time.

“ Fee Letter ” means that certain Fee Letter between the Borrowers and KeyBank dated on or about the date hereof, as amended, supplemented or otherwise modified from time to time.

“ Fees ” means all fees payable or to be payable by the Borrowers as provided for in Section 2.8 and in the Fee Letter.

“ First Mortgage Asset ” means as to any Person, indebtedness owed to such Person, which is not the subject of a bankruptcy or similar proceeding, is fully performing as to payment and material nonpayment obligations thereunder and is secured by a first Lien of a properly recorded mortgage, deed of trust or other similar security instrument on a fee interest or a leasehold interest in real property and all collateral security related thereto (regardless of whether such Person’s interest therein is characterized as equity according to GAAP).

“ Fitch ” means Fitch, Inc. or any successor thereto.

“ Fixed Charges ” means, with respect to the Consolidated Parties for any period, the sum of (i) Interest Expense for the such period plus (ii) Preferred Distributions permitted hereunder for the applicable period plus (iii) Scheduled Amortization Payments for the applicable period.

“ Fixed Charge Ratio ” means, as of the end of each fiscal quarter of the Consolidated Parties for the quarterly period ending on such date, the ratio of (a) EBITDA for the applicable period to (b) Fixed Charges for the applicable period.

“ Floating Rate Indebtedness ” means, with respect to any Person, Indebtedness of such Person which accrues interest at a rate which may vary during the term of such Indebtedness (other than due solely to a default thereunder).

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“ Floating Rate Assets ” means with respect to any Person, the assets of such Person on the balance sheet of such Person which generate income that fluctuates based on changes in interest rates.

“ Fronting Lender ” means any Lender which is a party hereto which shall issue a Letter of Credit with respect to such Notice of Borrowing, subject, however, to the limitations set forth in Section 2.5. For purposes of this Agreement, the Fronting Lender shall, unless and until the Administrative Agent shall elect otherwise (subject, except during the continuance of an Event of Default, to the prior written consent of the Borrower, which consent shall not be unreasonably withheld, conditioned or delayed), be KeyBank.

“ Funded Indebtedness ” means, with respect to any Person, without duplication, all Indebtedness of such Person other than Indebtedness of the types referred to in clauses (f) and (h) of the definition of "Indebtedness" set forth in this Section 1.1.

“ Funds from Operations ” means with respect to any Person for any period, an amount equal to the Net Income of such Person for such period, computed in accordance with GAAP, excluding gains or losses from sales of depreciable properties, the cumulative effect of changes in accounting principles, and real estate depreciation and amortization. Funds from Operations shall be computed in accordance with the standards established by the National Association of Real Estate Investment Trusts (NAREIT).

“ GAAP ” means generally accepted accounting principles recognized as such in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the Financial Accounting Standards Board.

“ Group of Loans ” means, at any time, a group of Loans consisting of (i) all Committed Loans which are Alternate Base Rate Loans at such time, or (ii) all Committed Loans which are LIBOR Loans having the same Interest Period at such time.

“ Guarantee Obligation ” means as to any Person (the “ guaranteeing person ”), without duplication, any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The terms “ Guarantee ” and “ Guaranteed ” used as a verb shall have a correlative meaning.

“ Guaranty ” means the Unconditional Guaranty of Payment and Performance, dated of even date herewith, made by the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, as the same may be modified or amended, such Guaranty to be in form and substance satisfactory to the Administrative Agent.

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“ Indebtedness ” of any Person, without duplication, means, in each case whether direct or contingent, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guarantee Obligations of such Person, (g) the principal portion of all obligations of such Person under Capital Leases, (h) all Derivative Exposure and other obligations of such Person in respect of interest rate swap, collar, cap or other interest rate protection agreements, treasury locks, equity forward contracts, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements (including, but not limited to, Match Funding Agreements), (i) all obligations of such Person to repurchase any securities which repurchase obligation is related to the issuance thereof, (j) the maximum amount of all letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date, (l) the principal portion of all obligations of such Person for any Off Balance Sheet Liabilities and (m) such Person’s pro rata portion of the indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer.

“ Indemnitee ” has the meaning set forth in Section 9.3(b).

“ Interest Expense ” means, for any period, the interest expense (including, without limitation, the interest component under Capital Leases) of the Consolidated Parties for such period, as determined in accordance with GAAP.

“ Interest Payment Date ” means (a) as to Alternate Base Rate Loans, the first day of each calendar month (as to interest through the end of the prior calendar month) and the Maturity Date and (b) as to LIBOR Loans, the last day of each applicable Interest Period and the Maturity Date.

“ Interest Period ” means:

(a) with respect to each LIBOR Borrowing, the period commencing on the date of such Borrowing specified in the applicable Notice of Borrowing or on the date specified in the applicable Notice of Interest Rate Election and ending one, two or three months thereafter, as the Borrower may elect in the applicable Notice of Borrowing or Notice of Interest Rate Election; provided that:

(i) any Interest Period which would otherwise end on a day which is not a LIBOR Business Day shall be extended to the next succeeding LIBOR Business Day unless such LIBOR Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding LIBOR Business Day;

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(ii) any Interest Period which begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (iii) below, end on the last LIBOR Business Day of a calendar month; and

(iii) if any Interest Period includes a date on which a payment of principal of the Loans is required to be made under Section 2.10 but does not end on such date, then (x) the principal amount (if any) of each LIBOR Loan required to be repaid on such date shall have an Interest Period ending on such date and (y) the remainder (if any) of each such LIBOR Loan shall have an Interest Period determined as set forth above.

(b) With respect to each Alternate Base Rate Borrowing, the period commencing on the date of such Borrowing specified in the applicable Notice of Borrowing or on the date specified (or deemed specified) in the applicable Notice of Interest Rate Election and ending on the last day of the calendar month in which such Notice of Borrowing or Notice of Interest Rate Election was made (or deemed made); provided that if any Interest Period includes a date on which a payment of principal of the Loans is required to be made under Section 2.13 but does not end on such date, then (i) the principal amount (if any) of each Alternate Base Rate Loan required to be repaid on such date shall have an Interest Period ending on such date and (ii) the remainder (if any) of each such Alternate Base Rate Loan shall have an Interest Period determined as set forth above.

“ Investment Grade ” means, as to any asset or Person, such asset or the senior unsecured indebtedness of such Person is rated by at least one Rating Agency, and (i) if rated by S&P, having a rating of “BBB-” or higher and (ii) if rated by Fitch, having a rating of “BBB-“ or higher, and (iii) if rated by Moody’s, having a rating of “Baa3 “ or higher.

