U.S.
      $400,000,000





**MASTER
      REPURCHASE AGREEMENT (VFCC)**





by
      and
      among





**NRFC
      WA HOLDINGS, LLC,**


**NRFC
      WA HOLDINGS II, LLC,**


**NRFC
      WA HOLDINGS VII, LLC,**


**NRFC
      WA HOLDINGS X, LLC,**


**NRFC
      WA HOLDINGS XI, LLC,**


**NRFC
      WA HOLDINGS XII, LLC,**


as
      the
      Seller





**VARIABLE
      FUNDING CAPITAL COMPANY LLC,**


as
      a
      Purchaser





**WACHOVIA
      BANK, NATIONAL ASSOCIATION,**


as
      the
      Swingline Purchaser





**WACHOVIA
      CAPITAL MARKETS, LLC,**


as
      the
      Deal Agent





and





**NORTHSTAR
      REALTY FINANCE CORP.,**


**NORTHSTAR
      REALTY FINANCE L.P.**


as
      the
      Guarantor








Dated
      as
      of May 14, 2007
















**TABLE
      OF CONTENTS**


**Page****ARTICLE
                I DEFINITIONS**
              
              2Section 1.1
              
              Certain
                  Defined Terms
              
              2Section
                  1.2
              
              Interpretation
              
              38**ARTICLE
                II PURCHASE OF ELIGIBLE ASSETS**
              
              39Section 2.1
              
              Purchase
                  and Sale
              
              39Section 2.2
              
              Transaction
                  Mechanics; Related Matters
              
              39Section 2.3
              
              Optional
                  Repurchase
              
              43Section 2.4
              
              Extension
                  of Facility Maturity Date and Funding Expiration Date
              
              44Section 2.5
              
              Payment
                  of Price Differential
              
              44Section
                  2.6
              
              [Reserved]
              
              45Section
                  2.7
              
              Margin
                  Maintenance
              
              45Section
                  2.8
              
              Income
                  Payments
              
              45Section
                  2.9
              
              Payment,
                  Transfer and Custody
              
              46Section
                  2.10
              
              [Reserved]
              
              47Section
                  2.11
              
              Hypothecation
                  or Pledge of Purchased Assets
              
              47Section
                  2.12
              
              Fees
              
              48Section
                  2.13
              
              Increased
                  Costs; Capital Adequacy; Illegality
              
              48Section
                  2.14
              
              Taxes
              
              50Section
                  2.15
              
              Obligations
                  Absolute
              
              51Section
                  2.16
              
              Swingline
                  Purchasers
              
              51Section
                  2.17
              
              Temporary
                  Increases
              
              52**ARTICLE
                III CONDITIONS TO TRANSACTIONS**
              
              52Section 3.1
              
              Conditions
                  to Closing and Initial Purchase
              
              52Section 3.2
              
              Conditions
                  Precedent to all Transactions
              
              53**ARTICLE
                IV REPRESENTATIONS AND WARRANTIES**
              
              57Section 4.1
              
              Representations
                  and Warranties
              
              57**ARTICLE
                V COVENANTS**
              
              65Section 5.1
              
              Covenants
              
              65**ARTICLE
                VI ADMINISTRATION AND SERVICING**
              
              75Section 6.1
              
              Servicing
              
              75Section 6.2
              
              Seller
                  as Servicer
              
              75Section 6.3
              
              Third
                  Party Servicer
              
              75Section 6.4
              
              Duties
                  of the Seller
              
              76Section 6.5
              
              Authorization
                  of the Seller
              
              76Section 6.6
              
              Event
                  of Default
              
              77Section 6.7
              
              Inspection
              
              77Section 6.8
              
              Payment
                  of Certain Expenses by Servicer
              
              77Section 6.9
              
              Pooling
                  and Servicing Agreements
              
              77Section 6.10
              
              Servicer
                  Default
              
              78Section 6.11
              
              Servicer
              
              78**ARTICLE
                VII [RESERVED]**
              
              78**ARTICLE
                VIII SECURITY INTEREST**
              
              78Section 8.1
              
              Security
                  Interest
              
              78Section 8.2
              
              Release
                  of Lien on Purchased Assets
              
              81Section 8.3
              
              Further
                  Assurances
              
              81
  i
  Section 8.4
              
              Remedies
              
              81Section 8.5
              
              Purchaser’s
                  Duty of Care
              
              81**ARTICLE
                IX [RESERVED]**
              
              82**ARTICLE
                X EVENTS OF DEFAULT**
              
              82Section 10.1
              
              Events
                  of Default
              
              82Section 10.2
              
              Remedies
              
              84Section 10.3
              
              Determination
                  of Events of Default
              
              87**ARTICLE
                XI INDEMNIFICATION**
              
              88Section 11.1
              
              Indemnification
                  by the Seller
              
              88Section 11.2
              
              After-Tax
                  Basis
              
              89**ARTICLE
                XII THE DEAL AGENT**
              
              89Section 12.1
              
              Deal
                  Agent
              
              89**ARTICLE
                XIII MISCELLANEOUS**
              
              91Section 13.1
              
              Amendments
                  and Waivers
              
              91Section 13.2
              
              Notices
                  and Other Communications
              
              91Section 13.3
              
              Set-offs
              
              92Section 13.4
              
              No
                  Waiver; Etc.
              
              92Section 13.5
              
              Binding
                  Effect
              
              93Section 13.6
              
              Governing
                  Law; Consent to Jurisdiction; Waiver of Objection to Venue
              
              93Section 13.7
              
              Jurisdiction;
                  Waiver of Jury Trial
              
              94Section 13.8
              
              Costs,
                  Expenses and Taxes
              
              94Section 13.9
              
              Legal
                  Matters
              
              95Section 13.10
              
              Recourse
              
              95Section 13.11
              
              Protection
                  of Right, Title and Interest; Further Action Evidencing
                  Transactions
              
              96Section 13.12
              
              Term
                  of this Agreement
              
              96Section 13.13
              
              Confidentiality
              
              97Section 13.14
              
              Execution
                  in Counterparts
              
              98Section 13.15
              
              Seller’s
                  Waiver of Setoff
              
              99Section 13.16
              
              Assignments
                  and Participations; Hypothecation of Purchased Assets
              
              99Section 13.17
              
              Single
                  Agreements
              
              99Section 13.18
              
              Disclosure
                  Relating to Certain Federal Protections
              
              99Section 13.19
              
              Intent
              
              100Section 13.20
              
              Review
                  of Due Diligence and Books and Records
              
              101Section
                  13.21
              
              Use
                  of Employee Plan Assets
              
              101Section
                  13.22
              
              Time
                  of the Essence
              
              102Section
                  13.23
              
              Construction
              
              102Section
                  13.24
              
              Joint
                  and Several Obligations
              
              102Section
                  13.25
              
              No
                  Proceedings
              
              103Section
                  13.26
              
              Third
                  Party Beneficiary
              
              103Section
                  13.27
              
              Heading
                  and Exhibits
              
              103




ii


**SCHEDULES**
 
 Schedule
                  1
              
              Representations
                  and Warranties Regarding Mortgage AssetsSchedule
                  2
              
              List
                  of AccountsSchedule
                  3
              
              List
                  of Existing Financing FacilitiesSchedule
                  4
              
              Organizational
                  ChartSchedule
                  5
              
              List
                  of UCC Filing LocationsSchedule
                  6
              
              List
                  of Approved ServicersSchedule
                  7
              
              Trust
                  Preferred Securities
  **EXHIBITS**
 
 Exhibit
                  I
              
              Form
                  of Transaction RequestExhibit
                  II
              
              Form
                  of ConfirmationExhibit
                  III
              
              [Reserved]Exhibit
                  IV-1
              
              Form
                  of Power of Attorney of SellerExhibit
                  IV-2
              
              Form
                  of Power of Attorney of PledgorExhibit
                  V
              
              Form
                  of Account Control AgreementExhibit
                  VI
              
              Form
                  of Securities Account Control AgreementExhibit
                  VII
              
              Form
                  of Servicer Redirection NoticeExhibit
                  VIII
              
              Form
                  of Compliance CertificateExhibit
                  IX
              
              Form
                  of Purchased Asset Data SummaryExhibit
                  X
              
              Form
                  of Margin Deficit NoticeExhibit
                  XI
              
              Form
                  of AssignmentExhibit
                  XII-A
              
              Form
                  of Seller’s Release LetterExhibit
                  XII-B
              
              Form
                  of Warehouse Lender’s Release Letter





iii




**MASTER
      REPURCHASE AGREEMENT (VFCC)**





**THIS
      MASTER REPURCHASE AGREEMENT (VFCC)** (as
      amended, modified, restated, replaced, waived, substituted, supplemented or
      extended from time to time, the “ Agreement ”)
      is
      made **** as
      of
      this 14th day of May, 2007, by and among:





( 1 )  **NRFC
      WA HOLDINGS, LLC** ,
      a
      Delaware limited liability company, **NRFC
      WA HOLDINGS II, LLC** ,
      a
      Delaware limited liability company, **NRFC
      WA HOLDINGS VII, LLC** ,
      a
      Delaware limited liability company, **NRFC
      WA HOLDINGS X, LLC** ,
      a
      Delaware limited liability company, **NRFC
      WA HOLDINGS XI, LLC** ,
      a
      Delaware limited liability company, and **NRFC
      WA HOLDINGS XII, LLC** ,
      a
      Delaware limited liability company, as the Seller;





( 2 )  **VARIABLE
      FUNDING CAPITAL COMPANY LLC** ,
      a
      Delaware limited liability company (together with its successors and assigns,
      “ VFCC ”),
      as a
      Purchaser;





( 3 )  **WACHOVIA
      BANK, NATIONAL ASSOCIATION** (together with its successors and assigns, “ Wachovia ”),
      as
      the Swingline Purchaser;





( 4 )  **WACHOVIA
      CAPITAL MARKETS, LLC** ,
      a
      Delaware limited liability company (together with its successors and assigns,
      “WCM”), as the deal agent for the Secured Parties (together with its successors
      and assigns in such capacity, the “Deal Agent”); and





( 5 )  **NORTHSTAR
      REALTY FINANCE CORP.** ,
      a
      Maryland corporation (together with its successor and permitted assigns,
“ NorthStar ”),
      and **NORTHSTAR
      REALTY FINANCE L.P.** ,
      a
      Delaware limited partnership, as the Guarantor.





Acknowledged
      and agreed to by **NRFC
      SUB-REIT CORP.** ,
      a **** Maryland
      corporation, as the Pledgor; and





**WACHOVIA
      BANK, NATIONAL ASSOCIATION** ,
      a
      national banking association, as the Swap Counterparty.








**R** **E** **C** **I** **T** **A** **L** **S**





**WHEREAS** ,
      the
      Seller desires to sell and the Purchaser desires to purchase from time to time
      Eligible Assets under the terms and conditions stated herein; and





**WHEREAS** ,
      if the
      Purchaser purchases one (1) or more Eligible Assets, the parties desire that
      the
      Seller repurchase the Purchased Asset(s) on or before the Facility Maturity
      Date
      under the terms and conditions stated herein.





**NOW,
      THEREFORE** ,
      based
      upon the foregoing Recitals, the mutual premises and agreements contained
      herein, and other good and valuable consideration, the receipt and sufficiency
      of which is hereby acknowledged, the parties hereto, intending to be legally
      bound, hereby agree as follows:




1





**ARTICLE** **I**





**DEFINITIONS**





**Section** **1** **.** **1**  **Certain
      Defined Terms** **.**





( a )  Certain
      capitalized terms used throughout this Agreement are defined above or in this Article I .





( b )  As
      used
      in this Agreement and the schedules, exhibits and other attachments hereto,
      unless the context requires a different meaning, the following terms shall
      have
      the following meanings:





“ 40 Act ”:
      The
      Investment Company Act of 1940, as amended from time to time.





“ AAA
      IO ”:
      An
“AAA” rated bond that is “interest only,” including any such bond designated
“X-C” or “X-P.”





“ Accepted
      Servicing Practices ”:
      With
      respect to each Purchased Item, those mortgage, mezzanine loan and/or secured
      lending servicing practices, as applicable, of prudent lending institutions
      that
      service Purchased Items of the same type, size and structure as such Purchased
      Items in the jurisdiction where the related Underlying Mortgaged Property is
      located, as applicable, but in any event, (i) in accordance with the terms
      of the Repurchase Documents and Applicable Law, (ii) without prejudice to
      the interests of the Deal Agent, the Purchaser or any other Secured Party,
      (iii) with a view to the maximization of the recovery on such Purchased
      Items on a net present value basis and (iv) without regard to (A) any
      relationship that the Seller, the Guarantor and any Affiliate of the foregoing
      may have with the related Borrower, mortgagor, the Seller, any servicer, any
      PSA
      Servicer or any other party to the Repurchase Documents, the Mortgage Loan
      Documents or any Affiliate of any of the foregoing; (B) the right of the
      Seller, the Guarantor or any Affiliate of the foregoing to receive compensation
      or other fees for its services rendered pursuant to this Agreement, the
      Repurchase Documents or any other document or agreement; (C) the ownership,
      servicing or management by the Seller, the Guarantor or any Affiliate of the
      foregoing for others of any other mortgage loans or mortgaged property;
      (D) any obligation of the Seller, the Guarantor or any Affiliate of the
      foregoing to repurchase or substitute a Purchased Item; (E) any obligation
      of the Seller, the Guarantor or any Affiliate of the foregoing to cure a breach
      of a representation and warranty with respect to a Purchased Item; and
      (F) any debt the Seller, the Guarantor or any Affiliate has extended to any
      Borrower, mortgagor or any Affiliate of such Borrower or mortgagor.





“ Account
      Agreement ”:
      A
      letter agreement, dated as of even date herewith, among the Seller, the Deal
      Agent and Wachovia in the form of Exhibit V attached
      hereto.





“ Accrual
      Period ”:
      (a) with respect to each Transaction (or portion thereof) funded at a Rate
      other than the CP Rate (i) with respect to the first Payment Date, the
      period from and including the applicable Closing Date to but excluding such
      first Payment Date and (ii) with respect to any subsequent Payment Date,
      the period from and including the previous Payment Date to but excluding such
      subsequent Payment Date, and, (b) with respect to each Transaction (or
      portion thereof) funded at a Rate equal to the CP Rate, (i) with respect to
      the first Payment Date, the period from and including the Closing Date to and
      including the last day of the calendar month in which the Closing Date occurs
      and (ii) with respect to any subsequent Payment Date, the period ending on
      the last day of the calendar month immediately preceding the month in which
      the
      Payment Date occurs and commencing on the first (1st) day of such immediately
      preceding calendar month.




“ Additional
      Amount ”:
      Defined in Subsection 2.14(a) of this
      Agreement.




2





“ Additional
      Purchased Asset ”:
      An
      Eligible Asset transferred to the Purchaser or its designee in a satisfaction
      of
      a Margin Deficit pursuant to Section 2.7 of this
      Agreement, which Additional Purchased Asset shall satisfy all requirements
      of,
      and be transferred in accordance with the provisions of, this
      Agreement.





“ Adjusted
      Eurodollar Rate ”:
      For
      any Accrual Period, a rate per annum equal to a fraction, expressed as a
      percentage and rounded upwards (if necessary) to the nearest 1/100 of 1%,
      (i) the numerator of which is equal to the LIBOR Rate for such Accrual
      Period and (ii) the denominator of which is equal to 100% minus the
      Eurodollar Reserve Percentage for such Accrual Period.





“ Adjusted
      Total Assets ”:
      Means
      the sum of Total Assets plus Off-Balance Sheet Assets.





“ Adjusted
      Total Liabilities ”:
      Means,
      the sum of Total Liabilities plus Off-Balance Sheet Liabilities minus Trust
      Preferred Securities.





“ Advance
      Rate ”:
      Subject to the Refinance Option, with respect to a Mortgage Asset of a certain
      Class and, as applicable, the applicable Type of Underlying Mortgaged Property,
      the “Maximum Advance Rate” set forth in the applicable column on Schedule 1 to the
      Fee Letter or, if not set forth therein with respect to Preferred Equity
      Interests and Construction Loans, the “Advance Rate” set forth in the related
      Confirmation.





“ Affected
      Party ”:
      VFCC,
      the Swingline Purchaser, all other Purchasers, the Liquidity Banks, the Deal
      Agent, the Liquidity Agent, the Custodian, any other Secured Party, all
      successors, assignees, transferees, pledgees and participants of any of the
      foregoing and any successors to WCM as the Deal Agent and any subagent of the
      Deal Agent.





“ Affiliate ”:
      With
      respect to a Person, means any other Person that, directly or indirectly,
      controls, is controlled by or is under common control with such Person, or
      is a
      director of such Person. For purposes of this definition, “control” (including
      the terms “controlling,” “controlled by” and “under common control with”) when
      used with respect to any specified Person means the possession, direct or
      indirect, of the power to vote 20% or more of the voting securities of such
      Person or to direct or cause the direction of the management or policies of
      such
      Person, whether through the ownership of voting securities, by contract or
      otherwise.





“ Aggregate
      Unpaids ”:
      At any
      time, an amount equal to the sum of the aggregate Purchase Price outstanding
      for
      all Transactions, the aggregate Price Differential outstanding, the aggregate
      Margin Deficits outstanding, Breakage Costs (if any), Increased Costs (if any),
      Taxes (if any), Additional Amounts (if any), Late Payment Fees (if any), any
      fee
      due under any fee letter or the Repurchase Documents (including, without
      limitation, the Fee Letter and the Custodial Fee Letter), all other amounts
      owed
      by the Seller or any other Person to the Deal Agent, the Purchaser, any Secured
      Party, any Affected Party, any Indemnified Party or any other Person under
      or
      with respect to this Agreement, the Repurchase Documents or any Transaction
      entered into pursuant thereto and all interest and/or fees that accrue after
      the
      commencement by or against the Seller, the Guarantor, the Pledgor or any
      Affiliate thereof of any proceeding under any Insolvency Laws naming such Person
      as the debtor in such proceeding, regardless of whether such interest and fees
      are allowed claims in such proceeding (whether due or accrued).





“ Agreement ”:
      Defined in the Preamble of this
      Agreement.





“ ALTA ”:
      The
      American Land Title Association.




3





“ Alternative
      Rate ”:
      A rate
      per annum equal to the Adjusted Eurodollar Rate; provided , however ,
      that
      the Alternative Rate shall be the Base Rate if a Eurodollar Disruption Event
      occurs.





“ Anti-Terrorism
      Laws ”:
      Any
      Applicable Law relating to money laundering or terrorism, including, but not
      limited to, Executive Order 13224, the OFAC Regulations and the USA Patriot
      Act.





“ Applicable
      Law ”:
      For
      any Person or Property of such Person, all existing and future applicable laws,
      rules, regulations (including temporary and final income tax regulations),
      statutes, treaties, codes, ordinances, permits, certificates, orders and
      licenses of and interpretations by any Governmental Authority (including,
      without limitation, usury laws, the Federal Truth in Lending Act, as amended
      from time to time, and Regulation Z and Regulation B of the Board of
      Governors of the Federal Reserve System), and applicable judgments, decrees,
      injunctions, writs, awards or orders of any court, arbitrator or other
      administrative, judicial or quasi-judicial tribunal or agency of competent
      jurisdiction.





“ Asset
      Schedule and Exception Report ”:
      Defined in the Custodial Agreement.





“ Asset
      Value ”:
      As of
      any date of determination for each Eligible Asset or Purchased Asset, as
      applicable, with respect to a Mortgage Asset or Purchased Asset, as applicable,
      of a certain Class, the lesser of (a) for each Mortgage Asset or Purchased
      Asset, as applicable, the product of the Book Value of such Mortgage Asset
      or
      Purchased Asset, as applicable, times the
      Advance Rate applicable thereto and (b) for each Mortgage Asset or
      Purchased Asset, as applicable, the product of the Market Value of such Mortgage
      Asset or Purchased Asset, as applicable, times the
      Advance Rate applicable thereto, in all cases under clauses (a) and (b) of this
      definition taking into account the Maximum LTV percentages, applicable to such
      Mortgaged Asset or Purchased Asset, as applicable, set forth on Schedule 1 to the
      Fee Letter (or, in the case of Preferred Equity Interests and Construction
      Loans, to the extent applicable, as set forth in the related Confirmation); provided , however ,
      the
      Asset Value may be reduced in the Deal Agent’s discretion by an amount
      determined by the Deal Agent in its discretion (which amount may, in the Deal
      Agent’s discretion, be reduced to zero (0)), with respect to each Mortgage
      Asset or Purchased Asset, as applicable (A) in respect of which
      one (1) or more eligibility requirements set forth in Schedule 1 to this
      Agreement is not satisfied in any respect (assuming each such criteria is
      determined as of the date the Asset Value is determined), in each case without
      regard to any Seller’s knowledge or lack of knowledge thereof and without regard
      to any Seller’s representations or warranties with respect to its knowledge or
      lack of knowledge thereof, and, in the Deal Agent’s determination in its
      discretion, the same impacts, impairs or affects the Market Value or Book Value
      of such Mortgage Asset or Purchased Asset, (B) in respect of which the
      complete Mortgage Asset File has not been delivered to the Custodian within
      the
      time period required by the Custodial Agreement, (C) which is a Table
      Funded Purchased Asset in respect of which the Mortgage Asset File has not
      been
      delivered to the Custodian within three (3) Business Days following the
      Purchase Date, or (D) which has been released from the possession of the
      Custodian under the Custodial Agreement to a Seller or an Affiliate for a period
      in excess of twenty (20) calendar days.





“ Assignment ”:
      The
      transfer of all of the Seller’s rights and interests under an Eligible Asset
      pursuant to an assignment agreement executed by the Seller in blank, which
      agreement shall be in the form of Exhibit XI and is
      otherwise satisfactory to the Deal Agent in its discretion.





“ Assignment
      of Leases ”:
      With
      respect to any Mortgage, an assignment of leases thereunder, notice of transfer
      or equivalent instrument in recordable form, sufficient under the laws of the
      jurisdiction wherein the Underlying Mortgaged Property is located to reflect
      the
      assignment of leases to the Deal Agent as agent for the Secured
      Parties.





“ Assignment
      of Mortgage ”:
      With
      respect to any Mortgage, an assignment of the Mortgage, notice of transfer
      or
      equivalent instrument in recordable form, sufficient under the laws of the
      jurisdiction wherein the related Underlying Mortgaged Property is located to
      reflect the assignment of the Mortgage to the Deal Agent as agent for the
      Secured Parties.




4





“ Authority
      Documents ”:
      As to
      any Person, as applicable, the articles or certificate of incorporation or
      formation, by-laws, limited liability company agreement, general partnership
      agreement, limited partnership agreement, trust agreement, joint venture
      agreement, resolutions and other applicable organizational or governing
      documents of such Person.





“ Availability ”:
      At any
      time, an amount equal to the positive excess (if any) of (a) the Maximum
      Amount minus (b) the aggregate Purchase Price outstanding for all Transactions on such
      day; provided , however ,
      the
      Availability shall be zero (0) (i) on and after the occurrence of the
      Funding Expiration Date (including any extensions thereof), (ii) while a
      Margin Deficit is outstanding, or (iii) after an Event of Default has
      occurred and is continuing.





“ Bailee ”:
      With
      respect to each Table Funded Purchased Asset or Swingline Purchase, the related
      title company, attorney or settlement agent, in each case, approved in writing
      by the Deal Agent in its discretion.





“ Bailee
      Agreement ”:
      The
      Bailee Agreement among the Seller, the Deal Agent and the Bailee in the form
      of Annex 13 to the
      Custodial Agreement.





“ Bailee’s
      Trust Receipt ”:
      A
      Trust Receipt in the form of Attachment 2 to the
      Bailee Agreement.





“ Bankruptcy
      Code ”:
      The
      United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, *et
      seq* .),
      as
      amended from time to time.





“ Base
      Rate ”:
      On any
      date, a fluctuating rate per annum equal to the lesser of (a) the Prime
      Rate or (b) the Federal Funds Rate, plus 1.0%.





“ Basic
      Mortgage Loan Documents ”:
      Defined in the Custodial Agreement.





“ Book
      Value ”:
      With
      respect to any Mortgage Asset at any time, an amount, as certified by the
      Seller, equal to the lesser of (a) face or par value and (b) the price
      that the Seller initially paid or advanced for or in respect of such Mortgage
      Asset, as such Book Value may be marked down by the Seller from time to time,
      including, as applicable, from any loss/price adjustments, less an
      amount equal to the sum of all principal payments, prepayments or paydowns
      paid
      and realized losses recognized relating to such Mortgage Asset; provided , however ,
      any
      such markdowns or adjustments must be made in good faith and shall be disclosed
      contemporaneously therewith in writing to the Deal Agent, which mark downs
      or
      adjustments, without a corresponding payment and application of principal,
      may
      result in a Margin Deficit.





“ Borrower ”:
      Collectively (and individually as the context may expressly provide or require),
      the borrowers, obligors or debtors under a Mortgage Asset, including, but not
      limited to, any guarantor thereof, the borrowers, obligors or debtors of any
      debt, including any guarantor thereof, senior to the Mortgage Asset, including
      obligors, debtors and guarantors with respect to the debt secured by any
      Underlying Mortgaged Property, and any Person that has not signed the related
      Mortgage Note, Junior Interest Document, Mezzanine Note or other note,
      certificate or instrument but owns an interest in the related Underlying
      Mortgaged Property, which interest has been encumbered to secure such Mortgage
      Asset.




5





“ Borrower
      Reserve Payments ”:
      Any
      payments made by a Borrower under the applicable Mortgage Loan Documents which,
      pursuant to the terms of such Mortgage Loan Documents, are required to be
      deposited into escrow or into a reserve to be used for a specific purpose (e.g.,
      tax and insurance escrows).





“ Borrowing
      Capacity ”:
      The
      ability to obtain draws or advances at the request of a Guarantor or any
      Affiliate or Subsidiary of a Guarantor in Dollars and within three (3)
      Business Days of the request therefor and to use or apply such draws or advances
      to repay amounts under the Repurchase Documents or Other Credit
      Facilities.





“ Breakage
      Costs ”:
      Any
      amount or amounts as shall compensate the Purchaser or any other Secured Party
      for any loss, cost or expense incurred by the Purchaser and any other Secured
      Party (as determined by the Deal Agent in the Deal Agent’s discretion) as a
      result of an early repurchase or prepayment of the Repurchase Price or any
      Price
      Differential. All Breakage Costs shall be due and payable hereunder upon demand.
      Breakage Costs shall not be due for payments of the Repurchase Price or any
      Price Differential on a Payment Date, on the Facility Maturity Date or in
      connection with any scheduled amortization provided at least two (2)
      Business Days advance notice (to be received by the Deal Agent no later than
      3:00 p.m. two (2) Business Days prior to the repayment date) is given
      to the Deal Agent.





“ Bridge
      Loan ”:
      A
      performing Whole Loan that is otherwise an Eligible Asset except that the
      Underlying Mortgaged Property is not stabilized or is otherwise considered
      to be
      in a transitional state, which exceptions shall be disclosed in writing to
      the
      Deal Agent and such exceptions must be acceptable to the Deal Agent in its
      discretion, which acceptance may, in the Deal Agent’s discretion, be conditioned
      on additional terms, conditions and requirements with respect to such Bridge
      Loan; provided , however ,
      the
      debt and equity fundings for each Bridge Loan must be sufficient to finance
      100%
      of the completion of the improvements to the related Underlying Mortgaged
      Property or there must exist sufficient net operating income or interest
      reserves or guaranties or replenishments to cover the debt service related
      to
      the Eligible Asset.





“ Business
      Day ”:
      Any
      day other than a Saturday or a Sunday on which (a) banks are not required
      or authorized to be closed in Charlotte, North Carolina, and (b) if the
      term “Business Day” is used in connection with the determination of the LIBOR
      Rate, dealings in United States dollar deposits are carried on in the London
      interbank market.





“ Capital
      Lease Obligations ”:
      For
      any Person and its Consolidated Subsidiaries, all obligations of such Person
      to
      pay rent or other amounts under a lease of (or other agreement conveying the
      right to use) Property to the extent such obligations are required to be
      classified and accounted for as a capital lease on a balance sheet of such
      Person under GAAP, and, for purposes of this Agreement, the amount of such
      obligations shall be the capitalized amount thereof, determined in accordance
      with GAAP.





“ Cash
      Collateral ”:
      The
      cash received by the Deal Agent as agent for the Secured Parties in satisfaction
      of a Margin Deficit or as Income on Purchased Assets.





“ Cash
      Equivalents ”:
      As to
      any Person, (i) securities issued or directly and fully guaranteed or
      insured by the United States or any agency or instrumentality thereof (provided
      that the full faith and credit of the United States is pledged in support
      thereof) having maturities of not more than one year from the date of
      acquisition, (ii) time deposits or certificates of deposit of any
      commercial bank incorporated under the laws of the United States or any state
      thereof, of recognized standing having capital and unimpaired surplus in excess
      of $1,000,000,000 and whose short-term commercial paper rating at the time
      of
      acquisition is at least A-1 or the equivalent thereof by S&P or at least P-1
      or the equivalent thereof by Moody’s (any such bank, an “ Approved
      Bank ”),
      with
      such deposits or certificates having maturities of not more than one year from
      the date of acquisition, (iii) repurchase obligations with a term of not
      more than seven days for underlying securities of the types described in clauses (i) and (ii) above
      entered into with any Approved Bank, (iv) commercial paper or finance
      company paper issued by any Person incorporated under the laws of the United
      States or any state thereof and rated at least A-1 or the equivalent thereof
      by
      S&P or at least P-1 or the equivalent thereof by Moody’s, and in each case
      maturing not more than one year after the date of acquisition, and
      (v) investments in money market funds that are registered under the
      40 Act, which have net assets of at least $1,000,000,000 and at least 85%
      of whose assets consist of securities and other obligations of the type
      described in clauses (i) through (iv) above.
      All such Cash Equivalents must be denominated solely for payment in
      Dollars.




6





“CDO
      Securitization Transaction ”:
      A
      commercial real estate cash flow CDO securitization transaction involving some
      or all of the Purchased Assets engaged in by an Affiliate of any of the
      Guarantors or the Sellers, which transaction and parties are acceptable to
      the
      Deal Agent in its discretion.





“ Class ”:
      With
      respect to a Mortgage Asset, such Mortgage Asset’s classification as a Whole
      Loan, a Junior Interest, a Mezzanine Loan, a Bridge Loan, a CMBS Security,
      a CTL
      Loan, a Subordinate CTL Loan, Senior Secured Bank Debt or a Preferred Equity
      Interest.





“ Closing
      Date ”:
      May
      14, 2007.





“ CMBS
      Security ”:
      A
      performing fixed or floating rate mortgage-backed pass-through certificate,
      representing a beneficial ownership interest in one or more first lien mortgage
      loans secured by Commercial Real Estate, rated by at least two (2) Rating
      Agencies as AAA (including AAA IO), AA+, AA, AA-, A+, A, A-, BBB+, BBB, BBB-,
      BB+, BB, BB-, B+, B or B-.





“ Code ”:
      The
      Internal Revenue Code of 1986, as amended from time to time.





“ Collection
      Account ”:
      The
      deposit account identified on Schedule 2 established in the name of the Seller into which all Income and Cash Collateral
      shall be deposited, which account shall be subject to the Account Agreement.
      Funds in the Collection Account may be invested at the direction and in the
      discretion of the Deal Agent in Permitted Investments for the benefit of the
      Seller.





“ Commercial
      Paper Notes ”:
      On any
      day, any short-term promissory notes issued in the commercial paper market.





“ Commercial
      Real Estate ”:
      Any
      real estate included in the definition of Type.





“ Commercial
      Real Estate Loan ”:
      Any
      loan secured directly or indirectly by Commercial Real Estate or, as applicable,
      ownership interests in an entity that owns directly or indirectly Commercial
      Real Estate.





“ Commitment
      Fee ”:
      The
“Commitment Fee” payable under the Fee Letter.





“ Compliance
      Certificate ”:
      Defined in Subsection 3.2(f) of this
      Agreement.





“ Confirmation ”:
      A
      purchase confirmation in the form attached to this Agreement as Exhibit II duly
      executed, completed and delivered by the Seller and the Deal Agent in accordance
      with the provisions of Subsection 2.2(c) of this
      Agreement.





“ Consolidated
      Adjusted EBITDA ”:
      For
      any period, with respect to any Person, the sum, without duplication, for such
      period of (a) the Net Income of such Person and its Consolidated
      Subsidiaries determined on a consolidated basis for such period, (b) the
      sum of the provisions for such period for income taxes, interest expense, and
      depreciation and amortization expense used in determining such Net Income for
      such Person and its Consolidated Subsidiaries, (c) amounts deducted in
      accordance with GAAP in respect of other non-cash expenses in determining such
      Net Income for such Person and its Consolidated Subsidiaries and (d) the
      amount of any aggregate net loss (or minus the
      amount of any gain) during such period arising from the sale, exchange or other
      disposition of capital assets by such Person and its Consolidated Subsidiaries
      determined on a consolidated basis.




7





“ Consolidated
      Subsidiaries ”:
      An as
      of any date and for any Person, any Subsidiary or other entities that are
      consolidated with such Person in accordance with GAAP.





“ Construction
      Loan ”:
      A
      performing Whole Loan, the Underlying Mortgaged Property for which has received
      all necessary entitlements and approvals to develop the Underlying Mortgaged
      Property and construct improvements thereon in a manner consistent with the
      applicable Seller’s representations to the Deal Agent regarding such
      construction, which information shall be set forth in the related Confirmation,
      such loan and the documents related thereto are otherwise acceptable to the
      Deal
      Agent in its discretion and all construction related documents are delivered
      to
      the Custodian as a part of the Mortgage Asset File for such Whole
      Loan.





“ Contingent
      Liabilities ”:
      Means,
      with respect to any Person and its Consolidated Subsidiaries (without
      duplication): (i) liabilities and obligations (including any Guarantee
      Obligations) of such Person, any Subsidiary or any other Person in respect
      of
“off-balance sheet arrangements” (as defined in the SEC Off-Balance Sheet
      Rules), (ii) any obligation, including, without limitation, any Guarantee
      Obligation, whether or not required to be disclosed in the footnotes to such
      Person’s financial statements, guaranteeing partially or in whole any
      Non-Recourse Indebtedness, 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 (other than guarantees
      of completion, environmental indemnities and guarantees of customary carve-out
      matters made in connection with Non-Recourse Indebtedness, such as (but not
      limited to) fraud, misappropriation, bankruptcy and misapplication) which have
      not yet been called on or quantified, of such Person or of any other Person,
      and
      (iii) any forward commitment or obligation to fund or provide proceeds with
      respect to any loan or other financing which is obligatory and non-discretionary
      on the part of the lender. The amount of any Contingent Liabilities 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 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 such Person. As
      used
      in this definition, the term “ SEC
      Off-Balance Sheet Rules ”
means
      the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet
      Arrangements and Aggregate Contractual Obligations, Securities Act Release
      Nos.
      33-8182; 34-47264; FR-67 International Series Release No. 1266 File No.
      S7-42-02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229
      and
      249).





“ Contractual
      Obligation ”:
      With
      respect to any Person, any provision of any securities issued by such Person
      or
      any indenture, mortgage, deed of trust, contract, undertaking, agreement,
      instrument or other document to which such Person is a party or by which it
      or
      any of its Property is bound or is subject.




8





“ CP
      Rate ”:
      For
      any day during any Accrual Period, the per annum rate equivalent to the weighted
      average of the per annum rates paid or payable by VFCC from time to time as
      interest on or otherwise (by means of interest rate hedges or otherwise taking
      into consideration any incremental carrying costs associated with short-term
      promissory notes issued by VFCC maturing on dates other than those certain
      dates
      on which VFCC is to receive funds) in respect of the promissory notes issued
      by
      VFCC that are allocated, in whole or in part, by the Deal Agent (on behalf
      of
      VFCC) to fund or maintain the Transactions funded by VFCC during such period,
      as
      determined by the Deal Agent (on behalf of VFCC) and reported to the Seller,
      which rates shall reflect and give effect to (i) the commissions of
      placement agents and dealers in respect of such promissory notes, to the extent
      such commissions are allocated, in whole or in part, to such promissory notes
      by
      the Deal Agent (on behalf of VFCC) and (ii) other borrowings by VFCC,
      including, without limitation, borrowings to fund small or odd dollar amounts
      that are not easily accommodated in the commercial paper market; provided , however ,
      that if
      any component of such rate is a discount rate, in calculating the CP Rate,
      the
      Deal Agent shall for such component use the rate resulting from converting
      such
      discount rate to an interest bearing equivalent rate per annum.





“ CTL
      Loan ”:
      A
      performing Whole Loan secured by a first priority perfected security interest
      in
      Commercial Real Estate 100% leased under a Credit Tenant Lease to, or guaranteed
      in full by, a Credit Tenant and all payments due under such Credit Tenant Lease,
      and such CTL Loan satisfies such additional underwriting criteria and other
      terms, conditions and requirements as the Deal Agent may require in its
      discretion.





“ Credit
      Tenant ”:
      The
      tenant or guarantor under a Credit Tenant Lease with a credit rating of BBB-
      or
      better by at least two (2) Rating Agencies.





“ Credit
      Tenant Lease ”:
      A
      financeable lease of Commercial Real Estate, which lease is a triple net lease
      (i.e., the tenant is responsible for all maintenance, insurance and taxes),
      a
      double net lease (i.e., the tenant is responsible for all taxes and insurance)
      or is a bondable lease.





“ Current
      Appraisal ”:
      An
      appraisal dated within twelve (12) months of the date of determination; provided , however ,
      (i) in the case of the valuation of an Underlying Mortgaged Property, such
      appraisal shall be a FIRREA Appraisal and (ii) in the case of the valuation
      of a Mortgage Asset, such appraisal shall be from a nationally recognized
      appraisal firm (other than the Seller, the Guarantor or any Affiliate of the
      foregoing) (A) with substantial experience valuing assets similar in type,
      size and structure to the Mortgage Asset in question, (B) having
      substantial familiarity with the market for such Mortgage Asset and
      (C) that is otherwise acceptable to the Deal Agent in its
      discretion.





“ Custodial
      Agreement ”:
      The
      Custodial Agreement, dated as of even date herewith, by and among the Deal
      Agent, the Purchaser, the Seller and the Custodian, as the same shall be
      amended, modified, waived, supplemented, extended, replaced or restated from
      time to time.





“ Custodial
      Fee Letter ”:
      The
      Custodial Fee Letter (if any), dated as of even date herewith, among the Seller
      and the Custodian, as such letter may be amended, modified, waived,
      supplemented, extended, restated or replaced from time to time.





“ Custodial
      Identification Certificate ”:
      Defined in the Custodial Agreement.





“ Custodian ”:
      Wells
      Fargo Bank, National Association, and its successor in interest as the custodian
      under the Custodial Agreement, and any successor Custodian under the Custodial
      Agreement.





“ Deal
      Agent ”:
      Defined in the Preamble of this
      Agreement.




9





“ Deal
      Agent’s Account ”:
      The
      account of the Purchaser disclosed to the Seller from time to time.





“ Debt
      Service ”:
      For
      any period, the sum of (a) Interest Expense of NorthStar and its
      Subsidiaries determined on a consolidated basis for such period and (b) all
      regularly scheduled principal payments made with respect to Indebtedness of
      NorthStar and its Subsidiaries during such period, other than any balloon,
      bullet, margin or similar principal payment which repays such Indebtedness
      in
      full.





“ Debt
      Service Coverage Ratio or DSCR ”: With
      respect to any Mortgage Asset or
      Purchased Asset, as applicable, as
      of any
      date of determination, for the period of time to be determined by the Deal
      Agent  in
      its
      reasonable discretion (it
      being
      understood that it is the Deal Agent’s intent to make the determination based on
      the period of twelve (12) consecutive complete calendar months preceding
      such date (or, if such Mortgage Asset was originated less than twelve (12)
      months from the date of determination, the number of months from the date of
      origination) , the
      ratio
      of (a) the aggregate Net Cash Flow in respect of the Underlying Mortgaged
      Properties relating to such Mortgage Asset or
      Purchased Asset, as applicable, for
      such
      period, taking into account (x) any guaranty of the indebtedness under the
      related Mortgage Asset or Purchased Asset and (y) any applicable interest
      reserves held during such time by the Seller or any Servicer on its behalf
      or
      future funding obligations or monies available to satisfy such obligations
      with
      respect to such Mortgage Asset or Purchased Asset and, as applicable, the senior
      mortgage lender for the related Underlying Mortgaged Property, to (b) the
      aggregate amount of all amounts due for such period in respect of all
      Indebtedness that was outstanding from time to time during such period that
      is
      secured, directly or indirectly, by such Underlying Mortgaged Properties
      (including, without limitation, by way of a pledge of the equity of the owner(s)
      of such Underlying Mortgaged Properties) or that is otherwise owing by the
      owner(s) of such Underlying Mortgaged Properties, including, without limitation,
      all scheduled principal and/or interest payments due for such period in respect
      of each Mortgage Asset or Purchased Asset, as applicable, that
      is
      secured or supported by such Underlying Mortgaged Properties, as any of the
      foregoing elements of DSCR may be adjusted by the Deal Agent  as
      determined by the Deal Agent  in
      its
      discretion; provided , however , that ,
      with
      respect to Junior Interests, Mezzanine Loans, Bridge Loans, Preferred Equity
      Interests and Subordinate CTL Loans that are also Junior Interests or Mezzanine
      Loans, all
      such
      calculations shall be made taking into account any senior or *pari
      passu* debt or
      other obligations, including debt or other obligations secured directly or
      indirectly by the applicable Underlying Mortgaged Property; provided , further , however ,
      the
      DSCR shall not be less than the Minimum DSCR.





“ Default ”:
      Any
      event which, with, as applicable, the giving of notice or the lapse of time
      or
      both, would constitute an Event of Default.





“ Defaulted
      Mortgage Asset ”:
      Any
      Mortgage Asset (a) that is ninety (90) days or more delinquent or
      (b) for which there is a non-monetary default (beyond any applicable notice
      and cure period) under the related Mortgage Loan Documents (including, with
      respect to Preferred Equity Interests, amounts that are not paid current for
      the
      relevant period under the terms of the Mortgage Loan Documents).





“ Delinquent
      Mortgage Asset ”:
      A
      Mortgage Asset that is thirty (30) or more days, but less than
      ninety (90) days, delinquent under the related Mortgage Loan Documents
      (including, with respect to Preferred Equity Interests, amounts that are not
      paid current for the relevant period under the terms of the Mortgage Loan
      Documents).





“ Derivatives
      Contract ”:
      Any
      and all rate swap transactions, basis swaps, credit derivative transactions,
      forward rate transactions, commodity swaps, commodity options, forward commodity
      contracts, equity or equity index swaps or options, bond or bond price or bond
      index swaps or options or forward bond or forward bond price or forward bond
      index transactions, interest rate options, forward foreign exchange
      transactions, cap transactions, floor transactions, collar transactions,
      currency swap transactions, cross-currency rate swap transactions, currency
      options, spot contracts, or any other similar transactions or any combination
      of
      any of the foregoing (including any options to enter into any of the foregoing),
      whether or not any such transaction is governed by or subject to any master
      agreement. Not in limitation of the foregoing, the term “ Derivatives
      Contract ”
      includes any and all transactions of any kind, and the related confirmations,
      which are subject to the terms and conditions of, or governed by, any form
      of
      master agreement published by the International Swaps and Derivatives
      Association, Inc., any International Foreign Exchange Master Agreement, or
      any
      other master agreement, including any such obligations or liabilities under
      any
      such master agreement.




10





“ Derivatives
      Termination Value ”:
      Means,
      in respect of any one or more Derivatives Contracts, after taking into account
      the effect of any legally enforceable netting agreement relating to such
      Derivatives Contracts, (a) for any date on or after the date such
      Derivatives Contracts have been closed out and termination value(s) determined
      in accordance therewith, such termination value(s), and (b) for any date
      prior to the date referenced in clause (a) ,
      the
      amount(s) determined as the mark-to-market value(s) for such Derivatives
      Contracts, as determined based upon one or more mid-market or other readily
      available quotations provided by any recognized dealer in such Derivatives
      Contracts (which may include the Deal Agent, the Purchaser, or any of the
      Secured Parties).





“ Dollars ”
and
      “ $ ”:
      Lawful
      money of the United States.





“ EBITDA ”:
      With
      respect to NorthStar and its Consolidated Subsidiaries for any period, the
      net
      income (or loss) of NorthStar and its Consolidated Subsidiaries for such period
      determined on a consolidated basis (prior to any impact from minority interests
      and before deduction of preferred dividends on preferred stock, if any, of
      NorthStar), in accordance with GAAP, plus the
      following (but only to the extent actually included in determination of such
      net
      income (loss)): (i) income tax expense; (ii) extraordinary or
      non-recurring gains and losses; (iii) depreciation and amortization
      expense; (iv) interest expense; and (v) amounts deducted in accordance
      with GAAP in respect of other non-cash expenses in determining such net income.
      The EBITDA will be adjusted to remove all impact of FAS 141.





“ Electronic
      Transmission ”:
      The
      delivery of information and executed documents in an electronic format
      acceptable to the applicable recipient thereof.





“ Eligible
      Asset ”:
      A
      Mortgage Asset that, as of any date of determination, (i) is not a Defaulted
      Mortgage Asset or Delinquent Mortgage Asset; (ii) satisfies each of the
      eligibility criteria set forth on Schedule 1 hereto
      in all material respects; (iii) with respect to the portion of such
      Mortgage Asset to be acquired by the Purchaser or its designee, the funding
      obligations have been satisfied in full and there is no unfunded commitment
      with
      respect thereto (unless otherwise approved by the Deal Agent in its discretion);
      (iv) has been approved in writing by the Deal Agent in its discretion;
      (v) has, to the extent applicable, an LTV not in excess of the Maximum LTV;
      (vi) has, to the extent applicable, a DSCR equal to or greater than the
      Minimum DSCR; (vii) is not a loan to an operating business (other than a
      hotel); (viii) the purchase of such Eligible Asset will not violate any
      applicable Sub-Limit; (ix) the Underlying Mortgage Property and the
      Borrower and its Affiliates are domiciled in the United States (unless otherwise
      approved by the Deal Agent subject to such additional terms and conditions
      as
      the Deal Agent may require in its discretion); and (x) such Mortgage Asset
      is denominated and payable in Dollars; provided , however ,
      notwithstanding a Mortgage Asset’s failure to conform to the criteria set forth
      above (including, without limitation, a Mortgage Asset with a single or split
      rating by a Rating Agency), the Deal Agent may, in its discretion and subject
      to
      such terms, conditions and requirements and Advance Rate and Pricing Spread
      adjustments as the Deal Agent may require in its discretion, designate in
      writing any such non-compliant Mortgage Asset as an Eligible Asset, which
      designation shall not be deemed a waiver of the requirement that all other
      Purchased Assets and all other Mortgage Assets submitted for purchase by the
      Purchaser or its designee, whether existing or in the future, must be Eligible
      Assets.




11





“ Engagement
      Letter ”:
      That
      certain letter agreement, dated as of June 2, 2005, among Wachovia and NRFC
      WA
      Holdings, LLC, as the same may be amended, modified, restated, replaced, waived,
      substituted, supplemented or extended from time to time.





“ Environmental
      Laws ”:
      Any
      and all Applicable Laws and all other foreign, federal, state and local laws,
      statutes, ordinances, rules, regulations, permits, licenses, approvals,
      interpretations and orders of courts or Governmental Authorities, relating
      to
      the protection of human health or the environment, including, but not limited
      to, requirements pertaining to the manufacture, processing, distribution, use,
      treatment, storage, disposal, transportation, handling, reporting, licensing,
      permitting, investigation or remediation of hazardous materials. Environmental
      Laws include, without limitation, the Comprehensive Environmental Response,
      Compensation, and Liability Act (42 U.S.C. § 9601 et
      seq .),
      the
      Hazardous Material Transportation Act (49 U.S.C. § 331 et
      seq .),
      the
      Resource Conservation and Recovery Act (42 U.S.C. § 6901 et
      seq. ),
      the
      Federal Water Pollution Control Act (33 U.S.C. § 1251 et
      seq .),
      the
      Clean Air Act (42 U.S.C. § 7401 et
      seq .),
      the
      Toxic Substances Control Act (15 U.S.C. § 2601 et
      seq .),
      the
      Safe Drinking Water Act (42 U.S.C. § 300, et
      seq .),
      the
      Environmental Protection Agency’s regulations relating to underground storage
      tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and
      Health Act (29 U.S.C. § 651 et
      seq .),
      and
      the rules and regulations thereunder, each as amended, modified, waived,
      supplemented, extended, restated or replaced from time to time.





