Exhibit10.5- NSAM 8-K Tax Affiliation






Exhibit 10.5


TAX DISAFFILIATION AGREEMENT
By and Between
NORTHSTAR ASSET MANAGEMENT GROUP INC.
And
NORTHSTAR REALTY FINANCE CORP.
Dated as of June 30, 2014











TABLE OF CONTENTS
        




	
				
	 
	 
	 
	PAGE

	ARTICLE I
	Definition of Terms
	 
	1

	ARTICLE II
	Allocation of Tax Liabilities
	 
	6

	SECTION 2.01
	General Rule
	 
	6

	SECTION 2.02
	Allocations of Taxes
	 
	6

	ARTICLE III
	Preparation and Filing of Tax Returns
	 
	7

	SECTION 3.01
	General
	 
	7

	SECTION 3.02
	NorthStar Realty’s Responsibility
	 
	7

	SECTION 3.03
	NSAM’s Responsibility
	 
	7

	SECTION 3.04
	Tax Accounting Practices
	 
	7

	SECTION 3.05
	Right to Review Tax Returns
	 
	8

	SECTION 3.06
	NSAM Carrybacks and Claims for Refund
	 
	8

	SECTION 3.07
	Apportionment of Earnings and Profits and Tax Attributes
	 
	9

	ARTICLE IV
	Tax Payments
	 
	9

	SECTION 4.01
	Payment of Taxes With Respect to Tax Returns Reflecting Taxes of the Other Company
	 
	9

	SECTION 4.02
	Indemnification Payments
	 
	10

	ARTICLE V
	Tax Benefits
	 
	10

	SECTION 5.01
	Tax Refunds in General
	 
	10

	SECTION 5.02
	Timing Differences and Reverse Timing Differences
	 
	10

	SECTION 5.03
	NSAM Carrybacks
	 
	11

	ARTICLE VI
	Assistance and Cooperation
	 
	12

	SECTION 6.01
	Assistance and Cooperation
	 
	12

	SECTION 6.02
	Income Tax Return Information
	 
	12

	SECTION 6.03
	Reliance
	 
	13

	ARTICLE VII
	Tax Records
	 
	13

	SECTION 7.01
	Retention of Tax Records
	 
	13

	SECTION 7.02
	Access to Tax Records
	 
	14

	ARTICLE VIII
	Tax Contests
	 
	14

	SECTION 8.01
	Notice
	 
	14

	SECTION 8.02
	Control of Tax Contests
	 
	14

	ARTICLE IX
	Effective Date
	 
	15

	ARTICLE X
	Survival of Obligations
	 
	15

	ARTICLE XI
	Treatment of Payments; Tax Gross Up
	 
	15

	SECTION 11.01
	Treatment of Tax Indemnity and Tax Benefit Payments
	 
	15

	SECTION 11.02
	Tax Gross Up
	 
	15

	SECTION 11.03
	Interest Under This Agreement
	 
	15

	ARTICLE XII
	Disagreements
	 
	16

	ARTICLE XIII
	Late Payments
	 
	16





i




TABLE OF CONTENTS   
    (continued)




	
				
	ARTICLE XIV
	Expenses
	 
	17

	ARTICLE XV
	General Provisions
	 
	17

	SECTION 15.01
	Notices
	 
	17

	SECTION 15.02
	Binding Effect
	 
	17

	SECTION 15.03
	Waiver
	 
	17

	SECTION 15.04
	Confidentiality
	 
	18

	SECTION 15.05
	Severability
	 
	18

	SECTION 15.06
	Authority
	 
	18

	SECTION 15.07
	Further Action
	 
	18

	SECTION 15.08
	Integration
	 
	19

	SECTION 15.09
	Construction
	 
	19

	SECTION 15.10
	No Double Recovery
	 
	19

	SECTION 15.11
	Counterparts
	 
	19

	SECTION 15.12
	Governing Law; Jurisdiction
	 
	19

	SECTION 15.13
	Waiver of Jury Trial
	 
	20

	SECTION 15.14
	Amendment
	 
	20

	SECTION 15.15
	Subsidiaries
	 
	20

	SECTION 15.16
	Assignability
	 
	20

	SECTION 15.17
	Injunctions
	 
	20

	 
	 