“ KeyBank ” means KeyBank National Association and its successors.

“ Legal Rate ” has the meaning set forth in Section 9.17.

“ Lender ” means each lender listed on the signature pages hereof, each Assignee which becomes a Lender pursuant to Section 9.6(b), and their respective successors.

“ Letter(s) of Credit ” has the meaning set forth in Section 2.2.

“ Letter of Credit Fee ” has the meaning set forth in Section 2.8(b).

“ Letter of Credit Collateral ” has the meaning set forth in Section 6.4.

“ Letter of Credit Collateral Account ” has the meaning set forth in Section 6.4.

“ Letter of Credit Documents ” has the meaning set forth in Section 2.16.

“ Letter of Credit Usage ” means at any time the sum of (i) the aggregate maximum amount available to be drawn under the Letters of Credit then outstanding, assuming compliance with all requirements for drawing referred to in such Letters of Credit, and (ii) the aggregate amount which has been drawn under Letters Credit but for which the applicable Fronting Lender and/or Lenders have not been reimbursed at such time.

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“ Leverage Ratio ” means, as of any date of calculation, the ratio of (i) Total Liabilities to (ii) Total Assets of the Consolidated Parties.

“ LIBOR Business Day ” means any Domestic Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London.

“ LIBOR Lending Office ” means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its LIBOR Lending Office) or such other office, branch or affiliate of such Lender as it may hereafter designate as its LIBOR Lending Office by notice to the Borrowers and the Administrative Agent.

“ LIBOR Loan ” means a Committed Loan to be made by a Lender as a LIBOR Loan in accordance with the applicable Notice of Committed Borrowing.

“ Lien ” means, with respect to any asset, any mortgage, lien (including any tax lien or assessment), pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the effect of creating a security interest. For purposes of this Agreement, the term “Lien” shall not include any Excepted Lien. For the purposes of this Agreement, any Borrowing Base Entity shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional or installment sales agreement, capital lease or other title retention agreement relating to such asset.

“ Loan ” means an Alternate Base Rate Loan or a LIBOR Loan and “ Loans ” means Alternate Base Rate Loans or LIBOR Loans or any combination of the foregoing.

“ Loan Documents ” means a collective reference to this Agreement, the Notes, the Guaranty, the Letter of Credit Documents and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto (in each case, as the same may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time).

“ London Interbank Offered Rate ” has the meaning set forth in Section 2.7(c).

“ Margin Stock ” has the meaning provided such term in Regulation U of the Federal Reserve Board.

“ Match Funding Agreements ” shall mean any and all agreements, devices or arrangements, the counterparty to which has a Credit Rating of at least A- by Standard & Poor’s or A3 by Moody’s or is otherwise acceptable to the Administrative Agent, designed to protect any Consolidated Party which is a party thereto from the fluctuations of interest rate, exchange rate or forward rate differences between individual assets owned by a Consolidated Party and the Indebtedness incurred by a Consolidated Party in connection with the origination or financing of such individual assets, including, but not limited to, dollar-denominated or cross-currency interest rate exchange agreements, Treasury locks, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options, puts and warrants.

“ Material Adverse Effect ” means an effect resulting from any circumstance or event or series of circumstances or events, of whatever nature (but excluding general economic conditions), which, taken as a whole, (i) could reasonably be expected to materially and adversely affect the business, operations, properties, assets or financial condition of NorthStar, any other Borrower, or, with respect to the Borrowing Base Entities, the Borrowing Base Entities taken as a whole, or (ii) could reasonably be expected to impair the ability of NorthStar, any other Borrower or any Borrowing Base Entity to fulfill its material obligations, including, if applicable, their ability to perform their respective obligations under the Loan Documents or which causes a Default under Section 5.8 hereof.

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“ Material Plan ” means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $1,000,000.

“ Materials of Environmental Concern ” means and includes pollutants, contaminants, wastes, toxic and hazardous substances, petroleum and petroleum by-products.

“ Maturity Date ” means the date when all of the Obligations hereunder shall be due and payable which shall be November 3, 2009, unless accelerated pursuant to the terms hereof.

“ Moody’s ” means Moody’s Investors Services, Inc. or any successor thereto.

“ Multiemployer Plan ” means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

“ Net Equity Proceeds ” means the aggregate cash proceeds received by the Consolidated Parties in respect of any Equity Issuance, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees and sales commissions) and (b) taxes paid or payable as a result thereof; it being understood, (i) that “Net Equity Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by the Consolidated Parties in any Equity Issuance, and (ii) that “Net Equity Proceeds” shall not include cash proceeds that are applied within thirty (30) days of the date of the related Equity Issuance to retire Capital Stock.

“ Net Equity Value ” means with respect to any Property Equity Interest, the lesser of (i) the un-depreciated Book Value of the related Real Property Asset (inclusive of any FAS 141 intangibles incurred in connection with the acquisition of such Real Property Asset) and (ii) the Underlying Real Estate Value of the related Real Property Asset less, in each case, any Indebtedness of any Person relating to such Real Property Asset which is permitted by the terms of Exhibit G hereto.

“ Net Equity CDO Value ” means with respect to any Eligible CDO Equity Interest, the lesser of (a) (i) with respect to an Eligible CDO Equity Interest in an Eligible CDO that is not a Consolidated Party, the Fair Market Value of such Eligible CDO Equity Interest, and (ii) with respect to an Eligible CDO Equity Interest in an Eligible CDO that is a Consolidated Party, an amount equal to (A) the Book Value to the extent the CDO collateral consists of loans or (B) the Fair Market Value to the extent the CDO collateral consists of real estate securities, as the case may be, minus the outstanding principal amount of all notes or real estate securities (including any capitalized interest thereon) issued by the related Eligible CDO (other than the Eligible CDO Equity Interest being valued), plus or minus the Fair Market Value of any interest rate swap relating to such Eligible CDO Equity Interest, and (b) the Net Outstanding Portfolio Balance under the CDO Indenture to which such Eligible CDO Equity Interest relates minus the outstanding principal amount of all notes or debt securities (including any capitalized interest thereon) issued by the related Eligible CDO.

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“ Net Income ” means, for any period, net income or loss after taxes for such period of the Consolidated Parties, as determined in accordance with GAAP.