“ Equity
      Interest ”:
      With
      respect to any Person, any share of capital stock of (or other ownership, equity
      or profit interests in) such Person, any warrant, option or other right for
      the
      purchase or other acquisition from such Person of any share of capital stock
      of
      (or other ownership, equity or profit interests in) such Person, any security
      convertible into or exchangeable for any share of capital stock of (or other
      ownership, equity or profit interests in) such Person or warrant, right or
      option for the purchase or other acquisition from such Person of such shares
      (or
      such other interests), and any other ownership or profit interest in such Person
      (including, without limitation, partnership, member or trust interests therein),
      whether voting or nonvoting, and whether or not such share, warrant, option,
      right or other interest is authorized or otherwise existing on any date of
      determination.





“ ERISA ”:
      The
      Employee Retirement Income Security Act of 1974, as the same are amended from
      time to time, and the regulations promulgated and rulings issued thereunder,
      as
      the same are amended from time to time.





“ ERISA
      Affiliate ”:
      (a) Any corporation that is a member of the same controlled group of
      corporations (within the meaning of Section 414(b) of the Code) as the
      Seller or the Guarantor, (b) a trade or business (whether or not
      incorporated) under common control (within the meaning of Section 414(c) of
      the Code) with the Seller or the Guarantor, or (c) a member of the same
      affiliated service group (within the meaning of Section 414(m) of the Code)
      as the Seller, the Guarantor, any corporation described in clause (a) above or
      any trade or business described in clause (b) above.





“ Eurocurrency
      Liabilities ”:
      Defined in Regulation D of the Board of Governors of the Federal Reserve
      System, as in effect and amended from time to time.





“ Eurodollar
      Disruption Event ”:
      The
      occurrence of any of the following: (a) any Liquidity Bank or the Swingline
      Purchaser shall have notified the Deal Agent of a determination by such
      Liquidity Bank, the Swingline Purchaser or any of their assignees or
      participants that it would be contrary to law or to the directive of any central
      bank or other Governmental Authority (whether or not having the force of law)
      to
      obtain United States dollars in the London interbank market to fund any
      Transaction, (b) any Liquidity Bank or the Swingline Purchaser shall have
      notified the Deal Agent of the inability, for any reason, of such Liquidity
      Bank, the Swingline Purchaser or any of their assignees or participants to
      determine the Adjusted Eurodollar Rate, (c) any Liquidity Bank or the
      Swingline Purchaser shall have notified the Deal Agent of a determination by
      such Liquidity Bank, the Swingline Purchaser or any of their assignees or
      participants that the rate at which deposits of United States dollars are being
      offered to such Liquidity Bank, the Swingline Purchaser or any of their
      assignees or participants in the London interbank market does not accurately
      reflect the cost to such Liquidity Bank, the Swingline Purchaser, such assignee
      or such participant of making, funding or maintaining any Transaction, or
      (d) any Liquidity Bank or the Swingline Purchaser shall have notified the
      Deal Agent of the inability of such Liquidity Bank, the Swingline Purchaser
      or
      any of their assignees or participants to obtain United States dollars in the
      London interbank market to make, fund or maintain any Transaction.




12





“ Eurodollar
      Reserve Percentage ”:
      For
      any period means the percentage, if any, applicable during such period (or,
      if
      more than one such percentage shall be so applicable, the daily average of
      such
      percentages for those days in such period during which any such percentage
      shall
      be so applicable) under regulations issued from time to time by the Board of
      Governors of the Federal Reserve System (or any successor) for determining
      the
      maximum reserve requirement (including, without limitation, any basic,
      emergency, supplemental, marginal or other reserve requirements) with respect
      to
      liabilities or assets consisting of or including Eurocurrency Liabilities having
      a term of one (1) month.





“ Event
      of Default ”:
      Defined in Section 10.1 of this
      Agreement.





“ Exception ”:
      Defined in the Custodial Agreement.





“ Excepted
      Persons ”:
      Defined in Subsection 13.13(a) of this
      Agreement.





“ Exchange
      Act ”:
      The
      Securities Exchange Act of 1934, as amended from time to time.





“ Extension
      Fee ”:
      Defined in the Fee Letter.





“ Facility ”:
      The
      facility evidenced by and the Transactions contemplated under the Repurchase
      Documents.





“ Facility
      Maturity Date ”:
      Subject to Article
      X of this
      Agreement, the earliest of (a) May 14, 2010, as such original Facility
      Maturity Date may be extended pursuant to Subsection 2.4 of this
      Agreement, or (b) the date on which this Agreement shall terminate in
      accordance with the provisions hereof or by operation of Applicable Law.





“ Facility
      Period ”:
      The
      period commencing on the Closing Date and terminating on the Funding Expiration
      Date.





“ Federal
      Funds Rate ”:
      For
      any period, a fluctuating interest rate per annum equal for each day during
      such
      period to the weighted average of the overnight federal funds rates as in
      Federal Reserve Board Statistical Release H.15(519) or any successor or
      substitute publication selected by the Deal Agent (or, if such day is not a
      Business Day, for the next succeeding Business Day), or, if, for any reason,
      such rate is not available on any day, the rate determined, in the sole opinion
      of the Deal Agent, to be the rate at which overnight federal funds are being
      offered in the national federal funds market at 9:00 a.m., Charlotte, North
      Carolina time.





“ Fee
      Letter ”:
      The
      Fee Letter, dated as of even date herewith, between the Deal Agent, Purchaser
      and the Seller, as
      amended, modified, waived, substituted, supplemented, extended, restated, or
      replaced from time to time.




13





“ Financial
      Covenants ”:
      The
      covenants set forth in Subsection 5.1(v) of this
      Agreement.





“ FIRREA
      Appraisal ”:
      An
      appraisal prepared by an independent third party appraiser approved in writing
      by the Deal Agent in its discretion and satisfying the requirements of
      Title XI of the Federal Institutions, Reform, Recovery and Enforcement Act
      of 1989 and the regulations promulgated thereunder (as the foregoing are
      amended, modified, restated, replaced, waived, substituted, supplemented or
      extended from time to time), as in effect on the date of such
      appraisal.





“ Fitch ”:
      Fitch
      Ratings, Inc., and any successor thereto.





“ Fixed
      Charge Coverage Ratio ”:
      For
      NorthStar and its Consolidated Subsidiaries during any period, EBITDA for such
      period divided by the
      Fixed Charges for the same period.





“ Fixed
      Charges ”:
      For
      NorthStar and its Consolidated Subsidiaries determined on a consolidated basis
      during any period, the sum of (without duplication) (a) Debt Service,
      (b) all Preferred Dividends required to be paid during such period,
      (c) Capital Lease Obligations required to be paid during such period, and
      (d) all payments due under any ground lease.





“ Foreclosed
      Loan ”:
      A loan
      the security for which has been foreclosed upon by the Seller.





“ Funding
      Expiration Date ”:
      The
      earliest of (a) the date that is 3 years immediately following the Closing
      Date, (b) the date on which an Event of Default occurs or ( c ) the
      Business Day designated by the Seller to the Deal Agent as the expiration date
      at any time following two (2) Business Days’ prior written notice to the
      Deal Agent.





“ GAAP ”:
      Generally accepted accounting principles as in effect from time to time in
      the
      United States, consistently applied.





“ Governmental
      Authority ”:
      Any
      nation or government, any state or other political subdivision thereof, any
      central bank (or similar monetary or regulatory authority) thereof, any body
      or
      entity exercising executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to government, any court or arbitrator having
      jurisdiction over such Person, any of its Subsidiaries or any of its Properties,
      and any accounting board or authority (whether or not a part of government)
      that
      is responsible for the establishment or interpretation of national or
      international accounting principles, in each case whether foreign or
      domestic.





“ Ground
      Lease ”:
      With
      respect to any Commercial Real Estate Loan for which the Borrower has a
      leasehold interest in the related Underlying Mortgaged Property or space lease
      within such Underlying Mortgaged Property, the lease agreement creating such
      leasehold interest.





“ 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) to induce the creation of the obligations for which the
      guaranteeing person has issued a reimbursement, counterindemnity or similar
      obligation, in either case guaranteeing or in effect guaranteeing any
      Indebtedness, leases, dividends, Contractual Obligation, Derivatives Contract
      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 amount of any
      Guarantee Obligation of any guaranteeing person shall be deemed to be the
      maximum stated amount of the primary obligation relating to such Guarantee
      Obligation (or, if less, the maximum stated liability set forth in the
      instrument embodying such Guarantee Obligation); provided , however ,
      that in
      the absence of any such stated amount or stated liability, the amount of such
      Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
      anticipated liability in respect thereof as reasonably determined by such Person
      in good faith.




14





“ Guarantor ”:
      Individually and collectively, as the context may require, NorthStar Realty
      Finance Corp., a Maryland corporation (together with its successors and
      permitted assigns) and NorthStar Realty Finance L.P., a Delaware limited
      partnership (together with its successors and permitted assigns), as joint
      and
      several Guarantors under the Guaranty.





“ Guaranty ”:
      The
      Limited Guaranty, dated as of the date hereof, executed by the Guarantor in
      favor of the Deal Agent as agent for the Secured Parties, as such agreement
      is
      amended, modified, restated, replaced, waived, substituted, supplemented or
      extended from time to time.





“ Income ”:
      With
      respect to each Purchased Item, at any time, all of the following: collections,
      prepayments, recoveries, insurance and condemnation proceeds and all other
      payments or proceeds on or in respect of the Purchased Assets to which the
      Seller or the holder thereof is entitled, including, without limitation, any
      principal thereof then payable and all interest, fees, prepayment fees,
      premiums, extension fees, exit fees, yield maintenance charges, defeasance
      fees,
      transfer fees, penalties, default interest, late fees, late charges, dividends,
      gains, receipts, allocations, profits, payments in kind, returns or repayment
      of
      contributions and all other distributions and payments of any kind or nature
      whatsoever payable thereon, in connection therewith, or with respect thereto
      and
      amounts received from any Interest Rate Protection Agreement, including, without
      limitation, Net Swap Receipts and Swap Breakage Receipts, provided , however ,
      Income
      shall not include any Borrower Reserve Payments unless the Seller, a Servicer
      or
      a PSA Servicer has exercised rights with respect to such payments under the
      terms of the related Mortgage Loan Documents, the Servicing Agreements or the
      Pooling and Servicing Agreements, as applicable.





“ Increased
      Costs ”:
      Any
      amounts required to be paid by the Seller to the Deal Agent, the Purchaser
      or
      any Affected Party pursuant to Section 2.13 of this
      Agreement.





“ Indebtedness ”:
      Means,
      with respect to any Person and its Consolidated Subsidiaries determined on
      a
      consolidated basis, at the time of computation thereof, all of the following
      (without duplication): (a) all obligations of such Person in respect of
      money borrowed (including, without limitation, principal, interest, assumption
      fees, prepayment fees, yield maintenance charges, penalties, contingent interest
      and all other monetary obligations whether choate or inchoate); (b) all
      obligations of such Person, whether or not for money borrowed
      (i) represented by notes payable, letters of credit, or drafts accepted, in
      each case representing extensions of credit, (ii) evidenced by bonds,
      debentures, notes or similar instruments, (iii) constituting purchase money
      indebtedness, conditional sales contracts, title retention debt instruments
      or
      other similar instruments, upon which interest charges are customarily paid
      or
      that are issued or assumed as full or partial payment for property or services
      rendered or (iv) in connection with the issuance of preferred equity or
      trust preferred securities; (c) Capital Lease Obligations of such Person;
      (d) all Off-Balance Sheet Obligations of such Person (other than
      non-recourse indebtedness incurred in connection with any CDO Securitization
      Transaction); (e) all obligations of such Person to purchase, redeem,
      retire, defease or otherwise make any payment in respect of any Mandatory
      Redeemable Stock issued by such Person or any other Person (inclusive of forward
      equity contracts), valued at the greater of its voluntary or involuntary
      liquidation preference plus accrued and unpaid dividends; (f) as
      applicable, all obligations of such Person (but not the obligation of others)
      in
      respect of any keep well arrangements, credit enhancements, contingent or future
      funding obligations under any Eligible Asset or any obligation senior to the
      Eligible Asset, unfunded interest reserve amount under any Eligible Asset or
      any
      obligation that is senior to the Eligible Asset, purchase obligation, repurchase
      obligation, takeout commitment or forward equity commitment, in each case
      evidenced by a binding agreement (excluding any such obligation to the extent
      the obligation can be satisfied by the issuance of Equity Interest (other than
      Mandatory Redeemable Stock)); (g) net obligations under any Derivative
      Contract not entered into as a hedge against existing Indebtedness, in an amount
      equal to the Derivatives Termination Value thereof; (h) all
      Indebtedness of other Persons which such Person has guaranteed or is otherwise
      recourse to such Person (except for guaranties of customary exceptions for
      fraud, misapplication of funds, environmental indemnities and other similar
      exceptions to recourse liability (but not exceptions relating to bankruptcy,
      insolvency, receivership or other similar events)); (i) all Indebtedness of
      another Person secured by (or for which the holder of such Indebtedness has
      an
      existing right, contingent or otherwise, to be secured by) any Lien (other
      than
      certain Permitted Liens) on property or assets owned by such Person, even though
      such Person has not assumed or become liable for the payment of such
      Indebtedness or other payment obligation; provided , however ,
      if such
      Person has not assumed or become liable for the payment of such Indebtedness,
      then for the purposes of this definition the amount of such Indebtedness shall
      not exceed the market value of the property subject to such Lien and
      (j) Contingent Liabilities.




15





“ Indemnified
      Amounts ”:
      Defined in Subsection 11.1(a) of this
      Agreement.





“ Indemnified
      Party ”:
      Defined in Subsection 11.1(a) of this
      Agreement.





“ Independent
      Director ”:
      A
      natural Person who (a) is not at the time of initial appointment as
      Independent Director, and may not have been at any time during the five (5)
      years preceding such initial appointment or at any time while serving as
      Independent Director, (i) a stockholder, partner, member or direct or
      indirect legal or beneficial owner of the Seller, the Guarantor or any Affiliate
      of the Seller or the Guarantor; (ii) a contractor, creditor, customer,
      supplier, director (with the exception of serving as the Independent Director
      of
      the Seller), officer, employee, attorney, manager or other Person who derives
      any of its purchases or revenues from its activities with the Seller, the
      Guarantor or any Affiliate  of
      the
      Seller or the Guarantor; (iii) a natural Person who controls (directly or
      indirectly or otherwise) the Seller, the Guarantor or any Affiliate of the
      Seller or Guarantor or who controls or is under common control with any Person
      that would be excluded from serving as an Independent Director under (i) or (ii) ,
      above;
      or (iv) a member of the immediate family of a natural Person excluded from
      servicing as an Independent Director under (i) or (ii) above
      and (b) otherwise satisfies the then current requirements of the Rating
      Agencies. A Person who is an employee of a nationally recognized organization
      that supplies independent directors and who otherwise satisfies the criteria
      in clause (a) but for
      the fact that such organization receives payment from the Seller or Guarantor
      for providing such independent director shall not be disqualified from serving
      as an Independent Director hereunder.





“ Insolvency
      Event ”:
      With
      respect to a specified Person, (a) the filing of a decree or order for
      relief by a court having jurisdiction in respect of such Person or any
      substantial part of its Property in an involuntary case under any applicable
      Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator,
      assignee, custodian, trustee, sequestrator or similar official for such Person
      or for any substantial part of its Property, or ordering the winding-up or
      liquidation of such Person’s affairs, and such decree or order shall remain
      unstayed and in effect for a period of sixty (60) consecutive days; or
      (b) the commencement by such Person of a voluntary case under any
      applicable Insolvency Law now or hereafter in **** effect,
      or the consent by such Person to the entry of an order for relief in an
      involuntary case under any such law, or the consent by such Person to the
      appointment of or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official for such Person or for
      any
      substantial part of its property, or the making by such Person of any general
      assignment for the benefit of creditors, or the failure by such Person generally
      to pay its debts as such debts become due, or the taking of action by such
      Person in furtherance of any of the foregoing.




16





“ Insolvency
      Laws ”:
      The
      Bankruptcy Code and all other applicable liquidation, conservatorship,
      bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization,
      suspension of payments or similar debtor relief laws from time to time in effect
      affecting the rights of creditors generally.





“ Insolvency
      Proceeding ”:
      Any
      case, action or proceeding before any court or other Governmental Authority
      relating to any Insolvency Event.





“ Interest
      Expense ”:
      Means
      for any period, total interest expense, both expensed and capitalized, of the
      Seller for such period with respect to all outstanding Indebtedness of the
      Seller (including, without limitation, all commissions, discounts and other
      fees
      and charges owed with respect to letters of credit and bankers’ acceptance
      financing and net costs under interest rate protection agreements), determined
      in accordance with GAAP, net of interest income of the Seller for such period
      (determined in accordance with GAAP).





“ Interest
      Rate Protection Agreement ”:
      With
      respect to any or all of the Mortgage Assets and Purchased Assets, as
      applicable, (i) any Derivatives Contract required under the terms of the
      related Mortgage Loan Documents providing for protection against fluctuations
      in
      interest rates or the exchange of nominal interest obligations, either generally
      or under specific contingencies, and acceptable to the Deal Agent in its
      reasonable discretion, which Interest Rate Protection Agreement shall be
      performed, maintained and in place in accordance with the terms of the Mortgage
      Loan Documents, and (ii) any Derivatives Contract put in place by the
      Seller, the Guarantor or any Affiliate of the foregoing with respect to any
      Mortgage Asset or Purchased Asset, as applicable, including, without limitation,
      the Swap Documents, which Interest Rate Protection Agreement shall be performed,
      maintained and in place during the time the related Purchased Asset is subject
      to a Transaction under this Agreement.





“ Investment
      Grade Rating ”:
      A
      rating of at least BBB- (or the equivalent) by two (2) or more Rating
      Agencies.





“ Issuer ”:
      VFCC
      and any other Purchaser whose principal business consists of issuing commercial
      paper or other securities to fund its acquisition or maintenance of receivables,
      accounts, instruments, chattel paper, general intangibles and other similar
      assets.





“ Junior
      Interest ”:
      (a) A senior, *pari
      passu* or
      junior participation interest in a performing Commercial Real Estate Loan or
      (b) a senior, *pari
      passu* or
      junior note or certificate in an “A/B” or similar structure in a performing
      Commercial Real Estate Loan.





“ Junior
      Interest Document ”:
      The
      original executed promissory note, Participation Certificate, Participation
      Agreement and any other evidence of a Junior Interest, as
      applicable.





“ Late
      Payment Fee ”:
      Defined in Subsection 2.5(a) of this
      Agreement.





“ LIBOR
      Rate ”:
      For
      any day during any Accrual Period and any Transaction or portion thereof, a
      rate
      per annum equal to:





( i )  the
      posted rate for thirty (30) day deposits in United States Dollars appearing
      on Telerate page 3750 as of 11:00 a.m. (London time) on the Business
      Day which is the second (2nd) Business Day immediately preceding the applicable
      Purchase Date (with respect to the initial Accrual Period for such Transaction)
      and as of the second (2nd) Business Day immediately preceding the
      first (1st) day of the applicable Accrual Period (with respect to all
      subsequent Accrual Periods for such Transaction); or




17





( ii )  if
      no
      such rate appears on Telerate page 3750 at such time and day, then the
      LIBOR Rate shall be determined by Wachovia at its principal office in Charlotte,
      North Carolina as its rate (each such determination, absent manifest error,
      to
      be conclusive and binding on all parties hereto and their assignees) at which
      thirty (30) day deposits in United States Dollars are being, have been, or
      would be offered or quoted by Wachovia to major banks in the applicable
      interbank market for Eurodollar deposits at or about 11:00 a.m. (Charlotte,
      North Carolina time) on such day.





“ Lien ”:
      Any
      mortgage, lien, pledge, charge, right, claim, security interest or encumbrance
      of any kind of or on any Person’s assets or properties in favor of any other
      Person (including any UCC financing statement or any similar instrument filed
      against such Person’s assets or properties).





“ Liquidity ”:
      An
      amount equal to the (a) sum of (without duplication) (i) the amount of
      unrestricted cash and unrestricted Cash Equivalents and (ii) Availability
      under this Agreement and (iii) the amount of Borrowing Capacity under the Other
      Credit Facilities less ,
      (b) amounts necessary to satisfy Margin Deficits under this
      Agreement.





“ Liquidity
      Agent ”:
      Wachovia and any successor to Wachovia under the Liquidity
      Agreement.





“ Liquidity
      Agreement ”:
      The
      Liquidity Purchase Agreement, dated as of an even date herewith, among VFCC,
      as
      the seller, the Liquidity Banks named therein, WCM as the deal agent and the
      documentation agent, and Wachovia, as the Liquidity Agent, and any other
      liquidity agreement applicable to a Purchaser that is a commercial paper
      conduit, each as amended, modified, restated, replaced, waived, substituted,
      supplemented or extended from time to time.





“ Liquidity
      Banks ”:
      The
      Person or Persons who provide liquidity support to VFCC or any other Purchaser
      that is a commercial paper conduit pursuant to the Liquidity Agreement or other
      liquidity agreement in connection with the issuance of Commercial Paper
      Notes.





“ Loan-to-Value
      Ratio ”
or
      “ LTV ”:
      With
      respect to any Mortgage Asset or Purchased Asset (other than any CMBS Security),
      as applicable, as of any date of determination, the ratio of the outstanding
      principal amount of such Mortgage Asset or Purchased Asset, as applicable,
      to
      the market value of the related Underlying Mortgaged Property at such time
      (or,
      in the case of the Bridge Loans, the cost of completion of the intended
      improvements), as determined by the Deal Agent (i) in connection with the
      initial purchase of a Mortgage Asset only and to the extent a Current Appraisal
      is available, based on the Current Appraisal, as the LTV may be adjusted by
      the
      Deal Agent as the Deal Agent determines in its discretion, and, (ii) in all
      other cases, as the Deal Agent may determine in its discretion based on such
      sources of information as the Deal Agent may determine to rely on in its
      discretion; provided , however ,
      that,
      with respect to Junior Interests, Mezzanine Loans, Bridge Loans, Preferred
      Equity Interests and Subordinate CTL Loans that are also Junior Interests or
      Mezzanine Loans, all such calculations shall be made taking into account any
      senior or *pari
      passu* debt
      or
      other obligations, including debt or other obligations  secured
      directly or indirectly by the applicable Underlying Mortgaged Property; provided , further , however ,
      the LTV
      shall not exceed the Maximum LTV.





“ Mandatory
      Redeemable Stock ”:
      Means,
      with respect to any Person and any Subsidiary thereof, any Equity Interest
      of
      such Person which by the terms of such Equity Interest (or by the terms of
      any
      security into which it is convertible or for which it is exchangeable or
      exercisable), upon the happening of any event or otherwise (a) matures or
      is required to be redeemed, pursuant to a sinking fund obligation or otherwise
      (other than an Equity Interest to the extent redeemable in exchange for common
      stock or other equivalent common Equity Interest), (b) is convertible into
      or exchangeable or exercisable for Indebtedness or Mandatory Redeemable Stock,
      or (c) is redeemable at the option of the holder thereof, in whole or in
      part (other than any Equity Interest which is redeemable solely in exchange
      for
      common stock or other equivalent common Equity Interest); in each case, on
      or
      prior to the Facility Maturity Date.




18





“ Margin
      Base ”:
      On any
      day, the aggregate Asset Value of all Purchased Assets or certain specified
      Purchased Assets, as applicable.





“ Margin
      Correction Deadline ”:
      3 p.m. on the second Business Day after any Margin Deficit Notice is
      delivered by the Deal Agent.





“ Margin
      Deficit ”:
      Defined in Section 2.7 of this
      Agreement.





“ Margin
      Deficit Notice ”:
      Defined in Section 2.7 of this
      Agreement.





“ Market
      Value ”:
      As of
      any date in respect of any Mortgage Asset or Purchased Asset, as applicable,
      the
      price at which such Mortgage Asset or Purchased Asset, as applicable, could
      readily be sold, as determined by the Deal Agent (i) in connection with the
      initial purchase of a Mortgage Asset only and to the extent a Current Appraisal
      is available, based on the Current Appraisal value, and, (ii) in all other
      cases, as the Deal Agent may determine in its discretion and in good faith
      based
      on such sources and information as the Deal Agent may determine to rely on
      in
      its discretion (which value may be determined to be zero), as such Market Value
      may be adjusted by the Deal Agent as the Deal Agent determines in its
      discretion.





“ Material
      Adverse Effect ”:
      A
      material adverse effect on (a) the financial condition or credit quality of
      the Seller or the Guarantor, (b) the ability of the Seller, the Guarantor
      or the Pledgor to perform its obligations under any of the Repurchase Documents
      or Mortgage Loan Documents to which it is a party, (c) the validity or
      enforceability of any of the Repurchase Documents, (d) the rights and
      remedies of the Deal Agent, the Purchaser, the Swap Counterparty or any other
      Secured Party under any of the Repurchase Documents, (e) the timely payment
      of any amounts payable under the Repurchase Documents or Mortgage Loan
      Documents, or (f) the Asset Value of the Purchased Assets; provided , however ,
      the
      occurrence of an event under clause (e) or (f) of this
      definition of Material Adverse Effect shall not, in and of itself, constitute
      an
      Event of Default under Subsection 10.1(e) ,
      but
      such occurrence may be or form the basis for an Event of Default under other
      provisions of Section 10 other
      than Subsection 10.1(e) .





“ Materials
      of Environmental Concern ”:
      Any
      mold, petroleum (including, without limitation, crude oil or any fraction
      thereof) or petroleum products (including, without limitation, gasoline), or
      any
      hazardous or toxic substances, materials or wastes, defined as such in or
      regulated under any Environmental Law, including, without limitation, asbestos,
      polychlorinated biphenyls and urea-formaldehyde insulation.





“ Maximum
      Amount ”:
      Means
      $400,000,000, provided that, during the Temporary Increase Period, upon the
      written request of the Seller, the Deal Agent may, in its discretion (and in
      all
      cases subject to the Deal Agent obtaining internal credit approval), increase
      the Maximum Amount one (1) or more times to an aggregate amount not to
      exceed $800,000,000, which increase(s) shall be set forth in writing and
      acknowledged by the Seller and the Guarantor; provided , however ,
      after
      the Temporary Increase Period, (a) in the event Purchased Assets are
      repurchased and sold into the CDO Securitization Transaction on or prior to
      the
      Temporary Increase Expiration Date and the Seller repays the Temporary Increase
      Indebtedness plus all accrued and unpaid Price Differential thereon and all
      related Breakage Costs on or before the Temporary Increase Expiration Date,
      the
      Maximum Amount shall be $400,000,000 and (b) in the event the Seller does
      not satisfy clause (a) of this
      definition, the Maximum Amount shall equal the sum of $400,000,000 and the
      highest Temporary Increase Amount, provided that such Maximum Amount shall
      be
      reduced to (i) within six (6) months of the Temporary Increase
      Expiration Date, $600,000,000, (ii) within twelve (12) months of the
      Temporary Increase Expiration Date, $550,000,000 and (iii) within eighteen
      (18) months of the Temporary Increase Expiration Date, $500,000,000; provided , further , however ,
      on and
      after the Facility Maturity Date, the Maximum Amount shall mean the aggregate
      Purchase Price outstanding for all Transactions.




19





“ Maximum
      LTV ”:
      With
      respect to any Eligible Asset (other than any CMBS Security) at any time, the
      Loan-to-Value Ratio for the related Underlying Mortgaged Property set forth
      on Schedule 1 to the
      Fee Letter under the heading “End LTV” or “End LTC” (or, if not set forth
      therein in the case of Preferred Equity Interests and Construction Loans to
      the
      extent applicable, as set forth in the related Confirmation under the same
      or
      similar headings); provided , however ,
      in no
      event shall the Maximum LTV for a Construction Loan exceed 85%) for the
      applicable Class of such Mortgage Asset and, as applicable, the applicable
      Type
      of Underlying Mortgaged Property; provided , however ,
      the
      Maximum LTV shall take into account any senior or *pari
      passu*  debt
      or
      other obligations ,
      including debt or other obligations secured
      directly or indirectly by the applicable Underlying Mortgaged
      Property.





“ Mezzanine
      Loan ”:
      A
      performing mezzanine loan secured by a first priority perfected lien and pledge
      of the Equity Interest of the Person that owns directly or indirectly income
      producing Commercial Real Estate that is performing; provided , however ,
      on a
      case by case basis, and in the Deal Agent’s discretion and subject to such
      terms, conditions and requirements and Advance Rate and Pricing Spread
      adjustments as the Deal Agent may require in its discretion, the Deal Agent
      may
      (but is not required to) consider purchasing a Mezzanine Loan that is secured
      by
      less than all of the Equity Interest of the Person that owns directly or
      indirectly income producing Commercial Real Estate.





“ Mezzanine
      Note ”:
      The
      original executed promissory note or other evidence of Mezzanine Loan
      indebtedness.





“ Minimum
      DSCR ”:
      With
      respect to any Mortgage Asset or Purchased Asset (other than any CMBS Security),
      as applicable, at any time, the DSCR for the related Underlying Mortgaged
      Property set forth on Schedule 1 to the
      Fee Letter under the heading “In-Place DSCR” (or, if not set forth therein in
      the case of Preferred Equity Interests and Construction Loans to the extent
      applicable, as set forth in the related Confirmation under the same or similar
      headings) for the applicable Class of such Mortgage Asset and, as applicable,
      the applicable Type of Underlying Mortgaged Property; provided , however ,
      the
      Minimum DSCR shall take into account any senior or *pari
      passu*  debt
      or
      other obligations ,
      including debt or other obligations secured
      directly or indirectly by the applicable Underlying Mortgaged
      Property.





“ Moody’s ”:
      Moody’s Investors Services, Inc., and any successor thereto.





“ Mortgage ”:
      Each
      mortgage, assignment of rents, security agreement and fixture filing, or deed
      of
      trust, assignment of rents, security agreement and fixture filing, or similar
      instrument creating and evidencing a Lien on real property, fixtures and other
      property and rights incidental thereto.





“ Mortgage
      Asset ”:
      A
      Whole Loan, a Junior Interest, a Mezzanine Loan, a Bridge Loan, a CMBS Security,
      a CTL Loan, a Subordinate CTL Loan, Senior Secured Bank Debt or a Preferred
      Equity Interest, (i) the Underlying Mortgaged Property for which is
      included in the categories for Types of Mortgage Assets, (ii) that is
      listed on a Confirmation and (iii) for which the Custodian has been
      instructed by a Seller to hold the related Mortgage Asset File for the Deal
      Agent as agent for the Secured Parties pursuant to the Custodial Agreement; provided , however ,
      Mortgage Assets shall not include any Retained Interest (if any) (unless
      approved by the Deal Agent in its discretion).




20





“ Mortgage
      Asset File ”:
      Defined in the Custodial Agreement.





“ Mortgage
      Asset File Checklist ”:
      Defined in the Custodial Agreement.





“ Mortgage
      Loan Documents ”:
      Defined in the Custodial Agreement.





“ Mortgage
      Note ”:
      The
      original executed promissory note or other evidence of the Indebtedness of
      a
      Borrower with respect to a Mortgage Asset.





“ Mortgaged
      Property ”:
      The
      Commercial Real Estate (including all improvements, buildings, fixtures,
      building equipment and personal property thereon and all additions, alterations
      and replacements made at any time with respect to the foregoing and any Credit
      Tenant Lease to which such real property is subject) and all other collateral
      securing repayment of the related debt evidenced by a Mortgage Note, a Junior
      Interest Document or other note, certificate or debt instrument.





“ Net
      Cash Flow ”:
      With
      respect to any Underlying Mortgaged Property, for any period, the net income
      (or
      deficit) attributable to such Underlying Mortgaged Property for such period,
      determined in accordance with GAAP (and if such Property is subject to a Credit
      Tenant Lease, the net rents paid during such period under such lease), less the
      amount of all (a) capital expenditures incurred, (b) reserves
      established, (c) leasing commissions paid (other than commissions paid from
      reserves held under the Mortgage Loan Documents) and (d) tenant
      improvements paid during such period (other than tenant improvements paid from
      reserves held under the Mortgage Loan Documents) in each case attributable
      to
      such Underlying Mortgaged Property, plus all
      non-cash charges deducted in the calculation of such net income.





“ Net
      Income ”:
      With
      respect to any Person and its Consolidated Subsidiaries for any period, the
      net
      income of such Person and its Consolidated Subsidiaries determined on a
      consolidated basis for such period as determined in accordance with
      GAAP.





“ Net
      Swap Payments ”:
      With
      respect to each Payment Date, the excess, if any, of (a) the monthly
      payments by the Seller to the Swap Counterparty under the Swap Documents and
      any
      interest accrued thereon over (b) the monthly payments by the Swap Counterparty to the Seller under the
      Swap Documents and any interest accrued thereon.





“ Net
      Swap Receipts ”:
      With
      respect to each Payment Date, the excess, if any, of (a) the monthly payments
      by
      the Swap Counterparty to the Seller under the Swap Documents and any interest
      accrued thereon over (b) the
      monthly payments by the Seller to the Swap Counterparty under the Swap Documents
      and any interest accrued thereon.





“ Non-Recourse
      Indebtedness ”:
      Means,
      with respect to any Person, Indebtedness for borrowed money in respect of which
      recourse for payment (except for customary exceptions for fraud, misapplication
      of funds, environmental indemnities, and other similar exceptions to
      non-recourse provisions (but not exceptions relating to bankruptcy, insolvency,
      receivership or other similar events)) is contractually limited to specific
      assets of such Person encumbered by a Lien securing such
      Indebtedness.





“ Non-Table
      Funded Purchased Asset ”:
      A
      Purchased Asset that is not a Table Funded Purchased Asset.





“ Non-Wachovia
      Assets ”:
      Any
      Mortgage Asset issued or extended by a Person other than Wachovia Corporation
      or
      an Affiliate of Wachovia Corporation.




21





“ NorthStar ”:
      Defined in the Preamble of this
      Agreement.





“ Note
      Purchase Agreement ”:
      The
      Note Purchase Agreement, dated as of March 29, 2007, between NRF-Reindeer
      Ltd., a Cayman Islands exempted limited liability company, and Wachovia Bank,
      N.A. (London Branch), as amended, modified, restated, replaced, waived,
      substituted, supplemented or extended from time to time, together with all
      other
      documents executed in connection therewith, as the same are amended modified,
      restated, replaced, waived, substituted, supplemented or extended from time
      to
      time.





“ Obligations ”:
      Defined in Subsection 8.1(b) of this
      Agreement.





“ OFAC ”:
      The
      U.S. Department of the Treasury’s Office of Foreign Assets Control.





“ OFAC
      Regulations ”:
      The
      regulations promulgated by OFAC, as amended from time to time.





“ Off-Balance
      Sheet Assets ”:
      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 Obligations ”:
      With
      respect to any Person and its Consolidated Subsidiaries determined on a
      consolidated basis as of any date of determination thereof, without duplication
      and to the extent not included as a liability on the consolidated balance sheet
      of such Person and its Consolidated Subsidiaries in accordance with GAAP:
      (a) the monetary obligations under any financing lease or so-called
“synthetic,” tax retention or off-balance sheet lease transaction which, upon
      the application of any Insolvency Laws to such Person or any of its Consolidated
      Subsidiaries, would be characterized as indebtedness; (b) the monetary
      obligations under any sale and leaseback transaction which does not create
      a
      liability on the consolidated balance sheet of such Person and its Consolidated
      Subsidiaries; or (c) any other monetary obligation arising with respect to
      any other transaction which (i) is characterized as indebtedness for tax
      purposes but not for accounting purposes in accordance with GAAP or (ii) is
      the functional equivalent of or takes the place of borrowing but which does
      not
      constitute a liability on the consolidated balance sheet of such Person and
      its
      Consolidated Subsidiaries (for purposes of this clause (c) ,
      any
      transaction structured to provide tax deductibility as interest expense of
      any
      dividend, coupon or other periodic payment will be deemed to be the functional
      equivalent of a borrowing).





“ 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.





“ Officer’s
      Certificate ”:
      A
      certificate signed by a Responsible Officer of the Seller, the Guarantor or
      the
      Pledgor, as applicable.




22





“ Operating
      Company ”:
      An
“operating company” within the meaning of 29 C.F.R. 2510.3-101(c) of the
      regulations of the U.S. Department of Labor.





“ Opinion
      of Counsel ”:
      A
      written opinion of counsel, which opinion and counsel are acceptable to the
      Deal
      Agent in its reasonable discretion.





“ Originator ”:
      With
      respect to each Mortgage Asset, the Person who originated such Mortgage
      Asset.





“ Other
      Costs ”:
      Defined in Subsection 13.8(c) of this
      Agreement.





“ Other
      Credit Facilities ”:
      Any
      warehouse, repurchase, loan or credit facility provided by a national banking
      association or any syndicate thereof (or any other financial institution
      approved by the Purchaser in its reasonable discretion) to a Guarantor or any
      Affiliate or Subsidiary of a Guarantor (including the Unsecured Credit
      Facility).





“ Participation
      Agreement ”: With
      respect to any Junior Interest, any executed participation agreement,
      sub-participation agreement or similar agreement under which the Junior Interest
      is created, evidenced, issued and/or guaranteed.





“ Participation
      Certificate ”: With
      respect to any Junior Interest, an executed certificate, note, instrument or
      other document representing the participation interest or sub-participation
      interest granted under a Participation Agreement.





“ paying
      Seller ”:
      Defined in Subsection 13.24(b) .





“ Payment
      Date ”:
      The
      1 st day of
      each calendar month, or, if such day is not a Business Day (i) if the next
      Business Day occurs during the succeeding month, the previous Business Day
      and
      (ii) if the next Business Day does not occur during the succeeding month,
      the next succeeding Business Day.





“ Periodic
      Advance Repurchase Payment ”:
      Defined in Subsection 2.5(a) of this
      Agreement.





“ Permitted
      Indebtedness ”:
      With
      respect to Preferred Equity Interests, Indebtedness that is permitted under
      the
      related Mortgage Loan Documents and disclosed in writing to the Deal Agent
      in a
      Transaction Request and a Confirmation.





“ Permitted
      Investments ”:
      Investments of any one or more of the following types: (a) marketable
      obligations of the United States, the full and timely payment of which are
      backed by the full faith and credit of the United States of America and that
      have a maturity of not more than 270 days from the date of acquisition;
      (b) marketable obligations, the full and timely payment of which are
      directly and fully guaranteed by the full faith and credit of the United States
      and that have a maturity of not more than 270 days from the date of acquisition;
      (c) bankers’ acceptances and certificates of deposit and other
      interest-bearing obligations (in each case having a maturity of not more than
      270 days from the date of acquisition) denominated in Dollars and issued by
      any
      bank with capital, surplus and undivided profits aggregating at least
      $100,000,000, the short-term obligations of which are rated of least A-1 by
      S&P and P-1 by Moody’s; (d) repurchase obligations with a term of not
      more than ten (10) days for underlying securities of the types described in clauses (a) , (b) and (c) above
      entered into with any bank of the type described in clause (c) above;
      (e) commercial paper rated at least A-1 by S&P and P-1 by Moody’s;
      (f) demand deposits, time deposits or certificates of deposit (having
      original maturities of no more than 365 days) of depository institutions or
      trust companies incorporated under the laws of the United States of America
      or
      any state thereof (or domestic branches of any foreign bank) and subject to
      supervision and examination by federal or state banking or depository
      institution authorities; provided , however ,
      that at
      the time such investment, or the commitment to make such investment, is entered
      into, the short-term debt rating of such depository institution or trust company
      shall be at least A-1 by S&P and P-1 by Moody’s; and (g) money market
      mutual funds possessing the highest available rating from S&P and
      Moody’s.




23





“ Permitted
      Liens ”:
      Any of
      the following as to which no enforcement, collection, execution, levy or
      foreclosure proceeding shall have been commenced or threatened: (a) Liens
      for federal, state, municipal or other local or other Governmental Authority
      taxes if such taxes shall not at the time be due and payable, (b) Liens
      imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and
      repairmen’s Liens and other similar Liens, arising in the ordinary course of
      business securing obligations that are not overdue for a period of more than
      thirty (30) days, and (c) Liens granted pursuant to or by the
      Repurchase Documents.





“ Person ”:
      An
      individual, partnership, corporation (including a business trust), limited
      liability company, joint stock company, trust, unincorporated association,
      sole
      proprietorship, joint venture, government (or any agency or political
      subdivision thereof) or other entity.





“ Plan ”:
      Any
      plan, including single employer and multi-employer plans, to which section
      4021(a) of ERISA applies or any retirement medical plan, each as established
      or
      maintained for employees of the Seller, the Guarantor or any ERISA Affiliate
      of
      the Seller or the Guarantor to which Section 4021(a) of ERISA
      applies.





“ Plan
      Asset Regulations ”:
      29
      C.F.R. 2510.3-101, et. seq.





“ Plan
      Assets ”:
“Plan
      assets” within the meaning of the Plan Asset Regulations.





“ Pledge
      and Security Agreement ”:
      The
      Pledge and Security Agreement, dated as of even date herewith, between the
      Deal
      Agent, the Purchaser and NRFC Sub-REIT Corp., a Maryland corporation, as such
      agreement is amended, modified, restated, replaced, waived, substituted,
      supplemented or extended from time to time.





“ Pledged
      Collateral ”:
      Defined in the Pledge and Security Agreement.





“ Pledged
      Preferred Equity Collateral ”:
      Defined in the Preferred Equity Pledge and Security Agreement.





“ Pledgor ”:
      NRFC
      Sub-REIT Corp., a Maryland corporation, as the Pledgor under the Pledge and
      Security Agreement, together with its successors and permitted
      assigns.





“ Pooling
      and Servicing Agreements ”:
      Any
      and all pooling and servicing agreements, trust agreements or indentures
      governing servicing and other matters entered into in connection with a
      (i) CMBS Security or (ii) a securitization of a senior interest in a
      Mortgage Asset, where such securitization transaction is rated by one (1)
      or more Rating Agencies.





“ Post-Default
      Rate ”:
      In
      respect of any day a Transaction is outstanding or any other amount under this
      Agreement or any other Repurchase Document is not paid when due to the Deal
      Agent, the Purchaser, any Secured Party or any Affected Party at the stated
      Repurchase Date or otherwise when due, a rate per annum determined on a 360
      day
      per year basis during the period from and including the due date to but
      excluding the date on which such amount is paid in full equal to the applicable
      Rate plus 500 basis points.





“ Preferred
      Dividends ”:
      Means,
      for any period and without duplication, all Restricted Payments paid or required
      to be paid during such period on Preferred Securities issued by NorthStar or
      any
      Consolidated Subsidiary. Preferred Dividends shall not include dividends or
      distributions (a) paid or payable solely in Equity Interests (other than
      Mandatory Redeemable Stock) payable to holders of such class of Equity
      Interests; (b) paid or payable to NorthStar or any Consolidated Subsidiary;
      or (c) constituting or resulting in the redemption of Preferred Securities,
      other than scheduled redemptions not constituting balloon, bullet or similar
      redemptions in full.




24





“ Preferred
      Equity Grantor ”:
      The
      entity in which a Preferred Equity Interest represents an investment.





“ Preferred
      Equity Interest ”:
      The
      entire Equity Interest representing the preferred equity interest in an entity
      that owns directly or indirectly Commercial Real Estate, including, but not
      limited to, all equity interests representing a dividend on any of the Equity
      Interest of the Preferred Equity Grantor or representing a distribution or
      return of capital upon or in respect of the Equity Interest of the Preferred
      Equity Grantor, in each case as it relates to a Preferred Equity Interest; provided , however ,
      (i) such Preferred Equity Interest must contain a synthetic maturity
      feature acceptable to the Deal Agent in its discretion, (ii) the
      Purchaser’s funding of the Preferred Equity Interest is subject to regulatory
      and compliance criteria, (iii) the Deal Agent reserves the right in its
      reasonable discretion to require that each Preferred Equity Interest be acquired
      by and transferred to the Purchaser or its designee by a special purpose entity
      as a co-Seller under the Agreement and for the co-Seller to execute the Deal
      Agent’s then current form of joinder agreement as a condition to the purchase of
      the Preferred Equity Interest and (iv) the Preferred Equity Interest is
      structured so as to avoid consolidation of the Preferred Equity Interest and
      the
      other equity interests in the Preferred Equity Grantor, as required by customary
      legal and GAAP accounting requirements applicable to the Seller and the Deal
      Agent. All references to, and calculations required to be made in respect of,
      any principal and/or interest associated with any Preferred Equity Interest
      shall be deemed to refer to the face amount of such Preferred Equity Interest
      and the preferred return or yield (however such terms are denominated, as set
      forth in the related Mortgage Loan Documents), whether payable or
      accrued.





“ Preferred
      Equity Interest Documents ”:
      The
      related Authority Documents of the Preferred Equity Grantor together with any
      certificate, instrument or other tangible evidence of the Equity Interest in
      the
      Preferred Equity Grantor.





“ Preferred
      Equity Pledge and Security Agreement ”:
      The
      Preferred Equity Interest Pledge and Security Agreement, dated as of even date
      herewith, between the Seller, the Purchaser and Deal Agent relating to the
      Preferred Equity Interests, as such agreement is amended, modified, waived,
      supplemented, extended, restated or replaced from time to time.





“ Preferred
      Securities ”:
      Means,
      with respect to any Person, Equity Interest in such Person that are entitled
      to
      preference or priority over any other Equity Interest in such Person in respect
      of the payment (or accrual) of dividends or distribution of assets upon
      liquidation, or both.





“ Price
      Differential ”:
      For
      each Accrual Period or portion thereof and each Transaction outstanding, the
      sum
      of the products (for each day during such Accrual Period or portion thereof)
      of:





PR
                x PP x
            1Dwhere:PR
            =
            the
                Pricing Rate applicable on such day;PP
            =
            the
                Purchase Price for such Transaction on such day; andD
            =
            360
                or, to the extent the Rate is based on the Base Rate, 365 or 366
                days, as
                applicable;




25




provided , however ,
      that
      (i) no provision of this Agreement shall require the payment or permit the
      collection of any Price Differential in excess of the maximum permitted by
      Applicable Law and (ii) the Price Differential shall not be considered paid
      by any distribution if at any time such distribution is rescinded or must
      otherwise be returned for any reason.





“ Pricing
      Rate ”:
      With
      respect to each Transaction, at any date of determination, a rate per annum
      equal to the sum of (a) the applicable Rate on such date plus (b) the applicable Pricing Spread for such Eligible Asset on such date, as
      such Pricing Spreads are set forth in the Fee Letter (or, if not set forth
      therein in the case of the Preferred Equity Interests and Construction Loans,
      as
      set forth in the related Confirmation).





“ Pricing
      Spread ”:
      Subject to the Refinance Option, the financing spreads set forth on Schedule 1 to the
      Fee Letter (or, in the case of the Preferred Equity Interests and Construction
      Loans, as set forth in the related Confirmation) corresponding to the Classes
      and, as applicable, Types of Mortgage Assets set forth therein; provided , however ,
      from
      and after an Event of Default, the Pricing Spread for each Transaction shall
      automatically be increased by an additional 500 basis points above and
      beyond the applicable Pricing Spread set forth in the Fee Letter (or, in the
      case of the Preferred Equity Interests and Construction Loans, as set forth
      in
      the Confirmation).





“ Prime
      Rate ”:
      The
      rate announced by Wachovia from time to time as its prime rate in the United
      States, such rate to change as and when such designated rate changes.
      The ** Prime
      Rate is not intended to be the lowest rate of interest charged by Wachovia
      in
      connection with extensions of credit to debtors.





“ Prohibited
      Person ”:
      Means
      (i) a Person that is listed in the annex to, or is otherwise subject to the
      provisions of, Executive Order No. 13224, (ii) a Person owned or controlled
      by, or acting for or on behalf of, any Person that is listed in the annex to,
      or
      is otherwise subject to the provisions of, Executive Order No. 13224,
      (iii) a Person with whom the Seller, the Guarantor and/or the Pledgor is
      prohibited from dealing or otherwise engaging in any transaction by any
      Anti-Terrorism Law, (iv) a Person who commits, threatens or conspires to
      commit or supports “terrorism” as defined in Executive Order No. 13224,
      (v) an agency of the government of, an organization directly or indirectly
      controlled by, or a Person resident in, a country that is subject to a sanctions
      program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html ,
      or as
      otherwise published from time to time, as such program may be applicable to
      such
      agency, organization or person, (vi) a Person that is named as a “specially
      designated national or blocked person” on the most current list maintained or
      published by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sdn.index.html or at
      any replacement website or in any other official publication of such list,
      and
      (vii) a Person who is affiliated with a Person described in clauses (i) - (vi) above.





“ Property ”:
      Any
      right or interest in or to property of any kind whatsoever, whether real,
      personal or mixed, and whether tangible or intangible.





“ PSA
      Servicer ”:
      A
      third party servicer (other than the Seller, the Guarantor or any Affiliates
      of
      the foregoing) servicing all or a portion of the Purchased Assets under a
      Pooling and Servicing Agreement.





“ Purchase
      Agreement ”:
      Any
      purchase agreement by and between the Seller and any third party, including,
      without limitation, any Affiliate of the Seller, pursuant to which the Seller
      has purchased Mortgage Assets subsequently sold to the Purchaser or its designee
      hereunder.