	 
	 











ii





TAX DISAFFILIATION AGREEMENT (this “Agreement”) entered into as of June 30, 2014, by and between  NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“NSAM”), and NORTHSTAR REALTY FINANCE CORP., a Maryland corporation ( “NorthStar Realty”).
WHEREAS, the board of directors of NorthStar Realty has determined that it is in the best interests of NorthStar Realty and its shareholders to spin-off NorthStar Realty’s asset management business into a separate publicly traded company, NSAM;
WHEREAS, NorthStar Realty and NSAM have entered into the Separation Agreement (as defined below), which sets forth the principal arrangements between them regarding the spin-off of NorthStar Realty’s asset management business from its other businesses and into NSAM;
WHEREAS, NorthStar Realty intends to distribute to the Recipients (as defined below) all the outstanding shares of NSAM Common Stock (as defined below) pursuant to the Distribution (as defined below);
WHEREAS, NorthStar Realty intends the Distribution to qualify as a tax-free transaction under Sections 355 and 368(a)(1)(D) of the Code (as defined below); and
WHEREAS the Companies (as defined below) desire to provide for and agree upon the allocation between the Companies of liabilities for Taxes (as defined below) arising prior to, as a result of, and subsequent to the Distribution, and to provide for and agree upon other matters relating to Taxes.
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Companies hereby agree as follows:
ARTICLE I   
  Definition of Terms
For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation Agreement:
 “Accountant” shall have the meaning set forth in Section 6.02(b).
“Adjusted Party” shall have the meaning set forth in Section 5.02(b).






“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset and (c) any claim for refund or credit of Taxes previously paid.
“Affiliate” means, when used with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  For purposes of the definition of “Affiliate,” “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise.
“Agreement” shall have the meaning set forth in the preamble of this Agreement.
 “Ancillary Agreements” means this Agreement, the Management Agreement, the Services Agreement, the Contribution Agreement, the Employee Matters Agreement and any instruments, assignments and other documents and agreements executed in connection with the implementation of the transactions contemplated by the Separation Agreement.
“Base Rate” shall be the rate as set forth in Article XIII.
“Closing Date” means the date of the Distribution.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Companies” means NorthStar Realty and NSAM, collectively, and “Company,” as the context requires, means either NorthStar Realty or NSAM.
“Distribution” has the meaning set forth in the Separation Agreement.
“Final Determination” means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.
“Governmental Entity” shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority.
 “Group” means the NorthStar Realty Group or the NSAM Group, or both, as the context requires.

2



“Indemnitee” shall have the meaning set forth in Section 11.03.
“Indemnitor” shall have the meaning set forth in Section 11.03.
“IRS” means the United States Internal Revenue Service.
“NorthStar Realty” shall have the meaning set forth in the preamble of this Agreement.
“NorthStar Realty Group” means NorthStar Realty and each of its direct and indirect Subsidiaries, expressly excluding any entity that is a member of the NSAM Group.
“NorthStar Realty Separate Return” means any Separate Return of NorthStar Realty or any member of the NorthStar Realty Group.
“NorthStar Realty Tainting Act” means an action taken by NorthStar Realty that results in a Final Determination that the Transactions failed to be tax-free by reason of (i) failing to qualify the Distribution as a distribution described in Sections 355 and 368(a)(1)(D) of the Code, (ii) any stock or obligations of NSAM failing to qualify as “qualified property” within the meaning of Section 355(c)(2) of the Code or, where applicable, failing to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code or (iii) the application of Sections 355(d) or 355(e) of the Code to the Distribution.
“NSAM” shall have the meaning set forth in the preamble of this Agreement.
“NSAM Carryback” means any net operating loss, net capital loss, excess tax credit or other similar Tax item of NSAM that may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.
“NSAM Common Stock” means the common stock of NSAM, par value $0.01 per share.
“NSAM Group” means NSAM and any of its direct or indirect Subsidiaries.
“NSAM Separate Return” means any Separate Return of NSAM or any member of the NSAM Group.
“NSAM Tainting Act” means an action taken by NSAM that results in a Final Determination that the Transactions failed to be tax-free by reason of (i) failing to qualify the Distribution as a distribution described in Sections 355 and 368(a)(1)(D) of the Code, (ii) any stock or obligations of NSAM failing to qualify as “qualified property” within the meaning of 

3



Section 355(c)(2) of the Code or, where applicable, failing to be stock or securities permitted to be received without recognition of gain or loss under Section 361(a) of the Code or (iii) the application of Sections 355(d) or 355(e) of the Code to the Distribution.
“Past Practices” shall have the meaning set forth in Section 3.04(a).
“Payment Date” means (i) with respect to any NorthStar Realty income tax return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. Federal income tax purposes.
“Post-Closing Period” means any Tax Period that, to the extent it relates to a member of the NSAM Group, begins after the Closing Date and the portion of any Straddle Period ending after the Closing Date.
“Pre-Closing Period” means any Tax Period that, to the extent it relates to a member of the NSAM Group, ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.
“Recipients” has the meaning set forth in the Separation Agreement.
“Responsible Company” means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.
“Separate Return” means (a) in the case of any Tax Return of any member of the NSAM Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the NorthStar Realty Group and (b) in the case of any Tax Return of any member of the NorthStar Realty Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the NSAM Group.
“Separation” has the meaning set forth in the Separation Agreement.

