Exhibit
10.54  LIMITED GUARANTY AGREEMENT  THIS LIMITED GUARANTY AGREEMENT (as amended, modified, waived, supplemented,
extended, restated or replaced from time to time, this Guaranty), is
made as of the 6th day of November, 2007, by NORTHSTAR
REALTY FINANCE CORP., a Maryland corporation (together with its
successors and permitted assigns, Northstar Corp), as a guarantor, NORTHSTAR REALTY FINANCE L.P., a Delaware limited
partnership (together with its successors and permitted assigns, Northstar
LP, as a guarantor, and, together with NorthStar Corp, the Guarantor),
for the benefit of the several banks and other financial institutions as are,
or may from time to time become parties to the Credit Agreement (as defined
below) (each, together with its successors and assigns, a Lender and,
collectively, the Lenders), and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as administrative agent
for the Lenders hereunder (in such capacity, the Administrative Agent).
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Credit Agreement (defined below).  RECITALS:  WHEREAS,
pursuant to that certain Credit Agreement, dated as of November 6, 2007 (as
amended, modified, restated, replaced, waived, substituted, supplemented or
extended from time to time, the Credit Agreement), by and among NRFC
WA Holdings, LLC, a Delaware limited liability company (together with its
successors and permitted assigns, Holdings), as a borrower, NRFC WA Holdings
II, LLC, a Delaware limited liability company (together with its successors and
permitted assigns, Holdings II), as a borrower, NRFC WA Holdings VII,
LLC, a Delaware limited liability company (together with its successors and
permitted assigns, Holdings VII), as a borrower, NRFC WA HOLDINGS X,
LLC, a Delaware limited liability company (together with it successors and
assigns, Holdings X), as a borrower, NRFC WA Holdings XII, LLC, a
Delaware limited liability company, as a guarantor (together with it successors
and assigns, Holdings XII, and, together with Holdings, Holdings II,
Holdings VII, Holdings X and any other Person that becomes a borrower under this
Agreement and the Credit Documents, each individually and collectively referred
to herein as a Borrower and collectively referred to herein as the Borrowers),
the Guarantor, as the guarantors, the Lenders and the Administrative Agent, the
Borrowers and the Lenders have agreed that the Lenders may make certain loans
to the Borrowers subject to the terms and conditions of the Credit Agreement;
and  WHEREAS, the
Borrowers are indirect wholly-owned Subsidiaries of the Guarantor;  WHEREAS, the
Guarantor will benefit directly or indirectly from the transactions
contemplated under the Credit Agreement; and  WHEREAS, the Administrative
Agent and the Lenders are unwilling to enter into the Credit Agreement or the
transactions contemplated thereby without the benefit of this Guaranty.  NOW, THEREFORE,
based upon the foregoing Recitals and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Guarantor,
intending to be legally bound, hereby agrees as follows:


1.Limited Guaranty of Payment and
Performance.  The
Guarantor hereby absolutely, primarily, unconditionally and irrevocably
guarantees, as primary obligor and as guarantor of payment and performance and
not merely as surety or guarantor of collection, to the Administrative Agent
and the Lenders subject to the terms of this Section 1 (i) the
payment, when due, by maturity, acceleration or otherwise, of the Guarantee
Indebtedness, and (ii) the full and timely performance of, and compliance
with, each and every duty, agreement, undertaking, indemnity and obligation of
the Borrowers under the Credit Documents strictly in accordance with the terms
thereof (collectively, the Guarantor Obligations and, together with
the Guarantee Indebtedness, the Guarantee Liabilities), in each case, however
created, arising or evidenced, whether direct or indirect, primary or
secondary, absolute or contingent, joint or several and whether now or
hereafter existing or due or to become due; provided, however,
notwithstanding anything to the contrary contained herein, the Guarantor shall
not be liable for any Guarantee Liabilities in excess of $200,000,000. For the
purposes hereof, the term Guarantee Indebtedness means any and all Indebtedness
of the Borrowers under the Credit Documents to the Administrative Agent and the
Lenders under the Credit Documents in connection with the Credit Documents and all
other Obligations outstanding, howsoever evidenced, whether existing now or
arising hereafter, as such Guarantee Liabilities may be amended, modified,
extended, renewed or replaced from time to time. Notwithstanding any provision
to the contrary contained herein or in any of the other Credit Documents, the
obligations of the Guarantor (if more than one) hereunder shall be limited to
an aggregate amount equal to the largest amount that would not render its
obligations hereunder subject to avoidance under Section 548 of the
Bankruptcy Code or any comparable provisions of any Requirement of Law of any
state.  2.Release of Collateral, Parties
Liable, etc.  The
Guarantor agrees that (a) any or all of the Collateral, the Pledged Collateral
and other collateral, security and Property now or hereafter held for the Guaranty
or the Guarantee Liabilities may be exchanged, released, terminated, modified,
sold, assigned, participated, pledged, compromised, surrendered or otherwise
transferred or disposed of from time to time; (b) except as expressly set
forth in the Credit Documents, the Administrative Agent and the Lenders shall
have no obligation to protect, perfect, secure or insure any Collateral, the Pledged
Collateral or any collateral, security, Property, Liens, interests or
encumbrances now or hereafter held for the Guaranty or the Guarantee
Liabilities or the Properties subject thereto; (c) the time, place, manner
or terms of payment of the Guarantee Liabilities may be changed or extended, in
whole or in part, to a time certain or otherwise, and may be renewed or
accelerated, in whole or in part; (d) the Borrowers, the Pledgor, the
other Credit Parties and other Persons may be granted indulgences generally;
(e) any of the provisions of the Credit Agreement and the other Credit
Documents and the Guarantee Liabilities may be modified, amended, waived, supplemented,
replaced or restated from time to time; (f) any party liable for the
payment of the Guarantee Liabilities, including, without limitation, other
guarantors, may be granted indulgences or released; and (g) any deposit
balance for the credit of the Borrowers or any other party liable for the
payment of the Guarantee Liabilities, including, without limitation, other
guarantors, or liable upon any security therefor, may be released, in whole or
in part, at, before and/or after the stated, extended or accelerated maturity
of the Guarantee Liabilities, all of the foregoing in clauses (a)
through (g) without notice to or further assent by the Guarantor, who
shall remain bound thereon, notwithstanding any such exchange, compromise,
surrender, extension, renewal, acceleration, modification, indulgence, release
or other act.  3.Waiver of Rights.  The
Guarantor expressly waives: 
(a) notice of acceptance of this Guaranty by the Administrative
Agent or the Lenders and of all extensions of credit, loans or advances to or
purchases from the Borrowers by the Administrative Agent or the Lenders;
(b) presentment and demand for payment of any of the  2