“ Purchase
      Date ”:
      The
      date on which Eligible Assets are transferred by the Seller to the Purchaser
      or
      its designee (including, without limitation, any First Refinance Purchase Date
      or Second Refinance Purchase Date), or, as applicable, the date on which
      additional advances (if any) are made to the Seller in connection with an
      existing Purchased Asset in accordance with Subsection 2.2(j) of this
      Agreement.




26





“ Purchase
      Price ”:
      On
      each Purchase Date, the price at which Purchased Assets are transferred by
      the
      Seller to the Purchaser or its designee, which amount shall be equal (unless
      the
      Seller requests a lesser amount) to the Asset Value for each such Eligible
      Asset
      on the Purchase Date, (i) decreased by the
      amount of any cash transferred by the Seller to the Deal Agent as agent for
      the
      Secured Parties pursuant to Section 2.3 or 2.7 of this
      Agreement or applied to reduce the Seller’s obligations in respect of principal
      under Section 2.8 hereof,
      or otherwise in accordance with, this Agreement and (ii) increased by the
      amount of any additional advances (if any) under Article
      II of the
      Agreement.





“ Purchased
      Asset Data Summary ”:
      Defined in Subsection 5.1(q)(iii) of this
      Agreement.





“ Purchased
      Assets ”:
      The
      Eligible Assets transferred by the Seller to the Purchaser or its designee
      pursuant to a Transaction in accordance with the terms of this Agreement,
      including Additional Purchased Assets.





“ Purchased
      Items ”:
      Defined in Subsection 8.1(a) of this
      Agreement.





“ Purchaser ”:
      Individually or collectively as the context requires, VFCC, the Swingline
      Purchaser, the Deal Agent and the successors and assigns of the foregoing.
      The
      only designee of the Purchaser hereunder or under the other Repurchase Documents
      shall be the Deal Agent and the Deal Agent shall be required to reconvey
      Purchased Assets to the Seller on the same terms and conditions as the
      Purchaser.





“ Rate ”:
      For
      any Accrual Period and for each Transaction outstanding and for each day during
      such Accrual Period:





( a )  to
      the
      extent the Purchaser has funded the applicable Transaction through the issuance
      of commercial paper, a rate equal to the applicable CP Rate; or





( b )  to
      the
      extent the Purchaser did not fund the applicable Transaction through the
      issuance of commercial paper, a rate equal to the Alternative Rate;





provided , however ,
      the
      Rate shall be the Base Rate for any Accrual Period and for any Transaction
      as to
      which VFCC has funded the making or maintenance thereof by a sale of an interest
      therein to any Liquidity Bank under the Liquidity Agreement on any day other
      than the first (1st) day of such Accrual Period and without giving such
      Liquidity Bank(s) at least two (2) Business Days’ prior notice of such
      assignment.





“ Rating
      Agency ”:
      Each
      of S&P, Moody’s, Fitch and any other nationally recognized statistical
      rating agency that has been requested to issue a rating with respect to the
      commercial paper notes issued by the Issuer in connection with the matter at
      issue, including successors of the foregoing.





“ Ratings
      Confirmation ”:
      With
      respect to VFCC and any other Purchaser that is a commercial paper conduit,
      a
      confirmation by each of the Rating Agencies that a proposed amendment, waiver
      or
      other modification shall not result in a downgrade or withdrawal of such Rating
      Agencies’ then current rating of the Commercial Paper Notes.




27





“ Refinance
      Option ”:
      Subject to the other provisions of this Agreement, the Seller shall repurchase
      each Purchased Asset no later than 364 calendar days from the related Purchase
      Date; provided , however ,
      (i) with respect to any Purchased Asset purchased during the first or
      second year of the Facility and which is still outstanding under the Facility
      at
      the end of the applicable 364 calendar day period, upon the written request
      of
      the Seller delivered to the Deal Agent at anytime but no later than
      ten (10) Business Days prior to the applicable Repurchase Date, the Deal
      Agent agrees, concurrently with the Seller’s repurchase of any such Purchased
      Asset, to enter into a new Transaction to purchase any such Purchased Asset
      for
      an additional 364 calendar day period pursuant to a Transaction documented
      as a
      repurchase by the Seller and a purchase by the Purchaser, respectively, in
      book
      entry form (the date of such purchase under clause
      (i) of this
      definition of Refinance Option being referred to herein as the “ First
      Refinance Purchase Date ”), provided , that ,
      in
      connection with and as a condition to any such new purchase, (1) at the
      time of such request by the Seller and up to the time of such purchase, the
      following shall be true and the Seller shall provide the Deal Agent with a
      written certification that: (A) no Event of Default has occurred and is
      continuing, (B) the related Purchased Asset is not a Delinquent Mortgage
      Asset or Defaulted Mortgage Asset, (C) the related Purchased Asset, the
      related Underlying Mortgaged Property and/or the value or Market Value of any
      of
      the foregoing has not deteriorated materially (as determined by the Deal Agent
      in its discretion) from the original Purchase Date, (D) the related Purchased
      Asset, the Underlying Mortgaged Property and any applicable development plan
      are
      performing as expected at the Purchase Date, including, but not limited to,
      with respect to such matters as construction progress, re-leasing, zoning,
      reserve balances and servicing, as determined by the Deal Agent in its
      discretion, (E) no Margin Deficit exists, (F) the outstanding
      principal amount of the Purchased Asset (including amounts not advanced against
      by the Purchaser) does not exceed $50,000,000 and (G) the Purchased Asset
      and/or the related Underlying Mortgaged Property do not involve condominiums
      (or
      condominium conversions), Construction Loans or land loans, (2) the
      new Repurchase Date is not later than the Facility Maturity Date (not including
      any extensions thereof under Subsection 2.4(a) of this
      Agreement), (3) notwithstanding anything contained in the Repurchase
      Documents to the contrary, the Advance Rate for the Purchased Asset shall
      initially be the lesser of 80% and the Advance Rate otherwise applicable to
      such
      Purchased Asset, but such Advance Rate shall automatically decrease by 5% every
      six (6) months after the First Refinance Purchase Date and the Seller shall,
      after each such decrease in the Advance Rate, make principal payments to the
      Deal Agent in an amount necessary so that the Purchase Price outstanding for
      the
      related Purchased Asset is equal to or less than the Purchase Price based on
      the
      reduced Advance Rate and, in connection with such principal payments, pay any
      Price Differential due thereon and any Breakage Costs payable in connection
      therewith, (4) notwithstanding anything contained in the Repurchase
      Documents to the contrary, the applicable Pricing Spread for the Purchased
      Asset
      shall initially be the Pricing Spread then in effect for such Purchased Asset,
      but such Pricing Spread shall automatically increase an additional ten (10)
      basis points (above and beyond the Pricing Spread otherwise applicable to such
      Purchased Asset) every three (3) months after the First Refinance Purchase
      Date,
      and (5) the Deal Agent and the Seller execute a new Confirmation with
      respect to such Purchased Asset reflecting the new Repurchase Date (which shall
      be no later than 364 calendar days after such First Refinance Purchase Date)
      and
      any additional terms as the Deal Agent may require in its discretion and
      (ii) the Seller shall thereafter repurchase each Purchased Asset that was
      purchased by the Purchaser in accordance with clause (i) of this
      definition of Refinance Option no later than 364 calendar days from the
      Repurchase Date; provided , further , however ,
      (x) with respect to any Purchased Asset purchased during the first year of
      the Facility and subsequently repurchased by the Seller and purchased by the
      Purchaser in accordance with clause (i) of this
      definition of Refinance Option and which are still outstanding under the
      Facility as of the Repurchase Date, upon the written request of the Seller
      delivered to the Deal Agent at anytime but no later than ten (10) Business
      Days prior to the applicable Repurchase Date, the Deal Agent agrees,
      concurrently with the Seller’s repurchase of any such Purchased Asset, to enter
      into a new Transaction to purchase any such Purchased Asset for an additional
      364 calendar day period pursuant to a Transaction documented as a repurchase
      by
      the Seller and a purchase by the Purchaser, respectively, in book entry form
      (the date of such purchase under clause
      (x) of this
      definition of Refinance Option being referred to herein as the “ Second
      Refinance Purchase Date ”), provided , that ,
      in
      connection with and as a condition to any such new purchase, (1) at the
      time of such request by the Seller and up to the time of such purchase, the
      following shall be true and the Seller shall provide the Deal Agent with a
      written certification that: (A) no Event of Default has occurred and is
      continuing, (B) the related Purchased Asset is not a Delinquent Mortgage
      Asset or Defaulted Mortgage Asset, (C) the related Purchased Asset, the
      related Underlying Mortgaged Property and/or the value or Market Value of any
      of
      the foregoing has not deteriorated materially (as determined by the Deal Agent
      in its discretion) from the First Refinance Purchase Date in accordance with clause (i) of this
      definition of Refinance Option, (D) the related Purchased Asset, the Underlying
      Mortgaged Property and any applicable development plan are performing as
      expected at the Purchase Date, including, but not limited to, with
      respect to such matters as construction progress, re-leasing, zoning,
      reserve balances and servicing, as determined by the Deal Agent in its
      discretion, (E) no Margin Deficit exists, (F) the outstanding
      principal amount of the Purchased Asset (including amounts not advanced against
      by the Purchaser) does not exceed $50,000,000 and (G) the Purchased Asset
      and/or the related Underlying Mortgaged Property do not involve condominiums
      (or
      condominium conversions), Construction Loans or land loans, (2) the new
      Repurchase Date is not later than the Facility Maturity Date (not including
      any
      extensions thereof under Subsection 2.4(a) of this
      Agreement), (3) notwithstanding anything contained in the Repurchase
      Documents to the contrary, the Advance Rate for the Purchased Asset shall
      initially be the Advance Rate in effect prior to the Second Refinance Purchase
      Date (as determined under clause
      (i)(3) of this
      definition of Refinance Option), but such Advance Rate shall automatically
      decrease by 5% every six (6) months after the Second Refinance Purchase Date
      and
      the Seller shall, after each such decrease in the Advance Rate, make principal
      payments to the Deal Agent in an amount necessary so that the Purchase Price
      outstanding for the related Purchased Asset is equal to or less than the
      Purchase Price based on the reduced Advance Rate and, in connection with such
      principal payments, pay any Price Differential due thereon and any Breakage
      Costs payable in connection therewith, (4) notwithstanding anything
      contained in the Repurchase Documents to the contrary, the applicable Pricing
      Spread for the Purchased Asset shall initially be the Pricing Spread in effect
      prior to the Second Refinance Purchase Date (as determined under clause
      (i)(4) of this
      definition of Refinance Option), but automatically increase an additional ten
      (10) basis points (above and beyond the Pricing Spread otherwise applicable
      to
      such Purchased Asset) every three (3) months after the Second Refinance Purchase
      Date, and (5) the Deal Agent and the Seller execute a new Confirmation with
      respect to such Purchased Asset reflecting the new Repurchase Date (which shall
      be no later than 364 calendar days after such Second Refinance Purchase Date)
      and any additional terms as the Deal Agent may require in its discretion and
      (y) the Seller shall repurchase each Purchased Asset that was purchased by
      the Purchaser in accordance with clause (x) of this
      definition of Refinance Option no later than 364 calendar days from the
      Repurchase Date.  For the avoidance of doubt, in no event may any
      Repurchase Date extended under this definition of Refinance Option or otherwise
      under this Agreement be later than the Facility Maturity Date (not including
      any
      extensions thereof under Subsection 2.4(a) of this
      Agreement).




28





“ Regulations
      T, U and X ”:
      Regulations T, U and X of the Board of Governors of the Federal Reserve System
      (or any successor), as the same may be amended from time to time.





“ REIT ”:
      A
      Person qualifying for treatment as a “real estate investment trust” under the
      Code.





“ Related
      Party Loan ”:
      Any
      loan, Indebtedness or preferred equity investment identified or presented as
      a
      related party loan in such Person’s and its Consolidated Subsidiaries’
consolidated financial statements or in the notes to the consolidated financial
      statements, in accordance with GAAP; provided , however ,
      the
      term Related Party Loan shall not include negotiated, arms-length, market
      standard loan transactions with third parties.





“ Release ”:
      Any
      generation, treatment, use, storage, transportation, manufacture, refinement,
      handling, production, removal, remediation, disposal, presence or migration
      of
      Materials of Environmental Concern on, about, under or within all or any portion
      of any Property or Underlying Mortgaged Property.




29





“ Remedial
      Work ”:
      Any
      investigation, inspection, site monitoring, containment, clean-up, removal,
      response, corrective action, mitigation, restoration or other remedial work
      of
      any kind or nature because of, or in connection with, the current or future
      presence, suspected presence, Release or threatened Release in or about the
      air,
      soil, ground water, surface water or soil vapor at, on, about, under or within
      all or any portion of any Property or Underlying Mortgaged Property of any
      Materials of Environmental Concern, including any action to comply with any
      applicable Environmental Laws or directives of any Governmental Authority with
      regard to any Environmental Laws.





“ REMIC ”:
      A real
      estate mortgage investment conduit.





“ REO
      Property ”:
      Real
      property acquired by the Seller, including a Mortgaged Property, acquired
      through foreclosure of a Mortgage Asset or by deed in lieu of such
      foreclosure.





“ Reportable
      Event ”:
      Any of
      the events set forth in Section 4043(c) of ERISA or a successor provision
      thereof, other than those events as to which the notice requirement has been
      waived by regulation.





“ Repurchase
      Date ”:
      The
      earliest of (i) the Facility Maturity Date, (ii) the date that is 364
      days from the Purchase Date, subject to the Refinance Option or (iii) the
      Business Day on which any Seller is to repurchase the Purchased Assets from
      the
      Purchaser or its designee (a) as specified by any Seller and agreed to by
      the Deal Agent in the related Confirmation or (b) if a Transaction is
      terminable by any Seller on demand, the date determined in accordance with Subsection 2.2(i) of
      this
      Agreement, as such dates in clauses (i) , (ii) and (iii) above
      may be modified by application of the provisions of Articles II or X of this
      Agreement.





“ Repurchase
      Documents ”:
      This
      Agreement, the Custodial Agreement, the Pledge and Security Agreement, the
      Account Agreement, the Security Account Control Agreement, the Fee Letter,
      the
      Guaranty, the Assignments, the Confirmations, the Custodial Fee Letter, all
      UCC
      financing statements (and amendments thereto) filed pursuant to the terms of
      this Agreement or any other Repurchase Document, the Preferred Equity Pledge
      and
      Security Agreement, any joinder agreement executed by a Seller and any
      additional document, certificate or agreement, the execution of which is
      necessary or incidental to or desirable for performing or carrying out the
      terms
      of the foregoing documents, as each of the foregoing documents is amended,
      modified, restated, replaced, waived, substituted, supplemented or extended
      from
      time to time.





“ Repurchase
      Obligations ”:
      Defined in Subsection 8.1(b) of this
      Agreement.





“ Repurchase
      Price ”:
      The
      price at which Purchased Assets are to be transferred from the Purchaser or
      its
      designee (including the Custodian) to the Seller upon termination of a
      Transaction, which will be determined in each case (including Transactions
      terminable upon demand) as the sum of the Purchase Price, the accrued and unpaid
      Price Differential applicable to each such Transaction as of the date of such
      determination plus any related Breakage Costs and other amounts owed with
      respect thereto.





“ Responsible
      Officer ”:
      With
      respect to any Person, any duly authorized officer of such Person with direct
      responsibility for the administration of the Repurchase Documents and also,
      with
      respect to a particular matter, any other duly authorized officer to whom such
      matter is referred because of such officer’s knowledge of and familiarity with
      the particular subject.





“ Restricted
      Payment ”:
      Means
      (a) any dividend or other distribution, direct or indirect, on account of
      any Equity Interest of NorthStar or any Consolidated Subsidiary now or hereafter
      outstanding, except a dividend payable solely in Equity Interests of identical
      class to the holders of that class; (b) any redemption, conversion,
      exchange, retirement, sinking fund or similar payment, purchase or other
      acquisition for value, direct or indirect, of any Equity Interest of NorthStar
      or any Consolidated Subsidiary now or hereafter outstanding; and (c) any
      payment made to retire, or to obtain the surrender of, any outstanding warrants,
      options or other rights to acquire any Equity Interest of NorthStar or any
      Consolidated Subsidiary now or hereafter outstanding.




30





“ Retained
      Interest ”:
      (a) With respect to any Mortgage Asset with an unfunded commitment on the
      part of the Seller, all of the obligations, if any, to provide additional
      funding, contributions, payments or credits with respect to such Mortgage Asset,
      (b) all duties, obligations and liabilities of the Seller under any
      Mortgage Asset or any related Interest Rate Protection Agreement, including
      but
      not limited to any payment or indemnity obligations, and, (c) with respect
      to any Mortgage Asset that is transferred by the Seller to the Purchaser or
      its
      designee, (i) all of the obligations, if any, of the agent(s), trustee(s),
      servicer(s) or other similar persons under the documentation evidencing such
      Mortgage Asset and (ii) the applicable portion of the interests, rights and
      obligations under the documentation evidencing such Mortgage Asset that relate
      to such portion(s) of the Indebtedness that is owned by another lender or is
      being retained by the Seller pursuant to clause (a) of this
      definition.





“ S&P ”:
      Standard & Poor’s, a division of The McGraw Hill Companies, Inc., and any
      successor thereto.





“ Secured
      Parties ”:
      (i) VFCC, (ii) the Swingline Purchaser, (iii) all other
      Purchasers, (iv) the Deal Agent, (v) the Liquidity Banks,
      (vi) the Liquidity Agent, (vii) the Swap Counterparty, and
      (viii) successors and assigns of any of the foregoing.





“ Securities
      Account ”:
      The
      securities account set forth on Schedule 2 established in the name of the Seller into which all CMBS Securities that are
      Purchased Assets and other Purchased Items related thereto shall be deposited
      (except those CMBS Securities that are certificated securities within the
      meaning of Article 8 of the UCC), which Securities Account shall be subject
      to the Securities Account Control Agreement. Any Income on deposit or credited
      to the Securities Account shall be transferred by the Deal Agent from the
      Securities Account to the Collection Account on or prior to each Payment
      Date.





“ Securities
      Account Control Agreement ”:
      A
      letter agreement, dated as of even date herewith, among the Seller, the Deal
      Agent, the Purchaser and Wachovia in the form of Exhibit VI attached
      hereto.





“ Security
      Agreement ”:
      With
      respect to any Mortgage Asset, any contract, instrument or other document
      related to security for repayment thereof (other than the related Mortgage,
      Mortgage Note, Mezzanine Note or any other note, certificate or instrument)
      executed by the Borrower and/or others in connection with such Mortgage Asset,
      including, without limitation, any security agreement, UCC financing statement,
      Liens, warranties, guaranty, title insurance policy, hazard insurance policy,
      chattel mortgage, letter of credit, accounts, bank accounts or certificates
      of
      deposit or other pledged accounts, and any other documents and records relating
      to any of the foregoing.





“ Seller” :
      Individually and collectively as the context requires, NRFC WA Holdings, LLC,
      a
      Delaware limited liability company, NRFC WA Holdings II, LLC, a Delaware
      limited liability company, NRFC WA Holdings VII, LLC, a Delaware limited
      liability company, NRFC WA Holdings X, LLC, a Delaware limited liability
      company, NRFC WA Holdings XI, LLC, a Delaware limited liability company,
      NRFC WA Holdings XII, LLC, a Delaware limited liability company, and any
      other Person that becomes a party to the Repurchase Documents as a Seller,
      in
      each such case, together with their successors and permitted assigns. Each
      Seller shall be jointly and severally liable under the Repurchase
      Documents.





“ Seller
      Asset Schedule ”:
      Defined in the Custodial Agreement.




31





“ Seller-Related
      Obligations ”:
      Any
      obligations, liabilities and/or Indebtedness of the Seller and/or any
      Indebtedness of the Guarantor or the Pledgor under any other arrangement between
      the Seller, the Guarantor and/or the Pledgor on the one hand and the Deal Agent,
      the Purchaser, any Affiliate or any Subsidiary of the Deal Agent or the
      Purchaser (including, without limitation the obligations, liabilities and
      Indebtedness under the Swap Documents) and/or any commercial paper conduit
      for
      which Wachovia **** or
      an
      Affiliate or Subsidiary of Wachovia acts as a liquidity provider, administrator
      or agent on the other hand; provided , however ,
      Seller-Related Obligations shall be deemed to include the obligations,
      liabilities and Indebtedness of (i) NRF-Reindeer Ltd. and the Guarantor
      under the Note Purchase Agreement and (ii) the Seller and Guarantor under the
      Wachovia Repurchase Facility.





“ Seller’s
      Release Letter ”:
      A
      letter, substantially in the form of Exhibit XII-A hereto,
      delivered by the Seller when no Warehouse Lender has an interest in an Eligible
      Asset, releasing, subject to the terms of this Agreement, all of the Seller’s
      right, title and interest in such Eligible Asset upon receipt of the related
      Purchase Price by the Seller.





“ Senior
      Secured Bank Debt ”:
      An
      assignment of or participation in all or a portion of a secured senior term
      loan
      to a Borrower, which loan (a) is rated B- or better by at least
      two (2) Rating Agencies, (b) is senior or *pari
      passu* with
      other secured obligations of such Borrower and (c) is secured by
      (i) 100% of the Equity Interest of each existing and subsequently acquired
      or organized direct or indirect domestic Subsidiary of the Borrower and
      (ii) substantially all tangible and intangible assets (including, but not
      limited to, inventory, accounts receivable, plant, machinery, equipment,
      fixtures, Commercial Real Estate, leasehold interests, intellectual property,
      contracts, license rights and other general intangibles and investment property)
      of the Borrower. Each Senior Secured Bank Debt is subject to such additional
      underwriting criteria and other terms, conditions and requirements as the Deal
      Agent may require in its discretion.





“ Servicer ”:
      A
      Person (other than the Seller) servicing all or a portion of the Purchased
      Assets under a Servicing Agreement, which Servicer shall be acceptable to the
      Deal Agent in its discretion.





“ Servicer
      Account ”:
      Any
      account established by a Servicer or a PSA Servicer in connection with the
      servicing of the Purchased Assets.





“ Servicer
      Default ”:
      Defined in Section 6.10 of this
      Agreement.





“ Servicer
      Redirection Notice ”:
      The
      notice from the Seller to a Servicer or PSA Servicer, as applicable,
      substantially in the form of Exhibit VII attached
      hereto.





“ Servicing
      Agreement ”:
      An
      agreement entered into by the Seller and a third party for the servicing of
      the
      Purchased Assets, the form and substance of which has been approved in writing
      by the Deal Agent in its reasonable discretion.





“ Servicing
      File ”:
      With
      respect to each Purchased Asset, the file retained by the Seller consisting
      of
      the originals of all documents that are not required to be delivered to the
      Custodian and copies of all documents in the Mortgage Asset File set forth
      in Section 3.1 of the
      Custodial Agreement, which Servicing File shall be held by the Seller or
      Servicer on behalf of the Deal Agent as agent for the Secured
      Parties.





“ Servicing
      Records ”:
      Defined in Section 6.2 of this
      Agreement.





“ Solvent ”:
      As to
      any Person at any time, having a state of affairs such that all of the following
      conditions are met: (a) the fair value of the Property of such Person is
      greater than the amount of such Person’s liabilities (including disputed,
      contingent and unliquidated liabilities) as such value is established and
      liabilities evaluated for purposes of Section 101(32) of the Bankruptcy
      Code; (b) the present fair salable value of the Property of such Person in
      an orderly liquidation of such Person is not less than the amount that will
      be
      required to pay the probable liability of such Person on its debts as they
      become absolute and matured; (c) such Person is able to realize upon its
      Property and pay its debts and other liabilities (including disputed, contingent
      and unliquidated liabilities) as they mature in the normal course of business;
      (d) such Person does not intend to, and does not believe that it will,
      incur debts or liabilities beyond such Person’s ability to pay as such debts and
      liabilities mature; and (e) such Person is not engaged in a business or a
      transaction, and is not about to engage in a business or a transaction, for
      which such Person’s Property would constitute unreasonably small
      capital.




32





“Sub-Limit” :
      With
      respect to the characteristics of the Mortgage Assets or Purchased Assets,
      as
      applicable:





( a )  the
      aggregate Purchase Price for all outstanding Transactions involving Mezzanine
      Loans shall not exceed 67% of the Maximum Amount;





( b )  the
      aggregate Purchase Price for all outstanding Transactions involving CTL Loans
      and/or Subordinate CTL Loans shall not exceed 50% of the Maximum
      Amount;





( c )  the
      aggregate Purchase Price for all outstanding Transactions involving Ground
      Leases shall not exceed 35% of the Maximum Amount;





( d )  the
      aggregate Purchase Price for all outstanding Transactions involving hotels
      shall
      not exceed 45% of the Maximum Amount;





( e )  the
      aggregate Purchase Price for all outstanding Transactions involving Construction
      Loans shall not exceed 35% of the Maximum Amount;





( f )  the
      aggregate Purchase Price for all outstanding Transactions involving Underlying
      Mortgage Properties located in the same metropolitan statistical area shall
      not
      exceed 50% of the Maximum Amount;





( g )  the
      aggregate Purchase Price for any single outstanding Transaction or for multiple
      Transactions to a single Borrower (including any Affiliate of a Borrower) shall
      not exceed 40% of the Maximum Amount;





( h )  the
      aggregate Purchase Price for all outstanding Transactions involving CMBS
      Securities or Senior Secured Bank Debt rated BB- or below by any Rating Agency
      shall not exceed 25% of the Maximum Amount; and





( i )  the
      aggregate Purchase Price for all outstanding Transactions involving Preferred
      Equity Interests shall not exceed 25% of the Maximum Amount.





“ Subordinate
      CTL Loan ”:
      (i) A loan that is a CTL Loan in all respects except for the failure to
      satisfy the ratings requirements for a Credit Tenant or (ii) a performing
      Junior Interest or Mezzanine Loan in which the related senior loan is secured
      by
      a first priority perfected security interest in Commercial Real Estate 100%
      leased to, or guaranteed in full by, a Credit Tenant, and such Junior Interest
      or Mezzanine Loan, as applicable, itself is secured by a first priority
      perfected security interest in and to the payments under the Credit Tenant
      Lease; provided , however ,
      in the
      case of both clauses (i) and (ii) ,
      such
      Subordinate CTL Loan satisfies such additional underwriting criteria and other
      terms, conditions and requirements as the Deal Agent may require in its
      discretion.




33





“ Subsidiary ”:
      With
      respect to any Person, any corporation, partnership, limited liability company
      or other entity of which at least a majority of the securities or other
      ownership interests having by the terms thereof ordinary voting power to elect
      a
      majority of the board of directors or other Persons performing similar functions
      of such corporation, partnership, limited liability company or other entity
      (irrespective of whether or not at the time securities or other ownership
      interests of any other class or classes of such corporation, partnership or
      other entity shall have or might have voting power by reason of the happening
      of
      any contingency) is at the time directly or indirectly owned or controlled
      by
      such Person or one or more Subsidiaries of such Person.





“ Swap
      Breakage Costs ”:
      For
      any Swap Transaction, any amount (other than Net Swap Payments) payable by
      the
      Seller to the Swap Counterparty for the early termination of that Swap
      Transaction or any portion thereof.





“ Swap
      Breakage Receipts ”:
      For
      any Swap Transaction, any amount (other than Net Swap Receipts) payable by
      the
      Swap Counterparty to the Seller for the early termination of that Swap
      Transaction or any portion thereof.





“ Swap
      Counterparty ”:
      Wachovia Bank, National Association and/or any Affiliate thereof, together
      with
      its successors and assigns.





“ Swap
      Documents ”:
      The
      Interest Rate Protection Agreements entered into by the Seller and the Swap
      Counterparty with respect to the Facility or any Purchased Asset, including
      all
      obligations, liabilities and Indebtedness thereunder, as such Swap Documents
      are
      amended, modified, restated, replaced, waived, substituted, supplemented or
      extended from time to time.





“ Swap
      Transaction ”:
      Any
      interest rate swap transaction between the Seller and the Swap Counterparty
      that
      is governed by the Swap Documents.





“ Swingline
      Availability ”:
      The
      positive difference between the Swingline Maximum Amount and the aggregate
      Purchase Price of all outstanding Transactions funded by the Swingline Purchaser
      as Swingline Purchases.





“ Swingline
      Fee ”:
      Defined in the Fee Letter.





“ Swingline
      Funding Request ”:
      Defined in Section 2.16 of this
      Agreement.





“ Swingline
      Maximum Amount ”:
      10% of
      the then Maximum Amount.





“ Swingline
      Purchase ”:
      The
      purchase of an Eligible Asset from the Seller by the Swingline Purchaser
      pursuant to the provisions of Articles II and III of this
      Agreement.





“ Swingline
      Purchaser ”:
      Wachovia Bank, National Association, together with its successors and
      assigns.





“ Table
      Funded Purchased Asset ”:
      A
      Purchased Asset which is sold to the Purchaser or its designee simultaneously
      with the origination or acquisition thereof, which origination or acquisition,
      pursuant to the Seller’s request, is financed with the Purchase Price and paid
      directly to a title company, settlement agent or other Person (including the
      Seller if the Deal Agent determines to fund to the Seller in the Deal Agent’s
      discretion) in trust for the current holder of the Mortgage Asset, in each
      case,
      approved in writing by the Deal Agent in its reasonable discretion, for
      disbursement to the parties entitled thereto in connection with such origination
      or acquisition. A Purchased Asset shall cease to be a Table Funded Purchased
      Asset after the Custodian has delivered a Trust Receipt (along with a completed
      Mortgage Asset File Checklist attached thereto) to the Deal Agent certifying
      its
      receipt of the Mortgage Asset File therefor.




34





“ Table
      Funded Trust Receipt ”:
      Defined in the Custodial Agreement.





“ Tangible
      Net Worth ”:
      As of
      a particular date and as to any Person:





( a )  all
      amounts that would be included under stockholder equity (or the equivalent)
      on a
      balance sheet of such Person and its Consolidated Subsidiaries (including
      minority interests relating to NorthStar Realty Finance L.P.) determined on
      a
      consolidated basis at such date determined in accordance with GAAP, ** less





( b )  in
      each
      case with respect to such Person and its Consolidated Subsidiaries determined
      on
      a consolidated basis (i) amounts owing to such Person from Affiliates, or
      from officers, employees, partners, members, directors, shareholders or other
      Persons similarly affiliated with such Person or its respective Affiliates,
      (ii) intangible assets of such Person, as determined in accordance with
      GAAP, (iii) the value of REO Property and Foreclosed Loans of such Person,
      (iv) prepaid taxes and expenses, (v) unamortized hedging positions
      under Derivatives Contracts, and (vi) (without duplication) Related Party
      Loans.





“ Taxes ”:
      Any
      present or future taxes, levies, imposts, duties, charges, assessments or fees
      of any nature (including interest, penalties, and additions thereto) that are
      imposed by any Governmental Authority.





“ Temporary
      Increase Amount ”:
      Defined in the Fee Letter.





“ Temporary
      Increase Expiration Date ”:
      Defined in the Fee Letter.





“ Temporary
      Increase Indebtedness ”:
      Defined in the Fee Letter.





“ Temporary
      Increase Period ”:
      Defined in the Fee Letter.





“ Temporary
      Increase Provisions ”:
      Defined in the Fee Letter.





“ Temporary
      Ramp-Up Asset ”:
      Defined in the Fee Letter.





“ Temporary
      Ramp-Up Pricing Terms ”:
      Defined in the Fee Letter.





“ Test
      Period ”:
      The
      most recent calendar quarter.





“ Title
      Exception ”:
      Defined in Schedule
      1 , Part I of this
      Agreement.





“ Total
      Assets ”:
      At any
      time, an amount equal to the aggregate book value of (a) all assets owned
      by any Person(s) (on a consolidated basis) and (b) the proportionate share
      of assets owned by non-consolidated Subsidiaries of such Person(s), less (i) amounts owing to such Person(s) from any Affiliates thereof, or from
      officers, employees, partners, members, directors, shareholders or other Persons
      similarly affiliated with such Person(s) or their respective Affiliates,
      (ii) intangible assets (other than Interest Rate Protection Agreements
      specifically related to the Purchased Assets) and (iii) prepaid taxes
      and/or expenses.




35





“ Total
      Liabilities ”:
      Means
      all Indebtedness and Contingent Liabilities of any Person (without duplication)
      and all Subsidiaries thereof determined on a consolidated basis in accordance
      with GAAP.





“ Transaction ”:
      Defined in Section 2.1 of this
      Agreement.





“ Transaction
      Request ”:
      A
      request in the form of Exhibit I to this
      Agreement duly completed and executed by the Seller.





“ Transferor ”:
      The
      seller of mortgage assets under a Purchase Agreement.





“ True
      Sale Opinion ”:
      An
      Opinion of Counsel to the Seller opining that the subject transaction
      constitutes a “true sale”.





“ Trust
      Preferred Securities ”:
      Means
      those REIT trust preferred securities issued by NorthStar or its Affiliates
      identified on Schedule 7 attached
      hereto and such other REIT trust preferred securities issued by NorthStar and/or
      an Affiliate which are approved by the Deal Agent in its discretion, in each
      case which are expressly subordinated to all other Indebtedness of NorthStar
      and
      its Affiliates. REIT trust preferred securities issued by NorthStar and/or
      its
      Affiliates shall be deemed approved by the Deal Agent if such securities are
      issued on terms substantially similar to those securities listed on Schedule 7 ,
      as
      determined by the Deal Agent in its reasonable discretion.





“ Trust
      Receipt ”:
      Defined in the Custodial Agreement.





“ Type ”:
      With
      respect to a Mortgage Asset, the classification of the Underlying Mortgaged
      Property as one of the following: multifamily, mobile home park, retail, office,
      industrial, hotel, self-storage facility, condominium conversions and entitled
      land.





“ UCC-9
      Policy ”:
      Defined in Schedule 1 , Part II of this
      Agreement.





“ Underlying
      Mortgaged Property ”:
      (a) In the case of a Whole Loan, the Mortgaged Property securing the Whole
      Loan, (b) in the case of a Junior Interest, the Mortgaged Property securing
      such Junior Interest (if the Junior Interest is of the type described in clause (b) of the
      definition thereof), or the Mortgaged Property securing the mortgage loan in
      which such Junior Interest represents a participation (if the Junior Interest
      is
      of the type described in clause (a) of the
      definition thereof), (c) in the case of a Mezzanine Loan or a Junior
      Interest in a Mezzanine Loan, the Mortgaged Property that secures the senior
      mortgage loan, (d) in the case of a Bridge Loan, CTL Loan or Subordinate
      CTL Loan, the Mortgaged Property securing the Whole Loan, Junior Interest or
      Mezzanine Loan, as applicable, (e) in the case of a CMBS Security, the
      Mortgaged Properties backing such CMBS Securities, (f) in the case of
      Senior Secured Bank Debt, the Mortgaged Property, if any, securing such Senior
      Secured Bank Debt and (g) in the case of a Preferred Equity Interest, the
      Mortgaged Property owned directly or indirectly by the Preferred Equity
      Grantor.





“ Underwriting
      Package ”:
      With
      respect to any Mortgage Asset (other than a CMBS Security), the Underwriting
      Package shall include, to the extent applicable, (i) a copy of the Current
      Appraisal or, if unavailable, any other recent appraisal, (ii) the current
      rent roll, (iii) a minimum of two (2) years of property level
      financial statements to the extent available, (iv) the current financial
      statements of the Borrowers under the Mortgage Asset, and, if such Mortgage
      Asset is not a Whole Loan, the Borrower under the Commercial Real Estate Loan
      to
      the extent provided to or reasonably available to the applicable Seller upon
      request, (v) the loan documents, Authority Documents and title
      commitment/policy to be included in the Mortgage Asset File, together with
      copies of any appraisals, environmental reports, studies or assessments (to
      include, at a minimum, a phase I report), evidence of zoning compliance,
      property management agreements, assignments of property management agreements,
      contracts, licenses and permits, in each case to the extent in the Seller’s
      possession or reasonably available to the Seller and, if the Mortgage Asset
      is
      purchased by the Purchaser or its designee, assignments of such documents by
      the
      Seller in blank to the extent covered by assignments in blank delivered to
      the
      Custodian, (vi) any financial analysis, site inspection, market studies,
      environmental reports and any other diligence conducted by or provided to the
      Seller and (vii) such further documents or information as the Deal Agent
      may reasonably request. With respect to any CMBS Security, the Underwriting
      Package shall consist of, to the extent applicable, (i) the related
      prospectus or offering circular, (ii) all structural and collateral term
      sheets and all other computational or other similar materials provided to the
      Seller in connection with its acquisition of such CMBS Security, (iii) all
      distribution date statements issued in respect thereof during the immediately
      preceding twelve (12) months (or, if less, since the date such CMBS
      Security was issued), (iv) all monthly reporting packages issued in respect
      of such CMBS Security during the immediately preceding twelve (12) months
      (or, if less, since the date such CMBS Security was issued), (v) all Rating
      Agency pre-sale reports, (vi) all asset summaries and any other due
      diligence materials, including, without limitation, reports prepared by third
      parties, provided to the Seller in connection with its acquisition of such
      CMBS
      Security, and (vii) such further documents or information as the Deal Agent
      may reasonably request.




36





“ Uniform
      Commercial Code ”
or
      “ UCC ”:
      The
      Uniform Commercial Code as in effect on the date hereof in the State of New
      York; provided that if by reason of mandatory provisions of Applicable Law,
      the
      perfection or the effect of perfection or non-perfection of the security
      interest in any Purchased Asset is governed by the Uniform Commercial Code
      as in
      effect in a jurisdiction other than New York, “Uniform Commercial Code” shall
      mean the Uniform Commercial Code as in effect in such other jurisdiction for
      purposes of the provisions hereof relating to such perfection or effect of
      perfection or non-perfection.





“ United
      States ”:
      The
      United States of America.





“ Unsecured
      Credit Facility ”:
      The
      credit facility represented by the 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 thereto, KeyBank National Association, as
      administrative agent, Keybanc Capital Markets and Bank of America, N.A., as
      co-lead arrangers, KeyBank Capital Markets, as sole book manager, Bank of
      America, N.A., as syndication agent, and Citicorp North America, Inc., as
      documentation agent, as amended, modified, restated, replaced, waived,
      substituted, supplemented or extended from time to time, together with all
      other
      documents executed in connection therewith, as the same are amended, modified,
      restated, replaced, waived, substituted, supplemented or extended from time
      to
      time.





“ Unused
      Fee ”:
      The
“Unused Fee” payable under the Fee Letter.





“ Upsize
      Fee ”:
      The
“Upsize Fee” payable under the Fee Letter.





“ USA
      Patriot Act ”:
      The
“United and Strengthening America by providing Tools Required to Intercept and
      Obstruct Terrorism Act of 2001” (Public Law 107-56), as amended from time to
      time.





“ VFCC ”:
      Defined in the Preamble of this
      Agreement.





“ Wachovia ”:
      Wachovia Bank, National Association, a national banking association in its
      individual capacity, and its successors and assigns.





“ Wachovia
      Assets ”:
      Any
      Mortgage Asset issued or extended by Wachovia Corporation or an Affiliate of
      Wachovia Corporation.




37





“ Wachovia
      Repurchase Facility ”:
      The
      repurchase facility represented by the Amended and Restated Master Repurchase
      Agreement, dated as of even date herewith, among the Seller, the Guarantor
      and
      Wachovia, as amended, modified, restated, replaced, waived, substituted,
      supplemented or extended from time to time, together with all other documents
      executed in connection therewith, as the same are amended, modified, restated,
      replaced, waived, substituted, supplemented or extended from time to
      time.





“ Warehouse
      Lender ”:
      Any
      lender (a) providing financing to the Seller for the purpose of
      warehousing, originating or purchasing Eligible Assets, or (b) providing
      financing to a party from whom the Seller is purchasing the Eligible Assets
      simultaneously with the purchase by the Purchaser or its designee.





“ Warehouse
      Lender’s Release Letter ”:
      A
      letter, substantially in the form of Exhibit XII-B hereto
      (or such other form acceptable to the Deal Agent in its discretion), from a
      Warehouse Lender to the Deal Agent, unconditionally releasing all of Warehouse
      Lender’s right, title and interest in certain Eligible Assets identified therein
      upon receipt of payment therefor by the Warehouse Lender.





“ WCM ”:
      Defined in the Preamble of this
      Agreement.





“ Whole
      Loan ”:
      A
      performing Commercial Real Estate whole loan (including, without limitation,
      a
      Construction Loan) secured by a first priority perfected security interest
      in
      the Underlying Mortgaged Property.





**Section** **1** **.** **2**  **Interpretation** **.**





In
      each
      Repurchase Document, unless a contrary intention appears:





( i )  the
      singular number includes the plural number and *vice
      versa* ;





( ii )  reference
      to any Person includes such Person’s successors and assigns but, if applicable,
      only if such successors and assigns are permitted by the Repurchase
      Documents;





( iii )  reference
      to any gender includes each other gender;





( iv )  reference
      to day or days without further qualification means calendar days;





( v )  reference
      to any time means Charlotte, North Carolina time;





( vi )  reference
      to any agreement (including any Repurchase Document), document or instrument
      means such agreement, document or instrument as amended, modified, restated,
      replaced, waived, substituted, supplemented or extended from time to time in
      accordance with the terms thereof and, if applicable, the terms of the other
      Repurchase Documents, and reference to any promissory note, certificate,
      instrument or trust receipt includes any promissory note, certificate,
      instrument or trust receipt that is an extension or renewal thereof or a
      substitute or replacement therefor;





( vii )  reference
      to any Applicable Law means such Applicable Law as amended, modified, codified,
      replaced or reenacted, in whole or in part, and in effect from time to time,
      including rules and regulations promulgated thereunder and reference to any
      Section or other provision of any Applicable Law means that provision of
      such Applicable Law from time to time in effect and constituting the substantive
      amendment, modification, codification, replacement or reenactment of such
      Section or other provision;




38





( viii )  unless
      otherwise expressly provided in this Agreement, reference to any notice,
      request, approval, consent or determination provided for, permitted or required
      under the terms of the Repurchase Documents with respect to the Seller, the
      Guarantor, the Pledgor, the Deal Agent, the Purchaser or any other Secured
      Party
      means, in order for such notice, request, approval, consent or determination
      to
      be effective hereunder, such notice, request, approval or consent must be in
      writing and, with respect to notice to the Swap Counterparty only, such notice
      shall contain an acknowledgement of receipt signed by the Swap Counterparty;
      and





( ix )  reference
      herein or in any Repurchase Document to the Deal Agent’s, the Purchaser’s or any
      other Secured Party’s discretion shall mean, unless otherwise stated herein or
      therein, the Deal Agent’s, the Purchaser’s or the other Secured Party’s sole and
      absolute discretion, and the exercise of such discretion shall be final and
      conclusive. In addition, whenever the Deal Agent, the Purchaser or any other
      Secured Party has a decision or right of determination or request, exercises
      any
      right given to it to agree, disagree, accept, consent, grant waivers, take
      action or no action or to approve or disapprove, or any arrangement or term
      is
      to be satisfactory or acceptable (or any similar language or terms) to the
      Deal
      Agent, the Purchaser or any other Secured Party, the decision of the Deal Agent,
      the Purchaser or any other Secured Party with respect thereto shall be in the
      sole and absolute discretion of the Deal Agent, the Purchaser or any other
      Secured Party, and such decision shall be final and conclusive, except as may
      be
      otherwise specifically provided herein.




**ARTICLE** **II**





**PURCHASE
      OF ELIGIBLE ASSETS**





**Section** **2** **.** **1**  **Purchase
      and Sale** **.**





Subject
      to the terms and conditions hereof, from time to time during the Facility Period
      (but at no time thereafter) and at the written request of the Seller, the
      parties hereto may enter into transactions in which the Seller transfers
      Eligible Assets to the Purchaser or its designee in a sales transaction against
      the transfer of funds by the Purchaser representing the Purchase Price for
      such
      Purchased Assets, with a simultaneous agreement by the Purchaser or its designee
      to transfer to the Seller and the Seller to repurchase such Purchased Assets
      in
      a repurchase transaction at a date certain not later than the Facility Maturity
      Date, against the transfer of funds by the Seller representing the Repurchase
      Price for such Purchased Assets. Each such transaction hereunder, including,
      without limitation, a Swingline Purchase and transfers of Additional Purchased
      Assets, shall be referred to herein as a “ Transaction ”
and
      shall be governed by this Agreement, unless otherwise agreed to in
      writing.




**Section** **2** **.** **2**  **Transaction
      Mechanics; Related Matters** **.**





( a )  From
      time
      to time during the Facility Period but no more frequently than once per week
      (other than Swingline Purchases which shall not be limited), the Purchaser
      may
      in the Deal Agent’s discretion purchase from the Seller the Seller’s rights and
      interests (but none of its obligations) under certain Eligible Assets; provided , however ,
      (i) at no time shall the aggregate Purchase Price of the outstanding
      Transactions and any proposed Transactions exceed the Maximum Amount and
      (ii) at no time shall the Purchaser or its designee enter into Transactions
      after the Facility Period. The Seller shall request a Transaction by delivering
      to the Deal Agent, via Electronic Transmission, a written Transaction Request,
      together with, via Electronic Transmission (to the extent available in such
      form
      and otherwise by overnight delivery), a Seller Asset Schedule, a draft
      Confirmation and an Underwriting Package. Each Transaction Request shall be
      irrevocable. The Transaction Request shall set forth, among other things,
      (i) the proposed Purchase Date, that, except with respect to the initial
      Transaction, shall be at least ten (10) Business Days (or such additional
      reasonable time as the Deal Agent may reasonably request) after the delivery
      of
      the Transaction Request, the Seller Asset Schedule, the draft Confirmation,
      the
      complete Underwriting Package and any supplemental requests by the Deal Agent
      (requested orally or in writing) relating to the proposed Mortgage Assets,
      (ii) the proposed Purchase Price, which shall be a minimum amount of
      $5,000,000 for the initial advance of the Purchase Price and $500,000 for all
      subsequent advances of the Purchase Price, (iii) the proposed Repurchase
      Date, (iv) the applicable Class and Type for each such Mortgage Asset, and
      (v) such other additional terms and conditions requested by the Deal Agent
      in its reasonable discretion. The Deal Agent shall have ten (10) Business
      Days (or such additional reasonable time as the Deal Agent may reasonably
      request) from the receipt thereof to review the Transaction Request, the Seller
      Asset Schedule, the draft Confirmation, the Underwriting Package and any
      supplemental requests (requested orally or in writing) relating to the proposed
      Mortgage Assets.




39





( b )  The
      Deal
      Agent shall notify the Seller in
      writing of the Deal Agent’s tentative approval (and the proposed Purchase Price
      for each Mortgage Asset) or final disapproval of each proposed Mortgage Asset
      within ten (10) Business Days (or such additional reasonable time as the
      Deal Agent may reasonably request) after its receipt of the Transaction Request,
      the Seller Asset Schedule, the draft Confirmation, the complete Underwriting
      Package and any supplemental requests (requested orally or in writing) relating
      to such proposed Mortgage Asset. Unless the Deal Agent notifies the Seller in
      writing of the Deal Agent’s approval of such proposed Mortgage Asset within the
      applicable period, the Deal
      Agent shall be
      deemed not to have approved the purchase of such proposed Mortgage
      Asset.





( c )  Provided
      that the Deal Agent on behalf of the Purchaser has tentatively agreed to
      purchase the Mortgage Assets described in the Transaction Request and the
      proposed Purchase Price is acceptable to the Seller, the Seller shall forward
      to
      the Deal Agent, via Electronic Transmission, at least two (2) Business Days
      prior to the requested Purchase Date (which must be received by the Deal Agent
      no later than 5:00 p.m. two (2) Business Days prior to the requested
      Purchase Date) a completed and executed Confirmation with respect to each
      Transaction, which shall be irrevocable by the Seller, and a copy of the
      executed Assignment by the Seller; provided , however ,
      if the
      Seller has requested in writing that the Swingline Purchaser fund the Mortgage
      Asset on an expedited basis, the executed Confirmation for the related Mortgage
      Asset shall be delivered to the Deal Agent no later than 2:00 p.m. on the
      related Purchase Date (unless such time period is modified by the Swingline
      Purchaser in its discretion). The Confirmation delivered by the Seller to the
      Deal Agent may specify any additional terms or conditions of the Transaction
      not
      inconsistent with this Agreement. Delivery of a Confirmation to the Deal Agent
      shall be deemed to be a certification by the Seller, among other things, that
      all conditions precedent to such Transaction set forth in Article III of this
      Agreement have been satisfied (except the Deal Agent’s consent). Unless
      otherwise agreed in writing, upon receipt of the Confirmation and Assignment,
      the Purchaser or its designee may, in the Deal Agent’s discretion, agree to
      enter into the requested Transaction with respect to a Mortgage Asset, with
      such
      additional terms, conditions and requirements contained in the Confirmation
      as
      the Deal Agent may require in its discretion (if additional terms, conditions
      or
      requirements are required by the Deal Agent, the Seller shall include such
      terms, conditions and/or requirements in the Confirmation to the extent it
      approves of same, and provide a re-executed Confirmation to the Deal Agent),
      and
      the Deal Agent’s agreement on behalf of the Purchaser to purchase the Mortgage
      Asset on the terms, conditions and requirements as the Deal Agent may require
      in
      its discretion shall be evidenced by the Deal Agent’s execution of the
      Confirmation. Any Confirmation executed by the Deal Agent shall be deemed to
      have been received by the Seller on the date actually received by the Seller.