4



“Separation Agreement” means the Separation Agreement, dated as of June 30, 2014, by and between NSAM and NorthStar Realty.
“Signing Group” shall have the meaning set forth in Section 6.03.
“Straddle Period” means any Tax Period beginning on or before and ending after the Closing Date.
“Subsidiary” of any Person means any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person.
“Supplier Group” shall have the meaning set forth in Section 6.03.
“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other tax (including any fee, assessment or other charge in the nature of or in lieu of any tax) imposed by any Governmental Entity or political subdivision thereof, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.
“Tax Advisor” means a United States tax counsel or accountant of recognized national standing.
“Tax Arbitrator” shall have the meaning set forth in Article XII.
“Tax Arbitrator Dispute” shall have the meaning set forth in Article XII.
“Tax Attribute” or “Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, Tax basis or any other Tax Item that could reduce a Tax.

5



“Tax Authority” means, with respect to any Tax, the Governmental Entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.
“Tax Benefit” means any refund, credit or other reduction in otherwise required Tax payments.
“Tax Contest” means an audit, review, examination or other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).
“Tax Detriment” means any increase in required Tax payments (or, without duplication, the reduction in any refund or credit).
“Tax Item” means, with respect to any income Tax, any item of income, gain, loss, deduction or credit.
“Tax Law” means the law of any Governmental Entity or political subdivision thereof relating to any Tax.
“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
“Tax Records” means Tax Returns, Tax Return workpapers, documentation relating to any Tax Contests and any other books of account or records required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.
“Tax Return” or “Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration or document required to be filed under the Code or other Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.
“Transactions” means the Distribution, the Separation and the other transactions, including the Restructuring Transactions, contemplated by the Separation Agreement.
“Transactions-Related Proceeding” means any Tax Contest in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to increase the tax cost of any Transaction to NorthStar Realty or its shareholders.

6



ARTICLE II   
  Allocation of Tax Liabilities
SECTION 2.01    General Rule.  (a) NorthStar Realty Liability.  NorthStar Realty shall be liable for, and shall indemnify and hold harmless the NSAM Group from and against any liability for, Taxes that are allocated to NorthStar Realty under this Article II.
(b)    NSAM Liability.  NSAM shall be liable for, and shall indemnify and hold harmless the NorthStar Realty Group from and against any liability for, Taxes that are allocated to NSAM under this Article II.
SECTION 2.02    Allocations of Taxes.  Taxes shall be allocated as follows:
(a)    Allocation of Taxes to NorthStar Realty.  NorthStar Realty shall be responsible for any and all Taxes due or required to be reported on any NorthStar Realty Separate Return (including any increase in such Tax as a result of a Final Determination) and all Taxes of NorthStar Realty and its direct or indirect Subsidiaries for any Pre-Closing Period.
(b)    Allocation of Taxes to NSAM.  NSAM shall be responsible for any and all Taxes due or required to be reported on any NSAM Separate Return (including any increase in such Tax as a result of a Final Determination) and any Taxes of NSAM and its direct or indirect Subsidiaries for any Post-Closing Period.
(c)    Straddle Period.  For purposes of this Section 2.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of NorthStar Realty or NSAM, as applicable, are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.
(d)    Tainting Acts.  NSAM shall indemnify and hold harmless NorthStar Realty from and against any liability of NorthStar Realty for Taxes to the extent such Taxes are attributable to a NSAM Tainting Act; provided, however, that NSAM shall have no obligation to 

7



indemnify NorthStar Realty under this Section 2.02(d) if there has occurred, prior to such NSAM Tainting Act, a NorthStar Realty Tainting Act.
ARTICLE III   
  Preparation and Filing of Tax Returns
SECTION 3.01    General.  Except as otherwise provided in this Article III, Tax Returns shall be prepared and filed when due (including extensions) by the Person obligated to file such Tax Returns under the Code or applicable Tax Law.  The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VI with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VI.
SECTION 3.02    NorthStar Realty’s Responsibility.  NorthStar Realty has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:
(a)    NorthStar Realty income tax returns for all Tax Periods; and
(b)    NorthStar Realty Separate Returns and NSAM Separate Returns that NorthStar Realty reasonably determines are required to be filed by the Companies or any of their Affiliates for Tax Periods ending on, before or after the Closing Date (limited, in the case of NSAM Separate Returns, to such Returns as are filed on or prior to the Closing Date).
SECTION 3.03    NSAM’s Responsibility.  NSAM shall prepare and file, or shall cause to be prepared and filed, all NSAM Separate Returns other than those Tax Returns filed on or prior to the Closing Date.
SECTION 3.04    Tax Accounting Practices.  (a) General Rule.  Except as provided in Section 3.04(b), with respect to any Tax Return that NSAM has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.03, for any Pre-Closing Period (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (“Past Practices”) used by NorthStar Realty with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices) solely to the extent a change in such Past Practice could reasonably be expected to cause NorthStar Realty to incur a Tax Detriment, and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices.  Except as provided in Section 3.04(b), NorthStar Realty shall prepare any Tax Return that it has the obligation and right 