Guarantee
Liabilities; (c) protest and notice of dishonor or of default to the
Guarantor or to any other party with respect to the Guarantee Liabilities or
with respect to any collateral, security or Property therefor; (d) notice
of the Administrative Agent or the Lenders obtaining, amending, substituting
for, releasing, waiving, modifying, extending, replacing or restating all or
any portion of the Guarantee Liabilities, the Credit Agreement, any other Credit
Document, other guarantees or any Lien now or hereafter securing the Guarantee
Liabilities or the Guaranty, or the Administrative Agent or the Lenders
subordinating, compromising, discharging, terminating or releasing such Liens;
(e) notice of the execution and delivery by the Borrowers, the Administrative
Agent, the Lenders or any other Person of any other loan, purchase, credit or
security agreement or document or of the Borrowers or such other Persons
execution and delivery of any promissory notes or other documents arising under
or in connection with the Credit Documents or in connection with any purchase of
the Borrowers or such other Persons Property or assets; (f) notice of the
occurrence of any breach by the Borrowers, the Pledgor, any other Credit Party or
any other Person or of any Event of Default; (g) notice of the Administrative
Agents or the Lenders transfer, disposition, assignment, sale, pledge or
participation of the Guarantee Liabilities, the Collateral, the Pledged
Collateral, the Credit Documents, the Mortgage Loan Documents, or any
collateral, security or Property for the Guaranty or the Guarantee Liabilities or
any portion of the foregoing; (h) notice of the sale or foreclosure (or
posting or advertising for sale or foreclosure) of all or any portion of any Collateral,
the Pledged Collateral or any collateral, security or Property for the Guaranty
or the Guarantee Liabilities; (i) notice of the protest, proof of nonpayment
or default by the Borrowers or any other Person; (j) any other action at
any time taken or omitted by the Administrative Agent or the Lenders, and,
generally, all demands and notices of every kind in connection with this
Guaranty, the Credit Documents, the Guarantee Liabilities, the Collateral, the Pledged
Collateral, any collateral, security or Property for the Guaranty or the
Guarantee Liabilities, the Mortgage Loan Documents, any documents or agreements
evidencing, securing or relating to any of the Guaranty or the Guarantee
Liabilities and the obligations hereby guaranteed; (k) all other notices
to which the Guarantor might otherwise be entitled; (l) demand for payment
under this Guaranty; and (m) any right to assert against the Administrative
Agent or the Lenders, as a defense, counterclaim, setoff or crossclaim, any
defense (legal or equitable), setoff, counterclaim or claim of any kind or
nature whatsoever that the Guarantor may now or hereafter have against the Administrative
Agent or the Lenders (other than payment in full of the Guarantee Liabilities),
the Borrowers or any other Person, but such waiver shall not prevent the
Guarantor from asserting against the Administrative Agent or the Lenders in a
separate action, any claim, action, cause of action or demand that the
Guarantor might have, whether or not arising out of this Guaranty. It shall not
be necessary for the Administrative Agent or the Lenders (and the Guarantor
hereby waives any rights which the Guarantor may have to require the Administrative
Agent or the Lenders), in order to enforce the obligations of the Guarantor
hereunder, to (i) institute suit, enforce its rights or exhaust its
remedies against the Borrowers, the Pledgor, any other Credit Party, others
liable on the Guarantee Liabilities, the Obligors or any other Person,
(ii) enforce the Administrative Agents or the Lenders rights or exhaust
its remedies under or with respect to the Mortgage Loan Documents and the
collateral and Property secured thereby, the Collateral, the Pledged Collateral
or any collateral, security or Property which shall ever have been given to
secure the Guaranty or the Guarantee Liabilities, (iii) enforce the Administrative
Agents or the Lenders rights against any other guarantors of the Guarantee
Liabilities, (iv) join the Borrowers, others liable on the Guarantee
Liabilities or any other Person in any action seeking to enforce this Guaranty,
(v) mitigate damages or take any other action to reduce, collect or
enforce the Guarantee Liabilities, or (vii) resort to any other means of
obtaining payment of the Guarantee Liabilities.  4.Validity of Guaranty.  The
validity of this Guaranty, the obligations of the Guarantor hereunder and the Administrative
Agents and the Lenders rights and remedies for the enforcement of the
foregoing shall in no way be terminated, abated, reduced, released, modified,
changed, discharged, diminished, affected, limited or impaired in any manner
whatsoever by the happening from time to time of any event or condition of any  3


kind
whatsoever, including, without limitation, any of the following (and the
Guarantor hereby waives any common law, equitable, statutory, constitutional,
regulatory or other rights (including rights to notice) which the Guarantor
might have as a result of or in connection with any of the following):  (a) the assertion or nonassertion by
the Administrative Agent or the Lenders of any of the rights or remedies
available to the Administrative Agent or the Lenders pursuant to the provisions
of the Credit Documents, the Mortgage Loan Documents or pursuant to any Requirement
of Law; (b) the waiver by the Administrative Agent or the Lenders of, or
the failure of the Administrative Agent or the Lenders to enforce, or the lack
of diligence by the Administrative Agent or the Lenders in connection with, the
enforcement of any of its rights or remedies under the Credit Documents, the Mortgage
Loan Documents, the Collateral, the Pledged Collateral or any collateral,
security or Property for the Guaranty or the Guarantee Liabilities;
(c) the granting by the Administrative Agent or the Lenders of (or failure
by the Administrative Agent or the Lenders to grant) any indulgence, forbearance,
adjustment, compromise, consent, approval, waiver or extension of time;
(d) the exercise by the Administrative Agent or the Lenders of or failure
to exercise any socalled selfhelp remedies; (e) any act, omission or
condition that might in any manner or to any extent vary, alter, increase,
extend or continue the risk to the Guarantor or might otherwise operate as a
discharge or release of the Guarantor under Requirements of Law; (f) any
full or partial release or discharge of or accord and satisfaction with respect
to liability for the Guarantee Liabilities, or any part thereof, of the Borrowers,
the Guarantor, the Pledgor, any other Credit Party, any coguarantors or any
other Person now or hereafter liable, whether directly or indirectly, jointly,
severally, or jointly and severally, to pay, perform, guarantee or assure the
payment of the Guarantee Liabilities, or any part thereof; (g) the
impairment, modification, change, release, discharge or limitation of the
liability of the Borrowers, the Guarantor, the Pledgor, any other Credit Party,
any Obligor or any Person liable for or obligated on the Guarantee Liabilities,
or any of their estates in bankruptcy, resulting from or pursuant to the
bankruptcy or insolvency of any of the foregoing or the application of the Insolvency
Laws or of or any decision of any court of the United States or any state
thereof; (h) any present or future Requirements of Law or order of any Governmental
Authority (de  jure
or de  facto)
purporting to reduce, amend or otherwise affect the Guarantee Liabilities or to
vary any terms of payment, satisfaction or discharge thereof; (i) the
waiver, compromise, settlement, release, extension, amendment, change,
modification, substitution, replacement, reduction, increase, alteration,
rearrangement, renewal or termination of the terms of the Guarantee Liabilities,
the Credit Documents, the Collateral, the Pledged Collateral, any collateral,
security or Property for the Guaranty or the Guarantee Liabilities, the Mortgage
Loan Documents, any or all of the obligations, covenants or agreements of the Borrowers,
the Pledgor, the other Credit Parties, the Obligors or any other Person under
the Credit Documents or Mortgage Loan Documents (except by satisfaction in full
of all Guarantee Liabilities) or of the Guarantor under this Guaranty and/or
any failure of the Administrative Agent or the Lenders to notify the Guarantor
of any of the foregoing; (j) the extension of the time for satisfaction,
discharge or payment of the Guarantee Liabilities or any part thereof owing or
payable by the Borrowers or any other Person under the Credit Documents or of
the time for performance of any other obligations, covenants or agreements
under or arising out of this Guaranty or the extension or renewal of any
thereof; (k) any existing or future offset, claim or defense (other than
payment in full of the Guarantee Liabilities) of the Borrowers or any other Person
against the Administrative Agent or the Lenders or against payment of the Guarantee
Liabilities, whether such offset, claim or defense arises in connection with
the Guarantee Liabilities (or the transactions creating same) or otherwise; (l) the
taking or acceptance or the existence of any other guaranty of or collateral,
security or Property for the Guarantee Liabilities in favor of the Administrative
Agent, the Lenders or any other Person specified in the Credit Documents or the
enforcement or attempted enforcement of such other guaranty, collateral,
security or Property; (m) any sale, lease, sublease or transfer of or Lien
on all or a portion of the assets or Property of the Borrowers, the Pledgor,
the Guarantor or any other Credit Party, or any changes in the shareholders,
partners or members of the Borrowers, the Pledgor, the Guarantor or any other Credit
Party, or any reorganization, consolidation or merger of the Borrowers, the
Pledgor, the Guarantor or any other Credit Party; (n) the invalidity,
illegality or unenforceability of all or any part of the Guarantee Liabilities,
the Credit Documents, the Collateral, the  4