( d )  (A) The
      Seller shall release or cause to be released to the Custodian in accordance
      with
      the Custodial Agreement (1) in the case of a single Non-Table Funded
      Purchased Asset, no later than 1:00 p.m. one (1) Business Day (for
      more than one (1) Non-Table Funded Purchased Asset, two (2) Business
      Days) prior to the requested Purchase Date, and, (2) in the case of a Table
      Funded Purchased Asset or a Swingline Purchase, no later than 1:00 p.m. three
      (3) Business Days following the applicable Purchase Date, the Mortgage Asset
      File pertaining to each Eligible Asset to be purchased by the Purchaser
      or its designee ,
      and
      (B) the Seller shall deliver to the Custodian, in connection with the
      applicable delivery under clause (A) above, a
      Custodial Identification Certificate and a completed Mortgage Asset File
      Checklist required under Section 3.2 of the
      Custodial Agreement.




40





( e )  Pursuant
      to the Custodial Agreement, the Custodian shall deliver to the Deal Agent and
      the Seller by 1:00 p.m. on the Purchase Date for each Non-Table Funded
      Purchased Asset a Trust Receipt (along with a completed Mortgage Asset File
      Checklist attached thereto) and an Asset Schedule and Exception Report with
      respect to the Basic Mortgage Loan Documents for the Eligible Assets that the
      Seller has requested the Purchaser purchase on such Purchase Date. With respect
      to each Table Funded Purchased Asset and each Swingline Purchase, the Seller
      shall cause the Bailee to deliver to the Custodian, with a copy to the Deal
      Agent, no later than 1:00 p.m. on the Purchase Date, by Electronic
      Transmission, copies of the related Basic Mortgage Loan Documents, a fully
      executed Bailee Agreement, a Bailee’s Trust Receipt issued by the Bailee
      thereunder and such other evidence satisfactory to the Deal Agent in its
      reasonable discretion that all documents necessary to effect a transfer of
      the
      Eligible Assets to the Purchaser or its designee have been delivered to Bailee.
      With respect to each Table Funded Purchased Asset and each Swingline Purchase,
      the Custodian shall deliver to the Deal Agent with a copy to the Seller a Table
      Funded Trust Receipt no later than 3:00 p.m. on the Purchase Date, which
      receipt and all other documents delivered to the Bailee shall be acceptable
      to
      the Deal Agent in its reasonable discretion. In the case of a Table Funded
      Purchased Asset or a Swingline Purchase, no later than 3:00 p.m. on the
      second (2nd) Business Day following the Custodian’s receipt of the related
      Mortgage Loan Documents comprising the Mortgage Asset File, the Custodian shall
      deliver to the Deal Agent a Trust Receipt (along with a completed Mortgage
      Asset
      File Checklist attached thereto) certifying its receipt of the documents
      required to be delivered pursuant to the Custodial Agreement, together with
      an
      Asset Schedule and Exception Report relating to the Basic Mortgage Loan
      Documents, with any Exceptions identified by the Custodian as of the date and
      time of delivery of such Asset Schedule and Exception Report. The Custodian
      shall deliver to the Deal Agent an Asset Schedule and Exception Report relating
      to all of the Mortgage Loan Documents within five (5) Business Days of its
      receipt of the Mortgage Asset Files.





( f )  On
      the
      Purchase Date for each Eligible Asset to be purchased on such date, and provided
      the requirements set forth in this Agreement and the other Repurchase Documents
      are satisfied, including, without limitation, the delivery to the Deal Agent
      of
      a Trust Receipt or Table Funded Trust Receipt, as applicable, pursuant to Subsection 2.2(e) of this
      Agreement, ownership of the Purchased Assets shall be transferred to the
      Purchaser or its designee (subject to the terms of this Agreement) against
      the
      simultaneous transfer of the least of (A) Purchase Price, (B) the
      Availability to the Seller not later than 5:00 p.m. on such date, or (C) in
      the case of a Swingline Purchase, an amount equal to the Swingline Availability
      on such Purchase Date. The Seller hereby sells, transfers, conveys and assigns
      to the Purchaser or its designee all the right, title and interest (but none
      of
      the obligations) of the Seller in and to the Purchased Assets together with
      all
      right, title and interest in and to the proceeds of any related Purchased Assets
      (subject to the terms of this Agreement).





( g )  Each
      Confirmation, together with this Agreement, shall constitute conclusive evidence
      of the terms agreed between the Deal Agent and the Seller with respect to the
      Transaction to which the Confirmation relates. The Seller’s acceptance of the
      related proceeds shall, to the extent the Confirmation is not for any reason
      executed by the Seller, constitute the Seller’s agreement to the terms of such
      Confirmation. It is the intention of the parties that each Confirmation shall
      not be separate from this Agreement but shall be made a part of this
      Agreement.




41





( h )  In
      no
      event shall a Transaction be entered into when any Default or Event of Default
      has occurred and is continuing or when the Repurchase Date for such Transaction
      would be later than the Facility Maturity Date.





( i )  In
      the
      case of individual Transactions terminable upon demand (if any), such demand
      shall be made by the Deal Agent or the Seller no later than such time as is
      customary in accordance with market practice, by telephone or otherwise, at
      least two (2) Business Days prior to the Business Day on which such
      termination will be effective. The Seller shall repurchase the Purchased Assets
      by no later than 1:00 p.m. on the Repurchase Date. On a Repurchase Date,
      termination of a Transaction will be effected by transfer to the Seller or
      its
      designee of the Purchased Assets after the Deal Agent as agent for the Secured
      Parties receives the Repurchase Price for the Purchased Asset. In connection
      with the termination of a Transaction, any Income in respect of any Purchased
      Assets received by the Deal Agent as agent for the Secured Parties and not
      previously credited or transferred to, or applied to the obligations of, the
      Seller pursuant to Section
      2.8 of this
      Agreement shall be netted against the Repurchase Price by the Deal Agent as
      agent for the Secured Parties. To the extent a net amount is owed to one party,
      the other party shall pay such amount to such party.





( j )  Subject
      to the terms and conditions of this Agreement, during the term of this
      Agreement, the Seller may sell to the Purchaser or its designee, repurchase
      from
      the Purchaser or its designee and resell to the Purchaser or its designee,
      Eligible Assets hereunder; provided , however ,
      the
      Seller shall have no right to substitute an Eligible Asset for a Purchased
      Asset. To the extent the Seller requests less than the Purchase Price that
      it
      would otherwise be entitled to receive under the terms of this Agreement in
      connection with the purchase of any Eligible Asset, and such amount exceeds
      $500,000, and provided (A) no Default or Event of Default exists,
      (B) the Purchased Asset continues to be a Purchased Asset, (C) such
      Purchased Asset is not a Defaulted Mortgage Asset or Delinquent Mortgage Asset
      and (D) each applicable eligibility criteria set forth in Schedule 1 to this
      Agreement is satisfied in all material respects, the Seller may, by giving
      at
      least two (2) Business Days prior written notice (which notice must be
      received by the Deal Agent no later than 3:00 p.m. two (2) Business
      Days prior to the date of the requested Transaction), request an additional
      advance of the Purchase Price against such Purchased Asset in an amount not
      to
      exceed the positive difference (if any) between the current Purchase Price
      (calculated as if such Purchased Asset were purchased on such day) and the
      Purchase Price originally advanced by the Purchaser with respect thereto; provided , however ,
      in no
      event shall the aggregate amounts advanced against such Purchased Asset exceed
      the maximum Purchase Price that the Purchaser was prepared to advance on the
      date the Purchased Asset was acquired by the Purchaser or its designee under
      this Agreement. If the Purchaser has advanced the full amount of the Purchase
      Price that is then available to the Seller on the Purchase Date for the purchase
      of the Purchased Asset, the Seller may request in writing that the Deal Agent
      reunderwrite the Purchased Asset and/or redetermine the Asset Value of such
      Purchased Asset (in each case in accordance with the same standards used by
      the
      Deal Agent with respect thereto at the time the Purchased Asset was originally
      purchased on the Purchase Date) for the purposes of obtaining additional
      advances of the Purchase Price with respect to such Purchased Asset, and,
      provided (A) no Default or Event of Default exists, (B) the Purchased
      Asset continues to be a Purchased Asset, (C) such Purchased Asset is not a
      Defaulted Mortgage Asset or Delinquent Mortgage Asset and (D) each
      applicable eligibility criteria set forth in Schedule 1 to this
      Agreement is satisfied in all material respects, the Deal Agent may, in its
      discretion, consider such request and may take such action (or no action) in
      response thereto as the Deal Agent may determine in its discretion.




42





( k )  All
      of
      the Seller’s right, title and interest in the Purchased Assets that constitute
      CMBS Securities shall pass to the Purchaser or its designee on the applicable
      Purchase Date. The Seller shall deliver to the Custodian on behalf of the Deal
      Agent as agent for the Secured Parties a complete set of all transfer documents
      to be completed by the Deal Agent as agent for the Secured Parties and executed
      copies of any transfer documents to be completed by the Seller, in either case
      in blank, but in form sufficient to allow transfer and registration of such
      Purchased Assets to the Deal Agent as agent for the Secured Parties no later
      than the proposed Purchase Date for the relevant Purchased Asset, and such
      CMBS
      Securities shall be medallion guaranteed. All transfers of certificated
      securities from the Seller to the Deal Agent as agent for the Secured Parties
      shall be effected by physical delivery to the Custodian of the Purchased Assets
      (duly endorsed by the Seller, in blank), together with a stock power executed
      by
      the Seller, in blank. With respect to Purchased Assets that shall be delivered
      through the DTC or the National Book Entry System of the Federal Reserve or
      any
      similar firm or agency, as applicable, in book-entry form and credited to or
      otherwise held in an account, the Seller shall take such actions necessary
      to
      provide instruction to the relevant financial institution, clearing corporation,
      securities intermediary or other entity to effect and perfect a legally valid
      delivery of the relevant interest granted herein to the Deal Agent as agent
      for
      the Secured Parties hereunder to be held in the Securities Account. Purchased
      Assets delivered in book-entry form shall be under the custody of and held
      in
      the name of the Deal Agent as agent for the Secured Parties in the Securities
      Account. With respect to any Mortgage Asset or collateral for a Mortgage Asset
      that is an uncertificated security (as defined in the UCC), securities
      entitlement (as defined in the UCC) or is held in a securities account (as
      defined in the UCC), the Seller shall provide to the Deal Agent as agent for
      the
      Secured Parties a control agreement, which shall be acceptable to the Deal
      Agent
      in its discretion and shall be delivered to the Custodian under the Custodial
      Agreement, executed by the issuer of the Mortgage Asset or the collateral for
      the Mortgage Asset or the related securities intermediary (as defined in the
      UCC), as applicable, granting control (as defined in the UCC) of such Mortgage
      Asset or collateral for such Mortgage Asset to the Deal Agent as agent for
      the
      Secured Parties and providing that, after an Event of Default, the Deal Agent
      shall be entitled to notify the issuer or securities intermediary, as
      applicable, that such issuer or securities intermediary shall comply exclusively
      with the instructions or entitlement orders (as defined in the UCC), as
      applicable, of the Deal Agent as agent for the Secured Parties without the
      consent of the Seller or any other Person and no longer follow the instructions
      or entitlement orders, as applicable, of the Seller or any other Person (other
      than the Deal Agent).





( l )  Notwithstanding
      anything contained in this Agreement to the contrary, the weighted average
      Advance Rates for all Purchased Assets (on a portfolio basis), as determined
      by
      the Deal Agent in its discretion, shall not exceed the advance rates for a
      CDO
      securitization transaction that involves similar Mortgage Assets and has an
      Investment Grade Rating. The Deal Agent may, in its discretion, adjust any
      or
      all Advance Rates set forth in Schedule 1 to the Fee Letter (or the
      Confirmations as applicable) with respect to the existing Purchased Assets
      to
      such Advance Rates which, when considered on a portfolio basis, would result
      in
      an Investment Grade Rating in a rated CDO securitization transaction for such
      Purchased Assets, and, if such adjustment is made, the Seller shall make
      principal payments to the Deal Agent as necessary so that the Purchase Price
      outstanding for all Purchased Assets is equal to or less than the Purchase
      Price
      for all Purchased Assets based on the adjusted Advance Rates, which principal
      payments shall be applied to the outstanding Purchase Price of one (1) or
      more Purchased Assets, as determined by the Deal Agent in its discretion, and,
      in connection with such principal payments, pay any Price Differential due
      thereon and any Breakage Costs payable in connection therewith.




**Section** **2** **.** **3**  **Optional
      Repurchase** **.**





The
      Seller may, upon two (2) Business Days’ prior written notice or such
      shorter period as the Deal Agent may agree in its discretion (such notice to
      the
      Deal Agent, which notice shall be irrevocable and shall be received by the
      Deal
      Agent, no later than 5:00 p.m. (Charlotte, North Carolina time) on such
      day) to the Deal Agent and the Swap Counterparty, reduce the aggregate
      Repurchase Price of all Purchased Assets (or, prior to an Event of Default,
      any
      portion of all Purchased Assets or any individual Purchased Asset) currently
      outstanding by remitting (1) to the Collection Account cash in the amount
      of the principal reduction plus accrued and unpaid Price Differential and any
      related Breakage Costs owed in connection with such reduction and (2) to
      the Deal Agent instructions to reduce such Repurchase Price, provided that
      (A) in connection with such reduction the Seller shall comply with the
      terms of any related Interest Rate Protection Agreement requiring that the
      Interest Rate Protection Agreement be terminated in whole or in part as the
      result of any such reduction of the Repurchase Price and the Seller has paid
      all
      amounts due to the applicable parties in connection with any such termination
      and (B) after giving effect to such reduction, the Seller shall be in
      compliance with all Sub-Limits and all other terms, conditions and requirements
      contained in the Repurchase Documents and (c) each such reduction shall be
      in a
      minimum amount of $500,000.




43





**Section** **2** **.** **4**  **Extension
      of Facility Maturity Date** **and Funding Expiration Date** **.**





Extension
      of Facility Maturity Date .
      At the
      written request of the Seller delivered to the Deal Agent no earlier than
      ninety (90) days and no later than thirty (30) days prior to the
      Facility Maturity Date, the Deal Agent may in its discretion grant one extension
      of the Facility Maturity Date for a period not to exceed one (1) year by
      giving written notice of such extension to the Seller no later than
      fifteen (15) days before the expiration of the Facility Maturity Date. Any
      failure by the Deal Agent to deliver such notice of extension on a timely basis
      shall be deemed to be the Deal Agent’s determination not to extend the original
      Facility Maturity Date. An extension of the Facility Maturity Date is subject
      to
      the following requirements: (i) no Default or Event of Default shall have
      occurred and is continuing, (ii) the Seller shall pay to the Deal Agent as
      agent for the Secured Parties an Extension Fee as set forth in the Fee Letter,
      (iii) no additional Transactions shall be permitted to be entered into
      after the original Facility Maturity Date, (iv) the Seller must, in
      addition to other amounts owed by the Seller hereunder, amortize and pay to
      the
      Deal Agent as agent for the Secured Parties the aggregate Repurchase Price
      for
      all Transactions then outstanding in equal quarterly installments over the
      term
      of the extension commencing with the original Facility Maturity Date and on
      the
      Payment Date for each quarter thereafter, (v) the Liquidity Agreement is
      extended for the same term, (vi) not later than the Facility Maturity Date
      (as extended in accordance with the terms of this Agreement), the Seller shall
      pay to Deal Agent as agent for the Secured Parties an amount equal to the
      aggregate Repurchase Price then outstanding, together with all other Aggregate
      Unpaids and any other amounts then owing to the Purchaser and the Affected
      Parties by the Seller pursuant to this Agreement or any other Repurchase
      Document, and (vii) if for any reason the Facility Maturity Date were
      extended beyond four (4) years from the Closing Date (by extensions of the
      Facility Maturity Date, amendments to the Facility or otherwise), to which
      the
      Deal Agent makes no promise or commitment whatsoever, continuation statements
      have been filed with respect to any outstanding UCC financing statement in
      favor
      of the Deal Agent as agent for the Secured Parties with respect to this
      Facility. The Seller confirms that the Deal Agent, in its discretion, without
      regard to the value or performance of the Purchased Assets or any other factor,
      may elect not to extend the Facility Maturity Date.





**Section** **2** **.** **5**  **Payment
      of Price Differential** **.**





( a )  Notwithstanding
      that the Purchaser and the Seller intend that the Transactions hereunder be
      sales to the Purchaser or its designee of the Purchased Assets, the Seller
      shall
      pay to the Deal Agent as **** agent
      for
      the Secured Parties an amount equal to the accrued value of the Price
      Differential of each Transaction for the most recently ended Accrual Period
      (each such payment, a “ Periodic
      Advance Repurchase Payment ”)
      on
      each Payment Date less any portion thereof previously paid, if any. The Deal
      Agent shall deliver to the Seller, via Electronic Transmission, notice of the
      required Periodic Advance Repurchase Payment on or prior to the second (2nd)
      Business Day preceding each Payment Date; provided , however ,
      the
      Deal Agent’s failure to timely deliver such notice shall not affect the Seller’s
      obligations to pay the Periodic Advance Repurchase Payment due. If the Seller
      fails to make all or part of the Periodic Advance Repurchase Payment by
      11:00 a.m., Charlotte, North Carolina time, on the Payment Date, the Seller
      shall be obligated to pay to the Deal Agent as agent for the Secured Parties
      (in
      addition to, and together with, the Periodic Advance Repurchase Payment)
      interest on the unpaid amount of the Periodic Advance Repurchase Payment at
      a
      rate per annum equal to the Post-Default Rate (the “ Late
      Payment Fee ”)
      until
      the overdue Periodic Advance Repurchase Payment is received in full by the
      Deal
      Agent.




44





( b )  The Seller
      shall be responsible for the payment of all Breakage Costs incurred in
      connection with any repurchase or prepayment of the Repurchase Price or Price
      Differential. The
      Deal
      Agent shall deliver to the Seller a statement setting forth the amount and
      basis
      of determination of any Breakage Costs, it being agreed that such statement
      and
      the method of its calculation shall be conclusive and binding upon the Seller
      absent manifest error. This Subsection 2.5(b) shall
      survive termination of this Agreement and the repurchase of all Purchased Assets
      subject to Transactions hereunder.




**Section** **2** **.** **6**  **[** **Reserved** **].**





**Section** **2** **.** **7**  **Margin
      Maintenance** **.**





If
      at any
      time the Deal Agent determines in good faith (based on such factors as the
      Deal
      Agent determines to rely on in its discretion, including, but not limited to,
      a
      credit analysis of the Underlying Mortgaged Properties and/or the current market
      conditions for the Purchased Assets) that the Margin Base for all Purchased
      Assets (as determined by the Deal Agent in its good faith discretion on such
      date) is less than the aggregate Purchase Price for all outstanding Transactions
      (in each case a “ Margin
      Deficit ”),
      then
      the Deal Agent may by notice to the Seller in the form of Exhibit X (a
“ Margin
      Deficit Notice ”)
      require the Seller to transfer to the Deal Agent as agent to the Secured Parties
      cash or Additional Purchased Assets in the amount of the Margin Deficit to
      the
      Deal Agent by no later than the Margin Correction Deadline. All cash transferred
      to the Deal Agent as agent for the Secured Parties pursuant to this Section 2.7 shall be
      deposited in the Collection Account and shall be attributed to such Transaction
      or Transactions that caused the Margin Deficit to reduce the outstanding
      Purchase Price to which it has been attributed. Transfers of Eligible Assets
      to
      the Purchaser or its designee under this Section 2.7 shall be
      subject to the same conditions and requirements that are applicable to the
      transfers of Eligible Assets under Section 2.2 .
      The
      Deal Agent’s election, in its discretion, not to deliver a Margin Deficit Notice
      at any time there is a Margin Deficit shall not waive the Margin Deficit or
      in
      any way limit or impair the Deal Agent’s right to deliver a Margin Deficit
      Notice at any time the same or any other Margin Deficit exists.





**Section** **2** **.** **8**  **Income
      Payments.**





The
      Deal
      Agent as agent for the Secured Parties shall be entitled to receive for
      application in accordance with the provisions of this Agreement an amount equal
      to all Income paid or distributed on or in respect of the Purchased Items,
      which
      amount shall be deposited by the Seller, each Servicer and each PSA Servicer
      and
      all other applicable Persons into the Collection Account. The Seller hereby
      agrees to instruct each Servicer, PSA Servicer, Swap Counterparty, each
      counterparty under any other Interest Rate Protection Agreement and all other
      applicable Persons to transfer all Income with respect to the Purchased Items
      in
      accordance with Subsection 5.1(e) of this
      Agreement, who shall hold any funds so received pending application pursuant
      to
      the following sentence. On each Payment Date, any amounts received by the Deal
      Agent and deposited to the Collection Account since the immediately preceding
      Payment Date shall be applied as follows: *first* ,
      to the
      extent not paid, to the payment of all outstanding fees, costs and expenses
      due
      to the Custodian under the Custodial Fee Letter; *second* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *second* ),
      to the
      payment of all fees, costs, expenses and advances then due to the Purchaser
      or
      the Swingline Purchaser, as applicable, pursuant to the Repurchase Documents,
      other than the items covered in *third* through *ninth* ; *third* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *third* ),
      to the
      payment of outstanding Late Payment Fees and Price Differential at the
      Post-Default Rate; *fourth* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *fourth* ),
      to the
      payment of accrued and unpaid Price Differential on the Purchased Assets then
      due to the Purchaser and to the Swap Counterparty any Net Swap Payments then
      due
      to the Swap Counterparty for the current and any prior Payment Dates (other
      than
      Swap Breakage Costs); *fifth* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *fifth* ),
      to the
      extent not previously paid by the Seller, to pay the Repurchase Price for
      Purchased Assets then subject to a request to repurchase in accordance with
      the
      terms of Section 2.3 of this
      Agreement or required to be repaid in accordance with Section 2.16 of this
      Agreement; *sixth* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *sixth* ),
      without limiting the Seller’s obligations to cure Margin Deficits in a timely
      manner in accordance with Section
      2.7 **** of
      this
      Agreement, to the Purchaser for the payment of, as applicable, any Margin
      Deficit outstanding; *seventh* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *seventh* ),
      to the
      extent any Income includes payments or prepayments of principal on the
      underlying Purchased Assets, such payments shall be applied to reduce the
      aggregate Repurchase Price outstanding; provided , however ,
      prior
      to an Event of Default and provided no Margin Deficit is outstanding, only
      an
      amount equal to the product of the Advance Rate and the amount of such principal
      payment or prepayment shall be applied to reduce the Repurchase Price
      outstanding for the related Transaction; *eighth* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *eighth* ),
      without limiting the Seller’s obligations under Section 2.4 of this
      Agreement and to the extent not paid previously by the Seller, to the Purchaser
      for the reduction of the Purchase Price outstanding in accordance with Section 2.4 of this
      Agreement; *ninth* , *pari
      passu* and *pro-rata* (based
      on the amounts owed to such Persons under this clause *ninth* ),
      to the
      payment of Breakage Costs, if any, Swap Breakage Costs, if any, Indemnified
      Amounts, if any, Increased Costs, if any, Additional Amounts, if any, and all
      other amounts then due and owing to the Purchaser, the Swap Counterparty, any
      Affected Party or any other Person pursuant to the Repurchase Documents; and *tenth* ,
      the
      remainder to the Seller, for such purposes as the Seller shall
      determine in its discretion, subject to the Financial Covenants and other
      requirements of the Repurchase Documents; provided , however ,
      that if
      a Margin Deficit, Default or Event of Default has occurred and is continuing,
      amounts collected pursuant to this Section 2.8 of this
      Agreement shall not be transferred to the Seller but shall be retained by the
      Deal Agent as agent for the Secured Parties and applied in reduction of the
      Obligations.




45





**Section** **2** **.** **9**  **Payment,
      Transfer and Custody** **.**





( a )  Unless
      otherwise expressly provided herein, all amounts to be paid or deposited by
      the
      Seller hereunder shall be paid or deposited in accordance with the terms of
      this
      Agreement no later than 1:00 p.m. (EST) on the day when due in lawful money
      of the United States, in immediately available funds and without deduction,
      set-off or counterclaim to the Deal Agent’s Account and if not received before
      such time shall be deemed to be received on the next Business Day. The Seller
      shall, to the extent permitted by Applicable Law, pay to the Deal Agent as
      agent
      for the Secured Parties interest on any amounts not paid when due hereunder
      or
      under the Repurchase Documents at the Post-Default Rate, payable on demand; provided , however ,
      that
      such interest rate shall not at any time exceed the maximum rate permitted
      by
      Applicable Law. Such interest shall be for the account of, and distributed
      to,
      the Purchaser. All computations of interest, Price Differential and fees
      hereunder or under the Fee Letter shall be made on the basis of a year
      consisting of 360 days (other than calculations with respect to the Base Rate
      which shall be based on a year consisting of 365 or 366 days, as applicable)
      for
      the actual number of days (including the first but excluding the last day)
      elapsed. All fees payable hereunder or under the Fee Letter shall accrue on
      the
      same basis as the CP Rate. The Seller acknowledges that it has no rights of
      withdrawal from the foregoing Deal Agent’s Account or from the Collection
      Account or the Securities Account.




46





( b )  Whenever
      any payment hereunder shall be stated to be due on a day other than a Business
      Day, such payment shall be made on the next succeeding Business Day, and such
      extension of time shall in such case be included in the computation of the
      payment of the Price Differential or any fee payable hereunder or under the
      Fee
      Letter, as the case may be.





( c )  If
      any
      Transaction requested by the Seller and approved in writing by the Deal Agent
      pursuant to Sections 2.2 or 2.3 is not,
      for any reason, made or effectuated, as the case may be, on the date specified
      therefor, the Seller shall indemnify the Deal Agent, the Purchaser and each
      Secured Party against any reasonable loss, cost or expense incurred by the
      Deal
      Agent, the Purchaser and each Secured Party including, without limitation,
      any
      loss (including loss of anticipated profits, net of anticipated profits, if
      any,
      in the reemployment of such funds in the manner determined by the Deal Agent
      in
      its discretion), cost and expense incurred by reason of the liquidation or
      reemployment of deposits or other funds acquired by the Deal Agent, the
      Purchaser and any Secured Party to fund or maintain such Transaction. For the
      avoidance of doubt, (i) if the Purchaser issues Commercial Paper Notes in
      reliance on a Confirmation executed by the Seller, which Confirmation is
      irrevocable, and the Transaction is not consummated on the date specified
      therefor for any reason (including the failure to receive a Trust Receipt or
      a
      Table Funded Trust Receipt, as applicable, in a timely manner), the Seller
      shall
      be responsible for the amounts referred to in the preceding sentence (including,
      without limitation, interest and Breakage Costs) in connection with the
      Purchaser’s repayment, holding or any other disposition of such Commercial
      Paper Notes and (ii) even if the Purchaser issues Commercial Paper Notes in
      reliance on an irrevocable Confirmation executed by the Seller, the Purchaser
      will not fund any Purchased Price until the conditions of this Agreement are
      satisfied, including, without limitation, the delivery to the Deal Agent of
      a
      Trust Receipt or Table Funded Trust Receipt, as applicable, as provided in Subsection 2.2(e) of this
      Agreement.





( d )  Any
      Mortgage Asset Files not delivered to the Purchaser or its designee (including
      the Deal Agent or Custodian) are and shall be held in trust by the Seller or
      its
      agent for the benefit of the Purchaser as the owner thereof. The Seller or
      its
      agent shall maintain a copy of the Mortgage Asset File and the originals of
      the
      Mortgage Asset File not delivered to the Purchaser or its designee (including
      the Deal Agent or Custodian). The possession of the Mortgage Asset File by
      the
      Seller or its agent is at the will of the Purchaser for the sole purpose of
      servicing the related Purchased Asset, and such retention and possession by
      the
      Seller or its agent is in a custodial capacity only. Each Mortgage Asset File
      retained or held by the Seller or its agent shall be segregated on the Seller’s
      books and records from the other assets of the Seller or its agent, and the
      books and records of the Seller or its agent shall be marked appropriately
      to
      reflect clearly the sale of the related Purchased Asset to the Purchaser or
      its
      designee. The Seller or its agent shall release custody of the Mortgage Asset
      File only in accordance with written instructions from the Deal Agent, unless
      such release is required as incidental to the servicing of the Purchased Assets
      or is in connection with a repurchase of any Purchased Asset by the Seller,
      in
      each case in accordance with the terms of the Custodial Agreement.





( e )  Notwithstanding
      anything contained in this Agreement to the contrary, all Repurchase Price
      and
      all other Obligations shall be paid in full on or before the Facility Maturity
      Date.





**Section** **2** **.** **10**  **[** **Reserved** **].**





**Section** **2** **.** **11**  **Hypothecation
      or Pledge of Purchased Assets** **.**





Title
      to
      all Purchased Items shall pass to the Purchaser or its designee, and the
      Purchaser or its designee shall have free and unrestricted use of all Purchased
      Items subject to the terms of this Agreement. Nothing in this Agreement shall
      preclude the Purchaser or its designee from engaging in repurchase transactions
      with the Purchased Items or otherwise selling, pledging, syndicating,
      repledging, transferring, hypothecating, or rehypothecating the Purchased Items,
      all on terms that the Deal Agent may determine in its discretion subject,
      however, to the Deal Agent’s and the Purchaser’s obligations to apply Income and
      reconvey the Purchased Assets to the Seller in accordance with the terms hereof.
      Notwithstanding the foregoing, the Purchaser or its designee shall reconvey,
      without recourse, representation or warranty, the Purchased Items to the Seller
      free and clear of all Liens created by the Purchaser or any party claiming
      by or
      through the Purchaser or its designee, in accordance with the terms of this
      Agreement.




47





**Section** **2** **.** **12**  **Fees** **.**





( a )  On
      or
      prior to the Closing Date, the Seller shall pay to the Deal Agent on behalf
      of
      the Purchaser the Commitment Fee agreed to by the Seller and the Purchaser
      in
      the Fee Letter.





( b )  To
      the
      extent not separately paid by the Seller under the Fee Letter, the Price
      Differential, the Unused Fee, the Swingline Fee and all other fees and amounts
      payable under the Fee Letter shall be paid to the Purchaser from the Collection
      Account to the extent funds are available on each Payment Date pursuant to Section 2.8 of this
      Agreement.





( c )  To
      the
      extent not separately paid by the Seller, the Custodian’s fees and expenses
      shall be paid to the Custodian from the Collection Account to the extent funds
      are available on each Payment Date pursuant to Section 2.8 of this
      Agreement.





( d )  The
      Seller shall pay to Moore & Van Allen PLLC, as counsel to the Deal Agent and
      Purchaser, on the Closing Date, its estimated, but reasonable, fees and
      out-of-pocket expenses in immediately available funds and shall pay all
      additional fees and out-of-pocket expenses of Moore & Van Allen PLLC
      (including reasonable fees and expenses incurred in reviewing proposed Mortgage
      Assets for purchase by the Purchaser or its designee, within ten (10) days
      after receiving an invoice for such amounts.




**Section** **2** **.** **13**  **Increased
      Costs; Capital Adequacy; Illegality** **.**





( a )  If
      either
      (i) the introduction of or any change (including, without limitation, any
      change by way of imposition or increase of reserve requirements) in or in the
      interpretation of any law or regulation, or (ii) the compliance by the
      Purchaser ** and/or
      any other Affected Party with any guideline or request from any central bank
      or
      other Governmental Authority (whether or not having the force of law) shall
      (1) subject the Purchaser and/or any other Affected Party to any Tax
      (except for Taxes on the overall net income or franchise of the Purchaser and/or
      any other Affected Party), duty or other charge with respect to any ownership
      interest in the Purchased Items, or any right to enter into Transactions
      hereunder, or on any payment made hereunder, (2) impose, modify or deem
      applicable any reserve requirement (including, without limitation, any reserve
      requirement imposed by the Board of Governors of the Federal Reserve System,
      but
      excluding any reserve requirement, if any, included in the determination of
      the
      Price Differential), special deposit or similar requirement against assets
      of,
      deposits with or for the amount of, or credit extended by, the Purchaser and/or
      any other Affected Party or (3) impose any other condition affecting the
      ownership interest in the Purchased Items conveyed to the Purchaser hereunder
      or
      the Deal Agent’s, the Purchaser’s and/or any other Affected Party’s rights
      hereunder, the result of which is to increase the cost to the Deal Agent, the
      Purchaser and/or any other Affected Party or to reduce the amount of any sum
      received or receivable by the Purchaser and/or any other Affected Party under
      this Agreement, then within ten (10) days after demand by the Deal Agent,
      the Purchaser and/or any other Affected Party (which demand shall be accompanied
      by a statement setting forth the basis for such demand), the Seller shall pay
      directly to the Deal Agent, the Purchaser and/or any other Affected Party such
      additional amount or amounts as will compensate the Purchaser and/or any other
      Affected Party for such additional or increased cost incurred or such reduction
      suffered.




48





( b )  If
      either
      (i) the introduction of or any change in or in the interpretation of any
      law, guideline, rule, regulation, directive or request or (ii) compliance
      by the Purchaser and/or any other Affected Party with any law, guideline, rule,
      regulation, directive or request from any central bank or other Governmental
      Authority or agency (whether or not having the force of law), including, without
      limitation, compliance by the Purchaser and/or any other Affected Party with
      any
      request or directive regarding capital adequacy, has or would have the effect
      of
      reducing the rate of return on the capital of the Purchaser and/or any other
      Affected Party as a consequence of its obligations hereunder or arising in
      connection herewith to a level below that which the Purchaser and/or any other
      Affected Party could have achieved but for such introduction, change or
      compliance (taking into consideration the policies of the Purchaser and/or
      any
      other Affected Party with respect to capital adequacy) by an amount deemed
      by
      the Purchaser and/or any other Affected Party to be material, then from time
      to
      time, within ten (10) days after demand by the Deal Agent on behalf of the
      Purchaser and/or any other Affected Party (which demand shall be accompanied
      by
      a statement setting forth the basis for such demand), the Seller shall pay
      directly to the Deal Agent on behalf of the Purchaser and/or any other Affected
      Party such additional amount or amounts as will compensate the Purchaser and/or
      any other Affected Party for such reduction. For the avoidance of doubt, any
      interpretation of Accounting Research Bulletin No. 51 by the Financial
      Accounting Standards Board shall constitute an adaptation, change, request
      or
      directive subject to this Subsection 2.13(b) .





( c )  If
      as a
      result of any event or circumstance similar to those described in Subsections (a) or (b) of this Section 2.13 ,
      the
      Purchaser or any Affected Party is required to compensate a bank or other
      financial institution providing liquidity **** support,
      credit enhancement or other similar support to such Purchaser or any Affected
      Party in connection with this Agreement or the other Repurchase Documents or
      the
      funding or maintenance of Purchased Items hereunder, then within ten (10)
      days after demand by the Deal Agent on behalf of the Purchaser and any such
      Affected Party, the Seller shall pay to the Deal Agent on behalf of the
      Purchaser and any such Affected Party such additional amount or amounts as
      may
      be necessary to reimburse the Purchaser and any such Affected Party for any
      amounts payable or paid by it.





( d )  In
      determining any amount provided for in this Section 2.13 ,
      the
      Deal Agent, the Purchaser and/or any other Affected Party may use any reasonable
      averaging and attribution methods. The Deal Agent, the Purchaser and/or any
      other Affected Party making a claim under this Section 2.13 shall
      submit to the Seller a written description as to such additional or increased
      cost or reduction and the calculation thereof, which written description shall
      be conclusive absent demonstrable error. Notwithstanding anything to the
      contrary contained in subsections (a) or (b) of this Section 2.13 ,
      the
      Purchaser and/or any other Affected Party shall not seek to impose any such
      Increased Costs on the Seller unless the Purchaser and/or any other Affected
      Party is imposing such Increased Costs on similarly situated sellers or
      borrowers. To the extent possible, the Deal Agent will use its best efforts
      to
      give prior notice to the Seller that there will be Increased Costs incurred.
      If
      the Deal Agent gives notice of Increased Costs and the Seller either accepts
      such Increased Costs or continues to utilize the Facility with knowledge of
      such
      Increased Costs, the Seller shall be obligated to pay such Increased Costs
      before exercising the termination option set forth in the next sentence. If
      the
      proposed Increased Costs exceed 7.5% of the Seller’s Facility costs for the
      preceding year, the Seller shall have the option to terminate the Agreement
      by
      giving three (3) Business Days prior written notice to the Deal Agent and
      remitting to the Deal Agent on or before the effective date of the termination
      all outstanding Obligations (including any Breakage Costs incurred in connection
      with such termination) due to the Purchaser and/or any other Affected Party
      under the Repurchase Documents. If the Seller terminates the Agreement in
      accordance with the preceding sentence, the Seller shall be entitled to a
      pro-rata rebate of the Commitment Fee based on the portion of the three (3)
      year
      Facility that was not used by the Seller.




49





( e )  If
      an
      Affected Party shall notify the Deal Agent that a Eurodollar Disruption Event
      as
      described in clause (a) of the
      definition of “Eurodollar Disruption Event” has occurred, the Deal Agent shall
      in turn so notify the Seller, whereupon all Transactions in respect of which
      the
      Price Differential accrues at the Adjusted Eurodollar Rate shall immediately
      be
      converted into Transactions in respect of which the Price Differential accrues
      at the Base Rate.





( f )  To
      the
      extent possible, the Deal Agent shall use its best efforts to give
      thirty (30) days notice to the Seller that the Purchaser or an Affected
      Party will incur increased costs or other amounts under this Section 2.13 .





( g )  Without
      prejudice to the survival of any other agreement of the Seller hereunder, the
      agreements and obligations of the Seller contained in this Section 2.13 shall
      survive the termination of this Agreement until the expiration of the applicable
      statute of limitations.





**Section** **2** **.** **14**  **Taxes** **.**





( a )  All
      payments made by a Borrower or the Seller, the Guarantor or the Pledgor under
      the Repurchase Documents will be made free and clear of and without deduction
      or
      withholding for or on account of any Taxes. If any Taxes are required to be
      withheld from any amounts payable to the Deal Agent, the Purchaser and/or any
      other Affected Party, then the amount payable to such Person will be increased
      (such increase, the “ Additional
      Amount ”)
      such
      that every net payment made under the Repurchase Documents after withholding
      for
      or on account of any Taxes (including, without limitation, any Taxes on such
      increase) is not less than the amount that would have been paid had no such
      deduction or withholding been deducted or withheld. The foregoing obligation
      to
      pay Additional Amounts, however, will not apply with respect to net income
      or
      franchise taxes imposed on the Deal Agent, the Purchaser and/or any other
      Affected Party, with respect to payments required to be made by the Seller,
      the
      Guarantor or the Pledgor under the Repurchase Documents, by a taxing
      jurisdiction in which the Deal Agent, the Purchaser and/or any other Affected
      Party is organized, conducts business or is paying taxes (as the case may
      be).





( b )  The
      Seller will indemnify the Deal Agent, the Purchaser and/or any other Affected
      Party for the full amount of Taxes payable by such Person in respect of
      Additional Amounts and any liability (including penalties, interest and
      expenses) arising therefrom or with respect thereto. All payments in respect
      of
      this indemnification shall be made within ten (10) days from the date a
      written invoice therefor is delivered to either Seller.





( c )  Within
      thirty (30) days after the date of any payment by the Seller of any Taxes,
      the Seller will furnish to the Deal Agent, at its address set forth under its
      name on the signature pages of this Agreement, appropriate evidence of payment
      thereof.





( d )  If,
      in
      connection with an agreement or other document providing liquidity support,
      credit enhancement or other similar support to the Purchaser or any Affected
      Party in connection with this Agreement or the other Repurchase Documents or
      the
      funding or maintenance of Purchased Items hereunder, the Purchaser or any
      Affected Party is required to compensate a bank or other financial institution
      in **** respect
      of Taxes under circumstances similar to those described in this Section 2.14 ,
      then,
      within ten (10) days after demand by the Deal Agent on behalf of the
      Purchaser and any Affected Party, the Seller shall pay to the Deal Agent on
      behalf of the Purchaser and any Affected Party such additional amount or amounts
      as may be necessary to reimburse the Purchaser and any Affected Party for any
      amounts paid by it.




50





( e )  Without
      prejudice to the survival of any other agreement of the Seller hereunder, the
      agreements and obligations of the Seller contained in this Section
      2.14 shall
      survive the termination of this Agreement until the expiration of the applicable
      statute of limitations.





**Section** **2** **.** **15**  **Obligations
      Absolute** **.**





Except
      as
      set forth to the contrary in the Repurchase Documents, all sums payable by
      the
      Seller and/or the Guarantor hereunder shall be paid without notice, demand,
      counterclaim, setoff, deduction or defense and without abatement, suspension,
      deferment, diminution or reduction, and the obligations and liabilities of
      the
      Seller and the Guarantor hereunder shall in no way be released, discharged,
      or
      otherwise affected (except as expressly provided herein) by reason of:
      (a) any damage to or destruction of or any taking of any Property, any
      Underlying Mortgaged Property, any other collateral for a Purchased Asset or
      any
      portion of the foregoing; (b) any restriction or prevention of or
      interference with any use of any Property, Underlying Mortgaged Property, any
      other collateral for a Purchased Asset or any portion of the foregoing;
      (c) any title defect or encumbrance or any eviction from any Property,
      Underlying Mortgaged Property, any other collateral for a Purchased Asset or
      any
      portion of the foregoing by title paramount or otherwise; (d) any
      Insolvency Proceeding relating to any of the Seller, the Guarantor, a Borrower
      or any obligor, account debtor or indemnitor under the Mortgage Loan Documents
      or any Affiliate of the foregoing, or any action taken with respect to this
      Agreement or any other Repurchase Document by any trustee or receiver of any
      of
      the Seller, the Guarantor, a Borrower or any obligor, account debtor or
      indemnitor under the Mortgage Loan Documents or any Affiliate of the foregoing,
      or by any court, in any such proceeding; (e) any claim that the Seller has
      or might have against the Deal Agent, the Purchaser, and/or any Affected Party
      or any Affiliate; (f) any default or failure on the part of the Deal Agent,
      the Purchaser, and/or any Affected Party or any Affiliate to perform or comply
      with any of the terms of this Agreement, the Repurchase Documents, the
      Engagement Letter or of any other agreement with the Seller, the Guarantor
      or
      any Affiliate of the foregoing; (g) the invalidity or unenforceability of
      any Purchased Asset or any of the Mortgage Loan Documents; (h) any failure,
      refusal or inability of a Borrower to pay any obligation due under the Mortgage
      Loan Documents; or (i) any other occurrence whatsoever, whether similar or
      dissimilar to the foregoing, whether or not any of the Seller, the Guarantor
      or
      any Affiliate of the foregoing shall have notice or knowledge of any of the
      foregoing.”





**Section** **2** **.** **16**  **Swingline
      Purchasers** **.**





( a )  During
      the Facility Period, the Seller may request a Swingline Purchase by delivering
      a
      written request therefor (which may be by email) to the Deal Agent and the
      Swingline Purchaser (a “ Swingline
      Funding Request ”)
      by
      2:00 p.m. on the proposed Purchase Date. Each purchase by the Swingline
      Purchaser shall be in a minimal amount of $500,000 and shall be irrevocable.
      Provided the Deal Agent has determined in its discretion to enter into the
      related Transaction that is the subject of the Swingline Funding Request, the
      Swingline Purchaser determines in its discretion to make such Swingline Purchase
      and all other terms and conditions set forth in Articles II and III are
      satisfied on the proposed Purchase Date or waived by the Deal Agent or the
      Purchaser in their discretion, the Swingline Purchaser shall fund the Swingline
      Purchase by 5:00 p.m. on the proposed Purchase Date in the manner provided
      in Subsection 2.2(f) .
      If any
      Swingline Funding Request is received by the Deal Agent and the Swingline
      Purchaser after 2:00 p.m. on the Business Day for which such Swingline
      Purchase is requested or on a day that is not a Business Day, such Swingline
      Funding Request shall be deemed to be received by the Deal Agent and the
      Swingline Purchaser at 9:00 a.m. on the next following Business Day. The
      Seller shall deliver no more than two (2) Swingline Funding Requests in any
      calendar week. The aggregate Purchase Price for all outstanding Transactions
      subject to Swingline Purchases shall not at any time exceed the Swingline
      Maximum Amount. In the event the Swingline Purchaser funds more than
      three (3) Swingline Purchases in any calendar month, the Seller shall pay
      to the Deal Agent on behalf of the Swingline Purchaser a Swingline Fee.
      Swingline Purchases are revolving and may be repaid and readvanced in the
      Swingline Purchaser’s discretion.




51





( b )  Notwithstanding Articles
      II and III of this
      Agreement, VFCC hereby agrees that if the Swingline Purchaser funds any
      Swingline Purchase, VFCC shall acquire the related Purchased Asset from the
      Swingline Purchaser by reimbursing the Swingline Purchaser the Repurchase Price
      for such Swingline Purchase not later than 5:00 p.m. one (1) Business
      Day after the Swingline Purchaser funds such Swingline Purchase. The Seller
      hereby authorizes and instructs VFCC to acquire the related Purchased Asset
      from
      the Swingline Purchaser by reimbursing the Swingline Purchaser in the manner
      described in this Subsection 2.16(b) .
      Upon
      the payment of the Repurchase Price for a Swingline Purchase to the Swingline
      Purchaser, such Purchased Asset shall continue to be a Purchased Asset under
      the
      Repurchase Documents and VFCC shall thereafter be the Purchaser thereof, and
      the
      Seller shall have no further liability to the Swingline Purchaser on account
      of
      such purchase.




**Section** **2** **.** **17**  **Temporary
      Increases** **.**





During
      the Temporary Increase Period, provided there exists no Event of Default and
      the
      Purchaser has agreed in its discretion to a Temporary Increase Amount of the
      Maximum Amount in accordance with the definition thereof, the Temporary Increase
      Provisions shall be applicable in accordance with the terms
      thereof.





**ARTICLE** **III**





**CONDITIONS** **TO** **TRANSACTIONS**





**Section** **3** **.** **1**  **Conditions
      to Closing and Initial Purchase** **.**





Neither
      the Deal Agent nor the Purchaser shall not be obligated to enter into any
      Transaction hereunder nor shall the Deal Agent or the Purchaser be obligated
      to
      take, fulfill or perform any other action hereunder until the following
      conditions have been satisfied, in the discretion of, or waived in writing
      by,
      the Deal Agent:





( a )  The
      Deal
      Agent shall be in receipt of good standing certificates, secretary certificates
      (or the equivalent) and copies of the Authority Documents and applicable
      resolutions of the Seller, the Guarantor and the Pledgor evidencing, as
      applicable, the corporate or other authority for the Seller, the Guarantor
      and
      the Pledgor with respect to the execution, delivery and performance of the
      Repurchase Documents and each of the other documents to be delivered by the
      Seller, the Guarantor and the Pledgor from time to time in connection
      herewith;





( b )  This
      Agreement, the Guaranty and each other Repurchase Document shall have been
      duly
      executed by, and delivered to, the parties thereto and such documents shall
      be
      in form and substance satisfactory to the Deal Agent;





( c )  UCC
      financing statements shall have been filed against the Seller and the Pledgor
      in
      the appropriate filing office;





( d )  Each
      of
      the Seller and the Pledgor shall have delivered to the Deal Agent a duly
      executed Power of Attorney in the form of Exhibit IV ;




52





( e )  The
      Deal
      Agent shall be in receipt of such Opinions of Counsel from the counsel to the
      Seller, the Guarantor and the Pledgor and an Opinion of Counsel from in-house
      counsel to the Custodian as the Deal Agent may require, each in form and
      substance satisfactory to the Deal Agent in its reasonable discretion,
      including, without limitation, corporate opinions and perfection
      opinions;





( f )  The
      Deal
      Agent shall be in receipt of the Servicing Agreements and the Pooling and
      Servicing Agreements (if any), certified as true, correct and complete copies
      of
      the originals, together with the Servicer Redirection Notices, fully executed by
      the Seller and any applicable Servicer;





( g )  The
      Deal
      Agent as agent for the Secured Parties shall have received payment from the
      Seller of the fees payable under the Fee Letter and the amount of actual costs
      and expenses, including, without limitation, the reasonable fees and expenses
      of
      counsel to the Deal Agent and Purchaser as contemplated by Section 2.12 and Section 13.8 of this
      Agreement, incurred by the Deal Agent and/or Purchaser in connection with the
      development, preparation and execution of this Agreement, the other Repurchase
      Documents and any other documents prepared in connection herewith or therewith;





( h )  The
      Deal
      Agent shall have completed to its satisfaction such due diligence as it may
      require in its discretion and obtained internal credit approval of the Facility;





( i )  the
      Deal
      Agent shall have received UCC searches with respect to the Seller and the
      Pledgor, which search results shall be satisfactory to the Deal Agent in its
      discretion;





( j )  The
      Deal
      Agent shall have received all such other and further documents, certifications,
      reports, approvals and legal opinions as the Deal Agent may reasonably require
      and which are customary for a transaction of this type;





( k )  no
      Applicable Law shall prohibit or render it unlawful, and no order, judgment
      or
      decree of Governmental Authority shall prohibit, enjoin or render it unlawful,
      to enter into the Facility or any Transaction;





( l )  the
      Seller, the Guarantor and the Pledgor shall each be in compliance in all
      material respects with all Applicable Laws (including Anti-Terrorism Laws),
      Contractual Obligations and all Indebtedness, each shall have obtained all
      required consents, approvals and/or waivers of all necessary Persons, if any,
      including all requisite Governmental Authorities, if any, to the execution,
      delivery and performance of this Agreement and the other Repurchase Documents
      to
      which each is a party and the consummation of the transactions contemplated
      hereby or thereby;





( m )  any
      and
      all consents, approvals and waivers applicable to the Purchased Items shall
      have
      been obtained;





( n )  the
      Deal
      Agent is in receipt of pro-forma Financial Covenant calculations;
      and





( o )  no
      Material Adverse Effect has occurred.