“ Net Outstanding Portfolio Balance ” shall have the meaning set forth in the reports issued by the trustees pursuant to the applicable CDO Indentures; “Net Outstanding Portfolio Balance” may also refer to the “Principal Coverage Amount” as defined in the applicable CDO Indenture provided that such definition is acceptable to the Administrative Agent. If such term is not defined in any trustee report or by reference to the applicable CDO Indenture or the Administrative Agent reasonably determines that such definition is not acceptable, such term shall have the meaning agreed to by NorthStar and the Administrative Agent.

“ NNN Holdings ” means NRFC NNN Holdings, LLC, a Delaware limited liability company.

“Non-Wholly-Owned Subsidiary ” means a Subsidiary which is not a Wholly-Owned Subsidiary.

“ Non-Recourse Debt ” as to any Person means Indebtedness (i) for which the right of recovery of the obligee thereof is limited to recourse against the asset securing such Indebtedness (subject to such customary carve-out matters for which such Person has a Guarantee Obligation made in connection with such Indebtedness, such as fraud, misappropriation, bankruptcy, misapplication and environmental indemnities, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied) at which time the obligations with respect to any such customary carve-out shall not be considered Non-Recourse Debt, to the extent that such claim is a liability of such Person for GAAP purposes) and/or (ii) other Indebtedness for which such Person has no Guarantee Obligation (other than guarantees of customary carve-out matters made in connection with such Indebtedness, such as fraud, misappropriation, bankruptcy, environmental matters and misapplication, unless, until and for so long as a claim for payment or performance has been made thereunder (which has not been satisfied), at which time such guarantee of any such customary carve-out shall not be considered Non-Recourse Debt of such Person, to the extent that such claim is a liability of such Person for GAAP purposes).

“ Non-NorthStar Plan ” means any Plan other than a NorthStar Plan.

“ NorthStar’s 2005 Form 10-K ” means NorthStar’s annual report on Form 10-K for the Fiscal Year ended December 31, 2005, as filed with respect to NorthStar with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.

“ NorthStar’s 2006 Form 10-Q ” means the quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2006, as filed with respect to NorthStar with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934.

“ NorthStar Plan ” means a Plan in the ERISA Group sponsored, maintained or contributed to by NorthStar, NorthStar OP or any other Borrower.

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“ Notes ” means promissory notes of the Borrowers, substantially in the form of Exhibit “A” hereto, evidencing the obligation of the Borrowers to repay the Loans, and “Note” means any one of such promissory notes issued hereunder.

“ Notice of Borrowing ” means a Notice of Committed Borrowing (as defined in Section 2.3).

“ Notice of Interest Rate Election ” has the meaning set forth in Section 2.6.

“ NS Holdings I ” means NS Holdings I, LLC, a Delaware limited liability company.

“ NS Holdings II ” means NS Holdings II, LLC, a Delaware limited liability company.

“ NS Holdings III ” means NS Holdings III, LLC, a Delaware limited liability company.

“ Obligations ” means all obligations, liabilities and indebtedness of every nature of the Borrowers, from time to time owing to any Lender under or in connection with this Agreement or any other Loan Document, including, without limitation, (i) the outstanding principal amount of the Committed Loans at such time, plus (ii) the Letter of Credit Usage at such time.

“ Off Balance Sheet Asset ” means, with respect to any Person, any asset that is subject to an Off Balance Sheet Financing, and as a result of such transaction such asset does not (and is not required pursuant to GAAP) to appear as an asset on the balance sheet of such Person.

“ Off Balance Sheet Liabilities ” means, with respect to any Person, any (a) repurchase obligation or liability, contingent or otherwise, of such Person with respect to any mortgages, mortgage notes, accounts or notes receivable sold, transferred or otherwise disposed of by such Person, (b) repurchase obligation or liability, contingent or otherwise, of such Person with respect to property or assets leased by such Person as lessee and (c) obligations, contingent or otherwise, of such Person under any Off Balance Sheet Transaction, in each case, if the transaction giving rise to such obligation (i) is considered Indebtedness for borrowed money for tax purposes, and (ii) does not (and is not required pursuant to GAAP) to appear as a liability on the balance sheet of such Person.

“ Off Balance Sheet Transaction ” means, with respect to any Person, any synthetic lease, tax retention operating lease, commercial mortgage backed securities transaction, securitization transaction, collateralized debt obligation transaction, off balance sheet loan or similar off balance sheet financing.

“ Outstanding Balance ” means at any time, and from time to time, the sum of (i) the aggregate outstanding principal balance of all Committed Loans and (ii) the Letter of Credit Usage.

“ Parent ” means, with respect to any Lender, any Person controlling such Lender.

“ Participant ” has the meaning set forth in Section 9.6(c).

“ Partnership ” means any general or limited partnership, joint venture, corporation, limited liability company, limited liability partnership, limited liability limited partnership or other Person which is not a natural Person or the estate of a deceased natural Person and which owns directly an interest in real property.

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“ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“ Person ” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Plan ” means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person which was at such time a member of the ERISA Group.

“ Preferred Distributions ” means for any period, the amount of any and all Distributions paid, declared but not yet paid or otherwise due and payable to the holders of any form of preferred stock or partnership interest (whether perpetual, convertible or otherwise) or other ownership or beneficial interest in NorthStar or any Subsidiary thereof that entitles the holders thereof to preferential payment or distribution priority with respect to dividends, distributions, assets or other payments over the holders of any other stock, partnership interest or other ownership or beneficial interest in such Person.

“ Preferred Securities ” means any stock, shares or other such interests (which is not the subject of a bankruptcy or similar proceeding) in and to a Person primarily and directly engaged (directly or through a Subsidiary) in the business of the ownership, operation and/or management of real property, the terms of which stock, shares or other interests provide the holders of the shares thereof with a liquidation preference in the assets of such Person in relation to the holders of the common stock of such Person.

“ Prime Rate ” means the rate of interest publicly announced by KeyBank from time to time as its Prime Rate.

“ Property Equity Interest ” means, with respect to a Real Property Asset, the ownership interest in such Real Property Asset.

“ Property Expenses ” means, with respect to any applicable time period for any Real Property Asset, the costs of maintaining such Real Property Asset which are the responsibility of the owner thereof, including, without limitation, taxes, insurance, repairs and maintenance during such period.

“ Property NOI ” means, with respect to any applicable time period for any Real Property Asset, (a) Property Revenues for such period with respect to such Real Property Asset less (b) the sum of (i) Property Expenses for such period with respect to such Real Property Asset, plus (ii) the Capital Replacement Reserve amount for such Real Property Asset during such period (but only to the extent NorthStar or an Affiliate of NorthStar is responsible for such costs), plus (iii) a management fee in the amount of three percent (3%) of total revenues derived from the Real Property Asset during such period; provided, that such amount shall be exclusive of any adjustment for such period attributable to the Straight-Lining of Rents.