Pledged
Collateral, any collateral, security or Property for the Guaranty or the Guarantee
Liabilities, the Mortgage Loan Documents or any document or agreement executed
in connection with the foregoing, for any reason whatsoever, including, without
limitation, the fact that (1) the Guarantee Liabilities, or any part
thereof, exceeds the amount permitted by Requirements of Law or violates usury
laws, (2) the act of creating the Guarantee Liabilities, the Mortgage
Assets, the Collateral, the Pledged Collateral, any collateral, security or
Property for the Guaranty or the Guarantee Liabilities or any part of the
foregoing is ultra  vires,
(3) the officers or representatives executing the Mortgage Loan Documents
or Credit Documents or otherwise creating the Guarantee Liabilities, the Mortgage
Assets, the Collateral, the Pledged Collateral or any collateral, security or
Property for the Guaranty or the Guarantee Liabilities acted in excess of their
authority, (4) the Borrowers, the Pledgor, any other Credit Party, any Obligor
or any other Person has valid defenses, claims or offsets (whether at law, in
equity or by agreement) which render the Guarantee Liabilities wholly or
partially uncollectible, (5) the creation, performance or repayment of the
Guarantee Liabilities, the Mortgage Assets, the Collateral, the Pledged
Collateral or any collateral, security or Property for the Guaranty or the Guarantee
Liabilities (or the execution, delivery and performance of any Credit Document,
Mortgage Loan Document or document or instrument representing part of the Guarantee
Liabilities, the Mortgage Assets, the Collateral, the Pledged Collateral, any
collateral, security or Property for the Guaranty or the Guarantee Liabilities or
executed in connection with the Guarantee Liabilities, the Mortgage Assets, the
Collateral, the Pledged Collateral or any collateral, security or Property for
the Guaranty or the Guarantee Liabilities, or given to secure the repayment of
the Guarantee Liabilities, the Mortgage Assets or the other Collateral) is
illegal, uncollectible or unenforceable, or (6) any Mortgage Loan Document,
any Credit Document or any other document, agreement or instrument has been
forged or otherwise is irregular or not genuine or authentic; (o) any
release, termination, sale, pledge, participation, transfer, surrender,
exchange, subordination, deterioration, waste, loss or impairment (including,
without limitation, negligent, willful, unreasonable or unjustifiable
impairment) of the Collateral, the Pledged Collateral or any collateral,
security or Property at any time existing in connection with, or assuring or
securing payment of, all or any part of the Guaranty or the Guarantee
Liabilities; (q) the failure of the Administrative Agent, the Lenders or
any other Person to exercise diligence or reasonable care in the preservation,
protection, enforcement, sale or other handling or treatment of all or any part
of the Collateral, the Pledged Collateral or any other collateral, security or
Property for the Guaranty or the Guarantee Liabilities, including, but not
limited to, any neglect, delay, omission, failure or refusal of the Administrative
Agent or the Lenders (1) to take or prosecute any action for the
collection of any of the Guarantee Liabilities, the Pledged Collateral, any Collateral
or any collateral, security or Property for the Guaranty or the Guarantee
Liabilities, (2) to foreclose, or initiate any action to foreclose, or,
once commenced, prosecute to completion any action to foreclose, upon any Collateral,
the Pledged Collateral or any security, collateral or Property for the Guaranty
or Guarantee Liabilities, or (3) to take or prosecute any action in
connection with any instrument or agreement evidencing or securing all or any
part of the Guarantee Liabilities; (r) the fact that the Collateral, the Pledged
Collateral or any collateral, security, Property or Lien contemplated or
intended to be given, created or granted as security for the repayment of the Guaranty
or the Guarantee Liabilities, or any part thereof, shall not be properly
perfected or created, or shall prove to be unenforceable or subordinate to any
other Lien; (s) any payment by the Borrowers or any other Person to the Administrative
Agent or the Lenders is held to constitute a preference under Insolvency Laws,
or for any reason the Administrative Agent or the Lenders are required to
refund such payment or pay such amount to any such Borrower or other Person; or
(t) any event or action that would, in the absence of this Section 4,
result in the full or partial release, discharge or relief of the Guarantor
from the performance or observance of any obligation, covenant or agreement
contained in this Guaranty or any other agreement, whether or not such event or
action increases the likelihood that the Guarantor will be required to pay the Guarantee
Liabilities pursuant to the terms hereof or thereof and whether or not such
event or action prejudices the Guarantor, it being the unambiguous and
unequivocal intention of the Guarantor that the Guarantor shall be obligated to
pay the Guarantee Liabilities when due, notwithstanding any occurrence,
circumstance, event, action or omission whatsoever, whether contemplated or
uncontemplated, and whether or not otherwise or  5