**Section** **3** **.** **2**  **Conditions
      Precedent to all Transactions** **.**





The
      Deal
      Agent’s and the Purchaser’s agreement to enter into each Transaction (including
      the initial Transaction) is subject to the satisfaction of the following further
      conditions precedent, both immediately prior to entering into such Transaction
      and also after giving effect to the consummation thereof and the intended use
      of
      the proceeds of the sale:





( a )  no
      Applicable Law shall prohibit or render it unlawful, and no order, judgment
      or
      decree of Governmental Authority shall prohibit, enjoin or render it unlawful,
      to enter into such Transaction by the Deal Agent or the Purchaser in accordance
      with the provisions of this Agreement or any other transaction contemplated
      herein;




53





( b )  the
      Seller, the Guarantor, each Servicer and each PSA Servicer shall have delivered
      to the Deal Agent all reports and other information required to be delivered
      as
      of the date of such Transaction;





( c )  the
      Deal
      Agent shall have received a written Transaction Request, the related
      Underwriting Package and the related Seller Asset Schedule;





( d )  the
      Seller shall have delivered a Confirmation, via Electronic Transmission, in
      accordance with the procedures set forth in Section
      2.2 of this
      Agreement, the Mortgage Asset shall be an Eligible Asset (unless waived by
      the
      Deal Agent in its discretion) and the Deal Agent shall have approved in writing
      the purchase of the Eligible Asset to be included in such Transaction in its
      discretion and shall have obtained all necessary internal credit and other
      approvals for such Transaction;





( e )  no
      Default or Event of Default shall have occurred and be continuing, no Margin
      Deficits are outstanding (unless the Transaction shall eliminate the Margin
      Deficit), and no Material Adverse Effect has occurred;





( f )  the
      Deal
      Agent shall have received a Compliance Certificate in the form of Exhibit VIII attached
      hereto (“ Compliance
      Certificate ”)
      from a
      Responsible Officer of the Seller and the Guarantor that, among other things:
      (A) shows in detail the calculations demonstrating that, after giving
      effect to the requested Transaction, the aggregate Purchase Price of the
      Transactions outstanding shall not exceed the Maximum Amount, (B) the
      Seller, the Guarantor and the Pledgor have in all material respects observed
      or
      performed all of their covenants and other agreements, and satisfied in all
      material respects every condition, contained in this Agreement, the Repurchase
      Documents and the related documents to be observed, performed or satisfied
      by
      them, and that such Responsible Officer has obtained no knowledge of any Default
      or Event of Default except as specified in such certificate, (C) states
      that all representations and warranties contained in the Repurchase Documents
      are true and correct in all material respects on and as of such day as though
      made on and as of such day and shall be deemed to be made on such day,
      (D) shows that the Seller and NorthStar are in compliance with the
      Financial Covenants and, on a quarterly basis as provided in Subsection 5.1(q)(i)(B) of this
      Agreement, showing in detail the calculations supporting the certification
      of
      the Seller’s and NorthStar’s compliance with the Financial Covenants,
      (E) and discloses the status of each Interest Rate Protection Agreement
      described under clause (ii) of the
      definition thereof;





( g )  subject
      to the Deal Agent’s right to perform one or more due diligence reviews pursuant
      to Section 13.20 of this
      Agreement, the Deal Agent shall have completed, in accordance with Section 2.2 of this
      Agreement, its due diligence review of the Mortgage Asset, the Mortgage Asset
      File and the Underwriting Package for each proposed Mortgage Asset and such
      other documents, records, agreements, instruments, mortgaged properties or
      information relating to such Mortgage Asset as the Deal Agent in its discretion
      deems appropriate to review, and such reviews shall be satisfactory to the
      Deal
      Agent in its discretion;





( h )  with
      respect to any Eligible Asset to be purchased hereunder on the related Purchase
      Date that is not serviced by the Seller, the Seller shall have provided to
      the
      Deal Agent copies of the related Servicing Agreements and the Pooling and
      Servicing Agreements, certified as true, correct and complete copies of the
      originals, together with Servicer Redirection Notices fully executed by the
      Seller and the Servicer;




54





( i )  the
      Deal
      Agent as agent for the Secured Parties shall have received all reasonable fees
      and expenses of the Deal Agent and the Purchaser and counsel to the Deal Agent
      and the Purchaser as contemplated by Section 2.12 and Section 13.8 of this
      Agreement and the Fee Letter, and the Deal Agent as agent for the Secured
      Parties shall have received the reasonable costs and expenses incurred by them
      in connection with the entering into of any Transaction hereunder, including,
      without limitation, costs associated with due diligence recording or other
      administrative expenses necessary or incidental to the execution of any
      Transaction hereunder, which amounts, at the Deal Agent’s option, may be
      withheld from the sale proceeds of any Transaction hereunder;





( j )  for
      each
      Non-Table Funded Purchased Asset, the Deal Agent shall have received from the
      Custodian on each Purchase Date a Trust Receipt (along with a completed Mortgage
      Asset File Checklist attached thereto) and an Asset Schedule and Exception
      Report with respect to each Eligible Asset, each dated the Purchase Date, duly
      completed and, in the case of the Asset Schedule and Exception Report, with
      exceptions acceptable to the Deal Agent in its discretion in respect of Eligible
      Assets to be purchased hereunder on such Business Day. In the case of a Table
      Funded Purchased Asset or Swingline Purchase, the Deal Agent shall have received
      on the related Purchase Date the Table Funded Trust Receipt and all other items
      described in the second (2nd) sentence of Subsection 2.2(e) ,
      each in
      form and substance satisfactory to the Deal Agent in its discretion, provided
      that the Deal Agent subsequently receives the items described in Subsection 2.2(d) and (e) **** and
      the
      other delivery requirements under the Custodial Agreement on or before the
      date
      and time specified herein and therein, which items shall be in form and
      substance satisfactory to the Deal Agent in its discretion;





( k )  the
      Deal
      Agent shall have received from the Seller a Warehouse Lender’s Release Letter,
      if applicable, or a Seller’s Release Letter covering each Eligible Asset to be
      sold to the Purchaser or its designee;





( l )  prior
      to
      the purchase of any Eligible Asset acquired (by purchase or otherwise) by the
      Seller from any Affiliate of Seller, the Deal Agent shall have received
      certified copies of the applicable Purchase Agreements (if any) and, if
      requested by the Deal Agent in its reasonable discretion, a True Sale
      Opinion;





( m )  on
      and as
      of such day, the Seller, the Guarantor, the Pledgor and the Custodian shall
      have
      performed all of the covenants and agreements contained in the Repurchase
      Documents to be performed by such Person at or prior to such day;





( n )  the
      Repurchase Date for such Transaction is not later than the earlier of (i)
      Facility Maturity Date and (ii) 364 calendar days from the Purchase Date
      (subject to the Refinance Option);





( o )  the
      Deal
      Agent shall have received evidence satisfactory to the Deal Agent that the
      Seller has delivered an irrevocable instruction to each Servicer, PSA Servicer
      or other applicable Person to pay Income with respect to the Purchased Items
      directly to the Collection Account, as provided herein, which instructions
      may
      not be modified without the prior written consent of the Deal Agent, and the
      Seller shall have delivered all notices and instructions and obtained all
      certifications, acknowledgments, agreements and registrations required to
      perfect any CMBS Security;





( p )  both
      immediately prior to the requested Transaction and also after giving effect
      thereto and to the intended use thereof, all representations and warranties
      made
      by each of the Seller, the Guarantor and the Pledgor shall be true, correct
      and
      complete on and as of such Purchase Date in all material respects with the
      same
      force and effect as if made on and as of such date;




55





( q )  the
      Deal
      Agent shall be in receipt of the evidence of insurance (if any) required by Section 9.1 of the
      Custodial Agreement;





( r )  none
      of
      the following shall have occurred and/or be continuing:





( i )  an
      event
      or events shall have occurred in the good faith determination of the Deal Agent
      resulting in the effective absence of a “repo market” or related “lending
      market” for purchasing (subject to repurchase) or financing debt obligations
      secured by commercial mortgage loans or securities, or an event or events shall
      have occurred resulting in the Purchaser not being able to finance Mortgage
      Assets through the “repo market” or “lending market” with traditional
      counterparties at rates that would have been reasonable prior to the occurrence
      of such event or events;





( ii )  an
      event
      or events shall have occurred resulting in the effective absence of a
“securities market” for securities backed by Mortgage Assets or commercial or
      multifamily real property, or an event or events shall have occurred resulting
      in the Purchaser not being able to sell securities backed by Mortgage Assets
      or
      commercial or multifamily real property at prices that would have been
      reasonable prior to such event or events; or





( iii )  there
      shall have occurred a material adverse change in the financial condition of
      the
      Purchaser that affects (or can reasonably be expected to affect) materially
      and
      adversely the ability of the Purchaser to fund its obligations under this
      Agreement;





( s )  after
      giving effect to the requested Transaction, the aggregate outstanding Purchase
      Price of the Transactions outstanding shall not exceed the Asset Value of all
      the Purchased Assets subject to outstanding Transactions or the Maximum Amount;





( t )  **[** **Reserved** **]** ;





( u )  the
      Deal
      Agent shall have received all such other and further documents, reports,
      certifications, approvals and legal opinions as the Deal Agent in its discretion
      shall reasonably require; and





( v )  for
      each
      Preferred Equity Interest, the applicable Seller has executed and delivered
      all
      instruments and documents and has taken all further action reasonably necessary
      and desirable or that the Deal Agent has reasonably requested in order to
      (i) perfect and protect the security interest of the Deal Agent as agent
      for the Secured Parties in such Preferred Equity Interest (including, without
      limitation, execution and delivery of one or more control agreements reasonably
      acceptable to the Deal Agent, and any and all other actions reasonably necessary
      to satisfy the Deal Agent that the Deal Agent as agent to the Secured Parties
      has obtained a first priority perfected security interest in such Preferred
      Equity Interest); (ii) enable the Deal Agent as agent to the Secured
      Parties to exercise and enforce its rights and remedies hereunder in respect
      of
      such Preferred Equity Interest; and (iii) otherwise effect the purposes of
      this Agreement, including, without limitation and if requested by the Deal
      Agent, having delivered to the Deal Agent irrevocable proxies in respect of
      such
      Preferred Equity Interest.





( w )  to
      the
      extent the Mortgage Loan Documents for the related Eligible Asset contain
      notice, cure and other provisions in favor of a pledgee of the Eligible Asset
      under a repurchase or warehouse facility, and without prejudice to the sale
      treatment of the Eligible Asset to the Purchaser or its designee, the Seller
      shall provide evidence to the Deal Agent that the Seller has given notice to
      the
      applicable Persons of the Deal Agent’s and the Purchaser’s or its designee’s
      interest in such Eligible Asset and otherwise satisfied any other applicable
      requirements under such pledgee provisions so that the Deal Agent and the
      Purchaser or its designee are entitled to receive the benefits and exercise
      the
      rights of a pledgee under the terms of such pledgee provisions contained in
      the
      related Mortgage Loan Documents;




56





The
      failure of the Seller or the Guarantor, as applicable, to satisfy any of the
      foregoing conditions precedent in respect of any Transaction shall, unless
      such
      failure was expressly waived in writing by the Deal Agent on or prior to the
      related Purchase Date, give rise to a right of the Deal Agent, which right
      may
      be exercised at any time on the demand of the Deal Agent, to rescind the related
      Transaction and direct the Seller to pay to the Deal Agent as agent for the
      Secured Parties an amount equal to the Purchase Price, the Price Differential,
      Breakage Costs and other amounts due in connection therewith during any such
      time that any of the foregoing conditions precedent were not
      satisfied.





**ARTICLE** **IV**





**REPRESENTATIONS
      AND WARRANTIES**





**Section** **4** **.** **1**  **Representations
      and Warranties** **.**





The
      Seller represents and warrants, as of the date of this Agreement and any
      Transaction hereunder and at all times while any Repurchase Document and any
      Transaction hereunder is in full force and effect, as follows:





( a )  Organization
      and Good Standing .
      Each of
      the Seller and the Guarantor has been duly organized, and is validly existing
      as
      a limited liability company, with respect to each Seller, and as a corporation
      or limited partnership, as applicable, with respect to the Guarantor, in good
      standing, under the laws of the state of its organization or formation, with
      all
      requisite power and authority to own or lease its Properties and conduct its
      business as such business is presently conducted, and had, at all relevant
      times, and now has, all necessary power, authority and legal right to acquire,
      own, sell and pledge the Purchased Items.





( b )  Due
      Qualification .
      Each of
      the Seller and the Guarantor is duly qualified to do business and is in good
      standing as a limited liability company, corporation or partnership, as
      applicable, and has obtained all necessary licenses and approvals, in all
      jurisdictions in which the ownership or lease of its Property or the conduct
      of
      its business requires such qualification, licenses or approvals.





( c )  Power
      and Authority; Due Authorization; Execution and Delivery .
      Each of
      the Seller and the Guarantor (i) has all necessary power, authority and
      legal right (A) to execute and deliver the Repurchase Documents to which it
      is a party, (B) to carry out and perform the terms of the Repurchase
      Documents to which it is a party, and (C)  to sell, assign and pledge the
      Purchased Items on the terms and conditions provided herein but subject to
      the
      terms of the Mortgage Loan Documents, and (ii) has duly authorized by all
      necessary corporate or limited liability company action, as applicable,
      (A) the execution, delivery and performance of the Repurchase Documents to
      which it is a party, and (B) the sale, assignment and pledge of the
      Purchased Items on the terms and conditions herein provided. The Repurchase
      Documents to which the Seller or the Guarantor is a party have been duly
      executed and delivered by the Seller and the Guarantor.





( d )  Binding
      Obligation .
      Each of
      the Repurchase Documents to which each of the Seller and the Guarantor is a
      party constitutes a legal, valid and binding obligation of the Seller and the

      Guarantor, enforceable against the Seller and the Guarantor in accordance with
      its respective terms, except as such enforceability may be limited by Insolvency
      Laws and by general principles of equity (whether considered in a suit at law
      or
      in equity).




57





( e )  No
      Violation or Defaults .
      The
      consummation of the transactions contemplated by the Repurchase Documents to
      which each of the Seller and the Guarantor is a party and the fulfillment of
      the
      terms of the Repurchase Documents will not (i) conflict with, result in any
      breach of any of the terms and provisions of, or constitute (with or without
      notice or lapse of time or both) a default under, the Seller’s or the
      Guarantor’s, as applicable, Authority Documents or any material Indebtedness,
      Guarantee Obligation or Contractual Obligation of the Seller or the Guarantor,
      as applicable, (ii) result in the creation or imposition of any Lien (other
      than Permitted Liens) upon any of the Seller’s or the Guarantor’s Properties
      pursuant to the terms of any such Indebtedness, Contractual Obligation or
      Guarantee Obligation other than this Agreement, or (iii) violate any
      Applicable Law.





( f )  No
      Proceedings .
      There
      is no litigation, proceeding or investigation pending or, to the best knowledge
      of the Seller or the Guarantor, threatened in writing against the Seller or
      the
      Guarantor, before any Governmental Authority (i) asserting the invalidity
      of the Repurchase Documents, (ii) seeking to prevent the consummation of
      any of the transactions contemplated by the Repurchase Documents to which the
      Seller or the Guarantor is a party, or (iii) seeking any determination or
      ruling that could reasonably be expected to have Material Adverse
      Effect.





( g )  All
      Consents Required .
      All
      approvals, authorizations, consents, orders or other actions of any Person
      or of
      any Governmental Authority (if any) required for the due execution, delivery
      and
      performance by the Seller and the Guarantor of the Repurchase Documents to
      which
      each is a party (including the transfer of and the grant of a security interest
      in the Purchased Items) have been obtained, effected, waived or given and are
      in
      full force and effect.





( h )  Bulk
      Sales .
      The
      execution, delivery and performance of this Agreement and the other Repurchase
      Documents and the transactions contemplated hereby and thereby do not require
      compliance with any “bulk sales” act or similar law by the Seller or the
      Guarantor.





( i )  Solvency .
      None of
      this Agreement, any other Repurchase Document or any Transaction hereunder
      is
      entered into in contemplation of insolvency or with intent to hinder, delay
      or
      defraud any of the Seller’s or the Guarantor’s creditors. The transfer of the
      Purchased Items subject hereto, the obligation to repurchase such Purchased
      Items and the entering into of the Repurchase Documents (including the Guaranty)
      are not undertaken with the intent to hinder, delay or defraud any of the
      Seller’s or the Guarantor’s creditors. As of each Purchase Date, the Seller and
      the Guarantor are and will be Solvent, and the transfer and sale of the
      Purchased Items pursuant hereto, the obligation to repurchase such Purchased
      Items and the entering into of the Repurchase Documents (including the Guaranty)
      will not render any such party not Solvent. No petition in bankruptcy has been
      filed against either Seller or the Guarantor in the last ten (10) years,
      and neither the Seller nor the Guarantor has in the last ten (10) years
      made an assignment for the benefit of creditors or taken advantage of any debtor
      relief laws.





( j )  Tax
      Liens .
      Each of
      the Seller and the Guarantor have timely filed returns for and, subject to
      the
      next sentence, paid all applicable federal, state, and local Taxes. The Seller
      and the Guarantor represents and warrants that there are no delinquent federal,
      state, city, county or other Taxes relating to such Person, the Purchased Items
      or any arrangement pursuant to which the Purchased Items are issued, except
      those relating to the Seller or Guarantor that are being contested by such
      Person, in good faith and with respect to which payment has been stayed by
      a
      court of competent jurisdiction.




58





( k )  Exchange
      Act Compliance; Regulations T, U and X .
      None of
      the Transactions contemplated herein (including, without limitation, the use
      of
      the proceeds from the sale of the Purchased Items) will violate or result in
      a
      violation of Section 7 of the Exchange Act, or any regulations issued
      pursuant thereto, including, without limitation, Regulations T, U and X.
      Neither the Seller nor the Guarantor owns or intends to carry or purchase,
      and
      no proceeds from the Transactions will be used to carry or purchase, any “margin
      stock” within the meaning of Regulation U or to extend “purpose credit”
within the meaning of Regulation U.





( l )  Environmental
      Matters .
      With
      respect to Properties of the Seller or the Guarantor other than Purchased
      Assets:





( i )  No
      Properties owned or leased by the Seller or the Guarantor and, to the knowledge
      of the Seller and the Guarantor, no Properties formerly owned or leased by
      the
      Seller or the Guarantor, or any Subsidiaries thereof, contain, or have
      previously contained, any Materials of Environmental Concern in amounts or
      concentrations that constitute or constituted a violation of, or reasonably
      could be expected to give rise to liability under, Environmental
      Laws;





( ii )  Each
      of
      the Seller and the Guarantor is in compliance, and has in the last five (5)
      years (or such shorter period as the Seller and/or the Guarantor shall have
      been
      in existence) been in compliance, with all applicable Environmental Laws, and,
      to the knowledge of the Seller and the Guarantor, there is no violation of
      any
      Environmental Laws that reasonably could be expected to interfere with the
      continued operations of the Seller or the Guarantor;





( iii )  Neither
      the Seller nor the Guarantor has received any notice of violation, alleged
      violation, non-compliance, liability or potential liability under any
      Environmental Law, nor does the Seller or the Guarantor have knowledge that
      any
      such notice will be received or is being threatened;





( iv )  Materials
      of Environmental Concern have not been transported or disposed of by the Seller
      or the Guarantor (including any employee or agent of either the Seller or the
      Guarantor) in violation of, or in a manner or to a location that reasonably
      could be expected to give rise to liability under, any applicable Environmental
      Law, nor has any of them generated, treated, stored or disposed of at, on or
      under any of the Properties in violation of, or in a manner that reasonably
      could be expected to give rise to liability under, any applicable Environmental
      Law;





( v )  No
      judicial proceedings or governmental or administrative action is pending, or,
      to
      the knowledge of the Seller or the Guarantor, threatened, under any
      Environmental Law to which the Seller or the Guarantor is or will be named
      as a
      party, nor are there any consent decrees or other decrees, consent orders,
      administrative orders or other orders, or other administrative or judicial
      requirements arising out of judicial proceedings or governmental or
      administrative actions, outstanding under any Environmental Law to which the
      Seller or the Guarantor is a party;





( vi )  There
      has
      been no release or, to the best knowledge of the Seller and the Guarantor,
      threat of release of Materials of Environmental Concern in violation of or
      in
      amounts or in a manner that reasonably could be expected to give rise to
      liability under any Environmental Law for which the Seller or the Guarantor
      may
      become liable; and





( vii )  To
      the
      best knowledge of the Seller and the Guarantor, each of the representations
      and
      warranties set forth in the preceding clauses (i) through (vi) is true
      and correct with respect to each parcel of real property owned or operated
      by
      the Seller or the Guarantor.




59





( m )  Security
      Interest .





( i )  This
      Agreement and the other Repurchase Documents constitute a valid transfer to
      the
      Purchaser or its designee of all right, title and interest of the Seller in,
      to
      and under all Purchased Items, free and clear of any Lien of any Person claiming
      through or under the Seller, the Guarantor, the Pledgor or any of their
      Affiliates, except for Permitted Liens and the Seller’s repurchase rights
      described herein, and is enforceable against creditors of and purchasers from
      the Seller. If the conveyances contemplated by this Agreement are determined
      to
      be transfers for security, then this Agreement constitutes a grant of a security
      interest in all Purchased Items to the Deal Agent as agent for the Secured
      Parties, that, upon the delivery of the Confirmations, the Assignments and
      Mortgage Asset Files to the Custodian and the filing of the financing statements
      described in Subsection 3.1(c) ,
      shall
      be a first priority perfected security interest in all Purchased Items to the
      extent such Purchased Items can be perfected by possession, by filing or
      control, subject only to Permitted Liens. Neither the Seller nor any Person
      claiming through or under the Seller shall have any claim to or interest in
      the
      Collection Account or the Securities Account, except for the interest of the
      Seller in such property as a debtor for purposes of the UCC;





( ii )  Other
      than the Lien and transfers contemplated hereunder, the Seller has not sold,
      assigned, pledged, encumbered or otherwise conveyed any of the Purchased Items
      to any Person, and, immediately prior to the sale to the Purchaser or its
      designee, the Seller was the sole owner of such Purchased Items, and the Seller
      owns and has good and marketable title to the Purchased Items
      free and clear of any Lien (other than Permitted Liens);





( iii )  The
      Seller has received all consents and approvals, if any, required by the terms
      of
      any Purchased Items to the sale and granting of a security interest in the
      Purchased Items hereunder to the Deal Agent as agent for the Secured
      Parties;





( iv )  Upon
      execution and delivery of the Account Agreement and the Securities Account
      Agreement, the Purchaser or its designee shall either be the owner of, or have
      a
      valid and fully perfected first priority security interest in, the Collection
      Account and the Securities Account and the securities ,
      deposits, investment property and other Purchased Items contained
      therein;





( v )  The
      Seller has not authorized the filing of and is not aware of any financing
      statements against the Seller as debtor that include a description of collateral
      covering the Purchased Items other than any financing statement (A) that
      has been terminated, or (B) granted pursuant to this Agreement. The Seller
      is not aware of the filing of any judgment or tax Lien filings against the
      Seller;





( vi )  None of the
      Mortgage Loan Documents has any marks or notations indicating that it has been
      pledged, assigned or otherwise conveyed to any Person other than the Deal Agent
      as agent for the Secured Parties.





( n )  Tradenames .
      The
      exact legal name of each of the Seller is set forth on the signature pages
      to
      this Agreement. The Seller has no trade names, fictitious names, assumed names
      or “doing business as” names or other names under which it has done or is doing
      business.




60




( o )  Value
      Given .
      The
      Seller shall have given reasonably equivalent value to each Transferor
      in **** consideration
      for the transfer to the Seller of the Purchased Items under the applicable
      Purchase Agreement, no such transfer shall have been made for or on account
      of
      an antecedent debt owed by the Transferor thereunder to the Seller, and no
      such
      transfer is or may be voidable or subject to avoidance under any section of
      the
      Bankruptcy Code.





( p )  Certain
      Tax Matters .
      Each of
      the Seller and the Guarantor represents, warrants, acknowledges and agrees,
      that
      it does not intend to treat any Transaction or any related transactions
      hereunder as being a “reportable transaction” (within the meaning of United
      States Treasury Department Regulation Section 1.6011-4). In the event
      that the Seller or the Guarantor determines to take any action inconsistent
      with
      such intention, it will promptly notify the Deal Agent. If the Seller or the
      Guarantor so notifies the Deal Agent, the Seller or Guarantor, as applicable,
      acknowledges and agrees that the Deal Agent, the Purchaser and each Affected
      Party may treat each Transaction as part of a transaction that is subject to
      United States Treasury Department Regulation Section 301.6112-1, and
      the Deal Agent will maintain the lists and other records required by such
      Treasury Regulation.





( q )  Compliance
      with Anti-Terrorism Laws .
      Neither
      the Seller, the Guarantor nor the Pledgor (i) is or will be in violation of
      any Anti-Terrorism Law, (ii) is or will be a Prohibited Person,
      (iii) conducts any business or engages in any transaction or dealing with
      any Prohibited Person, including the making or receiving any contribution of
      funds, goods or services to or for the benefit of any Prohibited Person,
      (iv) deals in, or otherwise engages in any transaction relating to, any
      property or interests in property blocked pursuant to Executive Order No. 13224,
      (v) engages in or conspires to engage in any transaction that evades or
      avoids, or has the purpose of evading or avoiding, or attempts to violate,
      any
      of the prohibitions set forth in any Anti-Terrorism Law, (vi) has more than
      10% of its assets in a Prohibited Person or derives more than 10% of its
      operating income from direct or indirect investments in, or transactions with,
      any Prohibited Person, and (vii) engages in or will engage in any of the
      foregoing activities in the future. To the extent applicable, each of the
      Seller, the Guarantor and the Pledgor has established an adequate anti-money
      laundering compliance program as required by the Anti-Terrorism Laws, has
      conducted the requisite due diligence in connection with the origination or
      acquisition of each Mortgage Asset and each Purchased Asset for purposes of
      the
      Anti-Terrorism Laws, including with respect to the legitimacy of the applicable
      Borrower and the origin of the assets used by the said Borrower to purchase
      the
      property in question, and maintains, and will maintain, sufficient information
      to identify the applicable Borrower for purposes of the Anti-Terrorism Laws.
      No
      Mortgage Asset or Purchased Asset is subject to nullification pursuant to any
      Anti-Terrorism Law, no Mortgage Asset is in violation of any Anti-Terrorism
      Law,
      and no Borrower is in violation of or adversely affected by the provisions
      of
      any Anti-Terrorism Law nor listed as a Prohibited Person. The proceeds of any
      Purchase Price have not been used and shall not be used to fund any operations
      in, finance any investments or activities in or make any payments to a
      Prohibited Person.





( r )  Compliance
      with FCPA .
      Each of
      the Seller, the Guarantor and the Pledgor are in compliance with the Foreign
      Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, *et
      seq.* ,
      and any
      foreign counterpart thereto. Neither the Seller, the Guarantor nor the Pledgor
      has made a payment, offering or promise to pay, or authorized the payment of,
      money or anything of value (a) in order to assist in obtaining or retaining
      business for or with, or directing business to, any foreign official, foreign
      political party, party official or candidate for foreign political office,
      (b) to a foreign official, foreign political party or party official or any
      candidate for foreign political office, and (c) with the intent to induce
      the recipient to misuse his or her official position to direct business
      wrongfully to such Seller, the Guarantor, the Pledgor or to any other Person,
      in
      violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, *et
      seq.*




61





( s )  Investment
      Company Act .
      Neither
      of the Seller nor the Guarantor is required to register as or is controlled
      by
      an entity required to register as an “investment company” within the meaning of
      the 40 Act.





( t )  ERISA
      Compliance .
      (A)
      Neither the Seller nor Guarantor has established nor maintained any Plan; and
      (B) each of Seller and Guarantor either (1) qualifies as an Operating Company;
      (2) complies with an exception set forth in the Plan Asset Regulations such
      that
      the assets of such Person would not be subject to Title I of ERISA or Section
      4975 of the Internal Revenue Code; or (3) does not hold any Plan Assets that
      are
      subject to ERISA.





( u )  Compliance .
      Each of
      the Seller and the Guarantor has complied in all material respects (i) with
      all Applicable Laws to which it may be subject, and no Purchased Item
      contravenes any Applicable Laws (including, without limitation, laws, rules
      and
      regulations relating to licensing, truth in lending, fair credit billing, fair
      credit reporting, equal credit opportunity, fair debt collection practices
      and
      privacy) and (ii) all Contractual Obligations, Indebtedness and Guarantee
      Obligations.





( v )  Income .
      The
      Seller acknowledges that all Income received by it or its Affiliates and the
      Servicers and PSA Servicers with respect to the Purchased Items sold hereunder
      are held in trust and shall be held in trust for the benefit of the Deal Agent
      as agent for the Secured Parties until deposited into the Collection Account
      as
      required herein.





( w )  Set-Off,
      etc .
      No
      Purchased Item has been compromised, adjusted, extended, satisfied,
      subordinated, rescinded, set-off or modified by the Seller, the Guarantor or
      any
      Affiliate of the foregoing, and no Purchased Item is subject to compromise,
      adjustment, extension (except as set forth in the related Mortgage Asset File),
      satisfaction, subordination, rescission, set-off, counterclaim, defense,
      abatement, suspension, deferment, deduction, reduction, termination or
      modification, whether arising out of transactions concerning the Purchased
      Item
      or otherwise, by the Seller, the Guarantor or any Affiliate of the foregoing,
      except for amendments to such Purchased Items otherwise permitted under Subsection 6.5(c) of this
      Agreement.





( x )  Full
      Payment .
      The
      Seller or the Guarantor has knowledge of any fact that should
      lead it to expect that any Purchased Asset will not be paid in
      full.





( y )  Ongoing
      Representations .
      On the
      Purchase Date for each Transaction and on each day that a Purchased Asset
      remains subject to this Agreement, the Seller shall be deemed to restate and
      make each of the representations and warranties made by it in this Section
      4.1 of this
      Agreement.





( z )  Eligibility
      of Purchased Assets .
      With
      respect to each Purchased Asset, to the Seller’s actual knowledge, except as
      disclosed to the Deal Agent, the Seller is not aware of any material exception
      to or non-compliance with the eligibility criteria set forth on Schedule 1 to this
      Agreement applicable to such Purchased Asset.





( aa )  Acting
      as Principal .
      The
      Seller will engage in such Transactions as principal, or, if agreed in writing
      in advance of any Transaction by the Deal Agent, as agent for a disclosed
      principal.





( bb )  No
      Broker .
      Neither
      the Seller, the Guarantor nor any Affiliate of the foregoing has dealt with
      any
      broker, investment banker, agent or other Person, except for the Deal Agent
      or
      the Purchaser (or an Affiliate of the Deal Agent or the Purchaser), who may
      be
      entitled to any commission or compensation in connection with the sale of
      Purchased Assets pursuant to this Agreement.




62





( cc )  Ability
      to Perform .
      Neither
      the Seller nor the Guarantor believes, nor do they have any reason or cause
      to
      believe, that it cannot perform each and every agreement and covenant contained
      in the Repurchase Documents applicable to it and to which it is a
      party.





( dd )  No
      Event of Default .
      No
      Default or Event of Default has occurred and is continuing
      hereunder.





( ee )  Financial
      Condition .
      The
      audited consolidated balance sheet of NorthStar and its Consolidated
      Subsidiaries as of the fiscal year ending December 31, 2006 provided to the
      Deal Agent and the related audited consolidated statements of income and
      retained earnings and of cash flows for the year then ended, setting forth
      in
      each case in comparative form the figures for the previous year, reported on
      without a “going concern” or like qualification arising out of the scope of the
      audit conducted by Grant Thornton, copies of which have heretofore been
      furnished to the Deal Agent, are complete and correct and present fairly in
      all
      material respects the consolidated financial condition of NorthStar and its
      Consolidated Subsidiaries of the foregoing as of such date, and the consolidated
      results of their operations and their consolidated cash flows for the fiscal
      year then ended. All such financial statements, including the related schedules
      and notes thereto (if any), have been prepared in accordance with GAAP applied
      consistently throughout the periods involved (except as disclosed therein).
      Neither NorthStar nor any of its Consolidated Subsidiaries had, as of the date
      of the most recent balance sheet referred to above, any material contingent
      liability or liability for taxes, or any long term lease or unusual forward
      or
      long term commitment, including, without limitation, any interest rate or
      foreign currency swap or exchange transaction or other financial derivative,
      that is not reflected in the foregoing statements or in the notes thereto.
      Except as otherwise disclosed publicly, during the period from December 31,
      2006 to and including the date hereof, there has been no sale, transfer or
      other
      disposition by the Seller, the Guarantor or any Consolidated Subsidiaries of
      the
      foregoing of any material part of their business or Property and no purchase
      or
      other acquisition of any business or Property (including any Equity Interest
      of
      any other Person) material in relation to the consolidated financial condition
      of the Seller, the Guarantor or any Consolidated Subsidiaries of the foregoing
      on the date hereof.





( ff )  Servicing
      Agreements .
      The
      Seller has delivered to the Deal Agent all Servicing Agreements and all Pooling
      and Servicing Agreements with respect to the Purchased Assets, and, to the
      best
      of the Seller’s knowledge, no material default or event of default exists
      thereunder.





( gg )  True
      and Complete Disclosure .
      Each of
      the Seller and the Guarantor represents and warrants that the information,
      reports, financial statements, exhibits and schedules furnished in writing
      by or
      on behalf of the Seller or the Guarantor to the Deal Agent, the Purchaser or
      the
      other Affected Parties in connection with the negotiation, preparation or
      delivery of this Agreement and the other Repurchase Documents or included herein
      or therein or delivered pursuant hereto or thereto, when taken as a whole,
      do
      not contain any untrue statement of material fact or knowingly omit to state
      any
      material fact necessary to make the statements herein or therein, in light
      of
      the circumstances under which they were made, not misleading. There is no fact
      known to the Seller or the Guarantor, after due inquiry, that would reasonably
      be expected to have a Material Adverse Effect that has not been disclosed herein
      or in a report, financial statement, exhibit, schedule, disclosure letter or
      other writing furnished to the Deal Agent, the Purchaser or the other Affected
      Parties for use in connection with the transactions contemplated hereby or
      thereby. All written information furnished after the date hereof by or on behalf
      of the Seller or the Guarantor to the Deal Agent, the Purchaser or the other
      Affected Parties in connection with this Agreement or the other Repurchase
      Documents and the transactions contemplated hereby and thereby will be true,
      complete and accurate in all material respects, or (in the case of projections)
      based on reasonable estimates, on the date as of which such information is
      stated or certified.




63





( hh )  No
      Reliance .
      Each of
      the Seller and the Guarantor has made its own independent decisions to enter
      into the Repurchase Documents and each Transaction and as to whether such
      Transaction is appropriate and proper for it based upon its own judgment and
      upon advice from such advisors (including, without limitation, legal counsel
      and
      accountants) as it has deemed necessary. Each of the Seller and the Guarantor
      is
      not relying upon any advice from the Deal Agent, the Purchaser or any Affected
      Party as to any aspect of the Transactions, including, without limitation,
      the
      legal, accounting or tax treatment of such Transactions.





( ii )  Seller’s
      Indebtedness .
      The
      Seller has no Indebtedness or Contractual Obligations other than
      (i) ordinary trade payables, (ii) in connection with Mortgage Assets
      originated or acquired for this Facility, (iii) the Repurchase Documents
      and (i vii )
      the
      Wachovia Repurchase Facility. The Seller has no Guarantee
      Obligations.





( jj )  Insurance .
      Each of
      the Seller and the Guarantor has and maintains, with respect to its Properties
      and business, insurance which meets the requirements of Subsection
      5.1(y) of this
      Agreement. In addition, the Seller shall maintain the insurance required by Section 5.7 of the
      Custodial Agreement.





( kk )  Purchased
      Assets .
      (i) There are no outstanding rights, options, warrants or agreements for
      the purchase, sale or issuance of the Purchased Assets created by, through,
      or
      as a result of the Seller’s or the Guarantor’s actions or inactions;
      (ii) there are no agreements on the part of the Seller or the Guarantor to
      issue, sell or distribute the Purchased Assets, other than this Agreement,
      and
      (iii) other than this Agreement, the Seller has no obligation (contingent
      or otherwise) to purchase, redeem or otherwise acquire any securities or any
      interest therein or to pay any dividend or make any distribution in respect
      of
      the Purchased Assets.





( ll )  Subsidiaries .
      The
      Seller is a Subsidiary of the Guarantor. The Seller does not have any
      Subsidiaries.





( mm )  Separateness .
      As of
      the date hereof, the Seller (i) owns no assets, and does not engage in any
      business, other than the assets and transactions intended to be transferred
      to
      the Purchaser or its designee under this Agreement; (ii) has not incurred
      any indebtedness or obligation, secured or unsecured, direct or indirect,
      absolute or contingent (including guaranteeing any obligation), other than
      (A) with respect to Retained Interests, (B) commitments to make loans
      which may become Eligible Assets, and (C) as permitted herein;
      (iii) has not made any loans or advances to any Affiliate other than loans
      to the Guarantor that have been disclosed in writing to and approved in writing
      by the Deal Agent, and has not acquired obligations or securities of its
      Affiliates; (iv) has paid its debts and liabilities (including, as
      applicable, shared personnel and overhead expenses) only from its own assets;
      (v) complies with the provisions of its organizational documents;
      (vi) does all things necessary to observe organizational formalities and to
      preserve its existence, and has not amended, modified or otherwise changed
      its
      Authority Documents other than as the same have been heretofore amended, or
      suffered same to be amended, modified or otherwise changed other than as the
      same have been heretofore amended; (vii) maintains all of its books,
      records, financial statements and bank accounts separate from those of its
      Affiliates (except that such financial statements may be consolidated to the
      extent consolidation is required under GAAP consistently applied or as a matter
      of Applicable Law); (viii) is, and at all times holds itself out to the
      public as, a legal entity separate and distinct from any other entity (including
      any Affiliate), corrects any known misunderstanding regarding its status as
      a
      separate entity, conducts business in its own name, and does not identify itself
      or any of its Affiliates as a division or part of the other; (ix) maintains
      adequate capital for the normal obligations reasonably foreseeable in a business
      of its size and character and in light of its contemplated business operations;
      (x) does not engage in or suffer any direct change of ownership,
      dissolution, winding up, liquidation, consolidation or merger in whole or in
      part; (xi) does not commingle its funds or other assets with those of any
      Affiliate or any other Person; (xii) maintains its accounts separately from
      those of any Affiliate or any other Person; (xiii) does not hold itself out
      to be responsible for the debts or obligations of any other Person;
      (xiv) has not (A) filed or consented to the filing of any Insolvency
      Proceeding with respect to the Seller, instituted any proceedings under any
      applicable Insolvency Law or otherwise sought any relief under any laws relating
      to the relief from debts or the protection of debtors generally with respect
      to
      the Seller, (B) sought or consented to the appointment of a receiver,
      liquidator, assignee, trustee, sequestrator, custodian or any similar official
      for the Seller or a substantial portion of its properties or (C) made any
      assignment for the benefit of the Seller’s creditors; (xv) has at least
      one (1) Independent Director or such greater number as required by the Deal
      Agent or any Rating Agency; (xvi) maintains an arm’s length relationship
      with its Affiliates; (xvii) uses separate stationary, invoices and checks;
      and (xviii) allocates fairly and reasonably any overhead for shared office
      space.




64





( nn )  No
      Defenses .
      To the
      actual knowledge of the Seller and the Guarantor, there are no defenses,
      offsets, counterclaims, abatements, rights of rescission or other claims, legal
      or equitable, available to the Seller or the Guarantor or any other Person
      with
      respect to this Agreement, the Engagement Letter, the Repurchase Documents,
      any
      other instrument, document and/or agreement described herein or therein
      (including, without limitation, the validity or enforceability of any of the
      foregoing) or with respect to the obligation of the Seller and the Guarantor
      to
      repay the Aggregate Unpaids and other amounts due hereunder.





( oo )  REIT
      Status .
      Subject
      to Subsection 5.1(kk) to the
      Agreement, NorthStar qualifies as a REIT.





( pp )  Financial
      Statements .
      Each of
      the Seller and the Guarantor represents and warrants that, since the date of
      the
      financial statements heretofore most recently delivered by such Person (which
      such Person represents and warrants to be the most recent financial statement),
      there has been no development or event (or prospective development or event),
      that would constitute a Material Adverse Effect.





( qq )  Interest
      Rate Protection Agreements .
      Each of
      the Seller and the Guarantor represents and warrants that no “default” has
      occurred or is continuing under any Interest Rate Protection
      Agreement.





( rr )  Assignments .
      The
      Assignments do not violate any provisions of the underlying Mortgage Loan
      Documents , such
      documents do not contain any express or implied prohibitions on sales or
      assignments of the Purchased Assets to national banks, and such agreements
      are
      valid, binding and enforceable against the Seller.





**ARTICLE** **V**





**COVENANTS**




**Section** **5** **.** **1**  **Covenants** **.**





( a )  Compliance
      with Laws and Contractual Obligations .
      The
      Seller and the Guarantor shall comply in all material respects with all
      Applicable Laws (including Environmental Laws), including those with respect
      to
      the Purchased Assets or any part thereof, and shall comply, and perform all
      duties and obligations under, all Contractual Obligations, Indebtedness and
      Guarantee Obligations (including, without limitation, its duties and obligations
      under the Mortgage Loan Documents). No part of the proceeds of any Transaction
      shall be used for any purpose which violates, or would be inconsistent with,
      the
      provisions of Regulation T, U or X.




65





( b )  Corporate
      Existence .
      The
      Seller and the Guarantor shall continue to engage in business of the same
      general type as now conducted by it and shall preserve and maintain its company
      existence, rights, franchises and privileges in the jurisdiction of its
      formation and will qualify and remain qualified in good standing as a
      corporation or other entity in each jurisdiction where the failure to preserve
      and maintain such existence, rights, franchises, privileges and qualification
      has had, or could reasonably be expected to have, a Material Adverse
      Effect.





( c )  Performance
      and Compliance with Purchased Assets. The
      Seller will, at its expense, timely and fully perform and comply (or as
      applicable cause the Transferors, Servicers and PSA Servicers to perform and
      comply) with all provisions, covenants, duties, agreements, obligations and
      other promises required to be observed under the Purchased Items, all other
      agreements related to such Purchased Items, including the Mortgage Loan
      Documents, and the Retained Interests.





( d )  Keeping
      of Records and Books of Account .
      Subject
      to the Seller’s document retention policy, the Seller will maintain and
      implement administrative and operating procedures (including, without
      limitation, an ability to recreate records evidencing the Purchased Items in
      the
      event of the destruction of the originals thereof) and will keep and maintain
      all documents, books, records and other information reasonably necessary or
      advisable in which complete entries are made in accordance with GAAP and
      Applicable Laws.





( e )  Delivery
      of Income .
      The
      Seller will deposit and cause all Servicers and other applicable Persons to
      deposit all Income received in respect of the Purchased Items into the
      Collection Account within two (2) Business Days of receipt thereof. The
      Seller shall instruct all PSA Servicers and other applicable Persons under
      the
      Pooling and Servicing Agreements to deposit into the Collection Account within
      two (2) Business Days of the date the PSA Servicer is obligated to disburse
      the same under the Pooling and Servicing Agreements all Income in respect of
      the
      Purchased Items and the Seller shall take reasonable steps necessary to enforce
      such instructions. The Seller will instruct the Swap Counterparty under the
      Swap
      Documents and all other counterparties under other Interest Rate Protection
      Agreements to deposit any payments due to the Seller from time to time under
      the
      Swap Documents and the other Interest Rate Protection Agreements into the
      Collection Account within two (2) Business Days of the date such Person is
      obligated to disburse same and the Seller shall take reasonable steps to enforce
      such instructions. Furthermore, the Seller shall remit or cause to be remitted
      to the Deal Agent via Electronic Transmission sufficient detail to enable the
      Deal Agent to appropriately identify the Purchased Asset to which any full
      or
      partial principal payment or prepayment applies.





( f )  Notices .
      The
      Seller and the Guarantor will furnish written notice to the Deal Agent and
      the
      Swap Counterparty with respect to the following:





( i )  Representations .
      Promptly upon notice or knowledge thereof, notice of (A) any representation
      or
      warranty set forth in Section 4.1 of this
      Agreement was incorrect at the time it was given or deemed to have been given
      or
      (B) any eligibility criteria set forth in Schedule 1 to this
      Agreement is or was not satisfied in any material respect at any
      time;





( ii )  Covenants .
      Promptly upon notice or knowledge thereof, notice of any material default with
      respect to any covenant, duty or agreement of the Seller, the Guarantor or
      the
      Pledgor under any Repurchase Document;





( iii )  Material
      Events .
      Promptly upon becoming aware thereof, notice of any material change in the
      Asset
      Value of any Purchased Asset, any material change in the market value of any
      or
      all of the Seller’s or Guarantor’s assets or any other event or circumstance
      that, in the reasonable judgment of the Seller or the Guarantor, is likely
      to
      have a Material Adverse Effect;




66





( iv )  Event
      of Default .
      The
      Seller and the Guarantor shall immediately notify the Deal Agent upon the Seller
      or the Guarantor becoming aware of any event which would constitute a Default
      or
      an Event of Default;





( v )  Casualty .
      With
      respect to any Purchased Asset hereunder, promptly upon notice or knowledge
      thereof that the Underlying Mortgaged Property has been damaged by waste, fire,
      earthquake or earth movement, flood, tornado or other casualty, or otherwise
      damaged so as to affect materially and adversely the Asset Value of such
      Purchased Asset;





( vi )  Liens .
      Promptly upon notice or knowledge of any Lien or security interest on, or claim
      asserted against, any Purchased Asset or the Pledged Collateral other than
      Permitted Liens;





( vii )  Defaults .
      Promptly upon notice or knowledge thereof, notice of (A) any material
      default (beyond any applicable notice and cure period) related to any Purchased
      Items or the Mortgage Loan Documents, or (B) any default (beyond any
      applicable notice and cure period) under any Contractual Obligation,
      Indebtedness or Guarantee Obligation of the Seller or the Guarantor, which,
      if
      not cured, could reasonably be expected to have a Material Adverse
      Effect;





( viii )  Servicers .
      Promptly upon notice or knowledge thereof, notice of the resignation or
      termination of any Servicer under any Servicing Agreement with respect to any
      Purchased Items or any PSA Servicer under a Pooling and Servicing
      Agreement;





( ix )  Losses .
      Promptly upon notice or knowledge thereof, notice of any loss or expected loss
      in respect of any Purchased Item, or any other event or change in circumstances
      or expected event or change in circumstances that could be reasonably be
      expected to result in a material decline in value or cash flow of any Purchased
      Item or any Underlying Mortgaged Property;





( x )  **[** **Reserved** **]** ;
      and





( xi )  Proceedings .
      As soon
      as possible and in any event within five (5) Business Days after the Seller
      or the Guarantor receives notice or obtains knowledge thereof, notice of any
      settlement of, material judgment (including a material judgment with respect
      to
      the liability phase of a bifurcated trial) in or commencement of any labor
      controversy (of a material nature), litigation, action, suit, arbitration or
      proceeding before any court or governmental department, commission, board,
      bureau, agency, arbitrator, investigation or instrumentality, domestic or
      foreign, affecting (A) the Purchased Items, (B) the Repurchase
      Documents, (C) the Purchaser’s interest in the Purchased Items, or
      (D) the Seller or the Guarantor and, with respect to this clause (D) only,
      the amount in controversy exceeds $250,000 with respect to the Seller and/or
      $1,000,000 with respect to the Guarantor.