“ Property Revenues ” means, with respect to any applicable time period for any Real Property Asset, the base rent, expense reimbursement and other recurring rental income received during such period (other than prepaid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ obligations for rent).

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“ Rating Agencies ” means, collectively, S&P, Moody’s and Fitch.

“ Real Estate Securities ” means securities issued (i) pursuant to a securitization of commercial mortgage loans or (ii) by a real estate operating company or REIT.

“ Real Property Assets ” means, as of any time as to any Person, the real property assets in which such Person has a fee title ownership interest or possesses a leasehold interest at such time.

“ Real Property Subsidiary ” has the meaning set forth in Section 5.23.

“ Recourse Debt ” as to any Person means all Indebtedness other than Non-Recourse Debt. TruPS shall be considered Recourse Debt for purposes of Section 6.1(e).

“ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Required Lenders ” means at any time Lenders having at least 66.67% of the aggregate amount of the Commitments or, if the Commitments shall have been terminated, holding Notes and/or participations in Letters of Credit evidencing at least 66.67% of the aggregate unpaid principal amount of the Committed Loans and Letter of Credit Usage.

“ Scheduled Amortization Payments ” means, for a given period, the sum of all scheduled payments of principal on Funded Indebtedness for the Consolidated Parties for the applicable period ending on such date (including the principal component of payments due on Capital Leases during the applicable period); it being understood that Scheduled Amortization Payments shall not include any one-time “bullet”, “lump sum” or “balloon” payments due in respect of Funded Indebtedness.

“ Senior Management Fees ” means revenue derived from senior management fees payable to NS Advisors in respect of the management of a Borrowing Base Asset less any costs incurred by the Consolidated Parties that are allocable to the such revenues.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“ Solvent ” means, with respect to any Person, that (i) the fair saleable value of such Person’s assets exceeds the Indebtedness of such Person, (ii) such Person has the ability to generally pay its debts and other liabilities as they become due in ordinary course of business and (iii) such Person has sufficient capital to conduct its business in the ordinary course of business.

“ Special Purpose Entity ” means any entity whose structure and organizational and governing documents satisfy, in form and substance, Rating Agency special purpose entity requirements.

“ Straight-Lining of Rents ” means, with respect to any lease, the method by which rent with respect to such lease is considered earned or expensed equally over the term of such lease despite the existence of (i) any free rent periods under such lease and (ii) any rent step-up provisions under such lease.

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“ Subordinated Assets ” means Subordinated Debt Assets and Preferred Securities.

“ Subordinated Debt Assets ” means as to any Person, mezzanine or other subordinated indebtedness owed to such Person, which is not the subject of a bankruptcy or similar proceeding, is fully performing as to payment and material nonpayment obligations thereunder and is secured by (i) a Lien of a properly recorded mortgage, deed of trust or other similar security instrument on a fee interest or a leasehold interest in real property and all collateral security related thereto, which indebtedness is subject to only to a first Lien of a recorded mortgage, deed of trust or other similar security instrument or (ii) a pledge of the direct or indirect ownership interests in the Person owing such mezzanine or other indebtedness, which ownership interests are subject to no other Lien.

“ Subsidiary ” means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by NorthStar.

“ Subsidiary Guarantor ” means (i) each Subsidiary of a Borrower that owns Borrowing Base Assets included in the Borrowing Base Assets Pool (other than any Real Property Subsidiary or any CDO Subsidiary), (ii) NNN Holdings, (iii) NS Holdings I, (iv) NS Holdings II and (v) NS Holdings III, together with any Subsidiary of a Borrower that shall become a Subsidiary Guarantor pursuant to Section 5.24.

“ Syndication Agent ” means Bank of America, N.A., in its capacity as Syndication Agent hereunder, and its permitted successors in such capacity in accordance with the terms of this Agreement.

“ Term ” has the meaning set forth in Section 2.9.

“ Termination Event ” means, with respect to a NorthStar Plan, or with respect to a Non-NorthStar Plan (but, as to any Non-NorthStar Plan, only to the extent an event described in (i) through (v) below would result in a Material Adverse Effect), (i) a “reportable event”, as such term is described in Section 4043 of ERISA (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(e) of ERISA, (ii) the withdrawal by any member of the ERISA Group from a Multiemployer Plan during a plan year in which it is a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), or the incurrence of liability by any member of the ERISA Group under Section 4064 of ERISA upon the termination of a Multiemployer Plan, (iii) the filing of a notice of intent to terminate any Plan under Section 4041 of ERISA, other than in a standard termination within the meaning of Section 4041 of ERISA, or the treatment of a Plan amendment as a distress termination under Section 4041 of ERISA, (iv) the institution by the PBGC of proceedings to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or cause a trustee to be appointed to administer, any Plan or (v) any other event or condition that would constitute grounds for the termination of, or the appointment of a trustee to administer, any Plan or the imposition of any liability or encumbrance or Lien on any Real Property Assets or any member of the ERISA Group under ERISA.

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“ Total Available Commitments ” means, at any time of determination, the lesser of (a) the aggregate amount of the Commitments at such time, or (b) the then Borrowing Base Availability.

“ Total Assets ” means, as to any Person as of any date, all assets of such Person determined in accordance with GAAP, adjusted (i) to give effect to the proportional ownership by such Person of any Non-Wholly-Owned Subsidiary of such Person and any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer and (ii) to include on the balance sheet of such Person any Off Balance Sheet Assets of such Person.

“ Total Liabilities ” means the sum of (i) total liabilities of the Consolidated Parties, as determined in accordance with GAAP (exclusive of escrow deposits and other liabilities for which cash has been received and is classified under “restricted cash” on the balance sheet of such Person), plus (ii) the total Contingent Obligations of the Consolidated Parties, in each case adjusted (A) to give effect to the proportional ownership by such Person of any Non-Wholly-Owned Subsidiary of such Person and any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer and (B) to include on the balance sheet of such Person any Off Balance Sheet Liabilities of such Person, minus , Indebtedness of the Consolidated Parties in respect of TruPS.

“ TruPS ” means those REIT trust preferred securities issued by a Consolidated Party identified on Schedule 1.1 hereto and such other REIT trust preferred securities issued by a Consolidated Party which are approved by the Administrative Agent, in each case which are expressly subordinated to all other Indebtedness of the Consolidated Parties. REIT trust preferred securities issued by a Consolidated Party shall be approved by the Administrative Agent if such securities are issued on terms substantially similar to those securities listed on Schedule 1.1, as determined by the Administrative Agent in its reasonable discretion.