8



to prepare and file, or cause to be prepared and filed, under Section 3.02, in accordance with reasonable Tax accounting practices selected by NorthStar Realty.
(b)    Reporting of Transaction Tax Items.  NSAM and NorthStar Realty shall file all Tax Returns consistent with the Tax treatment (including the value of NSAM) of the Transactions as determined by NorthStar Realty, unless there is no reasonable basis for such Tax treatment.
(c)    Detrimental Tax Positions.  Neither NSAM nor NorthStar Realty shall take a position on any Tax Return that is reasonably expected to cause a Tax Detriment to the other party without the written consent of such party, such consent not to be unreasonably withheld or delayed.
SECTION 3.05    Right to Review Tax Returns.  (a) General.  The Responsible Company with respect to any material Tax Return shall make such Tax Return and related workpapers available for review by the other Company, if requested, to the extent (i) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to be liable, (ii) the requesting party would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting party would reasonably be expected to have a claim for Tax Benefits under this Agreement or (iv) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement.  The Responsible Company shall use reasonable best efforts to make such Tax Return available for review, including by delivering such materials to the requesting party at the requesting party’s expense, as required under this paragraph sufficiently in advance of the due date (including extensions) for filing of such Tax Return to provide the requesting party with a meaningful opportunity to analyze and comment on such Tax Return.
(b)    Execution of Returns Prepared by Other Party.  In the case of any Tax Return that is required to be prepared and filed by the Responsible Company under this Agreement and that is required by law to be signed by the other Company (or by its authorized representative), the Company that is legally required to sign such Tax Return shall be required to sign such Tax Return unless there is no reasonable basis for the Tax treatment of an item reported on the Tax Return or the Tax treatment of an item reported on the Tax Return should, in the opinion (reasonably acceptable in form and substance to the Responsible Company) of a Tax Advisor, subject the other Company (or its authorized representatives) to material penalties.

9



SECTION 3.06    NSAM Carrybacks and Claims for Refund.  (a) NSAM hereby agrees that, unless NorthStar Realty consents in writing, no Adjustment Request with respect to any Tax Return for the Pre-Closing Period shall be filed; provided, however, that upon the reasonable request of NSAM, NorthStar Realty shall use reasonable best efforts to make, at NSAM’s expense, an Adjustment Request claiming a refund of Taxes for the Pre-Closing Period with respect to a NSAM Carryback arising in a Post-Closing Period related to U.S. Federal or state Taxes (any such Adjustment Request to be prepared and filed by NorthStar Realty) where, in NorthStar Realty’s reasonable discretion, such Adjustment Request will not materially impair the ability of NorthStar Realty to use Tax Attributes.  NorthStar Realty shall not take any action that would impair the use of any Tax Attribute by a member of the NSAM Group without the prior written consent of NSAM.
(b)    NSAM, upon the request of NorthStar Realty, agrees to repay the amount paid over to NSAM (plus any penalties, interest or other charges imposed by the relevant Tax Authority) in the event NorthStar Realty is required to repay such refund to such Tax Authority.
SECTION 3.07    Apportionment of Earnings and Profits and Tax Attributes.  NorthStar Realty shall in good faith advise NSAM in writing of the portion, if any, of any earnings and profits, Tax Attributes or other consolidated, combined or unitary attributes that NorthStar Realty determines shall be allocated or apportioned to the NSAM Group under applicable law.  NSAM and all members of the NSAM Group shall prepare all Tax Returns in accordance with such written notice.  As soon as practicable after receipt of a written request from NSAM, NorthStar Realty shall provide copies of any studies, reports and workpapers supporting such allocations and apportionments.  In the event of a subsequent adjustment by the applicable Tax Authority to such allocations and apportionments, NorthStar Realty shall promptly notify NSAM in writing of such adjustment.  For the avoidance of doubt, NorthStar Realty shall not be liable to any member of the NSAM Group for any failure of any determination under this Section 3.07 to be accurate under applicable Tax Law.
ARTICLE IV   
  Tax Payments
SECTION 4.01    Payment of Taxes With Respect to Tax Returns Reflecting Taxes of the Other Company.  In the case of any Tax Return reflecting Taxes allocated hereunder to the Company that is not the Responsible Company:
(a)    Computation and Payment of Tax Due.  At least 3 business days prior to any Payment Date for any Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of 