particularly
or expressly described herein, which obligation shall be deemed satisfied only
upon the full and final indefeasible payment and satisfaction of the Guarantee
Liabilities.  5.Primary Liability of the Guarantor.  Without
limiting the foregoing provisions, the Guarantor agrees that this Guaranty may
be enforced by the Administrative Agent and the Lenders without the necessity
at any time of resorting to or exhausting any other security or collateral and
without the necessity at any time of having recourse to any of the Credit
Documents, the Collateral, the Pledged Collateral or any collateral, security
or Property now or hereafter securing the Guaranty or the Guarantee Liabilities
or otherwise, and the Guarantor hereby waives the right to require the Administrative
Agent or the Lenders to proceed against the Borrowers, the Pledgor, any other Credit
Party, any Obligor or any other Person (including a coguarantor) or to require
the Administrative Agent or the Lenders to pursue any other remedy or enforce
any other right. The Guarantor further agrees that the Guarantor shall have no
right of subrogation, reimbursement or indemnity whatsoever against any Person,
or any right of recourse to the Collateral, the Pledged Collateral or any
collateral, security or Property for the Guaranty or the Guarantee Liabilities,
so long as any such Guarantee Liabilities remain outstanding. The Guarantor
further agrees that nothing contained herein shall prevent the Administrative
Agent or the Lenders from suing on the Credit Agreement or any of the other Credit
Documents or foreclosing its security interest in or Lien on any Collateral,
the Pledged Collateral or any collateral, security or Property now or hereafter
securing the Guaranty or the Guarantee Liabilities or from exercising any other
rights available to it under the Credit Agreement or any of the other Credit
Documents or any other instrument of security if none of the Borrowers, the
Pledgor, the Guarantor or any other Credit Party timely perform the obligations
of the Borrowers, the Pledgor, all other Credit Parties or other Persons thereunder,
and the exercise of any of the aforesaid rights and the completion of any
foreclosure proceedings shall not constitute a discharge of the Guarantors
obligations hereunder; it being the purpose and intent of the Guarantor that
the Guarantors obligations hereunder shall be absolute, independent and
unconditional under any and all circumstances. The Guarantor recognizes,
acknowledges and agrees that the Guarantor may be required to pay the Guarantee
Liabilities in full (subject to the limit set forth in Section 1) without
assistance or support of any other party, and the Guarantor has not been
induced to enter into this Guaranty on the basis of a contemplation, belief,
understanding or agreement that other parties will be liable to pay or perform
the Guarantee Liabilities, or that the Administrative Agent or the Lenders will
look to other parties to pay or perform the Guarantee Liabilities. The
Guarantor recognizes, acknowledges and agrees that it is not entering into this
Guaranty in reliance on, or in contemplation of the benefits of, the validity,
enforceability, collectibility or value of the Collateral, the Pledged
Collateral or any of the collateral, security or Property for the Guaranty or the
Guarantee Liabilities.  6.Attorneys Fees and Costs of
Collection.  If
at any time or times hereafter the Administrative Agent or the Lenders employ
counsel to pursue collection, to preserve or enforce its rights under this
Guaranty, or to intervene, to sue for enforcement of the terms of this Guaranty
or to file a petition, complaint, answer, motion or other pleading in any suit
or proceeding relating to this Guaranty, then, in such event, all of the
reasonable attorneys fees, costs and expenses relating thereto and all other
amounts (if any) owed by the Guarantor under this Guaranty (other than the Guarantee
Liabilities) shall be an additional liability of the Guarantor to the Administrative
Agent and the Lenders (over and above any limitation set forth in Section 1,
if any), payable on demand. The obligations contained in this Section 6
shall survive the termination of this Guaranty.  7.Security Interests and Setoff.  The
Guarantor agrees that in the event the Guarantor fails to pay its obligations
hereunder when due and payable under this Guaranty, the Administrative Agent
and the Lenders shall be entitled to (a) any and  6


all
remedies available to it under Requirements of Law including, without limitation,
all rights of setoff and (b) the benefit of all Liens heretofore, now and
at any time or times hereafter granted by such Guarantor to the Administrative
Agent and the Lenders, if any, to secure such Guarantors obligations
hereunder.  8.Term of Guaranty.  This
Guaranty shall continue in full force and effect until the Guarantee
Liabilities are fully and indefeasibly paid, performed and discharged and the Credit
Documents are terminated. This Guaranty covers the Guarantee Liabilities
whether presently outstanding or arising subsequent to the date hereof,
including all amounts advanced by the Administrative Agent or the Lenders in
stages or installments. Notwithstanding the foregoing, this Guaranty shall
continue to be effective, or be reinstated, as the case may be, and any payment
of the Guarantee Liabilities hereunder shall be reinstated, if at any time
payment, or any part thereof, of any of the Guarantee Liabilities is rescinded
or must otherwise be restored or returned by the Administrative Agent or the
Lenders as a preference, fraudulent conveyance or otherwise upon or in
connection with an Insolvency Event or Insolvency Proceeding with respect to the
Borrowers or any other Person obligated on or for the Guarantee Liabilities, or
upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Borrowers or such other Person or any
substantial part of such Borrowers or such other Persons Property or assets,
or otherwise, all as though such payments had not been made; provided
that in the event payment of all or any part of the Guarantee Liabilities 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 Administrative Agent or the Lenders in defending and enforcing
such reinstatement shall be deemed to be included as a part of the Guarantee
Liabilities.  9.Representations, Warranties and
Covenants.  (a)The
Guarantor represents and warrants to, and covenants with, the Administrative
Agent and the Lenders, as of the date of this Guaranty, and shall be deemed to
restate as of each Borrowing Date, that:  (i)It is duly organized, validly existing and in
good standing as a corporation, limited partnership or limited liability
company under the laws of the jurisdiction of its organization or formation, and
is duly qualified to do business and is in good standing in all jurisdictions
in which the character of its Property or assets, the nature of its business or
the performance of its obligations under any agreement to which it is a party
or is bound makes such qualification necessary.  (ii)Its execution and delivery of, performance under and compliance with
this Guaranty will not violate its Authority Documents or constitute a default
(or an event that, with notice or lapse of time, or both, would constitute a
default) under, or result in a material breach of, any material Contractual
Obligation, Indebtedness or Guarantee Obligation to which it is a party or by
which it is bound.  (iii)It has the full power and authority to enter into and consummate all
transactions contemplated by this Guaranty, has duly authorized the execution,
delivery and performance of this Guaranty, and has duly executed and delivered
this Guaranty.  (iv)This Guaranty constitutes a valid, legal and binding obligation of such
Guarantor, enforceable against it in accordance with the terms hereof, subject
to (A) Insolvency Laws affecting the enforcement of creditors rights
generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law.  7