“ Underlying Asset ” means as to any First Mortgage Asset or Subordinated Debt Asset, the real property encumbered thereby or, as to any Preferred Securities, the real property which is owned directly by the Person in which the Securities are part of the equity structure thereof.

“ Underlying Real Estate Value ” means as to any Real Property Assets or any Underlying Assets (a) the appraised value of the real property as reflected in the most recent MAI appraisal in form and substance reasonably acceptable to the Administrative Agent or (b) where no MAI appraisal is available, (i) the annualized Property NOI for such property based upon the most recently completed two fiscal quarters, divided by (ii) the Capitalization Rate.

“ Unfunded Liabilities ” means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a reasonably likely liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

“ United States ” means the United States of America, including the fifty states and the District of Columbia.

“ Unused Commitment Fee ” has the meaning set forth in Section 2.8(c).

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“ Wholly-Owned Subsidiary ” means, with respect to any Person, a Subsidiary of such Person of which one hundred percent (100%) of the outstanding shares of stock or other equity interests are owned, directly or indirectly, by such Person (excluding, in the case of NRFC Sub-REIT, preferred shares that are owned by a Person other than a Borrower solely for purposes of compliance with the REIT minimum number of shareholders rules).

Section 1.2 Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent (except for changes concurred in by NorthStar’s independent public accountants) with the most recent audited consolidated financial statements of NorthStar and its Consolidated Subsidiaries delivered to the Administrative Agent; provided that, if the Borrowers notify the Administrative Agent that the Borrowers wish to amend any covenant in Article V to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrowers that the Required Lenders wish to amend Article V for such purpose), then the applicable Person’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrowers and the Required Lenders. All calculations with respect to the defined terms and the covenants in Article V shall be done without duplication.

Section 1.3 Types of Borrowings . The term “Borrowing” denotes the aggregation of Loans of one or more Lenders to be made to the Borrowers pursuant to Article II on the same date, all of which Loans are of the same type (subject to Article VIII) and, except in the case of Alternate Base Rate Loans, have the same Interest Period. Borrowings are classified for purposes of this Agreement either by reference to the pricing of Loans comprising such Borrowing ( e.g. , a “LIBOR Borrowing” is a Borrowing comprised of LIBOR Loans) or by reference to the provisions of Article II under which participation therein is determined ( i.e. , a “Committed Borrowing” is a Borrowing under Section 2.1 in which all Lenders participate in proportion to their Commitments).

ARTICLE II

THE COMMITMENTS

Section 2.1 Commitments to Lend . Each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Committed Loans to the Borrowers or participate in Letters of Credit issued by the Fronting Lender on behalf of Borrowers pursuant to this Article from time to time during the term hereof in amounts such that the aggregate principal amount of Committed Loans by such Lender at any one time outstanding plus such Lender’s pro rata share (based on the ratio of its Commitment to the aggregate of all Commitments) of Letter of Credit Usage shall not exceed the amount of its Available Commitment. The aggregate amount of Committed Loans together with the Letter of Credit Usage shall not exceed the lesser of (i) the Facility Amount and (ii) the Total Available Commitments . The aggregate dollar amount of Letters of Credit Usage shall not at any time exceed Ten Million Dollars ($10,000,000) . Each Borrowing outstanding under this Section 2.1 (other than a Borrowing in connection with a draw under a Letter of Credit) shall be in an aggregate principal amount of $5,000,000 (for LIBOR Loans) or $1,000,000 (for Alternate Base Rate Loans), or in each case an integral multiple of $1,000,000 in excess thereof (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.2(c)) and shall be made from the several Lenders ratably in proportion to their respective Commitments. Subject to the limitations set forth herein, any amounts repaid may be reborrowed.

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Section 2.2 Notice of Committed Borrowing . The Borrowers shall give Administrative Agent notice not later than 12:00 noon (New York, New York time) (x) one (1) Domestic Business Day before each Alternate Base Rate Borrowing, or (y) three (3) LIBOR Business Days before each LIBOR Borrowing, specifying:

(i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a LIBOR Business Day in the case of a LIBOR Borrowing,

(ii) the aggregate amount of such Borrowing,

(iii) whether the Loans comprising such Borrowing are to be Alternate Base Rate Loans or LIBOR Loans,

(iv) in the case of a LIBOR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period,

(v) the Total Available Commitments,

(vi) the Outstanding Balance.

Together with the notice to the Administrative Agent as specified immediately above, the Borrowers shall deliver to the Administrative Agent a completed, current certificate, identifying the Borrowing Base Assets against which the Borrowing is being requested, setting forth the calculation of Borrowing Base Availability, and providing other information concerning the Borrowing Base and the Borrowers, in the form attached hereto as Exhibit D (a “Borrowing Base Certificate”).