10



Section 3.04 relating to consistent accounting practices) with respect to such Tax Return on such Payment Date.  The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).
(b)    Computation and Payment of Liability With Respect to Tax Due.  Within 30 days following the earlier of (i) the due date (including extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if NorthStar Realty is the Responsible Company, then NSAM shall pay to NorthStar Realty the amount allocable to the NSAM Group under the provisions of Article II, and if NSAM is the Responsible Company, then NorthStar Realty shall pay to NSAM the amount allocable to NorthStar Realty under the provisions of Article II, in each case, plus interest computed at the Base Rate on the amount of the payment based on the number of days from the earlier of (A) the due date of the Tax Return (including extensions) or (B) the date on which such Tax Return is filed to the date of payment.
(c)    Adjustments Resulting in Underpayments.  In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination.  The Responsible Company shall compute the amount attributable to the NSAM Group in accordance with Article II and NSAM shall pay to NorthStar Realty any amount due NorthStar Realty (or NorthStar Realty shall pay NSAM any amount due NSAM) under Article II within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto.  Any payments required under this Section 4.01(c) shall include interest computed at the Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).
SECTION 4.02    Indemnification Payments.  All indemnification payments under this Agreement shall be made by NorthStar Realty directly to NSAM and by NSAM directly to NorthStar Realty; provided, however, that if the Companies mutually agree with respect to any such indemnification payment, any member of the NorthStar Realty Group, on the one hand, may make such indemnification payment to any member of the NSAM Group, on the other hand, and vice versa.

11



ARTICLE V   
  Tax Benefits
SECTION 5.01    Tax Refunds in General.  Except as set forth below, NorthStar Realty shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which NorthStar Realty is liable hereunder, and NSAM shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which NSAM is liable hereunder, and a Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within 30 days after such refund is received (together with interest computed at the Base Rate based on the number of days from the date the refund was received to the date the refund was paid over).
SECTION 5.02    Timing Differences and Reverse Timing Differences.  (a) If as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the NorthStar Realty Group) a member of the NSAM Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), or if as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the NSAM Group is liable hereunder (or Tax Attribute of a member of the NSAM Group) a member of the NorthStar Realty Group could realize a current or future Tax Benefit that it could not realize but for such adjustment (determined on a with and without basis), NSAM or NorthStar Realty, as the case may be, shall make a payment to either NorthStar Realty or NSAM, as appropriate, within 30 days following the date of a written notice and demand from NorthStar Realty or NSAM, as appropriate, for payment of the amount due, accompanied by evidence of such adjustment and describing in reasonable detail the particulars relating thereto.  Any payment required under this Section 5.02(a) shall include interest on such payment computed at the Base Rate based on the number of days from the date of such written notice to the date of payment under this Section 5.02(a).  In the event that NorthStar Realty or NSAM disagrees with any such calculation described in this Section 5.02(a), NorthStar Realty or NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(a).  NorthStar Realty and NSAM shall endeavor in good faith to resolve such disagreement.
(b)    If a member of the NSAM Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the NorthStar Realty Group is liable hereunder (or Tax Attribute of a member of the NorthStar Realty Group) (in such circumstance, NorthStar Realty being the “Adjusted Party”) and such Tax Detriment would not have arisen but 

12



for such adjustment (determined on a with and without basis), or if a member of the NorthStar Realty Group actually realizes in cash pursuant to a Final Determination any Tax Detriment as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the NSAM Group is liable hereunder (or Tax Attribute of a member of the NSAM Group) (in such circumstance, NSAM being the “Adjusted Party”) and such Tax Detriment would not have arisen but for such adjustment (determined on a with and without basis), the Adjusted Party shall make a payment to the other party within 30 days following the later of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit, in an amount equal to the lesser of such Tax Detriment actually realized in cash and the Tax Benefit, if any, actually realized in cash by the Adjusted Party pursuant to such adjustment (which would not have arisen but for such adjustment), plus interest on such amount computed at the Base Rate based on the number of days from the later of the date of such actual realization of the Tax Detriment and the Adjusted Party’s actual realization of the corresponding Tax Benefit to the date of payment of such amount under this Section 5.02(b).  No later than 30 days after a Tax Detriment described in this Section 5.02(b) is actually realized in cash by a member of the NorthStar Realty Group or a member of the NSAM Group, NorthStar Realty (if a member of the NorthStar Realty Group actually realizes such Tax Detriment) or NSAM (if a member of the NSAM Group actually realizes such Tax Detriment) shall provide the other Company with a written calculation of the amount payable pursuant to this Section 5.02(b).  In the event that NorthStar Realty or NSAM disagrees with any such calculation described in this Section 5.02(b), NorthStar Realty or NSAM shall so notify the other Company in writing within 30 days of receiving the written calculation set forth above in this Section 5.02(b).  NorthStar Realty and NSAM shall endeavor in good faith to resolve such disagreement.
SECTION 5.03    NSAM Carrybacks.  NSAM shall be entitled to any refund actually received in cash that is attributable to, and would not have arisen but for (determined on a with and without basis), a NSAM Carryback pursuant to the proviso set forth in Section 3.06, provided that the refund is a refund of Taxes for the Tax Period to which the NSAM Carryback is carried or the first or second immediately following Tax Periods.  Any such payment of such refund made by NorthStar Realty to NSAM pursuant to this Section 5.03 shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback or carryforward of a NorthStar Realty Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which NSAM is entitled, and an appropriate adjusting payment shall be made by NSAM to NorthStar Realty such that the aggregate amounts paid pursuant to this Section 5.03 equals such recalculated amount (with interest computed at the Base Rate based on the number of days from the date of the actual receipt of such refund to the date of payment of such amount under this Section 5.03).