(v)It is not in violation of, and its execution and delivery of,
performance under and compliance with this Guaranty shall not constitute a
violation of, its Authority Documents, any Requirement of Law, any order or
decree of any court or arbiter, or any order, regulation or demand of any
Governmental Authority.  (vi)No consent, approval, authorization or order of any Governmental
Authority is required for the consummation by it of the transactions
contemplated herein, except for those consents, approvals, authorizations or
orders that previously have been obtained.  (vii)No litigation is pending or, to the best of the Guarantors knowledge,
threatened against it that, if determined adversely to it, would prohibit the
Guarantor from entering into or performing this Guaranty or that, in the
Guarantors good faith and reasonable judgment, is likely to materially and
adversely affect either the ability of it to perform its obligations under this
Guaranty or the financial condition of it.  (viii)Neither the Guarantor, the Borrowers, the Pledgor or any other Credit
Party has ever been convicted of a crime or is the subject of any currently
pending or threatened criminal proceeding.  (ix)The Guarantor is not the subject of any Insolvency Proceeding.  (x)The Guarantor is an Affiliate of each
Borrower, is the owner of a direct or indirect interest in each Borrower, and
has received or will receive direct or indirect benefit from and adequate
consideration for the making of this Guaranty with respect to the Guarantee
Liabilities.  (xi)The recitals to this Guaranty are true and correct.  (xii)The Guarantor has received valuable consideration, fair value, fair
consideration or reasonable equivalent value for the Guarantee Liabilities, and
the Guarantee Liabilities (A) will not render the Guarantor not Solvent,
(B) will not leave the Guarantor with an unreasonably small amount of
capital to conduct its business, and (C) will not cause the Guarantor to
have incurred debts (or to have intended to have incurred debts) beyond its
ability to pay such debts as they mature, in each case as of the date hereof.  (b)The
Guarantor further represents and warrants to the Administrative Agent and the
Lenders that it is familiar with and has independent knowledge of, and has
reviewed the books and records regarding, the Borrowers financial condition
and affairs and the value of the Collateral and represents and agrees that it
will keep so informed while this Guaranty is in force; provided, however,
the Guarantor acknowledges and agrees that it is not relying on such financial
condition or collateral as an inducement to enter into this Guaranty. The
Guarantor agrees that the Administrative Agent and the Lenders shall have no
obligation to investigate the financial condition or affairs of the Borrowers
for the benefit of the Guarantor or to advise the Guarantor of any matter
relating to or arising under the Credit Agreement or any of the other Credit
Documents or any fact respecting, or any change in, the financial condition or
affairs of the Borrowers that might come to the knowledge of the Administrative
Agent or the Lenders at any time, whether or not the Administrative Agent or
the Lenders know or believe or has reason to know or believe that any such fact
or change is unknown to the Guarantor or might (or does) materially increase
the risk of the Guarantor as guarantor or might (or would) affect the
willingness of the Guarantor to continue as guarantor with respect to the Guarantee
Liabilities.  8


(c)The
Guarantor further represents and warrants to the Administrative Agent and the
Lenders that the financial statements (if any) and other financial information (if
any) of the Guarantor delivered to the Administrative Agent prior to the
Closing Date are true and correct and fairly represent in all material respects
the financial condition of the Guarantor on the date of the delivery of such
information and that there has been no Material Adverse Effect since such date.  (d)The
Guarantor hereby agrees that (i) it shall deliver to the Administrative
Agent all financial statements, certifications and other information and
documents required under the Credit Agreement and any other Credit Document and
such other financial information as the Administrative Agent may from time to
time reasonably require and that such financial statements and other
information shall be true and correct and fairly represent in all material
respects the financial condition of such Guarantor and its Subsidiaries on the
date of delivery; (ii) it will not sell, assign, transfer or otherwise
convey, in a single transaction or in a series of transactions, any material
asset or portion of a material asset which would (A) result in a Material
Adverse Effect or (B) violate the Credit Documents; (iii) it shall
cause the Borrowers to comply with each and every agreement, obligation, duty
and covenant under the Credit Documents and, to the extent the Borrowers do not
fulfill their agreements, obligations, duties and covenants under the Credit
Documents, the Guarantor shall fulfill the same and (iv) it shall perform
each and every agreement, obligation, duty and covenant that it has agreed to
perform under any Credit Document.  (e)The
representations, warranties and covenants of the Guarantor set forth in this Section 9
shall survive the execution and delivery of this Guaranty and shall inure to
the benefit of the Persons for whose benefit they were made for so long as this
Guaranty is in effect. Upon discovery by any party hereto of a breach of any
such representations, warranties and covenants, the party discovering such
breach shall give prompt written notice thereof to the other.  10.Additional Liability of Guarantor.  If
the Guarantor is or becomes liable for any Indebtedness owing by the Borrowers
to the Administrative Agent or the Lenders by endorsement or otherwise than
under this Guaranty, such liability shall not be in any manner impaired or
reduced hereby but shall have all and the same force and effect it would have
had if this Guaranty had not existed and such Guarantors liability hereunder
shall not be in any manner impaired or reduced thereby.  11.Cumulative Rights.  All
rights of the Administrative Agent and the Lenders hereunder or otherwise
arising under the Credit Documents or any documents executed in connection with
or as security for the Guarantee Liabilities or under Requirements of Law are
separate and cumulative and may be pursued separately, successively or
concurrently, or not pursued, without affecting, limiting or impairing any
other right of the Administrative Agent and the Lenders and without limiting,
affecting or impairing the liability of the Guarantor.  12.Usury.  Notwithstanding
any other provision contained herein to the contrary, no provision of this
Guaranty shall require or permit the collection from the Guarantor of interest
in excess of the maximum rate or amount that the Guarantor may be required or
permitted to pay pursuant to any Requirement of Law. In the event any such
interest is collected, it shall be applied in reduction of the Guarantors
obligations hereunder, and the remainder of such excess collected shall be
returned to the Guarantor once such obligations have been fully satisfied.  9


13.Assignments.  (a)Assignments
by the Administrative Agent or the Lenders. This Guaranty is intended for and shall inure to the benefit of the Administrative
Agent, the Lenders and each and every Person who shall from time to time be or
become the owner or holder of any of the Guarantee Liabilities, and each and
every reference herein to the Administrative Agent and the Lenders shall
include and refer to each and every successor, assignee, pledgee and participant
of the Administrative Agent and the Lenders and the successors, assignees and participants
of the foregoing at any time holding or owning any part of or interest in any
part of the Guarantee Liabilities. This Guaranty shall be transferable and
negotiable by the Administrative Agent and the Lenders with the same force and
effect, and to the same extent, that the Guarantee Liabilities are transferable
and negotiable, it being understood and stipulated that, upon assignment or any
such transfer by the Administrative Agent or the Lenders of any of the Guarantee
Liabilities, the legal holder or owner of said Guarantee Liabilities (or a part
thereof or interest therein thus transferred or assigned) shall (except as
otherwise stipulated by the Administrative Agent or the Lenders in its
assignment) have and may exercise all of the rights granted to the Administrative
Agent and the Lenders under this Guaranty to the extent of that part of or
interest in the Guarantee Liabilities thus assigned or so transferred to said
Person. The Guarantor expressly waives notice of any such transfer or
assignment of the Guarantee Liabilities, or any part thereof, or of the rights
of the Administrative Agent and the Lenders hereunder. The Guarantor
acknowledges and agrees that any action taken hereunder shall not release or
discharge this Guaranty or any obligations of the Guarantor hereunder.  (b)Assignments
by Guarantor. This Guaranty
may not be assigned, and the Guarantors agreements, duties, obligations and
covenants hereunder may not be delegated, in whole or in part by the Guarantor.
All agreements, duties, obligations and covenants of the Guarantor hereunder
shall bind and shall be enforceable against the Guarantors successors and
assigns.  14.Application of Payments.  The
Administrative Agent and the Lenders may apply any payments received by them
from any source against such portion of the Guarantee Liabilities and in such
priority and fashion as they may deem appropriate in their sole and absolute
discretion.  15.Counterclaims; Setoff.  The
Guarantor waives all rights to interpose any claims, deduction or counterclaims
of any kind, nature or description in any action or proceeding instituted by
the Administrative Agent or the Lenders with respect to this Guaranty, the Guarantee
Liabilities, the Collateral, the Pledged Collateral, the collateral, security or
Property for the Guaranty or the Guarantee Liabilities or any matter arising
from or relating to any of the foregoing, except compulsory counterclaims. The
Guarantor hereby waives any right of setoff it may have or to which it may be
entitled under this Guaranty, the Credit Documents or Requirements of Law from
time to time against the Administrative Agent or the Lenders or their assets or
Property. Notwithstanding anything to the contrary contained in this Guaranty,
until the Guarantee Liabilities have been indefeasibly paid in full the
Guarantor hereby unconditionally and irrevocably waives, releases and abrogates
any and all rights it may now or hereafter have under any agreement, at law or
in equity (including, without limitation, any law subrogating the Guarantor to
the rights of the Administrative Agent or the Lenders), to assert any claim
against or seek contribution, indemnification or any other form of
reimbursement from the Borrowers, the Pledgor, any other Credit Party or any
other party liable for payment of any or all of the Guarantee Liabilities for
any payment made by Guarantor under or in connection with this Guaranty or
otherwise.  10