Each
      notice pursuant to this Subsection 5.1(f) shall be
      accompanied by an Officer’s Certificate from the Seller and/or the Guarantor, as
      applicable, setting forth details of the occurrence referred to therein and
      stating what action the Seller or the Guarantor has taken or proposes to take
      with respect thereto.





( g )  Purchased
      Items Not to be Evidenced by Instruments .
      Neither
      the Seller nor the Guarantor will take any action to cause any Purchased Item
      that is not, as of the applicable Purchase Date, evidenced by an Instrument
      to
      be so evidenced except in connection with the enforcement or collection of
      such
      Purchased Items.




67





( h )  Limitations
      on Liens .
      Without
      the prior written consent of the Deal Agent, the Seller will not:
      (i) except in connection with the sale of any Purchased Asset in the
      ordinary course of business prior to an Event of Default, assign, sell,
      transfer, pledge, grant, create, incur, assume or suffer or permit to exist
      any
      security interest in or Lien on any of the Purchased Items to anyone except
      the
      Deal Agent as agent for the Secured Parties, (ii) permit any financing
      statement (except any financing statements in favor of the Deal Agent as agent
      for the Secured Parties) or assignment (except for any assignments in favor
      of
      the Deal Agent as agent for the Secured Parties) to be on file in any public
      office with respect thereto, (iii) permit or suffer to exist any Lien or
      right of others to attach to any of the Purchased Items (or any portion
      thereof), except as contemplated by this Agreement, or (iv) consent to any
      amendment or supplement to the Mortgage Loan Documents pursuant to which the
      Purchased Assets were issued or created that would materially and adversely
      affect the interests of the Deal Agent or the Secured Parties hereunder or
      with
      respect to the Purchased Items without the prior written consent of Deal Agent
      or (v) sell, pledge, transfer, assign, participate or grant a Lien on its
      interest under the Repurchase Documents or the Purchased Items.





( i )  Lien
      Covenants .
      With
      respect to each Purchased Item acquired by the Purchaser or its designee, the
      Seller will (i) take all action reasonably requested by the Deal Agent to
      perfect, protect and more fully evidence the Purchaser’s or its designee’s
      ownership of and first priority perfected security interest in such Purchased
      Item, including, without limitation, executing or causing to be executed such
      other instruments or notices as may be necessary or appropriate and
      (ii) taking all additional action that the Deal Agent may reasonably
      request to perfect, protect and more fully evidence the respective interests
      of
      the parties to this Agreement and the Repurchase Documents in such Purchased
      Items. Immediately upon notice to the Seller of a Lien or any circumstance
      which, if adversely determined would be reasonably likely to give rise to a
      Lien
      (other than in favor of the Deal Agent as agent for the Secured Parties or
      created by or through the Purchaser or the Deal Agent), on any of the Purchased
      Items, the Seller shall notify the Deal Agent and the Seller shall further
      defend the Purchased Items against, and will take such other action as is
      necessary to remove, any Lien or claim on or to the Purchased Items (other
      than
      any Lien created under this Agreement), and the Seller will defend the right,
      title and interest of the Deal Agent as agent for the Secured Parties and the
      Purchaser in and to any of the Purchased Items against the claims and demands
      of
      all Persons whomsoever.





( j )  Deposits .
      The
      Seller will not deposit or otherwise credit, or cause or permit to be so
      deposited or credited, to the Collection Account cash or cash proceeds other
      than Income in respect of Purchased Items. The Seller will not deposit or
      otherwise credit, or cause or permit to be so deposited or credited, to the
      Securities Account any item except uncertificated CMBS Securities that are
      Purchased Assets and all cash, property, proceeds, securities or investment
      property with respect to such Purchased Assets. The Seller shall perform all
      of
      its obligations under the Account Control Agreement and Securities Account
      Control Agreement.





( k )  Change
      of Name or Location of Asset Files .
      The
      Seller shall not (i) change its name, organizational number, identity,
      structure or jurisdiction of formation, move the location of its principal
      place
      of business and chief executive office, or change the offices where it keeps
      the
      records (as defined in the UCC) from the location referred to in on the
      signature page to this Agreement, or (ii) move, or consent to the Custodian
      moving, the Mortgage Asset Files from the location thereof on the Closing Date,
      unless the Seller has given at least thirty (30) days’ prior written notice
      to the Deal Agent and its counsel.





( l )  Exceptions .
      The
      Seller shall promptly correct any and all Exceptions set forth on any Asset
      Schedule and Exception Report to the extent same are able to be cured by the
      Seller in a commercially reasonable manner.




68





( m )  ERISA
      Matters .
      Each of
      the Seller and the Guarantor will not without the prior approval of the Deal
      Agent, establish or maintain any Plan, nor take any action that would (i) cause
      it to fail to qualify as an Operating Company or (ii) cause it to fail to
      otherwise meet an exception under the Plan Asset Regulations which would prevent
      the assets of such Person from being subject to Title I of ERISA or Section
      4975
      of the Code.





( n )  Purchase
      Agreements; Servicing Agreements .
      The
      Seller or the Guarantor will not materially amend, modify, waive or terminate
      any provision of any Purchase Agreement, Servicing Agreement or Pooling and
      Servicing Agreement without the prior written consent of the Deal Agent, which
      consent shall not be unreasonably withheld.





( o )  Compliance
      with Anti-Terrorism Laws .
      The
      Seller, the Guarantor and the Pledgor shall comply with all applicable
      Anti-Terrorism Laws. The Seller shall conduct the requisite due diligence in
      connection with the origination or acquisition of each Mortgage Asset for
      purposes of complying with the Anti-Terrorism Laws, including with respect
      to
      the legitimacy of the applicable Borrower, obligor or account debtor and the
      origin of the assets used by the said Borrower, obligor or account debtor to
      purchase the property in question, and will maintain sufficient information
      to
      identify the applicable Borrower, obligor or account debtor for purposes of
      the
      Anti-Terrorism Laws. Neither the Seller, the Guarantor nor the Pledgor shall
      engage in any conduct described in Subsections 4.1(q)
      and (r) .
      The
      Seller, the Guarantor and the Pledgor shall, upon the request of the Deal Agent
      from time to time, provide certification and other evidence of the Seller’s, the
      Guarantor’s and the Pledgor’s compliance with this Subsection 5.1(o) .





( p )  Financial
      Statements .
      The
      Seller and the Guarantor shall deliver to the Deal Agent:





( i )  as
      soon
      as available, and in any event within forty-five (45) calendar days after
      the end of the first three fiscal quarters of the Seller
      and the Guarantor ,
      the
      unaudited consolidated balance sheets for the Seller and the Guarantor as at
      the
      end of such period and the related unaudited consolidated statements of income
      and retained earnings and of cash flows for the Seller and the Guarantor for
      such period and the portion of the fiscal year through the end of such period,
      accompanied by an Officer’s Certificate from the Seller and the
      Guarantor , which
      certificate shall state that said consolidated financial statements fairly
      present in all material respects the consolidated financial condition and
      results of operations of the Seller or the Guarantor, as applicable, in
      accordance with GAAP, consistently applied, as at the end of, and for, such
      period (subject to normal year-end adjustments);





( ii )  as
      soon
      as available, and in any event within ninety (90) days after the end of
      each fiscal year of the Seller and the Guarantor, the audited (in the case
      of
      the Guarantor only) or the signed (in the case of the Seller only) consolidated
      balance sheets of the Seller and the
      Guarantor, as applicable, as at
      the end of such fiscal year and the related consolidated statements of income
      and retained earnings and of cash flows for  the
      Seller and the
      Guarantor for such
      year, and, in the case of the Guarantor only, setting forth in each case in
      comparative form the figures for the previous year, accompanied by an opinion
      thereon of independent certified public accountants of recognized national
      standing, which opinion shall not be qualified as to scope of audit or going
      concern and shall state that said consolidated financial statements fairly
      present the consolidated financial condition and results of operations of the
      Guarantor as at
      the end of, and for, such fiscal year in accordance with GAAP;





( iii )  with
      respect to each Purchased Asset, if provided to the Seller, the Guarantor or
      any
      Servicer or PSA Servicer by any Borrower under any Purchased Asset, as soon
      as
      available, but in any event not later than forty-five (45) days after the end
      of
      each fiscal quarter of the Seller, the operating statement and rent roll for
      each Underlying Mortgaged Property; provided , however ,
      the
      Deal Agent reserves the right in its discretion to request such information
      on a
      monthly basis (to be provided no later than thirty (30) days after the end
      of each month) but the Seller’s failure to obtain such information shall not be
      a breach of this covenant provided the related Purchased Asset with respect
      to
      which information was not provided is included in the Facility for less than
      six (6) months;




69





( iv )  with
      respect to each Purchased Asset, if provided to the Seller or the Guarantor
      by
      any Borrower under any Purchased Asset, as soon as available, but in any event
      not later than thirty (30) days after receipt thereof, the annual balance
      sheet with respect to such Borrower ;





( v )  with
      respect to each Purchased Asset, as soon as available but in any event not
      later
      than thirty (30) days after receipt thereof, (A) the related monthly
      securitization report, if any, and any other reports delivered under the Pooling
      and Servicing Agreements to the Seller or the Guarantor, if any, and,
      (B) within forty-five (45) days after the end of each quarter, a copy
      of the standard monthly exception report (if any), prepared by the Seller in
      the
      ordinary course of its business in respect of the related Purchased Asset or
      Underlying Mortgaged Property; and





( vi )  from
      time
      to time such other information regarding the financial condition, operations
      or
      business of the Seller and the Guarantor as the Deal Agent may reasonably
      request.





All
      such
      financial statements shall be complete and correct in all material respects
      and
      shall be prepared in reasonable detail and in accordance with GAAP applied
      consistently throughout the periods reflected therein and with prior periods
      (except as approved by such accountants or officer, as the case may be, and
      disclosed therein); provided ,
      that
      any financial statements delivered by the Seller or the Guarantor with respect
      to any Borrower under any Underlying Mortgage Loan shall be delivered to the
      Deal Agent in the form received by the Seller or the Guarantor.





( q )  Certificates;
      Other Information .
      The
      Seller and the Guarantor shall furnish to the Deal Agent:





( i )  (A) concurrently
      with the delivery of the annual financial statements referred to in Subsection 5.1(p) above, a
      certification from the independent certified public accountant reporting on
      such
      financial statements stating that, in making the examination necessary
      therefore, no information was obtained of any Defaults or Events of Default
      except as specified in such certificate, and (B) concurrently with the
      delivery of the financial statements referred to in Subsection 5.1(p) above and in
      connection with the delivery of each Confirmation, a Compliance Certificate
      from
      a Responsible Officer of the Seller and the Guarantor, which Compliance
      Certificate shall, among other things, describe in detail, on a quarterly basis,
      the calculations supporting the Responsible Officer’s certification of the
      Seller’s and NorthStar’s compliance with the Financial Covenants;





( ii )  (A) within
      thirty (30) days of the end of each calendar quarter, the Seller shall
      provide the Deal Agent with a quarterly report, which report shall include,
      among other items, a summary of the Seller’s delinquency and loss experience
      with respect to Purchased Assets serviced by the Seller, any Servicer, any
      PSA
      Servicer or any designee of the foregoing, the Seller’s internal risk rating,
      the Seller’s and any Servicer’s or PSA Servicer’s surveillance reports on the
      Purchased Assets, and the operating statements, occupancy status and other
      property level information with respect to each Purchased Asset, (B) within
      ten
      (10) days of receipt thereof by the Seller, any Servicer or PSA Servicer, any
      remittance reports with respect to the servicing of any Purchased Items and
      (C) promptly, any such additional reports as the Deal Agent may reasonably
      request with respect to the Seller, any Servicer or PSA Servicer servicing
      the
      portfolio, or pending originations of Mortgage Assets;




70





( iii )  no
      later
      than the fifteenth (15th) day of each month, with respect to each Purchased
      Asset, a Purchased Asset Data Summary, substantially in the form of Exhibit IX (“ Purchased
      Asset Data Summary ”),
      properly completed;





( iv )  the
      Seller shall promptly deliver or cause to be delivered to the Deal Agent
      (i) any report or material notice received by the Seller from any Borrower
      or obligor under the Purchased Items promptly following receipt thereof and
      (ii) any other such document or information relating to the Purchased Items
      as the Deal Agent may reasonably request in writing from time to
      time;





( v )  promptly,
      any modifications or additions to the items contained in the Underwriting
      Package; and





( vi )  promptly,
      such additional financial and other information as the Deal Agent may from
      time
      to time reasonably request.





( r )  Prohibition
      of Fundamental Changes .
      The
      Seller or the Guarantor shall not enter into any transaction of merger or
      consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
      suffer any liquidation, winding up or dissolution) or sell all or substantially
      all of its assets; provided , however ,
      that
      the Seller or the Guarantor may merge or consolidate with (i) any wholly
      owned Subsidiary of such Person, or (ii) any other Person if (A) the
      Seller or the Guarantor is the surviving corporation or (B) if the
      surviving entity is not in the Deal Agent’s reasonable opinion materially weaker
      in its financial condition (in the aggregate) than the prior entities pre-merger
      or pre-consolidation; provided , that ,
      (x) if after giving effect thereto, no Event of Default would exist
      hereunder, (y) if such merger or consolidation would adversely affect the
      Swap Counterparty, the Swap Counterparty has consented thereto, and (z) the
      new entity (if any) assumes the obligations, liabilities and Indebtedness under
      the Repurchase Documents and the Swap Documents.





( s )  Transactions
      with Affiliates .
      The
      Seller may enter into any transaction with an Affiliate, provided that such
      transaction is upon fair and reasonable terms no less favorable to the Seller
      than it would obtain in a comparable arm’s length transaction with a Person that
      is not an Affiliate; provided , however ,
      that in
      no event shall the Seller transfer to the Purchaser or its designee hereunder
      any Eligible Asset acquired by the Seller from an Affiliate of the Seller unless
      the Seller shall have delivered a certified copy of the related Purchase
      Agreement and, if requested by the Deal Agent in its reasonable discretion,
      a
      True Sale Opinion has been delivered to the Deal Agent prior to such
      sale.





( t )  Sub-Limit .
      The
      Seller shall not sell to the Purchaser or its designee any Eligible Asset if,
      after giving effect to such Transaction, a Sub-Limit would be exceeded, unless
      waived in advance in writing by the Deal Agent in its discretion.





( u )  Limitation
      on Distributions .
      The
      Seller or the Guarantor shall not declare or make any payment on account of,
      or
      set apart assets for, a sinking or other analogous fund for the purchase,
      redemption, defeasance, retirement or other acquisition of any equity or
      partnership interest of the Seller or the Guarantor, as applicable, whether
      now
      or hereafter outstanding, or make any other distribution in respect thereof,
      either directly or indirectly, whether in cash or property or in obligations
      of
      Seller or the Guarantor, as applicable, except that the Seller and the
      Guarantor, as applicable, each may declare and pay dividends in accordance
      with
      its respective Authority Documents, and without restriction as to amount, so
      long as, in the case of the Seller and the Guarantor, (i) no Default or
      Event of Default shall have occurred, (ii) no Margin Deficit is outstanding
      and (iii) the distribution of such funds will not violate any Financial
      Covenant. Notwithstanding the preceding sentence and irrespective of the
      occurrence of the events described in clauses (i) , (ii) or (iii) of the
      immediately preceding sentence, the Guarantor may at all times pay dividends
      either (A) as required by Applicable Law to maintain its REIT status and/or
      (B)
      to its preferred equity holders.




71





( v )  Financial
      Covenants .





( i )  Maintenance
      of Liquidity .
      For
      each Test Period, NorthStar shall not permit its Liquidity for such Test Period
      to be less than $15,000,000, at least $7,500,000 of which shall consist of
      cash
      or Cash Equivalents.





( ii )  Maintenance
      of Tangible Net Worth .
      For
      each Test Period, NorthStar shall not permit NorthStar’s and its Consolidated
      Subsidiaries’ Tangible Net Worth at any time to be less than the sum of
      (A) $750,000,000 plus (B) an amount equal to 75% of the aggregate net
      proceeds after costs and expenses received by NorthStar or any Consolidated
      Subsidiaries of NorthStar in connection with the offering or issuance of any
      Equity Interest of NorthStar or any Consolidated Subsidiaries of NorthStar
      (in
      each case only to the extent such Equity Interests would be included in Tangible
      Net Worth) after the Closing Date.





( iii )  Interest
      Coverage .
      For
      each Test Period, the Sellers shall not permit the ratio of (A) the sum of
      Consolidated Adjusted EBITDA for all Sellers for such Test Period to
      (B) Interest Expense for all Sellers for such Test Period to be less than
      1:5 to 1:0.





( iv )  Leverage
      Ratio .
      For
      each Test Period, NorthStar shall not permit the ratio of (A) NorthStar’s
      and its Consolidated Subsidiaries’ Adjusted Total Liabilities to
      (B) NorthStar’s and its Consolidated Subsidiaries’ Adjusted Total Assets to
      exceed 0.90 to 1.00.





( v )  Recourse
      Debt Ratio .
      For
      each Test Period, NorthStar shall not permit the ratio of (A) NorthStar’s
      and its Consolidated Subsidiaries’ Indebtedness (excluding Non-Recourse
      Indebtedness, borrowings under the Unsecured Credit Facility and Trust Preferred
      Securities) to (B) Adjusted Total Assets of NorthStar and its Consolidated
      Subsidiaries to exceed .10 to 1.00.





( vi )  Fixed
      Charge Coverage .
      For
      each Test Period, NorthStar shall maintain a minimum Fixed Charge Coverage
      Ratio
      of 1.3x.





( w )  Extension
      or Amendment of Purchased Items .
      The
      Seller shall not, except as otherwise permitted in Subsection 6.5(c) of this
      Agreement, extend, amend, waive or otherwise modify, or permit any Servicer
      or
      PSA Servicer to extend, amend, waive or otherwise modify, the material terms
      of
      any Purchased Item.





( x )  Inconsistent
      Agreements .
      The
      Seller and the Guarantor shall not, and shall not permit the Pledgor to,
      directly or indirectly, enter into any agreement containing any provision that
      would be violated or breached by any Transaction hereunder or by the performance
      by the Seller, the Guarantor or the Pledgor of its obligations under any
      Repurchase Document.





( y )  Maintenance
      of Property; Insurance .
      The
      Seller and the Guarantor shall keep all Property useful and necessary in its
      business in good working order and condition, shall maintain with financially
      sound and reputable insurance companies insurance on all its Property in at
      least such amounts and against at least such risks as are usually and
      customarily insured against in the same general area by companies acting
      prudently and engaged in the same or a similar business, and furnish to the
      Deal
      Agent, upon written request, full information as to the insurance
      carried.




72





( z )  Interest
      Rate Protection Agreements .
      Each of
      the Seller and the Guarantor shall perform its duties and obligations and make
      all payments due under and shall otherwise maintain any existing Interest Rate
      Protection Agreements.





( aa )  Payment
      of Taxes .
      The
      Seller and the Guarantor shall pay and discharge all Taxes, assessments and
      governmental charges or levies imposed on it or on its income or profits or
      on
      any of its Property prior to the date on which penalties attach thereto, except
      for any such tax, assessment, charge or levy the payment of which is being
      contested in good faith and by proper proceedings and against which adequate
      reserves are being maintained in accordance with GAAP.





( bb )  Distributions
      in Respect of Purchased Items .
      If the
      Seller shall receive any rights, whether in addition to, in substitution of,
      as
      a conversion of, or in exchange for any Purchased Items, or otherwise in respect
      thereof, the Seller shall accept the same as the Deal Agent’s and the Secured
      Parties’ agent, hold the same in trust for the Deal Agent as agent for the
      Secured Parties and deliver the same forthwith to the Deal Agent as agent for
      the Secured Parties in the exact form received, together with duly executed
      instruments of transfer or assignment in blank and such other documentation
      as
      the Deal Agent shall reasonably request. If any sums of money or property are
      paid or distributed in respect of the Purchased Items and received by the Seller
      (other than the Borrower Reserve Payments), the Seller shall promptly pay or
      deliver such money or property to the Deal Agent as agent to the Secured Parties
      and, until such money or property is so paid or delivered to the Deal Agent
      as
      agent for the Secured **** Parties,
      hold such money or property in trust for the Deal Agent as agent to the Secured
      Parties, segregated from other funds of the Seller.





( cc )  Limitation
      on Indebtedness .
      The
      Seller shall not create, incur, assume or suffer to exist any Indebtedness
      (including, but not limited to, any credit or repurchase facility), Guarantee
      Obligation or Contractual Obligation of the Seller, except Indebtedness,
      Guarantee Obligations and Contractual Obligations of the Seller permitted under
      this Agreement.





( dd )  Unrelated
      Activities .
      The
      Seller shall not engage in any activity other than activities specifically
      permitted by this Section 5 ,
      including, but not limited to, investment in real estate related assets and
      the
      purchasing, financing and holding of commercial mortgage-backed securities
      and
      activities incident thereto.





( ee )  Separateness .
      The
      Seller shall not take any action or fail to take any action that would cause
      it
      to violate or be inconsistent with the representations and warranties in Subsection 4.1(mm) of the
      Agreement.





( ff )  Pledge
      and Security Agreement .
      Neither
      the Seller nor the Guarantor shall take any direct or indirect action
      inconsistent with the Pledge and Security Agreement or the security interest
      granted thereunder to the Deal Agent as agent for the Secured Parties in the
      Pledged Collateral.





( gg )  Independence
      of Covenants .
      All
      covenants hereunder shall be given independent effect so that if a particular
      action or condition is not permitted by any of such covenants, the fact that
      it
      would be permitted by an exception to, or be otherwise within the limitations
      of, another covenant shall not avoid the occurrence of an Default or Event
      of
      Default if such action is taken or condition exists.





( hh )  Investments .
      The
      Seller, the Guarantor or any of their Affiliates shall not acquire or maintain
      any right or interest in any Purchased Asset that is senior to or *pari
      passu* with the
      rights and interests of the Deal Agent or the Secured Parties therein under
      this
      Agreement unless such Mortgage Asset is also a Purchased Asset.




73





( ii )  Seller
      Subsidiaries .
      The
      Seller shall not create, form or permit to exist any Subsidiary prior to the
      later of (i) the Facility Maturity Date (as it may be extended in
      accordance with this Agreement) and (ii) the indefeasible payment in full
      of the Obligations.





( jj )  Negative
      Pledge .
      The
      Seller shall not contract, create, incur, assume or permit to exist any Lien
      on
      or with respect to any of its Property or assets of any kind (whether real
      or
      personal, tangible or intangible), whether now owned or hereafter acquired,
      except for Permitted Liens.





( kk )  NorthStar
      Status .
      NorthStar shall remain listed on a nationally recognized securities exchange
      in
      good standing. NorthStar may change its status as a REIT provided it remains
      in
      compliance with the Financial Covenants in all respects.





( ll )  Registration
      of Securities .
      In the
      case of any Purchased Asset not physically delivered to the Deal Agent as agent
      for the Secured Parties (or the Custodian on its behalf) unless otherwise
      consented to by the Deal Agent, the Seller shall maintain, or cause to be
      maintained, each of the Securities with either DTC or with the National
      Book Entry System of the Federal Reserve, DTC or any similar firm or
      agency, as applicable, in the name of the Deal Agent as agent of the Secured
      Parties.





( mm )  Payment
      of Obligations .
      The
      Seller and the Guarantor shall pay, discharge or otherwise satisfy at or before
      maturity or before they become delinquent, as the case may be, all its
      obligations in excess of $250,000 with respect to the Seller and $1,000,000
      with
      respect to the Guarantor, including, without limitation, all Indebtedness,
      Contractual Obligations and Guarantee Obligations, except where the amount
      or
      validity thereof is currently being contested in good faith by appropriate
      proceedings and reserves in conformity with GAAP with respect thereto have
      been
      provided on the books of the Seller, the Guarantor or any of their Subsidiaries,
      as the case may be.





( nn )  Authority
      Documents .
      The
      Seller shall comply with its Authority Documents and shall not amend its
      Authority Documents in any material respect without the prior written consent
      of
      the Deal Agent.





( oo )  Preferred
      Equity Interests .
      The
      Seller shall not permit any Equity Interest that is the subject of a Preferred
      Equity Interest to consist of an interest in an entity other than a partnership
      or limited liability company and, with respect to such limited partnership
      and
      limited liability company interests, shall not permit any such interest to:
      (i) be dealt in or traded on a securities exchange or in a securities
      market or (ii) be held in a Securities Account. The Seller shall execute
      and deliver, or cause to be executed or delivered, to the Deal Agent as agent
      for the Secured Parties (or the Custodian on its behalf) such agreements,
      documents and instruments as the Deal Agent **** may
      reasonably require to perfect its security interest in any such Equity
      Interest.





( pp )  Termination
      of Securities Account .
      Upon
      the Seller’s receipt of notice from any securities intermediary (as defined in
      the UCC) of its intent to terminate any securities account (as defined in the
      UCC) of the Seller held by such securities intermediary and relating to a
      Purchased Asset or collateral for a Purchased Asset, prior to the termination
      of
      such securities account the collateral in such account (i) shall be
      transferred to a new securities account, upon the request of the Deal Agent,
      which shall be subject to an executed control agreement as provided in Subsection 2.2(k) of this
      Agreement or (ii) transferred to an account held by the Deal Agent as agent
      for the Secured Parties in which such collateral will be held until a new
      securities account is established with an executed control agreement acceptable
      to the Deal Agent in its discretion.




74





**ARTICLE** **VI**





**ADMINISTRATION
      AND SERVICING**





**Section** **6** **.** **1**  **Servicing** **.**





( a )  Appointment .
      The
      Purchaser hereby appoints the Seller as its agent to service the Purchased
      Items
      and enforce its rights in and under such Purchased Items. The Seller hereby
      accepts such appointment and agrees to perform the duties and obligations with
      respect thereto as set forth herein.





( b )  Servicing
      Standard .
      The
      Seller covenants to maintain or cause the servicing of the Purchased Items
      to be
      maintained in conformity with Accepted Servicing Practices. In the event that
      the preceding language is interpreted as constituting one or more servicing
      contracts, each such servicing contract shall terminate automatically upon
      the
      earliest of (i) an Event of Default, (ii) the date on which this
      Agreement terminates or the Seller repurchases any related Purchased Asset,
      or
      (iii) the transfer of servicing approved in writing by the Deal
      Agent.





**Section** **6** **.** **2**  **Seller
      as Servicer** **.**





If
      the
      Purchased Assets are serviced by the Seller, the Seller agrees that, until
      the
      repurchase of a Purchased Asset on a Repurchase Date, the Purchaser or its
      designee is the owner of all servicing records for the period that the Purchaser
      or its designee owns the Purchased Items, including, but not limited to, any
      and
      all servicing agreements, files, documents, records, data bases, computer tapes,
      copies of computer tapes, computer programs, proof of insurance coverage,
      insurance policies, appraisals, other closing documentation, payment history
      records, and any other records relating to or evidencing the servicing of such
      Purchased Assets (the “ Servicing
      Records ”).
      The
      Seller covenants to safeguard such Servicing Records and to deliver them
      promptly to the Deal Agent or its designee (including the Custodian) at the
      Deal
      Agent’s request.





**Section** **6** **.** **3**  **Third
      Party Servicer** **.**





If
      the
      Purchased Assets are serviced by a Servicer or a PSA Servicer pursuant to a
      Servicing Agreement or Pooling and Servicing Agreement, as applicable, the
      Seller (i) shall, in accordance with Subsection 3.2 of this
      Agreement, provide to the Deal Agent (subject to the last sentence of this Subsection 6.3 )
      a copy
      of each Servicing Agreement (which agreements shall be in form and substance
      reasonably acceptable to the Deal Agent), each Pooling and Servicing Agreement
      and a Servicer Redirection Notice substantially in the form of Exhibit VII hereto
      and fully executed by the Seller and the related Servicer or PSA Servicer (in
      the case of a Pooling and Servicing Agreement for a Mortgage Asset that is
      not a
      Whole Loan, the Deal Agent may in its discretion waive the requirement of an
      executed Servicer Redirection Notice), and (ii) hereby irrevocably assigns
      to the Deal Agent as agent for the Secured Parties all right, title and interest
      of the Seller in, to and under, and the benefits of (but not the obligations
      of), each Servicing Agreement and each Pooling and Servicing Agreement with
      respect to the Purchased Items. Notwithstanding the fact that the Seller has
      contracted with a Servicer or PSA Servicer to service the Purchased Items,
      the
      Seller shall remain liable to the Deal Agent, the Purchaser and other Secured
      Parties for the acts of the Servicers and the PSA Servicer and for the
      performance of the duties and obligations set forth herein. The Seller agrees
      that no Person shall assume the servicing obligations with respect to the
      Purchased Assets as successor to a Servicer or PSA Servicer unless such
      successor is approved in writing by the Deal Agent prior to such assumption
      of
      servicing obligations. Unless otherwise approved in writing by the Deal Agent,
      if the Purchased Assets are serviced by a Servicer or PSA Servicer, such
      servicing shall be performed pursuant to a written Servicing Agreement or
      Pooling and Servicing Agreement approved by the Deal Agent.




75





**Section** **6** **.** **4**  **Duties
      of the Seller** **.**





( a )  Duties .
      The
      Seller shall take or cause to be taken all such actions as may be necessary
      or
      advisable to collect all Income and all other amounts due or recoverable with
      respect to the Purchased Items from time to time, all in accordance with
      Applicable Laws, with reasonable care and diligence, and in accordance with
      the
      standard set forth in Subsection
      6.1(b) of this
      Agreement.





( b )  Deal
      Agent’s Rights .
      Notwithstanding anything to the contrary contained herein, the exercise by
      the
      Deal Agent as agent for the Secured Parties of its rights hereunder shall not
      release the Seller from any of its duties or responsibilities with respect
      to
      the Purchased Items. The Deal Agent as agent for the Secured Parties shall
      not
      have any obligation or liability with respect to any Purchased Items, nor shall
      any of them be obligated to perform any of the obligations of the Seller
      hereunder.





**Section** **6** **.** **5**  **Authorization
      of the Seller** **.**





( a )  The
      Purchaser hereby authorizes the Seller (including any successor thereto) to
      take
      any and all reasonable steps in its name and on its behalf necessary or
      desirable and not inconsistent with the sale of the Purchased Items to the
      Purchaser or its designee to collect all amounts due under any and all Purchased
      Items, including, without limitation, endorsing checks and other instruments
      representing Income, executing and delivering any and all instruments of
      satisfaction or cancellation, or of partial or full release or discharge, and
      all other comparable instruments, with respect to the Purchased Items and,
      after
      the delinquency of any Purchased Item and to the extent permitted under and
      in
      compliance with Applicable Law, to commence proceedings with respect to
      enforcing payment thereof, to the same extent as the Seller could have done
      if
      it had continued to own such Purchased Items. The Deal Agent as agent for the
      Secured Parties shall furnish the Seller (and any successors thereto) with
      any
      powers of attorney and other documents necessary or appropriate to enable the
      Seller to carry out its servicing and administrative duties hereunder and shall
      cooperate with the Seller to the fullest extent in order to ensure the
      collectability of the Purchased Items. In no event shall the Seller be entitled
      to make the Deal Agent, the Purchaser or any Secured Party a party to any
      litigation without such Person’s express prior written consent.





( b )  Subject
      to all other rights of the Deal Agent as agent for the Secured Parties contained
      herein, after an Event of Default has occurred and is continuing, at the
      direction of the Deal Agent, the Seller shall take such action as the Deal
      Agent
      as agent for the Secured Parties may deem necessary or advisable to enforce
      collection of the Purchased Items; provided , however ,
      subject
      to all other rights of the Deal Agent as agent for the Secured Parties contained
      herein, the Deal Agent may, at any time that an Event of Default has occurred
      and is continuing, notify any Borrower with
      respect to any Purchased Items of the assignment of such Purchased Items to
      the
      Purchaser or its designee and direct that payments of all amounts due or to
      become due be made directly to the Deal Agent as agent for the Secured Parties
      or any servicer, collection agent or lock-box or other account designated by
      the
      Deal Agent and, upon such notification and at the expense of the Seller, the
      Deal Agent as agent for the Secured Parties may enforce collection of any such
      Purchased Items and adjust, settle or compromise the amount or payment
      thereof.





( c )  With
      respect to each Purchased Asset and to the extent not otherwise specifically
      addressed otherwise in this Agreement, (i) prior to an Event of Default,
      the Seller (and any Servicer or PSA Service on its behalf) shall not exercise
      any material rights of a holder of a Purchased Item under any document or
      agreement governing such Purchased Items (including amendments, modifications,
      waivers and alterations of any of the material terms of any Purchased Item)
      that
      affects the Market Value of such Purchased Item without first consulting with
      the Deal Agent prior to taking any action and, in the event the Deal Agent
      and
      the Seller cannot agree on a course of action, the Seller shall take only those
      actions as agreed to by the Deal Agent, and, (ii) after an Event of
      Default, the Seller shall not exercise any rights of a holder of such Purchased
      Items under any document or agreement governing such Purchased Items without
      the
      prior written consent of the Deal Agent.




76





**Section** **6** **.** **6**  **Event
      of Default** **.**





If
      the
      servicer of the Purchased Items is the Seller, upon the occurrence of an Event
      of Default, the Deal Agent as agent for the Secured Parties shall have the
      right
      to terminate the Seller as the
      servicer of the Purchased Items and transfer servicing to its designee, at
      no
      cost or expense to the Deal Agent, at any time thereafter. If the servicer
      of
      the Purchased Items is not the Seller, the Deal Agent as agent for the Secured
      Parties shall have the right, as contemplated in the applicable Servicer
      Redirection Notice, upon the occurrence of an Event of Default, to terminate
      any
      applicable Servicing Agreement and any Pooling and Servicing Agreement to the
      extent the PSA Servicer signed a Servicer Redirection Notice and to transfer
      servicing to the Deal Agent or the Deal Agent’s designee, at no cost or expense
      to the Deal Agent, it being agreed that the Seller will pay any and all fees
      required to terminate such Servicing Agreements and Pooling and Servicing
      Agreements and to effectuate the transfer of servicing to the designee of the
      Deal Agent. The Seller shall fully cooperate and shall cause all Servicers
      and
      applicable PSA Servicers to fully cooperate with the Deal Agent in transferring
      the servicing of the Purchased Items to the Deal Agent’s designee.





**Section** **6** **.** **7**  **Inspection** **.**





In
      the
      event the Seller or its Affiliates are servicing the Purchased Items, the Seller
      shall permit the Deal Agent to inspect the Seller’s or any of its Affiliate’s
      servicing facilities, books and records and related documents and information,
      as the case may be, for the purpose of satisfying the Deal Agent that the Seller
      or its Affiliates, as the case may be, have the ability to service and are
      servicing the Purchased Items as provided in this Agreement. If a Servicer
      or
      PSA Servicer is servicing a Purchased Item, the Seller shall cooperate with
      the
      Deal Agent in causing each Servicer and PSA Servicer to permit inspections
      of
      the Servicer’s and PSA’s facilities, books and records and related documents and
      information related to the Purchased Items.





**Section** **6** **.** **8**  **Payment
      of Certain Expenses by Servicer** **.**





The
      Seller and any Servicer will be required to pay all expenses incurred by them
      in
      connection with their activities under the Repurchase Documents, including
      fees
      and disbursements of independent accountants, Taxes imposed on the Seller or
      the
      Servicers, expenses incurred in connection with payments and reports pursuant
      to
      the Repurchase Documents, and all other fees and expenses not expressly stated
      under the Repurchase Documents for the account of the Seller. The Seller shall
      be required to pay all reasonable fees and expenses owing to any bank or trust
      company in connection with the maintenance of the Collection Account, the
      Securities Account and all other collection, reserve or lock-box accounts
      related to the Purchased Items. The Seller shall be required to pay such
      expenses for its own account and shall not be entitled to any payment therefor
      other than the Servicing Fee.





**Section** **6** **.** **9**  **Pooling
      and Servicing Agreements** **.**





Notwithstanding
      the other provisions of this Section 6.9 ,
      to the
      extent the Purchased Items (or portions thereof) are serviced by a PSA Servicer
      (other than the Seller or any Servicer) under a Pooling and Servicing Agreement,
      (a) the standards for servicing those Purchased Items shall be those set
      forth in the applicable Pooling and Servicing Agreement, (b) the Seller
      shall enforce its rights and interests under such agreements for and on behalf
      of the Deal Agent as agent for the Secured Parties, (c) the Seller shall
      instruct the applicable PSA Servicer to deposit all Income received in respect
      of the Purchased Items into the Collection Account in accordance with Subsection 5.1(e) ,
      (d) prior to an Event of Default, the Seller shall not take any action or
      fail to take any action or consent to any action or inaction under any Pooling
      and Servicing Agreement where the effect of such action or inaction would
      prejudice the interests of the Deal Agent as agent for the Secured Parties,
      (e) the Seller will not consent to any change or modification to any
      Pooling and Servicing Agreement, including, without limitation, any payment
      dates, interests rates, fees, payments of principal or interest, maturity dates,
      restrictions on Indebtedness or any monetary term or release any Borrower,
      guarantor or collateral without the prior written consent of the Deal Agent
      as
      agent for the Secured Parties, and, (f) following an Event of Default, the
      Deal Agent as agent for the Secured Parties shall be entitled to exercise any
      and all rights of the Seller under such Pooling and Servicing Agreements as
      such
      rights relate to the Purchased Items. In addition, with respect to a CMBS
      Security, the Seller shall not exercise any material rights of a holder of
      a
      CMBS Security under any other document or agreement governing such CMBS Security
      without the prior written consent of the Deal Agent.




77





**Section** **6** **.** **10**  **Servicer
      Default** **.**





Any
      material breach by any Seller of the obligations contained in Article
      VI of this
      Agreement shall constitute a “ Servicer
      Default ”.





**Section** **6** **.** **11**  **Servicer** **.**





The
      Seller shall not permit or cause the Purchased Items to be serviced by a third
      party other than pursuant to the Servicing Agreements or the Pooling and
      Servicing Agreements or, if not serviced thereunder, by any Servicer other
      than
      a Servicer expressly approved in writing by the Deal Agent (including those
      pre-approved Servicers set forth on Schedule 6 hereto).





**ARTICLE** **VII**





**[RESERVED]**





**ARTICLE** **VIII**





**SECURITY
      INTEREST**





**Section** **8** **.** **1**  **Security
      Interest** **.**





( a )  Each
      of
      the following items or types of property, whether now owned or hereafter
      acquired, now existing or hereafter created and wherever located, is hereinafter
      collectively referred to as the Purchased Items (the “ Purchased
      Items ”):
      (A) all Purchased Assets; (B) all Income and Cash Collateral, if any;
      (C) all Mortgage Loan Documents; (D) all Mortgage Asset Files,
      including, without limitation, all promissory notes, notes, certificates,
      instruments, negotiable documents, Security Agreements, chattel mortgages and
      all other loan, security or other documents relating to such Purchased Items,
      together with all files, documents, instruments, surveys, certificates,
      correspondence, appraisals, licenses, contracts, computer programs, computer
      storage media, accounting records and other books and records relating thereto;
      (E) all collateral, security interests, rights and other interests under or
      with respect to each Purchased Item; (F) all Purchase Agreements and the
      collateral, security interests, rights and other interests thereunder;
      (G) all mortgage guaranties and insurance (issued by governmental agencies
      or otherwise) and any mortgage insurance certificate, policy or other document
      evidencing such mortgage guaranties or insurance relating to any Purchased
      Items
      and all claims, payments and proceeds thereunder; (H) all servicing fees to
      which the Seller is entitled and servicing and other rights relating to the
      Purchased Items; (I) all Servicing Agreements, Servicing Records and
      Servicing Files with respect to the Purchased Items and the rights and interests
      of the Seller thereunder or with respect thereto; (J) all Servicer Accounts
      established pursuant to any Servicing Agreement, Pooling and Servicing Agreement
      or otherwise with respect to the Purchased Items and all amounts on deposit
      therein from time to time related to the Purchased Items; (K) all Pooling
      and Servicing Agreements relating to the Purchased Items and all rights of
      the
      Seller thereunder or with respect thereto; (L) all other agreements,
      instruments or contracts relating to, constituting, or otherwise governing,
      any
      or all of the foregoing to the extent they relate to the Purchased Items,
      including the right to receive principal and interest payments and any related
      fees, breakage fees, late fees and penalties with respect to the Purchased
      Items
      and the right to enforce such payments; (M) insurance policies,
      certificates of insurance, insurance proceeds and the rights to enforce payment
      of insurance proceeds, in each case to the extent they relate to the Purchased
      Items; (N) the Collection Account and all monies, cash, deposits,
      securities or investment property from time to time on deposit in the Collection
      Account; (O) the Securities Account and all monies, cash, deposits,
      securities or investment property from time to time on deposit in the Securities
      Account; (P) any collection account, escrow account, reserve account,
      collateral account or lock-box account related to the Purchased Items to the
      extent of any Seller’s or the holder’s interest therein, including all moneys,
      cash, deposits, securities or investment property from time to time on deposit
      therein; (Q) rights of the Seller under any letter of credit, guarantee or
      other credit support or enhancement related to the Purchased Items; (R) any
      Interest Rate Protection Agreements relating to the Purchased Assets, including
      all payments due to the Seller, the Guarantor or any Affiliates of the foregoing
      thereunder; (S) all purchase or take-out commitments relating to or
      constituting any of the foregoing; (T) all collateral, however defined,
      under any of the agreements between a Borrower or an Affiliate on the one hand
      and the Seller on the other hand; (U) all “general intangibles”,
“accounts”, “chattel paper”, “deposit accounts”, “securities accounts”,
“instruments”, “securities”, “financial assets”, “uncertified securities”,
“securities entitlements” and “investment property” as defined in the Uniform
      Commercial Code as in effect from time to time relating to or constituting
      any
      and all of the foregoing; and (V) any and all replacements, substitutions,
      conversions, distributions on or proceeds of, from or on any and all of the
      foregoing; provided , however ,
      none of
      the foregoing Purchased Items shall include any obligations; provided , further , however ,
      notwithstanding the foregoing, (i) no account, instrument, chattel paper or
      other obligation or Property of any kind due from, owed by, or belonging to,
      a
      Person described in the definition of Prohibited Person or (ii) any lease
      in which the lessee is a Person described in the definition of Prohibited
      Person, shall be collateral under the Repurchase Documents.




78





( b )  The
      Purchaser and the Seller intend that the Transactions hereunder be sales to
      the
      Purchaser or its designee of the Purchased Assets and not loans from the
      Purchaser to the Seller secured by the Purchased Assets. However, in order
      to
      preserve the Purchaser’s rights under this Agreement in the event that a court
      or other forum recharacterizes the Transactions hereunder as loans and as
      security for (A) the repayment of the Aggregate Unpaids and performance by
      the Seller of all of the Seller’s obligations to the Deal Agent as agent for the
      Secured Parties hereunder and under the Repurchase Documents and the
      Transactions entered into hereunder (collectively, the “ Repurchase
      Obligations ”),
      (B) the Seller-Related Obligations and (C) all expenses and charges,
      legal or otherwise, incurred in collecting or enforcing, realizing on or
      protecting any security for, the Repurchase Obligations and/or the
      Seller-Related Obligations (the amounts described in the foregoing clauses A-C are
      collectively referred to as the “ Obligations ”),
      (a) the Seller hereby assigns, pledges and grants a security interest in
      all of its right, title and interest in, to and under the Purchased Items to
      the
      Deal Agent as agent for the Secured Parties to secure the Obligations,
      (b) it is the express intent of the parties that conveyance of the
      Purchased Items be deemed a pledge of the Purchased Items by the Seller to
      the
      Deal Agent as agent for the Secured Parties to secure a debt or other obligation
      of the Seller, and (c) (i) this Agreement shall also be deemed to be a
      security agreement within the meaning of Article 9 of the UCC of the applicable
      jurisdiction; (ii) the conveyance provided for herein shall be deemed to be
      a grant by the Seller to the Deal Agent as agent for the Secured Parties of
      a
      security interest in all of the Seller’s right, title and interest in and to the
      Purchased Items; (iii) the assignment by the Deal Agent as agent for the
      Secured Parties of the interest of the Deal Agent as agent for the Secured
      Parties as contemplated herein shall be deemed to be an assignment of any
      security interest created hereunder; (iv) the possession by the Deal Agent
      as agent of the Secured Parties or any of its agents, including, without
      limitation, the Custodian, of the Mortgage Loan Documents, the Purchased Items
      and such other items of Property as constitute instruments, money, negotiable
      documents or chattel paper shall be deemed to be possession by the secured
      party
      for purposes of perfecting the security interest pursuant to the UCC; and
      (v) notifications to Persons other than the Deal Agent as agent for the
      Secured Parties holding such Property, and acknowledgments, receipts or
      confirmations from Persons other than the Deal Agent as agent for the Secured
      Parties holding such Property, shall be deemed notifications to, or
      acknowledgments, receipts or confirmations from, financial intermediaries,
      bailees or agents (as applicable) of the secured party for the purpose of
      perfecting such security interest under the UCC and Applicable Law. The
      assignment, pledge and grant of security interest contained herein shall be,
      and
      the Seller hereby represents and warrants to the Deal Agent, the Purchaser
      and
      the Secured Parties that it is, a first priority perfected security interest.
      All Purchased Items shall secure the payment of all Obligations now or hereafter
      existing, including, without limitation, the Seller’s obligation to repurchase
      Purchased Assets, or if such obligation is so recharacterized as a loan, to
      repay such loan for the Repurchase Price and to pay the Aggregate Unpaids and
      any and all other Obligations. For the avoidance of doubt and not by way of
      limitation of the foregoing, (A) each Purchased Item, including all Income
      related thereto, secures the obligations of each Seller with respect to all
      other Transactions and the obligations with respect to all other Purchased
      Items, including those Purchased Assets that are junior in priority to the
      Purchased Item in question, (B) an Event of Default by any Seller is a
      default by all Sellers and the Deal Agent, the Purchaser and/or any other
      Secured Party may pursue its remedies in connection therewith against any of
      the
      Purchased Items and/or against the assets and Properties of any or all Sellers,
      and (C) if an Event of Default has occurred and is continuing, no Purchased
      Item will be released from the Deal Agent’s Lien or transferred to the Seller
      until the Obligations are indefeasibly paid in full. Notwithstanding the
      foregoing, the Indebtedness of the Seller under the Obligations shall be full
      recourse to the Seller. Notwithstanding anything contained herein to the
      contrary, during the time that VFCC is a Purchaser hereunder, VFCC shall not
      share payments with or receive the benefit of any payments from any other
      Indebtedness under the Seller-Related Obligations (other than the Indebtedness
      under the Repurchase Documents). The preceding sentence is for the benefit
      of
      VFCC only and may not be invoked or enforced by any other Person.




79





( c )  Pursuant
      to the Custodial Agreement, the Custodian shall hold the Mortgage Asset Files
      as
      exclusive bailee pursuant to the terms of the Custodial Agreement and shall
      deliver the Trust Receipts (along with completed Mortgage Asset File Checklists
      attached thereto) to the Deal Agent (with a copy to the Seller), each such
      Trust
      Receipt to reflect that the Custodian has reviewed such Mortgage Asset Files
      in
      the manner and to the extent required by the Custodial Agreement and identifying
      any deficiencies in such Mortgage Asset Files as so reviewed.





( d )  The
      assignment under this Section 8.1 does not
      constitute and is not intended to result in the creation or an assumption by
      the
      Deal Agent, the Purchaser
      or any Secured Party o f
      any
      obligation of the Seller or any other Person in connection with any or all
      of
      the Purchased Items
      or
      under any agreement or instrument relating thereto. Anything herein to the
      contrary notwithstanding, (i) the Seller shall remain liable under the Purchased Items
      to
      the extent set forth therein to perform all of their duties and obligations
      thereunder to the same extent as if the Repurchase Documents had not been
      executed, (ii) the exercise by the Deal
      Agent as agent for the Secured Parties of
      any of
      its rights under, in or to the Purchased
      Items shall
      not release the Seller from any of its duties or obligations under the Purchased Items
      unless such parties effectuate a transfer of such Purchased Items to the Deal
      Agent as agent for the Secured Parties after any Event of Default hereunder
      but
      only to the extent of the obligations and duties so transferred, and
      (iii) the Deal Agent, the Purchaser
      and the other Secured Parties shall
      not
      have any obligations or liability under the Purchased Items
      by
      reason of the Repurchase Documents or otherwise, nor shall the Deal Agent,
      the Purchaser
      or other Secured Parties be
      obligated to perform any of the obligations or duties of the Seller or any
      other
      Person thereunder or to take any action to collect or enforce any claim for
      payment assigned hereunder.