13



ARTICLE VI   
  Assistance and Cooperation
SECTION 6.01    Assistance and Cooperation.  (a) After the Distribution, the Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed.  Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Article VII.  Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.
(b)    Any information or documents provided under this Article VI shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes.
SECTION 6.02    Income Tax Return Information.  NSAM and NorthStar Realty acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by NorthStar Realty or NSAM pursuant to Section 6.01 or this Section 6.02.  NSAM and NorthStar Realty acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines otherwise set by NorthStar Realty or NSAM could cause irreparable harm.
(a)    Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns.  Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.
(b)    In the event that a party fails to provide any information requested by the other party pursuant to Section 6.01 or this Section 6.02 within the deadlines as set forth herein, a 

14



party shall have the right to engage a nationally recognized public accounting firm of its choice (the “Accountant”), in its sole and absolute discretion, to gather such information directly from the other party.  The parties agree, and will cause all other members of their Group to agree, upon 10 business days’ notice, in the case of a failure to provide information pursuant to Section 6.01 or this Section 6.02, to permit any such Accountant full access to all records or other information requested by such Accountant during reasonable business hours.  Such other party agrees to promptly pay all reasonable costs and expenses incurred by the requesting party in connection with the engagement of such Accountant.
SECTION 6.03    Reliance.  If any member of one Group (the “Supplier Group”) supplies information to a member of the other Group (the “Signing Group”) in connection with a Tax liability and an officer of a member of the Signing Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Signing Group identifying the information being so relied upon, the chief financial officer of the Supplier Group (or any officer of the Supplier Group as designated by the chief financial officer of the Supplier Group) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.  The Company that is a member of the Supplier Group agrees to indemnify and hold harmless each member of the Signing Group and its directors, officers and employees from and against any fine, penalty or other cost or expense of any kind attributable to a member of the Supplier Group having supplied, pursuant to this Article VI, a member of the Signing Group with inaccurate or incomplete information in connection with a Tax liability.
ARTICLE VII   
  Tax Records
SECTION 7.01    Retention of Tax Records.  Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Closing Periods (and the portion, ending on the Closing Date, of any Tax Period that includes but does not end on the Closing Date), and NorthStar Realty shall preserve and keep all other Tax Records relating to Taxes of its Group for Pre-Closing Periods until the later of (i) the expiration of any applicable statutes of limitation, and (ii) 7 years after the Closing Date.  After such earlier date, each Company may dispose of such records upon 90 days’ prior written notice to the other Company.  If, prior to the expiration of the applicable statute of limitation or such 7-year period, a Company reasonably determines that any Tax Records that it would otherwise be required to preserve and keep under this Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first 

15



Company may dispose of such records upon 90 days’ prior written notice to the other Company.  Any written notice of an intent to dispose given pursuant to this Section 7.01 shall include a list of the records to be disposed of describing in reasonable detail each file, book or other record accumulation being disposed.  The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records.
SECTION 7.02    Access to Tax Records.  The Companies and their respective Affiliates shall make available to each other for inspection and copying (or delivery, at the requesting party’s expense) during normal business hours upon reasonable notice all Tax Records in their possession to the extent reasonably required by the other Company in connection with the preparation of Tax Returns, audits, litigation or the resolution of items under this Agreement.
ARTICLE VIII   
  Tax Contests
SECTION 8.01    Notice.  Each of the parties shall provide prompt written notice to the other party of any written communication from a Tax Authority regarding any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other party hereunder.  Such written notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters.
SECTION 8.02    Control of Tax Contests.  (a) NorthStar Realty Returns.  In the case of any Tax Contest with respect to any NorthStar Realty income tax return, NorthStar Realty shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of Tax liability arising from such Tax Contest.  NorthStar Realty shall keep NSAM informed in a timely manner regarding such Tax Contests to the extent relating to the NSAM Group or the assets transferred to NSAM pursuant to the Transactions insofar as such Tax Contests would reasonably be expected to affect the NSAM Group.
(b)    NSAM Separate Returns.  In the case of any Tax Contest with respect to a NSAM Separate Return, NSAM shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of Tax liability arising from such Tax Contest.
(c)    Transactions-Related Proceedings.  In the event of any Transactions-Related Proceeding as a result of which NSAM could reasonably be expected to become liable for any amounts that NorthStar Realty is entitled to control under this Article VIII, (A) NorthStar 