16.Bankruptcy Code Waiver.  In
the event that a Borrower becomes a debtor in any proceeding under the
Bankruptcy Code, the Guarantor shall not be deemed to be a creditor (as
defined in Section 101 of the Bankruptcy Code) of such Borrower, by reason of
the existence of this Guaranty, and in connection herewith, the Guarantor
hereby waives any such right as a creditor under the Bankruptcy Code. This
waiver is given to induce the Administrative Agent and the Lenders to enter
into the transactions contemplated by the Credit Documents. After the Guarantee
Liabilities are paid in full and there shall be no obligations or liabilities
under this Guaranty outstanding, this waiver shall be deemed to be terminated.  17.The Borrowers and Pledgors Actions.  No
encumbrance, assignment, leasing, subletting, sale or other transfer by a
Borrower or the Pledgor of any of the Borrowers or the Pledgors assets or
Property shall operate to extinguish or diminish the liability of the Guarantor
under this Guaranty.  18.Subordination.  (a)As
used in this Guaranty, the term Guarantor
Claims shall mean
all debts, liabilities and other Indebtedness of the Borrowers, the Pledgor,
any other Credit Party or any other Person obligated to the Administrative
Agent, the Lenders or any other Person specified under any Credit Document to
the Guarantor, whether such debts, liabilities and other Indebtedness now exist
or are hereafter incurred or arise, or whether the obligations of such Borrower,
Pledgor, other Credit Party or such other Person thereon be direct, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective
of whether such debts, liabilities or other Indebtedness be evidenced by note, contract,
open account or otherwise, and irrespective of the Person or Persons in whose
favor such debts, liabilities or other Indebtedness may, at their inception,
have been, or may hereafter be created, or the manner in which they have been
or may hereafter be acquired by the Guarantor. The Guarantor Claims shall
include, without limitation, all rights and claims of the Guarantor against the
Borrowers, the Pledgor, other Credit Parties or other Persons (arising as a
result of subrogation or otherwise) as a result of the Guarantors payment of
all or a portion of the Guarantee Liabilities. All Guarantor Claims are and
shall be subordinate to the Guarantee Liabilities.  (b)In
the event of any Insolvency Proceedings involving the Guarantor as debtor, the Administrative
Agent and the Lenders shall have the right to prove its claim in any such
proceeding so as to establish its rights hereunder and receive directly from
the receiver, trustee or other court custodian dividends and any payments which
would otherwise be payable upon Guarantor Claims to the extent of any sums owed
by the Guarantor hereunder. The Guarantor hereby assigns such dividends and
payments to the Administrative Agent as agent for the Lenders. Should the Administrative
Agent as agent for the Lenders receive, for application upon the Guarantee
Liabilities, any such dividend or payment which is otherwise payable to the Guarantor,
and which, as between the Borrowers or any other Person described in clause (a)
above on the one hand and the Guarantor on the other, shall constitute a credit
upon the Guarantor Claims, then upon payment to the Administrative Agent as
agent for the Lenders in full of the Guarantee Liabilities, the Guarantor shall
become subrogated to the rights of the Administrative Agent and the Lenders to
the extent that such payments to the Administrative Agent as agent for the
Lenders on the Guarantor Claims have contributed toward the liquidation of the Guarantee
Liabilities, and such subrogation shall be with respect to that proportion of
the Guarantee Liabilities which would have been unpaid if the Administrative
Agent as agent for the Lenders had not received dividends or payments upon the
Guarantor Claims.  11


(c)In the event that, notwithstanding anything
to the contrary in this Guaranty, the Guarantor should receive any funds,
payment, claim or distribution which is prohibited by this Guaranty, the Guarantor
agrees to hold in trust for the Administrative Agent as agent for the Lenders
an amount equal to the amount of all funds, payments, claims or distributions
so received, and agrees that it shall have absolutely no dominion over the
amount of such funds, payments, claims or distributions so received except to
pay them promptly to the Administrative Agent as agent for the Lenders, and the
Guarantor covenants promptly to pay the same to the Administrative Agent as
agent for the Lenders.  (d)The Guarantor agrees that any claims, charges or
Liens against the Borrowers, the Pledgor, other Credit Parties or any other
Persons described under clause (a) above and/or such Borrowers,
the Pledgors, any other Credit Partys or such other Persons assets and
Property with respect to the Guarantor Claims shall be and remain inferior and
subordinate to any claims, charges or Liens of the Administrative Agent or the
Lenders against the Borrowers, the Pledgor, any other Credit Party or any such
other Person and/or such Borrowers, such Pledgors, any such other Credit
Partys or such other Persons assets and Property, regardless of whether such
claims, charges or Liens in favor of the Guarantor, the Administrative Agent or
the Lenders presently exist or are hereafter created or attach. Without the
prior written consent of the Administrative Agent and the Lenders, the
Guarantor shall not (i) exercise or enforce any creditors right it may
have against the Borrowers, the Pledgor, any other Credit Party or any other
Person described under clause (a) above, or (ii) foreclose,
repossess, sequester or otherwise take steps or institute any action or
proceedings (judicial or otherwise, including, without limitation, the commencement
of, or joinder in, any Insolvency Proceeding) to enforce any claims, charges, Liens,
mortgage, deeds of trust, security interests, collateral rights, judgments or
other encumbrances against the Borrowers, the Pledgor, any other Credit Party or
such other Person or the assets or Property of the Borrowers, the Pledgor, any
other Credit Party or such other Person held by the Guarantor.  19.Commercial Transaction.  To
induce the Administrative Agent and the Lenders to enter into this Guaranty and
the transactions evidenced by and secured by the Credit Documents, the
Guarantor agrees that said transactions are commercial and not consumer
transactions.  20.Books and Records.  In
addition to any additional rights under the Credit Agreement and the other Credit
Documents, the Administrative Agent and the Lenders shall have the right at the
Guarantors cost, and the Guarantor shall permit and shall cooperate with the Administrative
Agent and the Lenders in arranging for, at any reasonable time from time to time,
the Administrative Agent, the Lenders and/or its representatives, to review and
audit all books, records and financial statements (including all supporting
data and other records) of the Guarantor, and the Guarantor shall make all such
books of account and records available for such examination, at the office
where the same are regularly maintained. The Administrative Agent and the
Lenders shall have a right to copy, duplicate and make abstracts from such
books and records as the Administrative Agent and the Lenders may require.  21.Notices, Etc.  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 shall be governed by Section 10.2 of the Credit
Agreement. The failure of the Administrative Agent or the Lenders to give any
notice required hereunder (if any) shall not affect the liability or
obligations of the Guarantor hereunder. Unless otherwise expressly provided in
this Guaranty, reference to any notice,  12


