Exhibit 4.3


 


GUARANTEE


 


For value received, each of NorthStar Realty Finance
Corp., NorthStar Realty Finance Limited Partnership and NRFC Sub-REIT Corp.
(each a “Guarantor” and together the “Guarantors”) hereby fully and
unconditionally guarantees the cash payments in United States dollars of principal
of and interest on the Security on which this Guarantee is endorsed in the
amounts and at the time when due and interest on the overdue principal and
interest, if any, on this Security, if lawful, and the payment of all other
obligations of the NRFC NNN Holdings, LLC (the “Issuer”) under the Indenture or
the Security, to the Holder of this Security and the Trustee, all in accordance
with and subject to the terms and limitations of this Security, Article 13
of the Indenture and this Guarantee. This Guarantee will become effective in
accordance with Article 13 of the Indenture and its terms shall be
evidenced therein. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Indenture, dated as of May 28, 2008, by
and among the Issuer, each of the undersigned, as Guarantors, and Wilmington
Trust Company, as Trustee, as amended or supplemented (the “Indenture”).


 


The obligations of each of the undersigned to the
Holder of this Security and to the Trustee pursuant to the Guarantee and the
Indenture are expressly set forth in Article 13 of the Indenture and
reference is hereby made to the Indenture for the precise terms and limitations
of the Guarantee and all of the other provisions of the Indenture to which this
Guarantee relates. Each Holder of the Security to which this Guarantee is
endorsed, by accepting such Security, agrees to and shall be bound by such
provisions.


 


This Guarantee shall be an unsecured and
unsubordinated obligation of each Guarantor and rank equally with other
unsecured and unsubordinated indebtedness of such Guarantor that is currently
outstanding or that it may issue in the future.


 


This Guarantee shall not be valid or obligatory for
any purpose until the certificate of authentication on the Security upon which
this Guarantee is endorsed shall have been executed by the Trustee under the
Indenture by manual signature.


 


THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.


 


This Guarantee is subject to release upon the terms
set forth in the Indenture.


 


[Signature Page Follows]


 


1

















 


IN WITNESS WHEREOF, each of the undersigned
Guarantors have caused this Guarantee to be duly executed.


 


Dated:  May 28, 2008


 


 


	
   

  	
  NORTHSTAR REALTY
  FINANCE CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert Tylis

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice-President and General 

  Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTHSTAR REALTY
  FINANCE 

  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  NorthStar Realty
  Finance Corp., in its

  capacity as general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Andrew Richardson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and 

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NRFC SUB-REIT CORP.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Andrew Richardson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and 

  Chief Financial Officer

  
						



 


2