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The Borrowers shall give the Administrative Agent and the designated Fronting Lender, written notice that it desires to have Letters of Credit (a “ Letter of Credit ”) issued hereunder no later than 10:00 A.M., New York, New York time, at least five (5) Domestic Business Days prior to the date of such issuance. Each such notice shall specify (i) the designated Fronting Lender (if other than KeyBank and, if not KeyBank, such other Fronting Lender shall be subject to the approval of the Administrative Agent), (ii) the aggregate amount of the requested Letters of Credit, (iii) the individual amount of each requested Letter of Credit and the number of Letters of Credit to be issued, (iv) the date of such issuance (which shall be a Domestic Business Day), (v) the name and address of the beneficiary, (vi) the expiration date of the Letter of Credit (which in no event shall be in excess of twelve (12) months from the date of issuance or less than thirty (30) days prior to the Maturity Date), (vii) the purpose and circumstances for which such Letter of Credit is being issued, (viii) the terms upon which such Letter of Credit may be drawn down (which terms shall be approved by the Fronting Lender), (ix) the Total Available Commitments, (x) the Borrowing Base Assets against which the issuance of the Letter(s) of Credit is being requested and the Borrowing Base Value of such Borrowing Base Assets (taking into consideration the amount of all Borrowings and Letter of Credit Usage outstanding with respect to such Borrowing Base Assets), including a certification from the chief financial officer or chief accounting officer of NorthStar setting forth in reasonable detail the manner by which the foregoing calculations have been made, and (xi) the Outstanding Balance. Together with the notice to the Administrative Agent as specified immediately above, the Borrowers shall deliver to the Administrative Agent a completed, current Borrowing Base Certificate stating that, after taking into account the issuance of any such Letter(s) of Credit, the Borrowers shall be in full compliance with all of the covenants contained in Section 5.8 of this Agreement and that the requirements with respect to the Borrowing Base Values shall be met. Each such notice may be revoked telephonically by Borrowers to each of the applicable Fronting Lender and the Administrative Agent any time prior to the date of issuance of the Letter of Credit by the applicable Fronting Lender, provided such revocation is confirmed in writing by Borrowers to Fronting Lender and the Administrative Agent within one (1) Domestic Business Day by facsimile. No later than 10:00 A.M. New York, New York time on the date that is five (5) Domestic Business Days prior to the date of issuance, Borrowers shall specify a precise description of the documents and the verbatim text of any certificate to be presented by the beneficiary of such Letter of Credit, which if presented by such beneficiary prior to the expiration date of the Letter of Credit would require Fronting Lender to make a payment under the Letter of Credit; provided that Fronting Lender may, in its reasonable judgment, require reasonable changes in any such documents and certificates only in conformity with changes in customary and commercially reasonable practice or law and provided further, that no Letter of Credit shall require payment against a conforming draft to be made thereunder on the following Domestic Business Day that such draft is presented if such presentation is made later than 10:00 A.M. New York, New York time (except that if the beneficiary of any Letter of Credit requests at the time of the issuance of its Letter of Credit that payment be made on the same Domestic Business Day against a conforming draft, such beneficiary shall be entitled to such a same day draw, provided such draft is presented to the applicable Fronting Lender no later than 10:00 A.M. New York, New York time and provided further that, prior to the issuance of such Letter of Credit, Borrowers shall have requested to Fronting Lender and the Administrative Agent that such beneficiary shall be entitled to a same day draw). In determining whether to pay on such Letter of Credit, Fronting Lender shall be responsible only to determine that the documents and certificates required to be delivered under the Letter of Credit have been delivered and that they comply on their face with the requirements of that Letter of Credit.

Section 2.3 Notice to Lenders; Funding of Loans .

(a) Upon receipt of a notice from Borrowers in accordance with Section 2.2 hereof (each such notice being a “ Notice of Committed Borrowing ”), the Administrative Agent shall, on the date such Notice of Committed Borrowing is received by the Administrative Agent, notify each Lender of the contents thereof and of such Lender’s share of such Borrowing, of the interest rate determined pursuant thereto and the Interest Period(s) (if different from those requested by the Borrowers) and (unless such Notice of Committed Borrowing is for the issuance of a Letter of Credit) such Notice of Committed Borrowing shall not thereafter be revocable by the Borrowers, except as is otherwise specifically provided for in this Agreement.

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(b) Not later than 1:00 p.m. (New York, New York time) on the date of each Borrowing as indicated in the Notice of Committed Borrowing, each Lender shall (except with respect to Notices of Committed Borrowing for issuances of Letters of Credit) make available its share of such Borrowing in Federal funds immediately available in New York, New York, to the Administrative Agent at its address referred to in Section 9.1. If Borrowers have requested the issuance of a Letter of Credit, no later than 12:00 Noon (New York, New York time) on the date of such issuance as indicated in the Notice of Committed Borrowing, Fronting Lender shall issue such Letter of Credit in the amount so requested and deliver the same to Borrower, with a copy thereof to the Administrative Agent. Immediately upon the issuance of each Letter of Credit by Fronting Lender, such Fronting Lender shall be deemed to have sold and transferred to each other Lender, and each such other Lender shall be deemed to, and hereby agrees to, have irrevocably and unconditionally purchased and received from Fronting Lender, without recourse or warranty, an undivided interest and a participation in such Letter of Credit, any drawing thereunder, and the obligations of Borrowers hereunder with respect thereto, and any security therefor or guaranty pertaining thereto, in an amount equal to such Lender’s ratable share thereof (based upon the ratio its Commitment bears to the aggregate of all Commitments). Upon any change in any of the Commitments in accordance herewith, there shall be an automatic adjustment to such participations to reflect such changed shares. The applicable Fronting Lender shall have the primary obligation to fund any and all draws made with respect to such Letter of Credit notwithstanding any failure of a participating Lender to fund its ratable share of any such draw. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will instruct the applicable Fronting Lender to make such Letter of Credit available to the Borrowers and such Fronting Lender shall make such Letter of Credit available to the Borrowers at the Borrowers’ aforesaid address on the date of the issuance of such Letter of Credit. Without in any way implying a right of Fronting Lender not to issue a Letter of Credit as provided for herein, if a Fronting Lender shall fail to issue a Letter of Credit (notwithstanding that the applicable conditions specified in Article III have been satisfied), the Borrowers may designate a substitute Fronting Lender, provided that the notice periods set forth in Section 2.2(b) above shall begin anew.

(c) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.3 and the Administrative Agent may, in reliance upon such assumption, but shall not be obligated to, make available to the Borrowers on such date a corresponding amount on behalf of such Lender. If and to the extent that such Lender shall not have so made such share available to the Administrative Agent, such Lender and, without prejudice with respect to its rights and remedies against such Lender, the Borrowers, severally agree to repay to the Administrative Agent, within one (1) Domestic Business Day following receipt of demand, such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrowers, a rate per annum equal to the interest rate applicable thereto pursuant to Section 2.6 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement. If at any time, any Lender shall fail to make available to the Administrative Agent such Lender’s share of any such Borrowing, as provided for in this Section 2.3(c), the Borrowers shall have the right, upon five (5) Domestic Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Lender for an amount equal to such Lender’s outstanding Committed Loans, and to become a Lender hereunder, which offer such Lender is hereby required to accept, or (y) to repay in full all Committed Loans then outstanding of such Lender, together with interest and all other amounts due thereon, upon which event, such Lender’s Commitment shall be deemed to be cancelled pursuant to Section 2.11(c) and the Facility Amount shall be reduced by a corresponding amount.

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Section 2.4 Notes .

(a) The Committed Loans of each Lender shall be evidenced by a single Note payable to the order of such Lender for the account of its Applicable Lending Office.

(b) Each Lender may, by notice to the Borrowers and the Administrative Agent, request that its Committed Loans be evidenced by a separate Note in an amount equal to the aggregate unpaid principal amount of such Committed Loans. Any additional costs incurred by the Administrative Agent, the Borrowers or the Lenders in connection with preparing such a Note shall be at the sole cost and expense of the Lender requesting such Note. In the event any Committed Loans evidenced by such a Note are paid in full prior to the Maturity Date, any such Lender shall return such Note to the Borrowers. Each such Note shall be in substantially the form of Exhibit A hereto with appropriate modifications to reflect the fact that it evidences solely Loans of the relevant type. Each reference in this Agreement to the “ Note ” of such Lender shall be deemed to refer to and include any or all of such Notes, as the context may require.