16



Realty shall consult with NSAM reasonably in advance of taking any significant action in connection with such Transactions-Related Proceeding, (B) NorthStar Realty shall consult with NSAM and offer NSAM a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Transactions-Related Proceeding, (C) NorthStar Realty shall defend such Transactions-Related Proceeding diligently and in good faith and (D) NorthStar Realty shall provide NSAM copies of any written materials relating to such Transactions-Related Proceeding received from the relevant Tax Authority.
ARTICLE IX   
  Effective Date
This Agreement shall be effective as of the date hereof.
ARTICLE X   
  Survival of Obligations
The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time, unless otherwise specified herein.
ARTICLE XI   
  Treatment of Payments; Tax Gross Up
SECTION 11.01    Treatment of Tax Indemnity and Tax Benefit Payments.  In the absence of any change in Tax treatment under applicable Tax Law:
(a)    any Tax indemnity payments made by a Company under Article IV shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution or as payments of an assumed or retained liability, and
(b)    any Tax Benefit payments made by a Company under Article V shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution or as payments of an assumed or retained liability.
SECTION 11.02    Tax Gross Up.  If, notwithstanding the manner in which Tax indemnity payments and Tax Benefit payments were reported, there is an adjustment to the Tax liability of a Company as a result of its receipt of a payment pursuant to this Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the 

17



amount of all income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such income Taxes), shall equal the amount of the payment that the Company receiving such payment would otherwise be entitled to receive pursuant to this Agreement.
SECTION 11.03    Interest Under This Agreement.  Anything herein to the contrary notwithstanding, to the extent one Company (“Indemnitor”) makes a payment of interest to another Company (“Indemnitee”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law).  The amount of the payment shall not be adjusted under Section 11.02 to take into account any associated Tax Benefit to the Indemnitor or Tax Detriment to the Indemnitee.
ARTICLE XII
  Disagreements
The Companies mutually desire that collaboration will continue between them.  Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto.  In furtherance thereof, in the event of any dispute or disagreement (a “Tax Arbitrator Dispute”) between the Companies as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Companies shall negotiate in good faith to resolve the Tax Arbitrator Dispute.  If such good faith negotiations do not resolve the Tax Arbitrator Dispute, then the matter, upon written request of either Company, will be referred to a tax lawyer or accountant acceptable to each of the Companies (the “Tax Arbitrator”).  The Tax Arbitrator may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Arbitrator deems necessary to assist it in resolving such disagreement.  The Tax Arbitrator shall furnish written notice to the Companies of its resolution of any such Tax Arbitrator Dispute as soon as practical, but in any event no later than 45 days after its acceptance of the matter for resolution.  Any such resolution by the Tax Arbitrator will be conclusive and binding on the Companies.  Following receipt of the Tax Arbitrator’s written notice to the Companies of its resolution of the Tax Arbitrator Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Arbitrator.  In accordance with Article XIV, each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Arbitrator.  All 

18



fees and expenses of the Tax Arbitrator in connection with such referral shall be shared equally by the Companies.  Nothing in this Article XII will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Tax Arbitrator Dispute through the Tax Arbitrator could result in serious and irreparable injury to either Company.
ARTICLE XIII   
  Late Payments
Any amount owed by one party to another party under this Agreement that is not paid when due shall bear interest at three (3) month London Interbank Offer Rate (LIBOR), compounded semiannually, from the due date of the payment to the date paid (the “Base Rate”).  To the extent interest required to be paid under this Article XIII duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Article XIII or the interest rate provided under such other provision.
ARTICLE XIV   
  Expenses
Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.
ARTICLE XV
  General Provisions
SECTION 15.01    Notices.
Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the addresses set forth herein (or such other address as a party may identify to the other party from time to time). All notices shall be effective upon receipt.
If to NorthStar Realty, to:
NorthStar Realty Finance Corp.   
399 Park Avenue, 18th Floor  New York, New York 10022   
Attn:  General Counsel  Fax:  212-547-2700



19





If to NSAM to:   
NorthStar Asset Management Group Inc.  399 Park Avenue, 18th Floor 
New York, New York 10022   
Attn:  General Counsel  Fax:  212-547-2700