80





**Section** **8** **.** **2**  **Release
      of Lien o** **n
      Purchased Assets.**





Except
      as
      otherwise provided in a Repurchase Document, at such time as any Purchased
      Asset
      is repurchased in accordance with this Agreement, and the Repurchase Price
      and
      all other amounts due with respect thereto have been paid in full, the Deal
      Agent as agent for the Secured Parties shall release its interest in such
      Purchased Asset and any related Purchased Items; provided , that ,
      the
      Deal Agent as agent for the Secured Parties will make no representation or
      warranty, express or implied, with respect to any such Purchased Asset or
      Purchased Items in connection with such release (other than with respect to
      Liens created by the Purchaser), and any transfer of such Purchased Items shall
      be without recourse to or the expense of the Deal Agent, the Purchaser or the
      other Secured Parties.





**Section** **8** **.** **3**  **Further
      Assurances** **.**





The
      provisions of Section 13.11 of this
      Agreement shall apply to the security interest granted under Section 8.1 of this
      Agreement as well as to the Transactions hereunder.





**Section** **8** **.** **4**  **Remedies** **.**





Upon
      the
      occurrence of an Event of Default, the Deal Agent as agent for the Secured
      Parties shall have, with respect to the security interest in the Purchased
      Items
      granted pursuant to Section 8.1 of this
      Agreement, and in addition to all other rights and remedies available to the
      Deal Agent, Purchaser and the other Secured Parties under this Agreement, the
      Repurchase Documents and other Applicable Law, all rights and remedies of a
      secured party upon default under the UCC.





**Section** **8** **.** **5**  **Purchaser’s
      Duty of Care.**





Except
      as
      herein provided in this Section 8.5 of this
      Agreement, Deal Agent’s (or, on its behalf, the Custodian) sole duty with
      respect to the Purchased Items shall be to use reasonable care in the custody,
      use, operation and preservation of the Purchased Items in its possession or
      control. Neither the Deal Agent, the Purchaser nor the Secured Parties shall
      incur any liability to the Seller, the Guarantor or any other Person for any
      act
      of government, act of God or other such destruction in whole or in part or
      negligence or wrongful act of custodians or agents selected by and supervised
      by
      the Deal Agent with reasonable care, or the Deal Agent’s failure to provide
      adequate protection or insurance for the Purchased Items. Neither the Deal
      Agent, the Purchaser nor the Secured Parties shall have any obligation to take
      any action to preserve any rights of the Seller in any of the Purchased Items
      against prior parties, and the Seller hereby agrees to take such action. The
      Seller shall defend the Purchased Items against all such claims and demands
      of
      all Persons (other than claims and demands resulting from interests created
      by
      the Deal Agent as agent for the Secured Parties or the Purchaser), at all times,
      as are adverse to the Deal Agent as agent for the Secured Parties and the
      Purchaser. Neither the Deal Agent, the Purchaser nor the Secured Parties shall
      have any obligation to realize upon any Purchased Item, except through proper
      application of any distributions with respect to the Purchased Items made
      directly to the Deal Agent as agent for the Secured Parties or its agent(s).
      So
      long as the Deal Agent as agent for the Secured Parties (or the Custodian,
      on
      the Deal Agent’s behalf) shall act in good faith in its handling of the
      Purchased Items, each of the Seller and the Guarantor hereby waives the defense
      of impairment of the Purchased Items by the Deal Agent as agent for the Secured
      Parties.




81




**ARTICLE** **IX**





**[RESERVED]**





**ARTICLE** **X**





**EVENT** **S
      OF DEFAULT**





**Section** **10** **.** **1**  **Events
      of Default** **.**





Each
      of
      the following events shall be an Event of Default (“ Event
      of Default ”)
      hereunder:





( a )  the
      aggregate Repurchase Price for all Transactions outstanding on any day exceeds
      the Maximum Amount and the same continues unremedied for two (2) Business
      Days after notice from the Deal Agent; or





( b )  a
      Servicer Default occurs and is continuing and the same continues unremedied
      for
      twenty (20) calendar days; or





( c )  an
      Insolvency Event relating to the Seller, the Guarantor or the Pledgor shall
      have
      occurred, or any Insolvency Event shall have occurred with respect to any
      Affiliate of the Seller, the Guarantor or the Pledgor and the same affects,
      impacts or impairs (A) any Lien, right or other interest of the Deal Agent,
      the Purchaser or any other Secured Party under any of the Repurchase Documents
      or (B) the Seller’s, the Guarantor’s or the Pledgor’s performance, or
      ability to perform, its obligations, duties or agreements under any of the
      Repurchase Documents; or





( d )  the
      Seller, the Guarantor or the Pledgor shall become required to register as an
      “investment company” within the meaning of the 40 Act or the arrangements
      contemplated by the Repurchase Documents shall require registration as an
“investment company” within the meaning of the 40 Act; or





( e )  there
      shall exist any event or occurrence that has caused or resulted in a Material
      Adverse Effect with respect to clauses (a), (b), (c) or (d) of the
      definition of Material Adverse Effect; or





( f )  (A) any
      Repurchase Document, or any Lien or security interest granted thereunder, shall
      (except in accordance with its terms), in whole or in part, terminate, cease
      to
      be effective or cease to be the legally valid, binding and enforceable
      obligation of the Seller, the Guarantor or the Pledgor, (B) the Seller, the
      Guarantor, the Pledgor, or any other Person shall, directly or indirectly,
      contest in any manner the effectiveness, validity, binding nature or
      enforceability of any Repurchase Document or any Lien or security interest
      thereunder, (C) the Purchased Items shall not have been sold to the
      Purchaser or its designee, or the Liens contemplated under the Repurchase
      Documents shall cease or fail to be first priority perfected Liens on any
      Purchased Items or the Pledged Collateral or shall be Liens in favor of any
      Person other than the Deal Agent as agent for the Secured Parties or
      (D) the Seller, the Guarantor, the Pledgor or any of their Affiliates shall
      grant, or suffer to exist, any Lien on any Purchased Item or the Pledged
      Collateral (except Permitted Liens); or




82





( g )  the
      Seller, the Guarantor or the Pledgor shall have failed to observe or perform
      in
      any material respect any of the covenants or agreements of the Seller, the
      Guarantor or the Pledgor set forth in this Agreement or the other Repurchase
      Documents to which the Seller, the Guarantor or the Pledgor is a party and
      the
      same continues unremedied for a period of twenty (20) calendar days after
      the earlier to occur of (A) the date on which written notice of such
      failure requiring the same to be remedied shall have been given to the Seller,
      the Guarantor or the Pledgor by the Deal Agent, and (B) the date on which
      the Seller, the Guarantor or the Pledgor becomes aware thereof; or





( h )  any
      representation, warranty or certification made by the Seller, the Guarantor
      or
      the Pledgor in this Agreement or any Repurchase Document or in any certificate
      or other document or agreement delivered pursuant to this Agreement or any
      Repurchase Document (in each case other than the eligibility criteria contained
      in Schedule 1 to this Agreement unless the Seller shall have affirmed or
      confirmed any such criteria with actual knowledge that it was not satisfied
      in
      any material respect) shall prove to have been incorrect in any material respect
      when made or deemed made and the same continues unremedied for a period of
      twenty (20) calendar days after the earlier to occur of (A) the date
      on which written notice of such failure requiring the same to be remedied shall
      have been given to the Seller, the Guarantor or the Pledgor by the Deal Agent,
      and (B) the date on which the Seller, the Guarantor or the Pledgor becomes
      aware thereof; or





( i )  (A) the
      Seller, the Guarantor or the Pledgor shall have failed to make any payment
      due
      with respect to any material Indebtedness in excess of (1) $5,000,000 in
      the case of the Guarantor and the Pledgor, and (2) $1,000,000 in the case
      of the Seller (in each case including, without limitation, recourse debt),
      any
      Guarantee Obligations or any material Contractual Obligation in excess of
      $5,000,000 in the case of the Guarantor and the Pledgor, and $1,000,000 in
      the
      case of the Seller, to which the Seller, the Guarantor or the Pledgor as
      applicable, is a party, or a default or an event or condition shall have
      occurred that would permit acceleration of any of the foregoing whether or
      not
      such event or condition has been waived, (B) the Seller, the Guarantor or
      the Pledgor shall be in default of any monetary obligation with respect to
      any
      Seller-Related Obligation (other than the Swap Documents) or (C) the Seller,
      the
      Guarantor or the Pledgor shall be in default with respect to any obligation
      under the Swap Documents; or





( j )  (A)
      the
      Seller shall default in the payment of (1) any Repurchase Price due
      (including, without limitation, pursuant to Article II of the
      Agreement) or (2) any amount due under Section 2.8 of this
      Agreement or any other provision of this Agreement or the Repurchase Documents
      when due (whether at stated maturity, upon acceleration or at mandatory or
      optional prepayment), or (B) the failure of the Seller, the Guarantor, the
      Pledgor, any Affiliate of the forgoing, any Servicer, any PSA Servicer or any
      other Person to timely deposit to the Collection Account all Income as required
      by Subsection 5.1(e) of this
      Agreement or the failure of the Seller to deposit or credit to the Securities
      Account any uncertificated CMBS Security and related Purchased Items required
      to
      be deposited or credited to such account; or





( k )  the
      Seller shall have failed to pay any Margin Deficit due under Section 2.7 of this
      Agreement by the Margin Correction Deadline; or





( l )  the
      Seller, the Guarantor or the Pledgor shall default in the payment of any other
      amount payable by it hereunder or under any other Repurchase Document after
      notification by the Purchaser of such default, and such default shall have
      continued unremedied for two (2) Business Days; or





( m )  a
      final
      non-appealable judgment or judgments for the payment of money in excess of
      (1) $5,000,000 in the case of the Guarantor and the Pledgor, and
      (2) $1,000,000 in the case of the Seller, in the aggregate shall be
      rendered against the Seller, the Guarantor or the Pledgor, as applicable, by
      one (1) or more courts, administrative tribunals or other bodies or any
      Governmental Authority having jurisdiction, and the same shall not be satisfied,
      discharged (or provision shall not be made for such discharge) or bonded, or
      a
      stay of execution thereof shall not be procured, within thirty (30) days
      from the date of entry thereof; or




83





( n )  the
      Seller, the Guarantor, the Pledgor or an ERISA Affiliate shall engage in a
      non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section
      4975 of the Code); or





( o )  the
      Seller fails to repurchase Purchased Assets on the applicable Repurchase Date,
      including, without limitation the Facility Maturity Date, and to pay all amounts
      due in connection therewith; or





( p )  NRFC
      Sub-REIT Corp. shall cease to own directly 100% of the issued and outstanding
      Equity Interest of the Seller; or





( q )  the
      Seller, the Guarantor or the Pledgor shall admit its inability to, or its
      intentions not to, perform its obligations, covenants or agreements under any
      Repurchase Document or admit that it is not Solvent; or





( r )  the
      Seller, the Guarantor or the Pledgor shall merge or consolidate into any entity,
      and such entity is, in the Deal Agent’s reasonable opinion, materially weaker in
      its financial condition (in the aggregate) than such Person pre-merger or
      consolidation; or





( s )  any
      Seller and/or any Guarantor fails to comply with or violates in any respect Section 2.17 to the
      Agreement or any related provisions contained in the Fee Letter and the same
      continues unremedied for a period of (a) two (2) Business Days, with
      respect to any monetary obligation, and (b) in all other cases,
      five (5) Business Days, after notice from the Deal Agent.





**Section** **10** **.** **2**  **Remedies** **.**





( a )  If
      an
      Event of Default occurs, the following rights and remedies are available to
      the
      Deal Agent as agent for the Secured Parties:





( i )  At
      the
      option of the Deal Agent, exercised by written notice to the Seller (which
      option shall be deemed to have been exercised, even if no notice is given,
      immediately upon the occurrence of an Insolvency Event of the Seller, the
      Guarantor, the Pledgor or, subject to Subsection 10.1(c) of this
      Agreement, any of their Affiliates), the Repurchase Date for each Transaction
      hereunder, if it has not already occurred, shall be deemed immediately to occur
      (except that, in the event that the Purchase Date for any Transaction has not
      yet occurred as of the date of such exercise or deemed exercise, such
      Transaction shall be deemed immediately cancelled without any liability to
      the
      Deal Agent). The Deal Agent shall (except upon the occurrence of an Insolvency
      Event of the Seller, the Guarantor, the Pledgor or, subject to Subsection 10.1(c) of this
      Agreement, any of their Affiliates) give notice to the Seller of the exercise
      of
      such option as promptly as practicable.





( ii )  If
      the
      Deal Agent exercises or is deemed to have exercised the option referred to
      in Subsection 10.2(a)(i) of this
      Agreement,





( A )  (1) the
      Seller’s obligations in such Transactions to repurchase all Purchased Items, at
      the Repurchase Price therefor on the Repurchase Date, and, without duplication,
      to pay the Aggregate Unpaids and all other Obligations hereunder and under
      the
      other Repurchase Documents, shall thereupon become immediately due and payable,
      (2) all Income paid after such exercise or deemed exercise shall be
      retained by the Deal Agent as agent for the Secured Parties and applied to
      the
      aggregate unpaid Repurchase Price, the Aggregate Unpaids and any other
      Obligations, and (3) the Seller shall immediately deliver to the Deal Agent
      as agent for the Secured Parties any Purchased Items subject to such
      Transactions then in the Seller’s possession or control; and




84





( B )  all
      Income actually received by the Deal Agent as agent for the Secured Parties
      pursuant to Section 2.8 of this
      Agreement (excluding any Late Payment Fees paid pursuant to Section 2.5 of this
      Agreement) shall be applied to the aggregate unpaid Repurchase Price and
      Aggregate Unpaids and any other Obligations, in such order as the Deal Agent
      shall determine in its discretion.





( iii )  Upon
      the
      occurrence of one or more Events of Default, and subject to Section 6.9 of this
      Agreement, the Deal Agent as agent for the Secured Parties shall have the right
      to obtain physical possession of the Servicing Records (subject to the
      provisions of the Custodial Agreement), the Servicing Files, the Servicing
      Agreements and all other files of the Seller or any third party acting for
      the
      Seller relating to the Purchased Items and all documents relating to the
      Purchased Items which are then or may thereafter come into the possession of
      the
      Seller or any third party acting for the Seller, and the Seller shall deliver
      to
      the Deal Agent such assignments as the Deal Agent shall request (all of the
      foregoing being at the expense of the Seller), and the Deal Agent shall have
      the
      right to appoint any Person to act as the Servicer for the Purchased
      Assets.





( iv )  At
      any
      time after the second (2nd) Business Day following notice to the Seller
      (which notice may be the notice given under Subsection 10.2(a)(i) of this
      Agreement), in the event the Seller have not repurchased all Purchased Items,
      the Deal Agent as agent for the Secured Parties may (A) immediately sell,
      without demand or further notice of any kind, at a public or private sale and
      at
      such price or prices as the Deal Agent may deem reasonably satisfactory any
      or
      all Purchased Items subject to such Transactions hereunder and apply the
      proceeds thereof to the aggregate unpaid Repurchase Price, the Aggregate Unpaids
      and all other Obligations, or (B) in its discretion, elect, in lieu of
      selling all or a portion of such Purchased Items, to give the Seller credit
      for
      such Purchased Items in an amount equal to the Market Value (as determined
      by
      the Deal Agent in its discretion but subject to good faith) of the Purchased
      Items against the aggregate unpaid Repurchase Price, the Aggregate Unpaids
      and
      all other Obligations. The proceeds of any disposition of Purchased Items shall
      be applied first to the costs and expenses incurred by the Deal Agent in
      connection with the Seller’s default; second to the costs of related covering
      and/or related hedging transactions; third to the Repurchase Price; fourth
      to
      the Aggregate Unpaids and any other Obligations; and fifth, to the
      Seller.





( v )  Each
      party hereto agrees that the other party may obtain an injunction or an order
      of
      specific performance to compel such other party to fulfill any of its
      obligations as set forth in the Repurchase Documents if such other party fails
      or refuses to perform its obligations as set forth therein.





( vi )  The
      Seller shall be liable to the Deal Agent as agent for the Secured Parties,
      payable as and when incurred by the Deal Agent, for (A) the amount of all
      reasonable actual out-of-pocket expenses, including legal or other expenses
      incurred by the Deal Agent in connection with or as a consequence of an Event
      of
      Default, and (B) all reasonable costs incurred in connection with hedging
      or covering transactions.




85





( vii )  The
      Deal
      Agent as agent for the Secured Parties shall have, in addition to its rights
      hereunder, any rights otherwise available to it under any other agreement or
      Applicable Law.





( b )  The
      Deal
      Agent as agent for the Secured Parties may exercise one or more of the remedies
      available to the Deal Agent immediately upon the occurrence of an Event of
      Default and, except to the extent provided in Subsection 10.2(a)(i) and 10.2(a)(iv) of this
      Agreement, at any time thereafter without notice to the Seller. All rights
      and
      remedies arising under this Agreement and the other Repurchase Documents, as
      amended from time to time, are cumulative and not exclusive of any other rights
      or remedies that the Deal Agent as agent for the Secured Parties may
      have.





( c )  The
      Deal
      Agent as agent for the Secured Parties may enforce its rights and remedies
      hereunder without prior judicial process or hearing, and the Seller and the
      Guarantor hereby expressly waives any defenses the Seller, the Guarantor or
      the
      Pledgor might otherwise have to require the Deal Agent as agent for the Secured
      Parties to enforce its rights by judicial process. The Seller and the Guarantor
      also waives any defense (other than a defense of payment or performance) the
      Seller, the Guarantor and/or the Pledgor might otherwise have arising from
      the
      use of non-judicial process, enforcement and sale of all or any portion of
      the
      Purchased Items, or from any other election of remedies. The Seller, the
      Guarantor and the Pledgor recognize that non-judicial remedies are consistent
      with the usages of the trade, are responsive to commercial necessity and are
      the
      result of a bargain at arm’s-length.





( d )  To
      the
      extent permitted by Applicable Law, the Seller shall be liable to the Deal
      Agent
      as agent for the Secured Parties for interest on any amounts owing by the Seller
      hereunder, from the date the Seller becomes liable for such amounts hereunder
      until such amounts are (i) paid in full by the Seller or
      (ii) satisfied in full by the exercise of the Deal Agent’s rights
      hereunder. Interest on any sum payable by the Seller to the Deal Agent as agent
      for the Secured Parties under this Subsection 10.2(d) shall
      accrue interest from and after the date of the Event of Default and while such
      Event of Default is continuing at a rate equal to the Post-Default
      Rate.





( e )  In
      addition to the rights under this Section 10.2 ,
      during
      the continuance of an Event of Default, the Purchaser shall no longer be
      obligated to enter into any additional Transactions pursuant to any outstanding
      Confirmation and the Deal Agent as agent for the Secured Parties shall have
      the
      following additional rights if an Event of Default exists:





( i )  The
      Deal
      Agent as agent for the Secured Parties, the Purchaser, the Seller and the
      Guarantor agree and acknowledge that the Purchased Assets constitute collateral
      that may decline rapidly in value. Accordingly, notwithstanding anything to
      the
      contrary in this Agreement, the Deal Agent as agent for the Secured Parties
      shall not be required to give notice to the Seller or the Guarantor prior to
      exercising any remedy in respect of an Event of Default. If no prior notice
      is
      given, the Deal Agent shall give notice to the Seller of the remedies effected
      by the Deal Agent as agent for the Secured Parties promptly thereafter. The
      Deal
      Agent shall act in good faith in exercising its rights pursuant to this Subsection
      10.2(e) .





( ii )  The
      Deal
      Agent as agent for the Secured Parties may, in its discretion, elect to hold
      any
      Purchased Asset for its own account and earn the related interest on the full
      face amount thereof.





( f )  Notwithstanding
      anything contained in the Repurchase Documents to the contrary, neither the
      Seller, the Guarantor, the Pledgor nor any other Person shall be permitted
      to
      cure an Event of Default after the acceleration of any of the
      Obligations.




86





( g )  Subject
      to Subsections 2.15 , 13.3 , 13.4(d) ,
      and 13.10 and
      other similar provisions contained in the Repurchase Documents, the Seller
      and
      the Guarantor shall have all remedies available to them at law or equity for
      any
      breach of this Agreement by the Deal Agent as agent for the Secured
      Parties.





**Section** **10** **.** **3**  **Determination
      of Events of Default** **.**





In
      making
      a determination as to whether an Event of Default has occurred, the Deal Agent
      shall be entitled to rely on reports published or broadcast by media sources
      believed by the Deal Agent to be generally reliable and on information provided
      to it by any other sources believed by it to be generally reliable, provided that the
      Deal Agent reasonably and in good faith believes such information to be
      accurate.




87




**ARTICLE** **XI**





**INDEMNIFICATION**





**Section** **11** **.** **1**  **Indemnification
      by the Seller** **.**





( a )  The
      Seller agrees to hold the Purchaser, the Deal Agent, the Swap Counterparty,
      any
      Secured Party, any Affected Party and any Affiliates of the Purchaser, the
      Deal
      Agent, Swap Counterparty, any Secured Party and any Affected Party and the
      Purchaser’s, the Deal Agent’s, any Secured Party’s, any Affected Party’s and
      their Affiliates’ officers, directors, shareholders, partners, members, owners,
      employees, agents, attorneys, Affiliates and advisors (each an “ Indemnified
      Party ”
and
      collectively the “ Indemnified
      Parties ”)
      harmless from and indemnify any Indemnified Party against all out-of-pocket
      liabilities, out-of-pocket losses, out-of-pocket damages, judgments,
      out-of-pocket costs, out-of-pocket expenses, penalties or fines of any kind
      that
      may be imposed on, incurred by or asserted against such Indemnified Party
      (collectively, the “ Indemnified
      Amounts ”)
      in any
      way relating to, arising out of or resulting from (i) the Facility, this
      Agreement, the Repurchase Documents, the Mortgage Loan Documents, any Purchased
      Item, the Pledged Collateral and any other collateral for the Facility or any
      transaction or Transaction contemplated hereby or thereby, or any amendment,
      supplement, extension or modification of, or any waiver or consent under or
      in
      respect of, this Agreement, the Repurchase Documents, the Mortgage Loan
      Documents, any Purchased Item, the Pledged Collateral and any other collateral
      for the Facility, or any transaction or Transaction contemplated hereby or
      thereby, (ii) any Mortgage Asset, any Purchased Item, any Pledged
      Collateral or any other collateral for the Facility, (iii) any violation or
      alleged violation of, non-compliance with or liability under any Applicable
      Law
      (including, without limitation, violation of securities laws and Environmental
      Laws), (iv) ownership of, Liens on, security interests in or the exercise
      of rights and/or remedies under the Repurchase Documents, the Mortgage Loan
      Documents, the Purchased Items, the Pledged Collateral, any other collateral
      for
      the Facility, the Underlying Mortgaged Property, any other related Property
      or
      collateral or any part thereof or any interest therein or receipt of any Income
      or rents, (v) any accident, injury to or death of any person or loss of or
      damage to property occurring in, on or about any Underlying Mortgaged Property,
      any other related Property or collateral or any part thereof, the Purchased
      Items or on the adjoining sidewalks, curbs, parking areas, streets or ways,
      (vi) any use, nonuse or condition in, on or about, or possession,
      alteration, repair, operation, maintenance or management of, any Underlying
      Mortgaged Property, any other related Property or collateral or any part thereof
      or on the adjoining sidewalks, curbs, parking areas, streets or ways,
      (vii) any failure on the part of the Seller, the Guarantor or the Pledgor
      to perform or comply with any of the terms of the Mortgage Loan Documents,
      the
      Repurchase Documents, the Purchased Items, the Pledged Collateral or any other
      collateral for the Facility, (viii) performance of any labor or services or
      the furnishing of any materials or other property in respect of the Underlying
      Mortgaged Property, any other related Property or collateral, the Purchased
      Items or any part thereof, (ix) any claim by brokers, finders or similar
      Persons claiming to be entitled to a commission in connection with any lease
      or
      other transaction involving any Underlying Mortgaged Property, any other related
      Property or collateral, the Purchased Items or any part thereof or the
      Repurchase Documents, (x) any Taxes including, without limitation, any
      Taxes attributable to the execution, delivery, filing or recording of any
      Repurchase Document, any Mortgage Loan Document or any memorandum of any of
      the
      foregoing, (xi) any Lien or claim arising on or against the Underlying
      Mortgaged Property, any other related Property or collateral, the Pledged
      Collateral, the Purchased Items or any part thereof under any Applicable Law
      or
      any liability asserted against the Deal Agent, the Purchaser, any Secured Party
      or any Affected Party with respect thereto, (xii) the claims of any lessee
      or any Person acting through or under any lessee or otherwise arising under
      or
      as a consequence of any leases with respect to any Underlying Mortgaged
      Property, related Property or collateral, or any claims of a Borrower,
      (xiii) any civil penalty or fine assessed by OFAC against, and all
      reasonable costs and expenses (including counsel fees and disbursements)
      incurred in connection with the defense thereof, by any Indemnified Party as
      a
      result of conduct of the Seller, the Pledgor or the Guarantor that violates
      any
      sanction enforced by OFAC, (xiv) any and all Indemnified Amounts arising
      out of, attributable or relating to, accruing out of, or resulting from
      (1) a past, present or future violation or alleged violation of any
      Environmental Laws in connection with any Property or Underlying Mortgaged
      Property by any Person or other source, whether related or unrelated to the
      Seller, the Pledgor, the Guarantor or any Borrower, (2) any presence of any
      Materials of Environmental Concern in, on, within, above, under, near, affecting
      or emanating from any Property or Underlying Mortgaged Property, (3) the
      failure to timely perform any Remedial Work, (4) any past, present or
      future activity by any Person or other source, whether related or unrelated
      to
      the Seller, the Pledgor, the Guarantor or any Borrower in connection with any
      actual, proposed or threatened use, treatment, storage, holding, existence,
      disposition or other release, generation, production, manufacturing, processing,
      refining, control, management, abatement, removal, handling, transfer or
      transportation to or from any Property or Underlying Mortgaged Property of
      any
      Materials of Environmental Concern at any time located in, under, on, above
      or
      affecting any Property or Underlying Mortgaged Property, (5) any past,
      present or future actual Release (whether intentional or unintentional, direct
      or indirect, foreseeable or unforeseeable) to, from, on, within, in, under,
      near
      or affecting any Property or Underlying Mortgaged Property by any Person or
      other source, whether related or unrelated to the Seller, the Guarantor, the
      Pledgor or any Borrower, (6) the imposition, recording or filing or the
      threatened imposition, recording or filing of any Lien on any Property or
      Underlying Mortgaged Property with regard to, or as a result of, any Materials
      of Environmental Concern or pursuant to any Environmental Law, or (7) any
      misrepresentation or inaccuracy in any representation or warranty in any
      material respect or material breach or failure to perform any covenants or
      other
      obligations pursuant to this Agreement, the other Repurchase Documents or any
      of
      the Mortgage Loan Documents or relating to environmental matters in any way
      including, without limitation, under any of the Mortgage Loan Documents or
      (xv) any representation or warranty made or deemed made by the Seller, the
      Guarantor or any of their respective officers under or in connection with this
      Agreement or any other Repurchase Document, that shall have been false or
      incorrect in any material respect when made or deemed made or delivered,
      (xvi) the failure by the Seller, the Guarantor or any Servicer to comply
      with any term, provision or covenant contained in this Agreement, the Repurchase
      Documents, any Servicing Agreement or any agreement executed in connection
      with
      the foregoing agreements, or with any Applicable Law or with respect to any
      Purchased Items, or the nonconformity of any Purchased Items with any such
      Applicable Law, (xvii) the failure to vest and maintain vested in the
      Purchaser or Deal Agent as agent for the Secured Parties an undivided ownership
      interest in the Purchased Assets, together with all Income, free and clear
      of
      any Lien (other than Permitted Liens) whether existing at the time of any
      Transaction or at any time thereafter, (xviii) the aggregate Repurchase
      Price for all Transactions exceeding the Maximum Amount on any Business Day,
      (xix) the failure to maintain perfection under the UCC of any applicable
      jurisdiction or other Applicable Laws with respect to any Purchased Items,
      whether at the time of any Transaction or at any subsequent time, (xx) any
      dispute, claim, offset or defense (other than the discharge in bankruptcy of
      the Borrower )
      of the Borrower to the
      payment with respect to any Purchased Item (including, without limitation,
      a
      defense based on the Purchased Item not being a legal, valid and binding
      obligation of such Borrower enforceable against it in accordance with its terms), or any other claim
      resulting from the sale of the merchandise or services related to such Purchased
      Item or the furnishing or failure to furnish such merchandise or services,
      (xxi) any failure of the Seller, the Guarantor or any Servicer to perform
      its duties or obligations in accordance with the provisions of this Agreement,
      any Servicing Agreement or any of the other Repurchase Documents or any failure
      by the Seller, the Guarantor, any Servicer or any Affiliate of the Seller or
      the
      Guarantor to perform its respective duties under any Purchased Item,
      (xxii) the failure of the Seller, the Guarantor or any Servicer to remit
      any Income due hereunder to the Collection Account on or before the date such
      Income is required to be deposited therein (whether by the exercise of setoff
      rights or otherwise), (xxiii) any inability to obtain any judgment in, or
      utilize the court or other adjudication system of, any state in which a Borrower may be
      located as a result of the failure of the Seller to qualify to do business
      or
      file any notice or business activity report or any similar report,
      (xxiv) any action taken by the Seller, the Guarantor or any Servicer in the
      enforcement, collection or foreclosure of any Purchased Item, (xxv) any
      products liability claim or personal injury or property damage suit or other
      similar or related claim or action of whatever sort arising out of or in
      connection with the Purchased Assets or services that are the subject of any
      Purchased Item, (xxvi) any claim, suit or action of any kind or nature
      whatsoever arising out of or in connection with Environmental Laws including
      any
      vicarious liability, (xxvii) the failure by the Seller or the Guarantor to
      pay when due any Taxes for which the Seller or the Guarantor is liable,
      including, without limitation, sales, excise or personal property taxes payable
      in connection with the Purchased Items, (xxviii) any repayment by the Deal
      Agent, the Purchaser, any Secured Party or any Affected Party of any amount
      previously distributed in payment of the Repurchase Price, payment of Price
      Differential or the Aggregate Unpaids or any other amount due hereunder or
      under
      any Interest Rate Protection Agreement, in each case which amount the Deal
      Agent, the Purchaser, any Secured Party or any Affected Party believes in good
      faith is required to be repaid, (xxix) the commingling of Income on the
      Purchased Items at any time with other funds, (xxx) any investigation,
      litigation or proceeding related to this Agreement or the use of proceeds of
      Transactions or the security interest in the Purchased Items, (xxxi) any
      failure by the Seller to give reasonably equivalent value to the Transferors
      in
      consideration for the transfer by the Transferors to the Seller of any item
      of
      the Purchased Items or any attempt by any Person to void or otherwise avoid
      any
      such transfer under any statutory provision or common law or equitable action,
      including, without limitation, any provision of the Bankruptcy Code,
      (xxxii) the use of the proceeds of any Transaction in a manner other than
      as provided in this Agreement and the Purchase Agreements, (xxxiii) any
      Purchased Asset treated as or represented as an Eligible Asset or as satisfying
      the representations and warranties set forth in Schedule 1 that, at
      the applicable time, does not satisfy the foregoing criteria, (xxxiv) the
      exercise by any Borrower of any
      rights of setoff against the Seller, the Guarantor or any of their Affiliates
      or
      the exercise of any rights by a Borrower that
      impacts, impairs, reduces or diminishes any Income or any Purchased Asset,
      or
      (xxxv) the Seller’s, the Guarantor’s and/or the Pledgor’s conduct,
      activities, actions and/or inactions in connection with, relating to or arising
      out of any of the foregoing clauses of this Subsection 11.1(a) ,
      that,
      in each case, results from anything other than any Indemnified Party’s gross
      negligence, bad faith or willful misconduct. In any suit, proceeding or action
      brought by an Indemnified Party in connection with any Purchased Item, the
      Pledged Collateral or any other collateral for the Facility for any sum owing
      thereunder, or to enforce any provisions of any Purchased Item, the Pledged
      Collateral or any other collateral for the Facility, the Seller shall save,
      indemnify and hold such Indemnified Party harmless from and against all expense,
      loss or damage suffered by reason of any defense, set-off, counterclaim,
      recoupment or reduction of liability whatsoever of the account debtor, obligor
      or Borrower thereunder arising out of a breach by the Seller, the Guarantor
      or
      the Pledgor of any obligation thereunder or arising out of any other agreement,
      indebtedness or liability at any time owing to or in favor of such account
      debtor, obligor or Borrower or its successors from the Seller, the Guarantor
      or
      the Pledgor. The Seller also agrees to reimburse an Indemnified Party as and
      when billed by such Indemnified Party for all such Indemnified Party’s costs,
      expenses and fees incurred in connection with the enforcement or the
      preservation of such Indemnified Party’s rights under this Agreement, the
      Repurchase Documents, the Mortgage Loan Documents and any transaction or
      Transaction contemplated hereby or thereby, including, without limitation,
      the
      reasonable fees and disbursements of its counsel. In the case of an
      investigation, litigation or other proceeding to which the indemnity in this Subsection 11.1(a) applies,
      such indemnity shall be effective whether or not such investigation, litigation
      or proceeding is brought by the Seller, the Guarantor, the Pledgor and/or any
      of
      their officers, directors, shareholders, employees or creditors, an Indemnified
      Party or any other Person or any Indemnified Party is otherwise a party thereto
      and whether or not any transaction contemplated hereby is consummated.
      Notwithstanding the foregoing, if an Indemnified Amount is incurred under clause (xxxiii) above
      relating to a breach of any representation or warranty in Schedule 1 of this
      Agreement, the Deal Agent shall first pursue such loss under the provisions
      of Section 2.7 of this
      Agreement before pursuing such loss under this Article 11 .




88





( b )  Any
      amounts subject to the indemnification provisions of this Section 11.1 shall be
      paid by the Seller to the Indemnified Party within thirty (30) Business
      Days following such Person’s demand therefor. For the avoidance of doubt, an
      Indemnified Party may seek payment of any Indemnified Amount at any time and
      regardless of whether a Default or an Event of Default then exists or is
      continuing.





( c )  If
      for
      any reason the indemnification provided in this Section 11.1 is
      unavailable to the Indemnified Party or is insufficient to hold an Indemnified
      Party harmless, then the Seller shall contribute to the amount paid or payable
      by such Indemnified Party as a result of such loss, claim, damage or liability
      in such proportion as is appropriate to reflect not only the relative benefits
      received by such Indemnified Party on the one hand and the Seller and the
      Guarantor on the other hand but also the relative fault of such Indemnified
      Party as well as any other relevant equitable considerations.





( d )  The
      obligations of the Seller under this Article XI shall
      survive the resignation or removal of the Deal Agent and the termination of
      this
      Agreement.





**Section** **11** **.** **2**  **After-Tax
      Basis** **.**





Indemnification
      under Section 11.1 shall be
      in an amount necessary to make the Indemnified Party whole after taking into
      account any tax consequences to the Indemnified Party of the receipt of the
      indemnity provided hereunder, including the effect of such tax or refund on
      the
      amount of tax measured by net income or profits that is or was payable by the
      Indemnified Party.





**ARTICLE** **XII**





**THE
      DEAL AGENT**





**Section** **12** **.** **1**  **Deal
      Agent** **.**





( a )  Authorization
      and Action .
      The
      Purchasers hereby designate and appoint WCM as the Deal Agent hereunder and
      authorize the Deal Agent to act as agent and bailee and take such actions as
      agent and bailee on behalf of the Purchasers and the other Secured Parties
      and
      to exercise such powers as are delegated to the Deal Agent by the terms of
      this
      Agreement, together with such powers as are reasonably incidental thereto.
      The
      Deal Agent shall not have any duties or responsibilities, except those expressly
      set forth herein, or any fiduciary relationship with VFCC or the other Secured
      Parties, and no implied covenants, functions, responsibilities, duties,
      obligations or liabilities on the part of the Deal Agent shall be read into
      this
      Agreement or otherwise exist for the Deal Agent. In performing its functions
      and
      duties hereunder, the Deal Agent shall act solely as an agent for VFCC and
      the
      other Secured Parties and does not assume nor shall be deemed to have assumed
      any obligation or relationship of trust or agency with or for the Seller, the
      Guarantor, the Pledgor or any of their successors or assigns. The Deal Agent
      shall not be required to take any action that exposes the Deal Agent to personal
      liability or that is contrary to this Agreement or Applicable Law. The
      appointment and authority of the Deal Agent hereunder shall terminate at the
      indefeasible payment in full of the Obligations.




89





( b )  Delegation
      of Duties .
      The
      Deal Agent may execute any of its duties under this Agreement or the other
      Repurchase Documents by or through agents, bailees or attorneys-in-fact and
      shall be entitled to the advice of counsel concerning all matters pertaining
      to
      such duties. The Deal Agent shall not be responsible for the negligence or
      misconduct of any agents or attorneys-in-fact selected by it with reasonable
      care.





( c )  Exculpatory
      Provisions . Neither
      the Deal Agent nor any of its directors, officers, agents or employees shall
      be
      (i) liable for any action lawfully taken or omitted to be taken by it or
      them under or in connection with this Agreement (except for its, their or such
      Person’s own gross negligence or willful misconduct or, in the case of the Deal
      Agent, the breach of its obligations expressly set forth in this Agreement),
      or
      (ii) responsible in any manner to VFCC or any other Secured Party for any
      recitals, statements, representations or warranties made by the Seller contained
      in this Agreement or in any certificate, report, statement or other document
      referred to or provided for in, or received under or in connection with, this
      Agreement, for the value, validity, effectiveness, genuineness, enforceability
      or sufficiency of this Agreement or any other document furnished in connection
      herewith, for any failure of the Seller to perform its obligations hereunder,
      or
      for the satisfaction of any condition specified in Article III .
      The
      Deal Agent shall not be under any obligation to VFCC or any other Secured Party
      to ascertain or to inquire as to the observance or performance of any of the
      agreements or covenants contained in, or conditions of, this Agreement, or
      to
      inspect the Properties, books or records of the Seller. The Deal Agent shall
      not
      be deemed to have knowledge of any Default, Event of Default or Servicer Default
      unless the Deal Agent has received notice from the Seller or a Secured
      Party.





( d )  Reliance .
      The
      Deal Agent shall in all cases be entitled to rely, and shall be fully protected
      in relying, upon any document or conversation believed by it to be genuine
      and
      correct and to have been signed, sent or made by the proper Person or Persons
      and upon advice and statements of legal counsel, independent accountants and
      other experts selected by the Deal Agent. The Deal Agent shall in all cases
      be
      fully justified in failing or refusing to take any action under this Agreement
      or any other document furnished in connection herewith unless it shall first
      receive such advice or concurrence of VFCC and the other Secured Parties, as
      it
      deems appropriate, or it shall first be indemnified to its satisfaction by
      VFCC
      and the other Secured Parties; provided , that ,
      unless
      and until the Deal Agent shall have received such advice, the Deal Agent may
      take or refrain from taking any action as the Deal Agent shall deem advisable
      and in the best interests of VFCC and the other Secured Parties. The Deal Agent
      shall in all cases be fully protected in acting, or in refraining from acting,
      in accordance with a request of VFCC and the other Secured Parties, and such
      request and any action taken or failure to act pursuant thereto shall be binding
      upon VFCC and the other Secured Parties.





( e )  Non-Reliance
      on the Deal Agent and Other Purchaser .
      VFCC
      and the other Secured Parties expressly acknowledge that neither the Deal Agent
      nor any of its officers, directors, employees, agents, attorneys-in-fact or
      affiliates has made any representations or warranties to it and that no act
      by
      the Deal Agent hereafter taken, including, without limitation, any review of
      the
      affairs of the Seller, shall be deemed to constitute any representation or
      warranty by the Deal Agent. Each of the VFCC and the other Secured Parties
      represent and warrant to the Deal Agent that it has made and will make,
      independently and without reliance upon the Deal Agent, and based on such
      documents and information as it has deemed appropriate, its own appraisal of
      and
      investigation into the business, operations, property, prospects, financial
      and
      other conditions and creditworthiness of the Seller and has made its own
      decision to enter into this Agreement.




90





( f )  The
      Deal Agent in its Individual Capacity . The Deal
      Agent and any of its Affiliates may make loans to, accept deposits from and
      generally engage in any kind of business with the Seller or any Affiliate of
      the
      Seller as though the Deal Agent were not the Deal Agent hereunder. With respect
      to the Transactions entered into pursuant to this Agreement, the Deal Agent
      and
      each of its Affiliates shall have the same rights and powers under this
      Agreement as the Purchaser and may exercise the same as though it were not
      the
      Deal Agent and the terms “Purchaser” shall include the Deal Agent in its
      individual capacity.





( g )  Successor
      Deal Agent . The Deal
      Agent may, upon five (5) Business Days’ notice to the Seller and VFCC, and
      the Deal Agent will, upon the direction of VFCC, resign as Deal Agent. If the
      Deal Agent shall resign, then VFCC shall give notice of the proposed replacement
      Deal Agent to the Seller. The proposed replacement Deal Agent shall be subject
      to the Seller’s consent, which consent shall be in writing and shall not be
      unreasonably withheld, conditioned or delayed (the “Consent Standard”). If the
      Seller fails to respond to the Deal Agent within two (2) Business Days following
      notice from VFCC referred to above, the Seller shall be deemed to consent to
      the
      proposed replacement Deal Agent (without the need for such consent to be in
      writing). Any refusal by the Seller to consent to a proposed replacement Deal
      Agent shall be in writing and shall be accompanied by the specific reasons
      therefor. If the Seller timely responds and refuses to consent to the proposed
      replacement Deal Agent in accordance with the Consent Standard, VFCC shall
      propose alternative replacement Deal Agents until the Seller consents in
      accordance with the Consent Standard. If for any reason no successor Deal Agent
      is appointed by VFCC during such five (5) Business Day period, then
      effective upon the expiration of such five (5) Business Day period, the
      Seller shall make all payments it otherwise would have made to the Deal Agent
      in
      respect of the Obligations or under the Fee Letter directly to VFCC and for
      all
      purposes shall deal directly with VFCC until the Seller consents to a proposed
      replacement Deal Agent in accordance with the Consent Standard. After any
      retiring Deal Agent’s resignation hereunder as Deal Agent, the provisions of Article XI and Article XII shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was the Deal Agent under this Agreement.





**ARTICLE** **XIII**





**MISCELLANEOUS** ****





**Section** **13** **.** **1**  **Amendments
      and Waivers** **.**





No
      amendment, waiver or other modification of any provision of this Agreement
      shall
      be effective without the written agreement of each of the Seller, the Deal
      Agent, the Purchaser, the Guarantor and, to the extent the proposed amendment,
      waiver or other modification materially and adversely affects the Swap
      Counterparty, the Swap Counterparty; provided , however ,  that,
      no
      such amendment, waiver or modification that is material shall be effective
      unless (if and to the extent required by the commercial paper program of the
      Purchaser) the Rating Agencies shall have provided Ratings Confirmations. Any
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.





**Section** **13** **.** **2**  **Notices
      and Other Communications** **.**





All
      notices and other communications provided for hereunder shall, unless otherwise
      stated herein, be in writing (including telex communication and communication
      by
      facsimile copy) and mailed, telexed, transmitted or delivered, as to each party
      hereto, at its address set forth under its name on the signature pages of this
      Agreement or at such other address as shall be designated by such party in
      a
      written notice to the other parties hereto. All such notices and communications
      shall be effective, upon receipt, or in the case of (a) notice by telex,
      when telexed against receipt of answer back, or (b) notice by facsimile copy,
      when verbal communication of receipt is obtained. Neither
      the Seller, the Guarantor nor the Pledgor shall be entitled to any notices
      of
      any nature whatsoever from the Deal Agent, the Purchaser, any Secured Party
      or
      any Affected Party, except with respect to matters for which this Agreement
      or
      the Repurchase Documents specifically and expressly provide for the giving
      of
      notice by the Deal Agent, the Purchaser, any Secured Party or any Affected
      Party
      to the Seller, the Guarantor and/or the Pledgor and, except with respect to
      matters for which the Seller, the Guarantor or the Pledgor is not, pursuant
      to
      Applicable Law, permitted to waive the giving of notice.




91





**Section** **13** **.** **3**  **Set-offs** **.**





( a )  In
      addition to any rights and remedies of the Deal Agent, the Purchaser or any
      Secured Party provided by this Agreement ,
      the
      Repurchase Documents and
      by
      Applicable Law, the Purchaser and the Deal Agent as agent for the Secured
      Parties shall have the right, without prior notice to the Seller or the
      Guarantor, any such notice being expressly waived by the Seller and the
      Guarantor to the extent permitted by Applicable Law, upon any amount becoming
      due and payable by the Seller to the Deal Agent, the Purchaser or any Secured
      Party hereunder, under the Repurchase Documents or otherwise (whether at the
      stated maturity, by acceleration or otherwise) to set-off and appropriate and
      apply against such amount any and all monies and other property of the Seller,
      any and all deposits (general or special, time or demand, provisional or final),
      in any currency, and any and all other credits, indebtedness or claims, in
      any
      currency, in each case whether direct or indirect, absolute or contingent,
      matured or unmatured, and in each case at any time held or owing by the Deal
      Agent, the Purchaser, any Secured Party or any Affiliate thereof to or for
      the
      credit or the account of the Seller. The Deal Agent agrees promptly to notify
      the Seller and the Guarantor after any such set-off and application made by
      the
      Deal Agent as agent for the Secured Parties or the Purchaser, provided that the
      failure to give such notice shall not affect the validity of such set-off and
      application. The
      Seller and the Guarantor hereby waive any right of setoff it may have or to
      which it may be entitled under this Agreement from time to time against the Deal
      Agent, the Purchaser and any Secured Party or their
      assets.





( b )  If
      any
      Secured Party, whether by setoff or otherwise, has payment made to it with
      respect to any portion of the Obligations owing to such Secured Party (other
      than payments received pursuant to Section 11.1 )
      in a
      greater proportion than that received by any other Secured Party, such Secured
      Party agrees, promptly upon demand, to purchase for cash without recourse or
      warranty a portion of the Obligations held by the other Secured Parties so
      that
      after such purchase each Secured Party will hold its ratable proportion of
      the
      Obligations; provided , however ,
      that if
      all or any portion of such excess amount is thereafter recovered from such
      Secured Party, such purchase shall be rescinded and the purchase price restored
      to the extent of such recovery, but without interest.





**Section** **13** **.** **4**  **No
      Waiver; E** **tc.**





( a )  Upon
      the
      occurrence and during the continuance of an Event of Default, the Deal Agent,
      the Purchaser, a Secured Party or an Affected Party shall have, with respect
      to
      the security interest in the Purchased Assets granted pursuant to Article VIII of this
      Agreement, and in addition to all other rights and remedies available to the
      Deal Agent and Purchaser under this Agreement or other Applicable Law, all
      rights and remedies of a secured party upon default under the UCC.





( b )  The
      Seller and the Guarantor agree, to the full extent that it may lawfully so
      agree, that neither it nor anyone claiming through or under it will set up,
      claim or seek to take advantage of any appraisement, valuation, stay, extension
      or redemption law now or hereafter in force in any locality where any Purchased
      Items may be situated in order to prevent, hinder or delay the enforcement
      or
      foreclosure of this Agreement, or the absolute sale of any of the Purchased
      Items or any part thereof, or the final and absolute putting into possession
      thereof, immediately after such sale, of the purchasers thereof, and the Seller
      and the Guarantor, each for itself and all who may at any time claim through
      or
      under it, hereby waives, to the full extent that it may be lawful so to do,
      the
      benefit of all such laws and any and all right to have any of the properties
      or
      assets constituting the Purchased Items marshaled upon any such sale, and agrees
      that the Deal Agent as agent to the Secured Parties or any court having
      jurisdiction to foreclose the security interests granted in this Agreement
      may
      sell the Purchased Items as an entirety or in such parcels as the Purchaser
      or
      such court may determine.




92





( c )  No
      failure on the part of the Deal Agent, the Purchaser, a Secured Party or an
      Affected Party to exercise, and no delay in exercising, any right or remedy
      hereunder shall operate as a waiver thereof; nor shall any single or partial
      exercise of any right or remedy hereunder preclude any further exercise thereof
      or the exercise of any other right. The rights and remedies herein provided
      are
      cumulative and not exclusive of any rights and remedies provided by Applicable
      Law .
      Application of the Post-Default Rate or increased Pricing Spread after a Default
      or Event of Default shall not be deemed to constitute a waiver of any Default
      or
      Event of Default or any rights or remedies of the Deal Agent, the Purchaser,
      the
      Secured Parties or from any other Affected Party under this Agreement, any
      other
      Repurchase Documents or Applicable Law, or a consent to any extension of time
      for the payment or performance of any obligation with respect to which the
      Post-Default Rate or increase in Pricing Spread after an Event of Default may
      be
      invoked.





( d )  In
      the
      event that a claim or adjudication is made that the Deal Agent, the Purchaser,
      a
      Secured Party or an Affected Party has acted unreasonably or unreasonably
      delayed acting in any case where by Applicable Law or under this Agreement
      or
      the other Repurchase Documents it has an obligation to act reasonably or
      promptly, neither the Deal Agent, the Purchaser, the Secured Parties nor the
      Affected Parties shall be liable for any punitive, consequential, indirect
      or
      special damages in connection therewith or any other breach or default by the
      Deal Agent, the Purchaser, a Secured Party or an Affected Party, and the
      Seller’s and the Guarantor’s sole remedies shall be limited to commencing an
      action seeking injunctive relief, actual damages or declaratory
      judgment .