(c) Upon receipt of each Lender’s Note pursuant to Section 3.1(a), the Administrative Agent shall forward such Note to such Lender. Each Lender shall record in its records the date, amount, type and maturity of each Loan made by it and the date and amount of each payment of principal made by the Borrowers with respect thereto, and may, if such Lender so elects in connection with any transfer or enforcement of its Note, endorse on the appropriate schedule appropriate notations to evidence the foregoing information with respect to each such Loan then outstanding; provided that the failure of any Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrowers so to endorse its Note and to attach to and make a part of its Note a continuation of any such schedule as and when required.

(d) The Loans shall mature, and the remaining principal amount thereof shall be due and payable by the Borrowers, on the Maturity Date.

(e) There shall be no more than six (6) Interest Periods applicable to the LIBOR Loans outstanding at any one time. Notwithstanding the foregoing, subject to the approval of the Administrative Agent, in the event the Borrowers wish to combine one or more LIBOR Loans into a single Interest Period, the Borrowers may from time to time be entitled to select an Interest Period of less than one month, with interest at a rate per annum equal to the sum of (i) the Adjusted London Interbank Offered Rate on the date of determination for an Interest Period of one (1) month plus (ii) the Applicable Margin for LIBOR Loans on such date of determination.

Section 2.5 Letters of Credit .

(a) Subject to the terms contained in this Agreement and the other Loan Documents, upon the receipt of a Notice of Committed Borrowing requesting the issuance of a Letter of Credit, Fronting Lender shall issue a Letter of Credit or Letters of Credit in such form as is reasonably acceptable to Borrowers, in an aggregate amount equal to the amount requested, provided that after the issuance of such Letters of Credit, (i) the aggregate amount of issued and outstanding Letters of Credit shall not exceed Ten Million Dollars ($10,000,000), and (ii) the Letter of Credit Usage, when added to the aggregate principal amount of the Committed Loans outstanding, shall not exceed the lesser of (y) the Total Available Commitments, and (z) the Facility Amount. Fronting Lender shall promptly notify Administrative Agent and each Lender of the issuance of any such Letter of Credit, together with the amount thereof, simultaneously therewith.

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(b) Each Letter of Credit shall be issued in the minimum aggregate amount of One Million Dollars ($1,000,000) or any amount in excess thereof.

(c) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereunder, Fronting Lender shall promptly notify Borrowers and the Administrative Agent (and the Administrative Agent shall promptly notify each Lender thereof) on or before the date on which Fronting Lender intends to honor such drawing, and, except as provided in this subsection (c), Borrowers shall reimburse Fronting Lender, in immediately available funds, on the same day on which such drawing is honored in an amount equal to the amount of such drawing. Notwithstanding anything contained herein to the contrary, however, unless Borrowers shall have notified the Administrative Agent and Fronting Lender prior to 10:00 a.m. (New York, New York time) on the date of such drawing (provided that the same shall be a Domestic Business Day) that Borrowers intend to reimburse Fronting Lender for the amount of such drawing with funds other than the proceeds of the Loans, Borrowers shall be deemed to have timely given a Notice of Committed Borrowing pursuant to Section 2.2 to the Administrative Agent, requesting a Borrowing of Alternate Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing. Each Lender shall, in accordance with Section 2.3(b), make available its share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse Fronting Lender for the amount of such draw. In the event that any Lender fails to make available to Fronting Lender the amount of such Lender’s participation on the date of a drawing, Fronting Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Federal Funds Rate commencing on the date of drawing.

(d) If, after the date hereof, any change in any law or regulation or in the interpretation thereof by any court or administrative or governmental authority charged with the administration thereof shall either (a) impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, or participations in any letter of credit, upon any Lender (including Fronting Lender) or (b) impose on any Lender any other condition regarding this Agreement or such Lender (including Fronting Lender) as it pertains to the Letters of Credit or any participation therein and the result of any event referred to in the preceding clause (a) or (b) shall be to increase the cost to the Fronting Lender or any Lender of issuing or maintaining any Letter of Credit or participating therein then the Borrowers shall pay to the Fronting Lender or such Lender, upon written demand therefor to the Borrowers from the Administrative Agent (provided such demand is received by the Borrowers within one hundred twenty (120) days following the date on which such increased cost becomes effective as against the Fronting Lender or such Lender), such additional amounts as shall be required to compensate the Fronting Lender or such Lender for such increased costs or reduction in amounts received or receivable hereunder together with interest thereon at the Federal Funds Rate plus the Applicable Margin on Alternate Base Rate Loans at such time. The amount specified in the written demand shall be conclusive in the absence of demonstrable error.

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(e) Borrower hereby agrees to protect, indemnify, pay and save Fronting Lender harmless from and against any and all actual claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable, actual attorneys’ fees and disbursements) which Fronting Lender may incur or be subject to as a result of (i) the issuance of the Letters of Credit, other than as a result of the gross negligence or willful misconduct of Fronting Lender or (ii) the failure of Fronting Lender to honor a drawing under any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (collectively, “ Governmental Acts ”). As between Borrowers or any Fronting Lender, Borrowers assume all risks of the acts and omissions of, or misuses of the Letters of Credit issued by Fronting Lender by, the beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Fronting Lender shall not be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged unless the Fronting Lender’s payment of under such Letter of Credit constitutes gross negligence or willful misconduct; (ii) for the validity or insufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit unless the Fronting Lender’s acquiescence to such noncompliance constitutes gross negligence or willful misconduct; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any message, by mail, cable, telegraph, telex, facsimile transmission, or otherwise; (v) for errors in interpretation of any technical terms; (vi) for any loss or delay in the transmission or otherwise of any documents required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of such Letter of Credit; and (viii) for any consequence arising from causes beyond the control of Fronting Lender including any Government Acts. None of the above shall affect, impair or prevent the vesting of Fronting Lender’s rights and powers hereunder. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by Fronting Lender under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith, shall not put Fronting Lender under any resulting liability to the Borrowers.

(f) If Fronting Lender or the Administrative Agent is required at any time, pursuant to any bankruptcy, insolvency, liquidation or reorganization law or otherwise, to return to any Borrower any reimbursement by any Borrower of any drawing under any Letter of Credit, each Lender shall pay to Fronting Lender or the Administrative Agent, as the case may be, its share of such payment, but without interest thereon unless Fronting Lender or the Administrative Agent is required to pay interest on such amounts to the person recovering such payment, in which case with interest thereon, computed at the same rate, and on the same basis, as the interest that Fronting Lender or the Administrative Agent is required to pay.