request,
approval, consent or determination provided for, permitted or required under
the terms of this Guaranty with respect to the Borrowers, the Guarantor, the Administrative
Agent or the Lenders 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.  22.No Waiver.  No
failure on the part of the Administrative Agent or the Lenders 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.  23.Amendments and Waivers.  No
amendment, waiver or other modification of any provision of this Guaranty shall
be effective unless amended in accordance with the requirements of Section
10.1 of the Credit Agreement. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.  24.Severability; Integration.  Each
provision of this Guaranty shall be valid, binding and enforceable to the
fullest extent permitted by Requirements of Law. In case any provision in or
obligation under this Guaranty 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 or obligations, or of such provision or obligation in
any other jurisdiction or as applied to any other Person, fact, circumstance,
action or inaction, shall not in any way be affected or impaired thereby. This
Guaranty and any agreements or letters executed in connection herewith contain
the final and complete integration of all prior expressions by the Guarantor
hereto with respect to the subject matter hereof and shall constitute the
entire agreement of the Guarantor hereto with respect to the subject matter
hereof, superseding all prior oral or written understandings.  25.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,
exhibits and annexes (if any) attached hereto and referred to herein shall
constitute a part of this Guaranty and are incorporated into this Guaranty for
all purposes.  26.Governing Law.  THIS
GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.  27.Waivers.  (a)THE
GUARANTOR KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO ASSERT A
COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING
BROUGHT AGAINST IT BY THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY OF THEIR
AFFILIATES OR AGENTS.  13


(b)TO
THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, EACH OF THE PARTIES HERETO
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY 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 GUARANTY, THE CREDIT DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR
ANY DEALINGS, COURSE OF DEALINGS, COURSE OF CONDUCT AMONG THEM OR ANY
STATEMENTS (WRITTEN OR ORAL) OR OTHER ACTIONS OF ANY PARTY, AND NONE OF THE
PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CAN NOT BE OR HAS NOT BEEN WAIVED. INSTEAD, ANY SUCH DISPUTE
RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.  (c)ANY
LEGAL ACTION OR PROCEEDING AGAINST ANY PARTY HERETO WITH RESPECT TO THIS GUARANTY
OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS GUARANTY, EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY AND ASSETS,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST A PARTY IN ANY OTHER JURISDICTION.  (d)EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER CREDIT
DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (c) ABOVE AND HEREBY
FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.  (e)EXCEPT
AS PROHIBITED BY LAW, THE GUARANTOR HEREBY WAIVES ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE GUARANTOR CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR THE
LENDERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT
OR THE LENDERS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALLENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS.  (f)EACH
PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO A BUSINESS RELATIONSHIP, THAT THE ADMINISTRATIVE AGENT, THE LENDERS AND EACH
PARTY HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO OR ACCEPTING THE
BENEFITS OF THIS GUARANTY, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER
IN THEIR RELATED FUTURE  14


DEALINGS.
EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS
WAIVER WITH ITS LEGAL COUNSEL AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  (g)THE
WAIVERS SET FORTH IN THIS SECTION 27 ARE IRREVOCABLE, MEANING THAT
IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY
OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO ANY TRANSACTION ENTERED INTO HEREUNDER OR THEREUNDER. IN THE EVENT
OF LITIGATION, THIS GUARANTY MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.  28.Taxes.  The
provisions of Section 2.14 of the Credit Agreement shall be equally
applicable to the Guarantor and any payments made under this Guaranty.  29.Recitals.  The
recital and introductory paragraphs hereof are a part hereof, form a basis for
this Guaranty and shall be considered prima  facie evidence of the facts and
documents referred to therein.  30.Counterparts.  This
Guaranty 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.  31.Discretion.  Reference
herein or in any Credit Document to the Administrative Agents or the Lenders
discretion shall mean, unless otherwise stated herein or therein, the Administrative
Agents or the Lenders sole and absolute discretion, and the exercise of such
discretion shall be final and conclusive. In addition, whenever the Administrative
Agent or the Lenders 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 to or approved by (or
any similar language or terms) the Administrative Agent or the Lenders, as
applicable, the decision of the Administrative Agent or the Lenders, as
applicable, with respect thereto shall be in the sole and absolute discretion
of the Administrative Agent or the Lenders, as applicable, and such decision
shall be final and conclusive, except as may be otherwise specifically provided
herein.  32.Recourse Against Certain Parties.  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 Administrative Agent, the Lenders or the Guarantor as
contained in this Guaranty, the Credit Documents or any other agreement,
instrument or document entered into by the Administrative Agent, the Lenders,
the Guarantor or any such party pursuant hereto or thereto or in connection
herewith or therewith shall be had against any administrator of the Administrative  15


Agent,
the Lenders, the Guarantor or any incorporator, Affiliate (direct or indirect),
owner, member, partner, stockholder, officer, director, employee, agent or
attorney of the Administrative Agent, the Lenders, 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 the Administrative Agent, the
Lenders and the Guarantor contained in this Guaranty, the Credit Documents and
all of the other agreements, instruments and documents entered into by it
pursuant hereto or thereto or in connection herewith or therewith are, in each
case, solely the corporate obligations of the Administrative Agent, the Lenders
and the Guarantor and that no personal liability whatsoever shall attach to or
be incurred by any administrator of the Administrative Agent, the Lenders, the Guarantor
or any incorporator, owner, member, partner, stockholder, Affiliate (direct or
indirect), officer, director, employee, agent or attorney of the Administrative
Agent, the Lenders, 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 Administrative Agent, the Lenders or the Guarantor contained
in this Guaranty, the Credit 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 Administrative Agent, the
Lenders, any other Credit Party or the Guarantor and each incorporator, owner,
member, partner, stockholder, affiliate, officer, director, employee, agent or
attorney of the Administrative Agent, the Lenders, any other Credit Party or
the Guarantor, or of any such administrator, or any of them, for breaches by
the Administrative Agent, the Lenders, any other Credit Party 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 Guaranty. The provisions of this Section 32 shall survive the
termination of this Guaranty.  33.Setoffs.  In
addition to any rights and remedies of the Administrative Agent and the Lenders
provided by this Guaranty, the Credit Documents and by Requirements of Law, the
Administrative Agent and the Lenders shall have the right, without prior notice
to the Borrowers, the Guarantor, the Pledgor or any other Credit Party, any
such notice being expressly waived by the Guarantor to the extent permitted by Requirements
of Law, and regardless of the existence of any other collateral, upon any
amount becoming due and payable by the Guarantor to the Administrative Agent
and the Lenders hereunder, under the Credit 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 and assets
of the Guarantor, any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any and all other credits,
indebtedness, claims, securities, collateral, Property, assets or proceeds of
any of the foregoing in, as applicable, 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 Administrative Agent, the Lenders, any Person
under the control of the Administrative Agent, the Lenders and any successor or
assign of the foregoing to or for the credit or the account of the Guarantor,
whether for safekeeping, custody, pledge, transmission, collection or otherwise.
The Administrative Agent agrees promptly to notify the Guarantor after any such
setoff and application made by the Administrative Agent or the Lenders,
provided that the failure to give such notice shall not affect the validity of
such setoff and application. ANY AND ALL RIGHTS TO REQUIRE THE ADMINISTRATIVE
AGENT AND THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY
OTHER COLLATERAL WHICH SECURES THE AMOUNTS OWING TO THE ADMINISTRATIVE AGENT
AND THE LENDERS BY THE BORROWERS, THE GUARANTOR, THE PLEDGOR OR ANY OTHER CREDIT
PARTY UNDER THE CREDIT DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER
PROPERTY OR ASSETS OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED BY THE GUARANTOR.  16