**Section** **13** **.** **5**  **Binding
      Effect** **.**





This
      Agreement shall be binding upon and inure to the benefit of the Seller, the
      Deal
      Agent, the Purchaser, the Secured Parties, the Affected Parties and the
      Guarantor and their respective successors and permitted assigns.





**Section** **13** **.** **6**  **Governing
      Law; Consent to Jurisdiction; Waiver of Objection to
      Venue** **.**





THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
      THEREOF). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE
      JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW
      YORK.
      EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON
      CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN
      ANY
      OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
      EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.




93





**Section** **13** **.** **7**  **Jurisdiction;
      Waiver of Jury Trial** **.**





( a )  EACH
      OF
      THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY
      FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO
      AND EACH SECURED PARTY HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS
      AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE
      AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
      RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.





( b )  TO
      THE
      EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES
      ANY
      RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
      IN
      CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF,
      CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF
      THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
      INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL
      WITHOUT A JURY.





**Section** **13** **.** **8**  **Costs,
      Expenses and Taxes** **.**





( a )  The
      Seller agrees to pay as and when billed by the Deal Agent, the Purchaser, the
      Secured Parties or any Affected Party all of the reasonable out-of-pocket costs
      and expenses incurred by the Deal Agent, the Purchaser, the Secured Parties
      and/or any Affected Party in connection with the development, preparation,
      execution and delivery of, and any amendment, supplement, renewal, extension
      or
      modification to or waiver of, this Agreement, the Repurchase Documents, any
      Transaction hereunder and any other documents and agreements prepared in
      connection herewith or therewith. The Seller agrees to pay as and when billed
      by
      the Deal Agent, the Purchaser, any Secured Party and/or any Affected Party
      all
      of the reasonable out-of-pocket costs and expenses incurred in connection with
      the consummation and administration of the transactions contemplated hereby
      and
      thereby including, without limitation, (i) all the reasonable fees and
      out-of-pocket expenses of counsel for the Deal Agent, the Purchaser, the Secured
      Parties and the Affected Parties with respect thereto and with respect to
      advising the Deal Agent, the Purchaser, the Secured Parties and the Affected
      Parties as to their respective rights and remedies under this Agreement, the
      Repurchase Documents and the other documents to be delivered hereunder or in
      connection herewith, (ii) all costs and expenses, if any (including
      reasonable counsel fees and expenses) incurred by the Deal Agent, the Purchaser,
      the Secured Parties and the Affected Parties in connection with the enforcement
      of this Agreement, the Repurchase Documents and the other documents to be
      delivered hereunder or thereunder or in connection herewith or therewith and
      (iii) all the due diligence, inspection, audit, testing, review, recording,
      travel, lodging or other administrative costs and expenses incurred by the
      Deal
      Agent, the Purchaser, the Secured Parties and/or any Affected Party with respect
      to such Person’s review, consideration and purchase or proposed purchase of any
      Mortgage Asset, any Purchased Asset or any Purchased Item under this Agreement
      and the other Repurchase Documents (including any costs necessary or incidental
      to the execution of any Transaction under this Agreement), including, but not
      limited to, those costs and expenses incurred by the Deal Agent, the Purchaser,
      the Secured Parties and/or any Affected Party and reimbursable by the Seller
      pursuant to Subsection 11.1(a) of this
      Agreement.





( b )  The
      Seller shall pay on demand any and all stamp, sales, excise and other taxes
      and
      fees payable or determined to be payable in connection with the execution,
      delivery, filing and recording of this Agreement, the Repurchase Documents
      or
      the other documents to be delivered hereunder or thereunder or any agreement
      or
      other document providing liquidity support, credit enhancement or other similar
      support to the Purchaser in connection with this Agreement or the funding or
      maintenance of Transactions hereunder.




94





( c )  The
      Seller shall pay on demand all other reasonable costs, expenses and Taxes
      (excluding income, franchise and similar taxes) incurred by the Deal Agent,
      the
      Purchaser, the Secured Parties and the Affected Parties (“ Other
      Costs ”),
      including, without limitation, all reasonable costs and expenses incurred by
      the
      Deal Agent, the Purchaser, the Secured Parties and the Affected Parties in
      connection with periodic audits of the Seller’s, the Guarantor’s, the Pledgor’s
      or any Servicer’s books and records.





**Section** **13** **.** **9**  **Legal
      Matters** **.**





( a )  In
      the
      event of any conflict between the terms of this Agreement, any other Repurchase
      Document and any Confirmation, the documents shall control in the following
      order of priority: first ,
      the
      terms of the Confirmation shall prevail, then the terms of this Agreement shall
      prevail, and then the terms of the other Repurchase Documents shall
      prevail.





( b )  Each
      of
      the Seller and the Guarantor hereby acknowledges that:





( i )  it
      has
      been advised by counsel of its choosing in the negotiation, execution and
      delivery of the Repurchase Documents;





( ii )  it
      has no
      fiduciary relationship with the Deal Agent, the Purchaser or any Secured Party
      (including under any Repurchase Document); and





( iii )  no
      joint
      venture exists with the Purchaser.





**Section** **13** **.** **10**  **Recourse** **.**





( a )  No
      recourse under or with respect to any obligation, covenant or agreement
      (including, without limitation, the payment of any fees or any other
      obligations) of the Deal Agent, the Purchaser, any Secured Party, any Affected
      Party, the Seller or the Guarantor as contained in this Agreement or any other
      Repurchase Document entered into by any such party pursuant hereto or thereto
      or
      in connection herewith or therewith shall be had against any administrator
      of
      the Deal Agent, the Purchaser, the Secured Parties, any Affected Party, the
      Seller, the Pledgor or the Guarantor or any incorporator, Affiliate, owner,
      member, partner, stockholder, officer, director, employee, agent or attorney
      of
      the Deal Agent, the Purchaser, the Secured Parties, any Affected Party, the
      Seller, the Pledgor or the Guarantor, or of any such administrator, as such,
      by
      the enforcement of any assessment or by any legal or equitable proceeding,
      by
      virtue of any statute or otherwise; it
      being expressly agreed and understood that the
      agreements of each of the Deal Agent, the Purchaser, the Secured Parties, the
      Affected Parties, the Seller, the Pledgor and the Guarantor contained in this
      Agreement and all of the other agreements, instruments and documents entered
      into by any such party pursuant hereto or thereto or in connection herewith
      or
      therewith are, in each case, solely the corporate obligations of the Deal Agent,
      the Purchaser, the Secured Parties, the Affected Parties, the Seller, the
      Pledgor and the Guarantor, and that no personal liability whatsoever shall
      attach to or be incurred by any administrator of the Deal Agent, the Purchaser,
      the Secured Parties, the Affected Parties, the Seller, the Pledgor or the
      Guarantor or any incorporator, owner, member, partner, stockholder, Affiliate,
      officer, director, employee, agent or attorney of the Deal Agent, the Purchaser,
      the Secured Parties, the Affected Parties, the Seller, the Pledgor or the
      Guarantor, or of any such administrator, as such, or any other of them, under
      or
      by reason of any of the obligations, covenants or agreements of the Deal Agent,
      the Purchaser, the Secured Parties or the Affected Parties, the Seller, the
      Pledgor or the Guarantor contained in this Agreement, the Repurchase Documents
      or in any other such instruments, documents or agreements, or that are implied
      therefrom, and that any and all personal liability of every such administrator
      of the Deal Agent, the Purchaser, the Secured Parties, any Affected Party,
      the
      Seller, the Pledgor and the Guarantor and each incorporator, owner, member,
      partner, stockholder, Affiliate, officer, director, employee, agent or attorney
      of the Deal Agent, the Purchaser, the Secured Parties or the Affected Parties,
      the Seller, the Pledgor and the Guarantor, or of any such administrator, or
      any
      of them, for breaches by the Deal Agent, the Purchaser, the Secured Parties
      or
      any Affected Party, the Seller, the Pledgor or the Guarantor of any such
      obligations, covenants or agreements, which liability may arise either at common
      law or at equity, by statute or constitution, or otherwise, is hereby expressly
      waived as a condition of and in consideration for the execution of this
      Agreement. The provisions of this Section 13.10(a) shall
      survive the termination of this Agreement until the expiration of the applicable
      statute of limitations.




95





( b )  Notwithstanding
      anything in this Agreement to the contrary, neither VFCC nor any other Purchaser
      that is a commercial paper conduit shall have any obligation to pay any amount
      required to be paid by it hereunder in excess of any amount available to VFCC
      or
      any other Purchaser that is a commercial paper conduit after paying or making
      provision for the payment of its Commercial Paper Notes. All payment obligations
      of VFCC and the other Purchasers that are commercial paper conduits hereunder
      are contingent on the availability of funds to such Purchaser in excess of
      the
      amounts necessary to pay its Commercial Paper Notes; and each of the other
      parties hereto agrees that it shall not have a claim under Section 101(5)
      of the Bankruptcy Code if and to the extent that any such payment obligation
      owed to it by VFCC or any other Purchaser that is a commercial paper conduit,
      as
      applicable, exceeds the amount available to VFCC or any other Purchaser that
      is
      a commercial paper conduit, as applicable, to pay such amount after paying
      or
      making provision for the payment of its Commercial Paper Notes.





**Section** **13** **.** **11**  **Protection
      of Right, Title and Interest; Further Action Evidencing
      Transactions** **.**





( a )  The
      Seller agrees that, from time to time, at its expense, it will promptly execute
      and deliver all instruments and documents, and take all actions, that the Deal
      Agent and the Purchaser may reasonably request in order to perfect, protect
      or
      more fully evidence the Transactions hereunder and the security interest granted
      in the Purchased Items, or to enable the Deal Agent as agent for the Secured
      Parties and the Purchaser to exercise and enforce its rights and remedies
      hereunder, under any Repurchase Document or under any Purchased
      Item.





( b )  If
      the
      Seller fails to perform any of its obligations hereunder, the Deal Agent or
      the
      Purchaser may (but shall not be required to) perform, or cause performance
      of,
      such obligation; and the Deal Agent’s or the Purchaser’s reasonable costs and
      expenses incurred in connection therewith shall be payable by the Seller. The
      Seller irrevocably appoints the Deal Agent and the Purchaser as its
      attorney-in-fact and authorizes the Deal Agent and the Purchaser to act on
      behalf of the Seller to file financing statements necessary or desirable in
      the
      Deal Agent’s and Purchaser’s discretion to perfect and to maintain the
      perfection and priority of the security interest in the Purchased Items. This
      appointment is coupled with an interest and is irrevocable.





**Section** **13** **.** **12**  **Term
      of this Agreement** **.**





This
      Agreement, including, without limitation, the Seller’s, the Guarantor’s, and the
      Pledgor’s representations, agreements, covenants, obligations and duties set
      forth herein, creates and constitutes the continuing obligation of the parties
      hereto in accordance with its terms and shall remain in full force and effect
      until the Obligations are paid in full; provided , however ,
      notwithstanding the repayment in full of the Obligations and/or the termination
      of this Agreement, the indemnification and payment provisions of Article XI ,
      the
      provisions of Subsections 2.5(b) , 2.13 , 2.14 , 13.7 , 13.8 , 13.10(a) and 13.13 ,
      and any
      other provision that by its terms expressly survives termination, shall each
      be
      continuing and shall survive any termination of this Agreement until the
      expiration of the statute of limitations applicable thereto. This Agreement
      and
      the other Repurchase Documents shall continue to be effective or be
      automatically reinstated, as the case may be, if at any time payment, in whole
      or in part, of any of the Obligations is rescinded or must otherwise be
      restored or returned by the Deal Agent as agent for the Secured Parties or
      the
      Purchaser as a preference, fraudulent conveyance or otherwise under any
      Insolvency Law, all as though such payment had not been made; provided that
      in
      the event payment of all or any part of the Obligations is rescinded or must
      be
      restored or returned, all reasonable costs and expenses (including, without
      limitation, any reasonable legal fees and disbursements) incurred by the Deal
      Agent as agent for the Secured Parties or the Purchaser in defending and
      enforcing such reinstatement shall be deemed to be included as a part of the
      Obligations.




96





**Section** **13** **.** **13**  **Confidentiality** **.**





( a )  Each
      of
      the Deal Agent, the Purchasers, the Secured Parties, the Affected Parties,
      the
      Liquidity Agent, the Custodian, the Seller, the Guarantor, the Pledgor, and
      each Servicer shall maintain and shall cause each of its employees and officers
      to maintain the confidentiality of this Agreement, the other Repurchase
      Documents and all information with respect to the other parties, including
      all
      information regarding the business of the Seller, the Guarantor and the Pledgor
      and their respective businesses obtained by it or them in connection with the
      structuring, negotiating and execution of the transactions contemplated herein,
      except that each such party and its directors, officers and employees may
      (i) disclose such information to its external accountants, attorneys,
      investors, potential investors and credit enhancers to the Purchasers (including
      the directors, officers, external accountants, and attorneys of such credit
      enhancers) and the agents or advisors of such Persons (“ Excepted
      Persons ”)
      who
      have a need to know such information, provided that each Excepted Person shall
      be advised by the party disclosing such information of the confidential nature
      of the information being disclosed, (ii) disclose the existence of this
      Agreement, but not the financial terms thereof, (iii) disclose such
      information as is required by Applicable Law and (iv) disclose this
      Agreement and such information in any suit, action, proceeding or investigation
      (whether in law or in equity or pursuant to arbitration) involving any of the
      Repurchase Documents or any Interest Rate Protection Agreement for the
      purpose of defending itself, reducing its liability or protecting or exercising
      any of its claims, rights, remedies or interests under or in connection with
      any
      of the Repurchase Documents or any Interest Rate Protection Agreement, provided
      that the Persons permitted to make such disclosures under clauses (iii) and (iv) shall
      also include credit enhancers to the Purchasers. It is understood that the
      financial terms that may not be disclosed except in compliance with this Subsection 13.13(a) include,
      without limitation, all fees and other pricing terms, and all Events of Default,
      Servicer Defaults and priority of payment provisions.





( b )  Anything
      herein to the contrary notwithstanding, the Seller, the Guarantor, the Pledgor
      and each Servicer each hereby consents to the disclosure of any nonpublic
      information with respect to it (i) to the Deal Agent, the Purchasers, the
      Liquidity Agent, the Custodian, the Secured Parties and the Affected Parties
      by
      each other, (ii) by the Deal Agent or the Purchasers to any prospective or
      actual assignee or participant of any of them or (iii) by the Deal Agent,
      the Liquidity Agent or a Purchaser to any Rating Agency, commercial paper dealer
      or provider of a surety, guaranty or credit or liquidity enhancement to a
      Purchaser and to any officers, directors, employees, outside accountants,
      advisors and attorneys of any of the foregoing, provided each such Person is
      informed of and agrees to for NorthStar the confidential nature of such
      information. In addition, the Secured Parties, the Liquidity Agent, the
      Purchasers, any credit enhancers to the Purchasers and the Deal Agent may
      disclose any such nonpublic information as required pursuant to any law, rule,
      regulation, direction, request or order of any judicial, administrative or
      regulatory authority or proceedings (whether or not having the force or effect
      of law).




97





( c )  Notwithstanding
      anything herein to the contrary, the foregoing shall not be construed to
      prohibit (i) disclosure of any and all information that is or becomes
      publicly known, (ii) disclosure of any and all information (A) if
      required to do so by any applicable statute, law, rule or regulation,
      (B) to any government agency or regulatory body having or claiming
      authority to regulate or oversee any respects of any of the Purchasers, the
      Secured Parties, the Affected Parties, the Liquidity Agent, the Seller’s, the
      Guarantors or the Custodian’s business or that of their Affiliates,
      (C) pursuant to any subpoena, civil investigative demand or similar demand
      or request of any court, regulatory authority, arbitrator or arbitration to
      which any of the Purchasers, the Secured Parties, the Affected Parties, the
      Liquidity Agent, the Seller’s, the Guarantors or the Custodian or an Affiliate
      or an officer, director, employer or shareholder thereof is a party, (D) in
      any preliminary or final offering circular, registration statement or contract
      or other document pertaining to the transactions contemplated herein approved
      in
      advance by the Purchaser, the Deal Agent, the Seller, the Guarantor, the Pledgor
      or any Servicer or (E) to any Affiliate, independent or internal auditor,
      agent, employee or attorney of the Custodian having a need to know the same,
      provided that the Custodian advises such recipient of the confidential nature
      of
      the information being disclosed or (iii) any other disclosure authorized by
      the Seller, the Guarantor, the Pledgor or any Servicer.





( d )  Notwithstanding
      anything to the contrary contained herein, the Repurchase Documents or in any
      related document, all Persons may disclose to any and all Persons, without
      limitation of any kind, the federal income tax treatment of any of the
      transactions contemplated by this Agreement, the Repurchase Documents or any
      other related document, any fact relevant to understanding the federal tax
      treatment of such transactions and all materials of any kind (including opinions
      or other tax analyses) relating to such federal income tax
      treatment.





( e )  Notwithstanding
      anything to the contrary contained herein or in any Repurchase Document,
      Guarantor and any Affiliate of Guarantor shall be entitled to disclose any
      and
      all terms of any Repurchase Document (including the public filing thereof)
      if
      the Guarantor, in its sole discretion, deems it necessary or appropriate under
      the rules or regulations of the Securities and Exchange Commission and/or the
      New York Stock Exchange.





**Section** **13** **.** **14**  **Execution
      in Counterparts** **.**





( a )  This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts (including by facsimile), each of which when
      so
      executed shall be deemed to be an original and all of which when taken together
      shall constitute one and the same agreement.





( b )  Each
      provision of this Agreement shall be valid, binding and enforceable to the
      fullest extent permitted by Applicable Law. In case any provision in or
      obligation, duty, covenant or agreement under this Agreement or the other
      Repurchase Documents shall be invalid, illegal or unenforceable in any
      jurisdiction (either in its entirety or as applied to any Person, fact,
      circumstance, action or inaction), the validity, legality and enforceability
      of
      the remaining provisions, obligations, duties, covenants and agreements, or
      of
      such provision, obligation, duty, covenant or agreement in any other
      jurisdiction or as applied to any Person, fact, circumstance, action or
      inaction, shall not in any way be affected or impaired thereby.





( c )  This
      Agreement and any other Repurchase Document executed in connection herewith
      contain the final and complete integration of all prior expressions by the
      parties hereto and thereto with respect to the subject matter hereof and thereof
      and shall constitute the entire agreement among the parties hereto and thereto
      with respect to the subject matter hereof and thereof, superseding all prior
      oral or written understandings.




98





**Section** **13** **.** **15**  **Seller’s
      Waiver of Setoff** **.**





Each
      of
      the parties hereto (other than VFCC and any Affected Party) hereby waives any
      right of setoff it may have or to which it may be entitled under this Agreement
      and the other Repurchase Documents from time to time against VFCC and any
      Affected Party or their assets or Properties.





**Section** **13** **.** **16**  **Assignments
      and Participations; Hypothecation of Purchased Assets** **.**





Neither
      the Seller nor the Guarantor may assign, delegate, grant any interest in, permit
      any Lien to exist on or otherwise transfer in any way any of its rights, duties,
      covenants or obligations under this Agreement or the other Repurchase Documents
      without the prior written consent of the Deal Agent in its discretion and any
      attempt by the Seller or the Guarantor to do any of the foregoing without the
      prior written consent of the Deal Agent in its discretion shall be null and
      void. The Deal Agent, the Purchaser and any Secured Party may sell, transfer,
      assign, pledge or grant participation interests to any Person (other than to
      competitors of NorthStar that are disclosed in writing from time to time to
      the
      Deal Agent, provided that Wachovia, any Secured Party, any commercial paper
      conduit administered or managed by Wachovia and any Affiliate of the foregoing
      shall not be deemed to be competitors of NorthStar) in all or any portion of
      any
      Transaction, its interest in all or any portion of any Purchased Item and/or
      any
      other interest of the Purchaser or any Secured Party under this Agreement and
      the other Repurchase Documents but no such assignment or participation shall
      affect or obviate a Purchaser’s or Deal Agent’s obligation to transfer Purchased
      Assets back to the Seller or to apply income to or for the benefit of the Seller
      to the extent expressly provided by this Agreement (any such entity, a
“ Transferee ”),
      provided that the Deal Agent shall give concurrent notice to the Seller of
      any
      assignment (the failure to give such notice, however, shall not affect the
      validity or enforceability of such assignment). Each of the Seller and the
      Guarantor agrees to cooperate, at the Deal Agent’s expense, with the Deal Agent,
      the Purchaser and each Secured Party in connection with any such assignment,
      transfer, pledge, participation or sale, and to enter into such restatements
      of,
      and amendments, supplements and other modifications to, this Agreement, in
      order
      to give effect to such assignment, transfer, pledge, participation or sale.
      The
      parties to any such transfer, assignment, pledge or participation shall execute
      and deliver to the Deal Agent, for its acceptance and recording in its books
      and
      records, such agreement as shall be satisfactory to such parties and the Deal
      Agent.





**Section** **13** **.** **17**  **Single
      Agreements** **.**





The
      Deal
      Agent, the Purchaser and the Seller acknowledge that, and have entered hereinto
      and will enter into each Transaction hereunder in consideration of and in
      reliance upon the fact that, all Transactions hereunder constitute a single
      business and contractual relationship and have been made in consideration of
      each other. Accordingly, each of the Seller and the Guarantor agrees (i) to
      perform all of its obligations in respect of each Transaction hereunder, and
      that a default in the performance of any such obligations shall constitute
      a
      default by it in respect of all Transactions hereunder, and (ii) that
      payments, deliveries and other transfers made by it or others on its behalf
      in
      respect of any Transaction shall be deemed to have been made in consideration
      of
      payments, deliveries and other transfers in respect of any other Transactions
      hereunder, and the obligations to make any such payments, deliveries and other
      transfers may be applied against each other and netted.





**Section** **13** **.** **18**  **Disclosure
      Relating to Certain Federal Protections** **.**





The
      parties acknowledge that they have been advised that:





( a )  in
      the
      case of Transactions in which one of the parties is a broker or dealer
      registered with the Securities and Exchange Commission (“ SEC ”)
      under
      Section 15 of the Securities Exchange Act of 1934 (“ 1934
      Act ”),
      the
      Securities Investor Protection Corporation has taken the position that the
      provisions of the Securities Investor Protection Act of 1970 (“ SIPA ”)
      do not
      protect the other party with respect to any Transaction hereunder;




99





( b )  in
      the
      case of Transactions in which one of the parties is a government securities
      broker or a government securities dealer registered with the SEC under
      Section 15C of the 1934 Act, SIPA will not provide protection to the
      other party with respect to any Transaction hereunder; and





( c )  in
      the
      case of Transactions in which one of the parties is a financial institution,
      funds held by the financial institution pursuant to a Transaction hereunder
      are
      not a deposit and therefore are not insured by the Federal Deposit Insurance
      Corporation or the National Credit Union Share Insurance Fund, as applicable;
      and





( d )  in
      the
      case of Transactions in which one of the parties is an “insured depository
      institution” as that term is defined in Section 1813(c)(2) of
      Title 12 of the United States Code, funds held by the financial institution
      pursuant to a Transaction hereunder are not a deposit and therefore are not
      insured by the Federal Deposit Insurance Corporation, the Savings Association
      Insurance Fund or the Bank Insurance Fund, as applicable.





**Section** **13** **.** **19**  **Intent** **.**





( a )  The
      parties recognize that each Transaction is a “ Repurchase
      Agreement ”
as
      that
      term is defined in Section 101 of Title 11 of the United States Code,
      as amended (except insofar as the type of Purchased Assets subject to such
      Transaction or the term of such Transaction would render such definition
      inapplicable) and a “ Securities
      Contract ”
as
      that
      term is defined in Section 741 of Title 11 of the United States Code,
      as amended (except insofar as the type of Purchased Assets subject to such
      Transaction would render such definition inapplicable).





( b )  The
      parties agree and acknowledge that if a party hereto is an “ Insured
      Depository Institution ,”
as
      such term is defined in the Federal Deposit Insurance Act, as amended
      (“ FDIA ”),
      then
      each Transaction hereunder is a “ Qualified
      Financial Contract ,”
as
      that term is defined in FDIA and any rules, orders or policy statements
      thereunder (except insofar as the type of Purchased Assets subject to such
      Transaction would render such definition inapplicable).





( c )  It
      is
      understood and agreed that this Agreement constitutes a “Master Netting
      Agreement” as that term is defined in Section 101 of Title 11 of the
      United States Code.





( d )  It
      is
      understood that this Agreement constitutes a “ Netting
      Contract ”
as
      defined in and subject to Title IV of the Federal Deposit Insurance
      Corporation Improvement Act of 1991 (“ FDICIA ”)
      and
      each payment entitlement and payment obligation under any Transaction hereunder
      shall constitute a “ Covered
      Contractual Payment Entitlement ”
or
      “ Covered
      Contractual Payment Obligation ”,
      respectively, as defined in and subject to FDICIA (except insofar as one or
      both
      of the parties is not a “ Financial
      Institution ”
as
      that
      term is defined in FDICIA or regulations promulgated thereunder).





( e )  It
      is
      understood that any party’s right to liquidate Purchased Assets delivered to it
      in connection with Transactions hereunder or to exercise any other remedies
      pursuant to Section 10.2 is a
      contractual right to liquidate such Transaction as described in
      Sections 555, 559 and 561 of Title 11 of the United States Code, as
      amended.




100





**Section** **13** **.** **20**  **Review
      of Due Diligence and Books and Records** **.**





Each
      of
      the Seller and the Guarantor acknowledge that each of the Deal Agent, the
      Purchaser and the other Secured Parties has the right to perform continuing
      due
      diligence reviews with respect to the Purchased Items and the Seller and the
      Guarantor for purposes of verifying compliance with the representations,
      warranties, covenants, agreements and specifications made hereunder, under
      the
      Repurchase Documents or otherwise, and each of the Seller and the Guarantor
      agree that, upon reasonable (but no less than one (1) Business Day’s) prior
      notice, unless an Event of Default shall have occurred, in which case no notice
      is required, to the Seller or the Guarantor, as applicable, the Deal Agent,
      the
      Purchaser, the other Secured Parties or their authorized representatives shall
      be permitted during normal business hours to examine, inspect, and make copies
      and extracts of, the books and records of the Seller and the Guarantor, the
      Mortgage Asset Files and any and all documents, records, agreements, instruments
      or information relating to the Purchased Items in the possession or under the
      control of the Seller, the Guarantor, and/or the Custodian. Each of the Seller
      and the Guarantor also shall make available to the Deal Agent, the Purchaser
      and
      the other Secured Parties a knowledgeable financial or accounting officer for
      the purpose of answering questions respecting the Seller, the Guarantor, the
      Mortgage Asset Files and the Purchased Items. Each of the Seller and the
      Guarantor shall also make available to the Deal Agent, the Purchaser and the
      other Secured Parties any accountants or auditors of the Seller and the
      Guarantor to answer any questions or provide any documents as the Deal Agent,
      the Purchaser and the other Secured Parties may require. The Seller and the
      Guarantor shall also cause each of the Servicers and PSA Servicers (to the
      extent permitted under the applicable Pooling and Servicing Agreement) to
      cooperate with the Deal Agent, the Purchaser and the other Secured Parties
      by
      permitting the Deal Agent, the Purchaser and the other Secured Parties to
      conduct due diligence reviews of files of each such Servicer and PSA Servicer.
      Without limiting the generality of the foregoing, each of the Seller and the
      Guarantor acknowledge that the Deal Agent, the Purchaser and the other Secured
      Parties may purchase Purchased Items from the Seller based solely upon the
      information provided by the Seller or the Guarantor to the Deal Agent in the Seller Asset
      Schedule and the representations, warranties and covenants contained herein,
      and
      that the Deal Agent, the Purchaser and the other Secured Parties, at their
      option, have the right at any time to conduct a partial or complete due
      diligence review on some or all of the Purchased Items purchased in a
      Transaction, including, without limitation, ordering new credit reports and
      new
      appraisals on the related Underlying Mortgaged Properties and otherwise
      re-generating the information used to originate such Purchased Items. The Deal
      Agent, the Purchaser and the other Secured Parties may underwrite such Purchased
      Items itself or engage a mutually agreed upon third party underwriter to perform
      such underwriting. Each of the Seller and the Guarantor agrees to cooperate
      with
      the Deal Agent, the Purchaser and the other Secured Parties and any third party
      underwriter in connection with such underwriting, including, but not limited
      to,
      providing the Deal Agent, the Purchaser and the other Secured Parties and any
      third party underwriter with access to any and all documents, records,
      agreements, instruments or information relating to such Purchased Items in
      the
      possession, or under the control, of the Seller or the Guarantor. The Seller
      shall pay all out-of-pocket costs and expenses incurred by the Deal Agent,
      the
      Purchaser and the other Secured Parties in connection with the Deal Agent’s, the
      Purchaser’s and the other Secured Parties ‘activities pursuant to this Section 13.20 .





**Section** **13** **.** **21**  **Use
      of Employee Plan Assets** **.**





If
      assets
      of an employee benefit plan subject to any provision of the Employee Retirement
      Income Security Act of 1974 (“ ERISA ”)
      are
      intended to be used by either party hereto (the “ Plan
      Party ”)
      in a
      Transaction, the Plan Party shall so notify the other party prior to the
      Transaction. The Plan Party shall represent in writing to the other party that
      the Transaction does not constitute a prohibited transaction under ERISA or
      is
      otherwise exempt therefrom, and the other party may proceed in reliance thereon
      but shall not be required so to proceed.




101





**Section** **13** **.** **22**  **Time
      of the Essence** **.**





Time
      is
      of the essence with respect to all obligations, duties, covenants, agreements,
      notices or actions or inactions of the Deal Agent, the Purchaser, the Seller
      and
      the Guarantor under this Agreement and the other Repurchase
      Documents.





**Section** **13** **.** **23**  **Construction** **.**





This
      Agreement shall be construed fairly as to the parties hereto and not in favor
      of
      or against any party, regardless of which party or which party’s counsel
      prepared this Agreement.





**Section** **13** **.** **24**  **Joint
      and Several Obligations** **.**





( a )  At
      all
      times during which there is more than one (1) Seller under this Agreement,
      the liability of each Seller shall be joint and several and the joint and
      several obligations of each Seller under the Repurchase Documents
      (a) (i) shall be absolute and unconditional and shall remain in full
      force and effect (or be reinstated) until all the Obligations shall have been
      paid in full and the expiration of any applicable preference or similar period
      pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar
      law, or at law or in equity, without any claim having been made before the
      expiration of such period asserting an interest in all or any part of any
      payment(s) received by the Deal Agent as agent for the Secured Parties, and
      (ii) until such payment has been made, shall not be discharged, affected,
      modified or impaired on the happening from time to time of any event, including,
      without limitation, any of the following, whether or not with notice to or
      the
      consent of any Seller, the Guarantor or the Pledgor, (A) the waiver,
      compromise, settlement, release, termination or amendment (including, without
      limitation, any extension or postponement of the time for payment or performance
      or renewal or refinancing) of any or all of the obligations or agreements of
      any
      Seller, the Guarantor or the Pledgor under the Agreement or any Repurchase
      Document, (B) the failure to give notice to any Seller, the Guarantor or
      the Pledgor of the occurrence of an Event of Default under any of the Repurchase
      Documents, (C) the release, substitution or exchange by the Deal Agent as
      agent for the Secured Parties of any or all of the Purchased Items (whether
      with
      or without consideration) or the acceptance by the Deal Agent as agent for
      the
      Secured Parties of any additional collateral or the availability or claimed
      availability of any other collateral or source of repayment or any nonperfection
      or other impairment of collateral, (D) the release of any Person primarily
      or secondarily liable for all or any part of the Obligations, whether by the
      Deal Agent as agent for the Secured Parties or in connection with any voluntary
      or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy,
      assignment for the benefit of creditors or similar event or proceeding affecting
      any or all of any Seller, the Guarantor, the Pledgor or any other Person who,
      or
      any of whose Property, shall at the time in question be obligated in respect
      of
      the Obligations or any part thereof, or (E) to the extent permitted by
      Applicable Law, any other event, occurrence, action or circumstance that would,
      in the absence of this Section 13.24 ,
      result
      in the release or discharge of any or all of any Seller from the performance
      or
      observance of any obligation, covenant or agreement contained in the Agreement
      or the Repurchase Documents; (b) each Seller expressly agrees that the Deal
      Agent as agent for the Secured Parties shall not be required first to initiate
      any suit or to exhaust its remedies against any Seller, the Guarantor, the
      Pledgor or any other Person to become liable, or against any of the Purchased
      Items or the Pledged Collateral, in order to enforce this Agreement or the
      Repurchase Documents and each Seller, the Guarantor and the Pledgor expressly
      agree that, notwithstanding the occurrence of any of the foregoing, each Seller
      shall be and remain directly and primarily liable for all sums due under the
      Agreement or any of the Repurchase Documents; and, (c) on disposition by
      the Deal Agent as agent for the Secured Parties of any Property encumbered
      by
      any Purchased Items, each Seller shall be and shall remain jointly and severally
      liable for any deficiency.





( b )  Each
      Seller hereby agrees that, to the extent another Seller shall have paid more
      than its proportionate share of any payment made hereunder, the Seller shall
      be
      entitled to seek and receive contribution from and against any other Seller
      which has not paid its proportionate share of such payment; provided , however ,
      that
      the provisions of this Section 13.24 shall in
      no respect limit the obligations and liabilities of any Seller to the Deal
      Agent, the Purchaser, or any Secured Party ,
      and,
      notwithstanding any payment or payments made by any Seller (the “ paying
      Seller ”)
      hereunder or any set-off or application of funds of the paying Seller by the
      Deal Agent on behalf of the Secured Parties, the paying Seller shall not be
      entitled to be subrogated to any of the rights of the Deal Agent, the Purchaser
      or any Secured Party against any other Seller or any collateral security or
      guarantee or right of offset held by the Deal
      Agent, the Purchaser or any Secured Party ,
      nor
      shall the paying Seller seek or be entitled to seek any contribution or
      reimbursement from the other Seller in respect of payments made by the paying
      Seller hereunder, until all amounts owing to the Deal
      Agent, the Purchaser or any Secured Party by the
      Seller under the Repurchase Documents are paid in full. If any amount shall
      be
      paid to the paying Seller on account of such subrogation rights at any time
      when
      all such amounts shall not have been paid in full, such amount shall be held
      by
      the paying Seller in trust for the Deal Agent on behalf of the Secured Parties,
      segregated from other funds of the paying Seller, and shall, forthwith upon
      receipt by the paying Seller, be turned over to the Deal Agent on behalf of
      the
      Secured Parties in the exact form received by the paying Seller (duly indorsed
      by the paying Seller to the Deal Agent on behalf of the Secured Parties, if
      required), to be applied against amounts owing to the Deal
      Agent, the Purchaser or any Secured Party by the
      Seller under the Repurchase Documents, whether matured or unmatured, in such
      order as the Deal Agent may determine in its discretion.




102





**Section** **13** **.** **25**  **No
      Proceedings** **.**





Each
      of
      the Seller, the Guarantor and the Pledgor hereby agrees that it will not
      institute against, or join any other Person in instituting against, VFCC, the
      Deal Agent, any other Purchaser or any Secured Party any Insolvency Proceeding
      so long as any commercial paper issued by VFCC or any other Purchaser shall
      be
      outstanding and there shall not have elapsed one (1) year and one (1)
      day since the last day on which any such commercial paper shall have been
      outstanding.





**Section** **13** **.** **26**  **Third
      Party Beneficiary** **.**





Each
      of
      the Secured Parties shall be a third party beneficiary of the terms and
      provisions of this Agreement and the other Repurchase Documents. Notwithstanding
      anything contained herein to the contrary, all representations, warranties,
      duties and covenants of the Seller and the Guarantor to or for the benefit
      of
      the Deal Agent, the Purchaser or any Affected Party shall also be to and for
      the
      benefit of the Secured Parties, regardless of whether the same is expressly
      stated in each instance.





**Section** **13** **.** **27**  **Heading
      and Exhibits** **.**





The
      headings herein are for purposes of references only and shall not otherwise
      affect the meaning or interpretation of any provision hereof. The schedules
      and
      exhibits attached hereto and referred to herein shall constitute a part of
      this
      Agreement and are incorporated into this Agreement for all
      purposes.





**[Remainder
      of Page Intentionally Left Blank.]**




103


**IN
      WITNESS WHEREOF** ,
      the
      parties have caused this Agreement to be executed by their respective officers
      thereunto duly authorized, as of the date first above written.


**THE
              SELLERS:**
            **NRFC
                WA
                HOLDINGS, LLC,**
              a
                  Delaware limited liability companyBy:
            /s/
              Daniel R. GilbertName:Daniel R. GilbertTitle:Executive Vice President




NRFC
                WA Holdings, LLC
              c/o
                  NorthStar Realty Finance Corp.
                527
                    Madison Avenue
                  New
                      York, New York 10022Attention:
            Andy Richardson
              Al Tylis, Esq.
              Daniel R. GilbertFacsimile No.:
            (212) 208-2651
              (212) 319-4558Confirmation No.:
            (212) 319-2618
              (212) 319-4327
              (212) 319-3679with
                a copy to:Paul Hastings Janofsky & Walker LLP
              75 East 55thStreet
              New York, New York 10022Attention:
            Robert J. Grados, Esq.Facsimile No.:
            (212) 230-7830Confirmation No.:
            (212)
              318-6923




[Signatures
      Continued on the Following Page]




S-1


**THE
                SELLERS (cont.):**
              **NRFC
                  WA
                  HOLDINGS II, LLC,**
                a
                  Delaware limited liability companyBy:
              /s/
                Daniel R. GilbertName:Daniel R. GilbertTitle:Executive Vice President
  NRFC
                  WA Holdings II, LLC
                c/o
                    NorthStar Realty Finance Corp.
                  527
                      Madison Avenue
                    New
                        York, New York 10022Attention:
              Andy Richardson
                Al Tylis, Esq.
                Daniel R. GilbertFacsimile No.:
              (212) 208-2651
                (212) 319-4558Confirmation No.:
              (212) 319-2618
                (212) 319-4327
                (212) 319-3679with
                  a copy to:Paul Hastings Janofsky & Walker LLP
                75 East 55thStreet
                New York, New York 10022Attention:
              Robert J. Grados, Esq.Facsimile No.:
              (212) 230-7830Confirmation No.:
              (212)
                318-6923


[Signatures
      Continued on the Following Page]




S-2


**THE
              SELLERS (cont.):**
            **NRFC
                WA HOLDINGS VII, LLC,**
              a Delaware limited liability companyBy:
            /s/
              Daniel R. GilbertName:Daniel R. GilbertTitle:Executive Vice President




NRFC
                WA Holdings VII, LLC
              c/o
                NorthStar Realty Finance Corp.
              527
                Madison Avenue
              New
                York, New York 10022Attention:
            Andy Richardson
              Al Tylis, Esq.
              Daniel R. GilbertFacsimile No.:
            (212) 208-2651
              (212) 319-4558Confirmation No.:
            (212)
                319-2618
              (212) 319-4327
              (212) 319-3679with a copy to:Paul Hastings Janofsky & Walker LLP
              75 East 55thStreet
              New York, New York 10022Attention:
            Robert J. Grados, Esq.Facsimile No.:
            (212) 230-7830Confirmation No.:
            (212)
              318-6923




[Signatures
      Continued on the Following Page]




S-3


**THE
              SELLERS (cont.):**
            **NRFC
                WA HOLDINGS X, LLC,**
              a Delaware limited liability companyBy:
            /s/
              Daniel R. GilbertName:Daniel R. GilbertTitle:Executive Vice President




NRFC
                WA Holdings X, LLC
              c/o
                NorthStar Realty Finance Corp.
              527
                Madison Avenue
              New
                York, New York 10022Attention:
            Andy Richardson
              Al Tylis, Esq.
              Daniel R. GilbertFacsimile No.:
            (212) 208-2651
              (212) 319-4558Confirmation No.:
            (212)
                319-2618
              (212) 319-4327
              (212) 319-3679with a copy to:Paul Hastings Janofsky & Walker LLP
              75 East 55thStreet
              New York, New York 10022Attention:
            Robert J. Grados, Esq.Facsimile No.:
            (212) 230-7830Confirmation No.:
            (212)
              318-6923




[Signatures
      Continued on the Following Page]




S-4


**THE
                SELLERS (cont.):**
              **NRFC
                  WA HOLDINGS XI, LLC,**
                a Delaware limited liability companyBy:
              /s/
                Daniel R. GilbertName:Daniel R. GilbertTitle:Executive Vice President
  NRFC
                  WA Holdings XI, LLC
                c/o
                  NorthStar Realty Finance Corp.
                527
                  Madison Avenue
                New
                  York, New York 10022Attention:
              Andy Richardson
                Al Tylis, Esq.
                Daniel R. GilbertFacsimile No.:
              (212) 208-2651
                (212) 319-4558Confirmation No.:
              (212)
                  319-2618
                (212) 319-4327
                (212) 319-3679with a copy to:Paul Hastings Janofsky & Walker LLP
                75 East 55thStreet
                New York, New York 10022Attention:
              Robert J. Grados, Esq.Facsimile No.:
              (212) 230-7830Confirmation No.:
              (212)
                318-6923


[Signatures
      Continued on the Following Page]




S-5


**THE
                SELLERS (cont.):**
              **NRFC
                  WA HOLDINGS XII, LLC,**
                a Delaware limited liability companyBy:
              /s/
                Daniel R. GilbertName:Daniel R. GilbertTitle:Executive Vice President
  NRFC
                  WA Holdings XII, LLC
                c/o
                  NorthStar Realty Finance Corp.
                527
                  Madison Avenue
                New
                  York, New York 10022Attention:
              Andy Richardson
                Al Tylis, Esq.
                Daniel R. GilbertFacsimile No.:
              (212) 208-2651
                (212) 319-4558Confirmation No.:
              (212)
                  319-2618
                (212) 319-4327
                (212) 319-3679with a copy to:Paul Hastings Janofsky & Walker LLP
                75 East 55thStreet
                New York, New York 10022Attention:
              Robert J. Grados, Esq.Facsimile No.:
              (212) 230-7830Confirmation No.:
              (212)
                318-6923


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      Continued on the Following Page]




S-6


**THE
                  PURCHASERS:**
              **VARIABLE
                    FUNDING CAPITAL COMPANY LLC,**
                  as
                    a PurchaserBy:
              Wachovia
                  Capital Markets, LLC,as attorney-in-fact  By:
                  /s/
                      Douglas R. Wilson, Sr.Name: Douglas
                    R. Wilson, Sr.Title: Director  Variable
                        Funding Capital Company LLCc/o
                        Wachovia Capital Markets, LLCOne
                        Wachovia Center, Mail Code: TW10301
                        South College StreetCharlotte,
                        North Carolina
                    28288Attention:
                    Conduit
                        AdministrationFacsimile
                        No.:
                    (704)
                        383-9579Confirmation
                        No.:
                    (704)
                        374-2520with
                        a copy to:Wachovia
                        Capital Markets, LLCOne
                        Wachovia Center, Mail Code: NC0166301
                        South College StreetCharlotte,
                        North Carolina
                    28288Attention:
                    Joseph
                        F. CannonFacsimile
                        No.:
                    (704)
                        715-0066Confirmation
                        No.:
                    (704)
                        383-2324With
                        respect to notices required pursuant toSection 13.1,
                        a
                        copy of notices sent to VFCC shall be sent to:Lord
                        Securities Corp.2
                        Wall Street, 19th FloorNew
                        York, New York 10005Attention:
                    Vice
                        PresidentFacsimile
                        No.:
                    (212)
                        346-9012Confirmation
                        No.:
                    (212)
                        346-9008




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S-7
 **THE
                      PURCHASERS (cont.):**
                  **WACHOVIA
                        BANK, NATIONAL ASSOCIATION**as
                      the Swingline PurchaserBy:
                  /s/
                      Joseph F. CannonName:Joseph
                    F. CannonTitle:Vice
                    President


Wachovia
                  Bank, National AssociationOne
                  Wachovia Center, Mail Code: NC0166301
                  South College StreetCharlotte,
                  North Carolina 28288Attention:
              Joseph
                  F. CannonFacsimile
                  No.:
              (704)
                  715-0066Confirmation
                  No.:
              (704)
                  383-2324





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      Continued on the Following Page]




S-8


**THE
                    DEAL AGENT:**
                **WACHOVIA
                      CAPITAL MARKETS, LLC**By:
                /s/
                    Joseph F. CannonName:Joseph
                  F. CannonTitle:Vice
                  President
  Wachovia
                  Capital Markets, LLCOne
                  Wachovia Center, Mail Code: NC0166301
                  South College StreetCharlotte,
                  North Carolina 28288Attention:
              Joseph
                  F. CannonFacsimile
                  No.:
              (704)
                  715-0066Confirmation
                  No.:
              (704)
                  383-2324


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      Continued on the Following Page]





S-9


**THE
                      GUARANTORS:**
                  **NORTHSTAR
                        REALTY FINANCE CORP.,**
                      a
                          Maryland corporationBy:
                  /s/
                      Daniel R. GilbertName:Daniel
                    R. GilbertTitle:Executive
                    Vice
                    President


NorthStar
                  Realty Finance Corp.527
                  Madison AvenueNew
                  York, New York 10022Attention:
              Andy
                  RichardsonAl
                  Tylis, Esq.Daniel
                  R. GilbertFacsimile
                  No.:
              (212)
                  208-2651(212)
                  319-4558Confirmation
                  No.:
              (212)
                  319-2618(212)
                  319-4327(212)
                  319-3679with
                  a copy to:Paul
                  Hastings Janofsky & Walker LLP75
                  East 55thStreetNew
                  York, New York 10022Attention:
              Robert
                  J. Grados, Esq.Facsimile
                  No.:
              (212)
                  230-7830Confirmation
                  No.:
              (212)
                  318-6923





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      Continued on the Following Page]




S-10


**THE
                        GUARANTORS (cont.):**
                    **NORTHSTAR
                          REALTY FINANCE L.P.,**
                        a
                          Delaware limited partnership,By:
                    NorthStar
                        Realty Finance Corp., a Maryland corporation, its general
                        partnerBy:
                    /s/
                        Daniel R. GilbertName:Daniel
                      R. GilbertTitle:Executive
                      Vice
                      President


NorthStar
                  Realty Finance L.P.527
                  Madison AvenueNew
                  York, New York 10022Attention:
              Andy
                  RichardsonAl
                  Tylis, Esq.Daniel
                  R. GilbertFacsimile
                  No.:
              (212)
                  208-2651(212)
                  319-4558Confirmation
                  No.:
              (212)
                  319-2618(212)
                  319-4327(212)
                  319-3679with
                  a copy to:Paul
                  Hastings Janofsky & Walker LLP75
                  East 55thStreetNew
                  York, New York 10022Attention:
              Robert
                  J. Grados, Esq.Facsimile
                  No.:
              (212)
                  230-7830Confirmation
                  No.:
              (212)
                  318-6923





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      Continued on the Following Page]




S-11


**Acknowledged
                  and Agreed to:****THE
                  PLEDGOR:**
              **NRFC
                    SUB-REIT CORP.,**
                  a
                    Maryland corporationBy:
              /s/
                  Daniel R. GilbertName:Daniel
                R. GilbertTitle:Executive
                Vice President


NRFC
                  Sub-REIT Corp.c/o
                  NorthStar Realty Finance Corp.527
                  Madison AvenueNew
                  York, New York 10022Attention:
              Andy
                  RichardsonAl
                  Tylis, Esq.Daniel
                  R. GilbertFacsimile
                  No.:
              (212)
                  208-2651(212)
                  319-4558Confirmation
                  No.:
              (212)
                  319-2618(212)
                  319-4327(212)
                  319-3679with
                  a copy to:Paul
                  Hastings Janofsky & Walker LLP75
                  East 55thStreetNew
                  York, New York 10022Attention:
              Robert
                  J. Grados, Esq.Facsimile
                  No.:
              (212)
                  230-7830Confirmation
                  No.:
              (212)
                  318-6923




[Signatures
      Continued on the Following Page]




S-12


**THE
                        SWAP COUNTERPARTY:**
                    **WACHOVIA
                          BANK, NATIONAL ASSOCIATION**,
                        a
                            national banking associationBy:
                    /s/
                        John MiechkowskiName:John
                      MiechkowskiTitle:Director
  Wachovia
                  Bank, National AssociationOne
                  Wachovia Center, Mail Code: NC0166301
                  South College StreetCharlotte,
                  North Carolina
              28202-0600Attention:
              Bruce
                  M. Young, Senior Vice
                President,
                  Risk ManagementFacsimile
                  No.:
              (704)
                  383-0575Confirmation
                  No.:
              (704)
                  383-8778
  S-13