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Section 2.6 Method of Electing Interest Rates .

(a) The Loans included in each Borrowing shall bear interest initially at the type of rate specified by the Borrowers in the applicable Notice of Committed Borrowing. Thereafter, the Borrowers may from time to time elect to change or continue the type of interest rate borne by each Group of Loans (subject in each case to the provisions of Article VIII), as follows:

(i) if such Loans are Alternate Base Rate Loans, the Borrowers may elect to convert such Loans to LIBOR Loans as of any LIBOR Business Day; or

(ii) if such Loans are LIBOR Loans, the Borrowers may elect to convert such Loans to Alternate Base Rate Loans or elect to continue such Loans as LIBOR Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans, or on such other date designated by Borrowers in the Notice of Interest Rate Election, provided Borrowers shall pay any losses pursuant to Section 2.13.

Each such election shall be made by delivering a notice (a “ Notice of Interest Rate Election ”) to the Administrative Agent at least three (3) LIBOR Business Days before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans comprising such Group, (ii) the portion to which such Notice of Interest Rate Election applies, and the remaining portion to which it does not apply, are each $500,000 or any larger multiple of $100,000, (iii) there shall be no more than six (6) Interest Periods applicable to the LIBOR Loans outstanding at any one time, (iv) no Loan may be continued as, or converted into, a LIBOR Loan when any Event of Default has occurred and is continuing, and (v) no Interest Period shall extend beyond the Maturity Date.

(b) Each Notice of Interest Rate Election shall specify:

(i) the Group of Loans (or portion thereof) to which such notice applies;

(ii) the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above;

(iii) if the Loans comprising such Group of Loans are to be converted, the new type of Loans and, if such new Loans are LIBOR Loans, the duration of the initial Interest Period applicable thereto; and

(iv) if such Loans are to be continued as LIBOR Loans for an additional Interest Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period.

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(c) Upon receipt of a Notice of Interest Rate Election from the Borrowers pursuant to subsection (a) above, the Administrative Agent shall notify each Lender the same day as it receives such Notice of Interest Rate Election of the contents thereof, the interest rates determined pursuant thereto and the Interest Periods (if different from those requested by the Borrowers) and such Notice of Interest Rate Election shall not thereafter be revocable by the Borrowers. If the Borrowers fail to deliver a timely Notice of Interest Rate Election to the Administrative Agent for any Group of LIBOR Loans, such Loans shall be converted into a LIBOR Loan with an Interest Period applicable thereto of one (1) month.

Section 2.7 Interest Rates .

(a) Each Alternate Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until the date it is repaid or converted into a LIBOR Loan pursuant to Section 2.6 or at the Maturity Date, at a rate per annum equal to the sum of the Applicable Margin for Alternate Base Rate Loans for such day plus the Alternate Base Rate. Such interest shall be payable for each Interest Period on each Interest Payment Date.

(b) Each LIBOR Loan shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of the Applicable Margin for LIBOR Loans for such day plus the Adjusted London Interbank Offered Rate applicable to such Interest Period. Such interest shall be payable for each Interest Period on each Interest Payment Date.

The “ Adjusted London Interbank Offered Rate ” applicable to a particular Interest Period shall mean a rate per annum equal to the product arrived at by multiplying the London Interbank Offered Rate applicable to such Interest Period by a fraction (expressed as a decimal), the numerator of which shall be the number one and the denominator of which shall be the number one minus the aggregate reserve percentages (expressed as a decimal) from time to time established by the Board of Governors of the Federal Reserve System of the United States and any other banking authority to which the Administrative Agent is now or hereafter subject, including, but not limited to, any reserve on Eurocurrency Liabilities as defined in Regulation D of the Board of Governors of the Federal Reserve System of the United States at the ratios provided in such Regulation from time to time, it being agreed that each LIBOR Loan shall be deemed to constitute Eurocurrency Liabilities, as defined by such Regulation, and it being further agreed that such Eurocurrency Liabilities shall be deemed to be subject to such reserve requirements without benefit of or credit for prorations, exceptions or offsets that may be available to the Administrative Agent from time to time under such Regulation and irrespective of whether the Administrative Agent actually maintains all or any portion of such reserve.

The “ London Interbank Offered Rate ” applicable to a particular Interest Period shall mean a rate per annum equal to the rate for U.S. dollar deposits with maturities comparable to such Interest Period as shown in Dow Jones Markets (formerly Telerate) (Page 3750) as of 11:00 a.m., London time, two (2) LIBOR Business Days prior to the commencement of such Interest Period; provided , however , that if such rate does not appear on Dow Jones Markets, the “London Interbank Offered Rate” applicable to a particular Interest Period shall mean a rate per annum equal to the rate at which U.S. dollar deposits in an amount approximately equal to the applicable LIBOR Loan(s), and with maturities comparable to the last day of the Interest Period with respect to which such London Interbank Offered Rate is applicable, are offered in immediately available funds in the London Interbank Market to the London office of the Administrative Agent by leading banks in the Eurodollar market at 11:00 a.m., London time, two (2) LIBOR Business Days prior to the commencement of the Interest Period to which such London Interbank Offered Rate is applicable.

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(c) In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal amount of the Committed Loans, and, to the extent permitted by applicable law, overdue interest in respect of all Committed Loans shall bear interest at the annual rate equal to the sum of three percent (3%) plus the rate otherwise applicable to the Loans (the “ Default Rate ”). Any amounts due and unpaid hereunder shall be payable upon demand therefor.

(d) The Administrative Agent shall determine each interest rate applicable to the Committed Loans hereunder. The Administrative Agent shall give prompt notice to the Borrowers and the Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of demonstrable error. The Administrative Agent shall send an invoice to the Borrowers setting forth the interest due at least five (5) Domestic Business Days prior to any Interest Payment Date, provided that failure to do so shall not affect the Borrowers’ obligations hereunder to pay interest. It is understood that the Borrowers shall not be in Default under Section 6.1(a) as to interest for so long as it shall pay in accordance with the provisions hereof any amounts indicated on any such invoices or revised invoices.

Section 2.8 Fees .

(a) Fees . The Borrowers shall pay to the Administrative Agent (when and as due for the benefit of KeyBank or KeyBanc Capital Markets, as applicable) the Fees as provided for in

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