Either party may, by written notice to the other party, change the address to which such notices are to be given.
SECTION 15.02    Binding Effect.  This Agreement and all terms, provisions and conditions hereof shall be binding upon the parties hereto, and shall inure to the benefit of the parties hereto and to their respective successors and permitted assigns.
SECTION 15.03    Waiver.  Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
SECTION 15.04    Confidentiality.   Each party shall keep confidential any and all information obtained by it in connection with this Agreement and shall not disclose any such information (or use the same except in furtherance of its duties and obligations under this Agreement) to unaffiliated third parties, except: (i) with the prior written consent of the board of directors of the applicable party; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others in the ordinary course of business; (iv) to third parties who agree to keep such information confidential by contract or by professional or ethical duty and who need to know such information to perform services or to evaluate a prospective transaction; (v) to governmental officials having jurisdiction over the applicable party; (vi) in connection with any governmental or regulatory filings of the applicable party, or disclosure or presentations to such party’s investors; (vii) as required by law or legal process to which a party or any person to whom disclosure is permitted hereunder is subject; or (viii) to the extent such information is otherwise publicly available through the actions of a person other than the party not resulting from the party’s violation of this Section. The provisions of this Section shall survive the expiration or earlier termination of this Agreement for a period of one year.

20



SECTION 15.05    Severability.  Each provision of this Agreement shall be considered separate from the others and, if for any reason, any provision or its application is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, then such invalid, illegal or unenforceable provision shall not impair the operation of or affect any other provisions of this Agreement, and either (a) such invalid, illegal or unenforceable provision shall be construed and enforced to the maximum extent legally permissible or (b) the parties shall substitute for the invalid, illegal or unenforceable provision a valid, legal and enforceable provision with a substantially similar effect and intent.
SECTION 15.06    Authority.  Each of the parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or  affecting creditors’ rights and to general equity principles.
SECTION 15.07    Further Action.  The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Article VIII.
SECTION 15.08    Integration.  This Agreement constitutes the final agreement between the parties and is the complete and exclusive statement of the parties’ agreement on the matters contained herein.  All prior and contemporaneous negotiations and agreements between the parties with respect to the matters contained herein are superseded by this Agreement, as applicable.  In the event of any inconsistency between this Agreement and the Separation Agreement, or any other agreements relating to the transactions contemplated by the Separation Agreement, with respect to matters addressed herein, the provisions of this Agreement shall control.
SECTION 15.09    Construction.  The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party.  The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation.  Unless 

21



otherwise indicated, all “Section” and “Article” references in this Agreement are to sections and articles of this Agreement.
SECTION 15.10    No Double Recovery.  No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity.  Unless expressly required in this Agreement, a party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.
SECTION 15.11    Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears.
SECTION 15.12    Governing Law; Jurisdiction.
(a)    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES.
(b)    Any action or proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of New York located in the County of New York or in the United States District Court for the Southern District of New York (if any party to such action or proceeding has or can acquire jurisdiction), and each of the parties hereto or thereto irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  The parties to this Agreement agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties hereto and thereto irrevocably to waive any objections to venue or to convenience of forum.  Process in any action or proceeding referred to in the first sentence of this Section 15.11(b) may be served on any party to this Agreement or any Ancillary Agreement anywhere in the world.
SECTION 15.13    Waiver of Jury Trial.  EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE 

22



ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
SECTION 15.14    Amendment.  This Agreement may be amended or modified only by mutual consent of the parties in writing.
SECTION 15.15    Subsidiaries.  If, at any time, NSAM or NorthStar Realty, respectively, acquires or creates one or more subsidiaries that are includable in the NSAM Group or the NorthStar Realty Group, respectively, they shall be subject to this Agreement and all references to the NSAM Group or NorthStar Realty Group, respectively, herein shall thereafter include a reference to such subsidiaries.
SECTION 15.16    Assignability. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party without the prior written consent of the other party, and any attempt to assign any rights or obligations under this Agreement without such consent shall be void; provided that either party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such party so long as such purchase expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning party to be performed or observed.
SECTION 15.17    Injunctions.  The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached.  The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.
[Signature Page Follows]

23





IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth above.


	
			
	 
	NORTHSTAR ASSET MANAGEMENT GROUP INC.

	 
	 

	 
	 

	 
	By
	/s/ Ronald J. Lieberman

	 
	 
	Name: Ronald J. Lieberman

	 
	 
	Title: Executive Vice President, General Counsel & Secretary

	 
	 

	 
	 

	 
	NORTHSTAR REALTY FINANCE CORP.



	 
	 

	 
	 
	 

	 
	By
	/s/ Ronald J. Lieberman

	 
	 
	Name: Ronald J. Lieberman

	 
	 
	Title: Executive Vice President, General Counsel & Secretary









[Signature Page to Tax Disaffiliation Agreement]