34.Joint and Several Obligations.  (a)At
all times during which there is more than one (1) Guarantor under this
Guaranty, the liability of each Guarantor shall be joint and several and the
joint and several obligations of each Guarantor under this Guaranty and the
other Credit Documents (a) (i) shall be absolute and unconditional
and shall remain in full force and effect (or be reinstated) until all the
Guarantee Indebtedness shall have been paid in full, the Guarantor Obligations
shall have been satisfied 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 Administrative
Agent or the Lenders, and (ii) until such payment has been made and such
obligations satisfied, 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 the Borrowers,
the Guarantor, the Pledgor or any other Credit Party, (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 Borrower, the Guarantor, the Pledgor or any other Credit
Party under the Credit Agreement or any Credit Document, (B) the failure
to give notice to the Borrowers, the Guarantor, the Pledgor or any other Credit
Party of the occurrence of an Event of Default under any of the Credit Documents,
(C) the release, substitution or exchange by the Administrative Agent or
the Lenders of any or all of the Collateral, Pledged Collateral or any
collateral, Property or security for the Guaranty or the Guarantee Liabilities
(in each case, whether with or without consideration) or the acceptance by the Administrative
Agent or the Lenders 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
or the Guarantee Liabilities, whether by the Administrative Agent, the Lenders
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 the Borrowers, the Guarantor,
the Pledgor, any other Credit Party or any other Person who, or any of whose
Property or assets, shall at the time in question be obligated in respect of
the Obligations or the Guarantee Liabilities or any part thereof, or
(E) to the extent permitted by Requirements of Law, any other event,
occurrence, action or circumstance that would, in the absence of this Section 34,
result in the release or discharge of any or all of the Guarantors from the
performance or observance of any obligation, covenant or agreement contained in
the Credit Agreement or the Credit Documents; (b) each Guarantor expressly
agrees that the Administrative Agent and the Lenders shall not be required
first to initiate any suit or to exhaust its remedies against the Borrowers,
the Guarantor, the Pledgor, any other Credit Party or any other Person to
become liable, or against any of the Collateral, the Pledged Collateral or any
collateral, security or Property for this Guaranty or the Guarantee
Liabilities, in order to enforce this Guaranty or the Credit Documents and each
Guarantor expressly agrees that, notwithstanding the occurrence of any of the
foregoing, each Guarantor shall be and remain directly and primarily liable for
all sums due under this Guaranty or any of the Credit Documents; and,
(c) on disposition by the Administrative Agent or the Lenders of any
Property encumbered by any Collateral, the Pledged Collateral or any
collateral, Property or security for this Guaranty or the Guarantee
Liabilities, each Guarantor shall be and shall remain jointly and severally
liable for any deficiency.  (b)Each
Guarantor hereby agrees that, to the extent another Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such Guarantor
shall be entitled to seek and receive contribution from and against any other
Guarantor which has not paid its proportionate share of such payment; provided
however, that the provisions of this Subsection 34(b) shall
in no respect limit the obligations and liabilities of each Guarantor to the Administrative
Agent and the Lenders, and, notwithstanding any payment or payments made by a
Guarantor (the paying Guarantor) hereunder or any set-off or
application of funds of the paying Guarantor by the Administrative Agent or the
Lenders, the paying Guarantor shall not be entitled to be subrogated to any of
the rights of the Administrative Agent and  17


the
Lenders against any other Guarantor or any collateral security or guarantee or
right of offset held by the Administrative Agent or the Lenders, nor shall the
paying Guarantor seek or be entitled to seek any contribution or reimbursement
from the other Guarantor in respect of payments made by the paying Guarantor
hereunder, until all amounts owing to the Administrative Agent or the Lenders
by the Guarantor under this Guaranty and the other Credit Documents are paid in
full. If any amount shall be paid to the paying Guarantor 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 Guarantor in trust for the Administrative
Agent and the Lenders, segregated from other funds of the paying Guarantor, and
shall, forthwith upon receipt by the paying Guarantor, be turned over to the Administrative
Agent as agent for the Lenders, in the exact form received by the paying
Guarantor (duly indorsed by the paying Guarantor to the Administrative Agent as
agent for the Lenders, if required), to be applied against amounts owing to the
Administrative Agent and the Lenders by the Guarantor under this Guaranty and
the other Credit Documents, whether matured or unmatured, in such order as the Administrative
Agent and the Lenders may determine in their discretion.  355.Third Party Beneficiary.  The
Lenders shall be a thirdparty beneficiary of each of the terms and provisions
of this Guaranty. All rights of the Administrative Agent hereunder, if not
exercised by the Administrative Agent, may be exercised by the Required
Lenders.  [Remainder of Page Intentionally
Left Blank.]  18


IN WITNESS WHEREOF,the undersigned have caused this Guaranty to
be duly executed as of the date first written above.   GUARANTOR:
  NORTHSTAR REALTY FINANCE CORP.,a Maryland corporationBy:
  
  /s/ Albert TylisName:
  
  Albert
  TylisTitle:
  
  Executive
  Vice President and General CounselNORTHSTAR
  REALTY FINANCE L.P.,a
  Delaware limited partnershipBy:
  
  /s/ Albert TylisName:
  
  Albert
  TylisTitle:
  
  Executive
  Vice President and General Counsel  S-1


STATE
OF                    ,  County ss:  I
hereby certify that on this [    ]
day of [            ],
[                   ],
before me, the subscriber, a Notary Public of the State of [                    ],
in and for the [                    ],
personally appeared [],
[                    ],
of [                    ],
a [                    ],
and known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument and on behalf of said [                    ]
that he, on behalf of said [],
executed the same for the purposes therein contained.  As
Witness:  my hand and notarial seal.  My
  Commission Expires:Notary Public  S-2


STATE
OF                    ,  County ss:  I
hereby certify that on this [    ]
day of [            ],
[                   ],
before me, the subscriber, a Notary Public of the State of [                    ],
in and for the [                    ],
personally appeared [],
[                    ],
of [                    ],
a [                    ],
and known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument and on behalf of said [                    ]
that he, on behalf of said [],
executed the same for the purposes therein contained.  As
Witness:  my hand and notarial seal.  My
  Commission Expires:Notary Public   S-3