**EXECUTION
      VERSION**







**SIXTH
      AMENDMENT TO**


**MASTER
      REPURCHASE AGREEMENT**


**(Wachovia
      Transaction with the NorthStar Entities)**








**THIS
      SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT** ,
      dated
      as of November 6, 2006 (this “ Amendment
      No. 6 ”),
      is
      entered into by and among **NRFC
      WA HOLDINGS, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC ”), **NRFC
      WA HOLDINGS II, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC II ”), **NRFC
      WA HOLDINGS III, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC III ”), **NRFC
      WA HOLDINGS IV, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC IV ”), **NRFC
      WA HOLDINGS V, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC V ”), **NRFC
      WA HOLDINGS VI, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC VI ”), **NRFC
      WA HOLDINGS VII, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC VII ”), **NRFC
      WA HOLDINGS VIII, LLC** ,
      as a
      seller (together with its successors and permitted assigns, “ NRFC VIII ”
and,
      together with NRFC, NRFC II, NRFC III, NRFC IV, NRFC V,
      NRFC VI and NRFC VII, the “ Sellers ”), **WACHOVIA
      BANK, NATIONAL ASSOCIATION** ,
      as the
      buyer (in such capacity, together with its successors and assigns, the
“ Buyer ”), **NORTHSTAR
      REALTY FINANCE CORP.** (together with its successors and permitted assigns, “ NorthStar ”),
      as a
      guarantor, and **NORTHSTAR
      REALTY FINANCE L.P.** ,
      as a
      guarantor (together with its successors and permitted assigns, the “ Operating
      Partnership ”
and
      together with NorthStar, the “ Guarantors ”), **NRFC
      SUB-REIT CORP.** ,
      as the
      pledgor (together with its successors and permitted assigns, the “ Pledgor ”), **WELLS
      FARGO BANK, NATIONAL ASSOCIATION** (f/k/a
      Wells Fargo Bank Minnesota, N.A.), as the custodian (in such capacity, together
      with its successors and permitted assigns, the “ Custodian ”),
      and **WACHOVIA
      BANK, NATIONAL ASSOCIATION** ,
      as the
      swap counterparty (in such capacity, together with its successors and assigns,
      the “ Swap
      Counterparty ”)
      and as
      the bank under the Account Agreement and the Securities Account Control
      Agreement (in such capacity, together with its successors and assigns, the
      “ Bank ”).
      Capitalized terms used and not otherwise defined herein shall have the meanings
      given to such terms in the Repurchase Agreement (as defined below).








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





**WHEREAS** ,
      the
      Sellers, the Guarantors and the Buyer are parties to that certain Master
      Repurchase Agreement (including all annexes, exhibits and schedules thereto),
      dated as of July 13, 2005, as amended by that certain First Amendment to
      Master Repurchase Agreement, dated as of August 24, 2005 (“ Amendment
      No. 1 ”),
      that
      certain Second Amendment to Master Repurchase Agreement, dated as of
      September 20, 2005 (“ Amendment
      No. 2 ”),
      that
      certain Third Amendment to Master Repurchase Agreement, dated as of
      September 30, 2005 (“ Amendment
      No. 3 ”),
      that
      certain Omnibus Amendment to Repurchase Documents and Joinder, dated as of
      October 21, 2005 (“ Omnibus
      Amendment ”),
      that
      certain Fourth Amendment to Master Repurchase Agreement, dated as of October
      28,
      2005 (“ Amendment
      No. 4 ”),
      that
      certain Fifth Amendment to Master Repurchase Agreement, dated as of
      February 28, 2006 (“ Amendment
      No. 5 ”)
      and
      that certain Second Omnibus Amendment to Repurchase Documents, dated as of
      June 6, 2006 (“ Second
      Omnibus Amendment ”)
      (as
      such Master Repurchase Agreement is amended,
      modified, restated, replaced, waived, substituted, supplemented or extended
      from
      time to time, including pursuant to Amendment No. 1, Amendment No. 2, Amendment
      No. 3, the Omnibus Amendment, Amendment No. 4, Amendment No. 5,
      the Second Omnibus Amendment and this Amendment No. 6, the “ Repurchase
      Agreement ”);








**WHEREAS** ,
      the
      Sellers and the Guarantors desire to make certain modifications to the
      Repurchase Documents;





**WHEREAS** ,
      the
      Buyer is willing to modify the Repurchase Documents as requested by the Sellers
      and the Guarantors on the terms and conditions specified herein;
      and





**WHEREAS** ,
      the
      Custodian, the Swap Counterparty, the Pledgor and the Bank are parties to other
      Repurchase Documents and related agreements that may be affected, directly
      or
      indirectly, by this Amendment No. 6 and desire to evidence their agreement
      to the amendments and modifications set forth herein.





**NOW
      THEREFORE** ,
      in
      consideration of the foregoing recitals, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto, intending to be legally bound, agree as follows:





**Section** **1** **.**  **Amendments
      to Repurchase Agreement** **.**





( a )  The
      following definitions in Section 1(a) of Annex I to the
      Repurchase Agreement are hereby amended and restated in their entirety as
      follows:





( 1 )  “ CDO
      Securitization Transaction :
      A CDO
      securitization transaction involving some or all of the Purchased Assets engaged
      in by N-Star REL CDO VIII.”





( 2 )  “ Maximum
      Amount :
      Means
      $200,000,000, provided that, during the Temporary Increase Period, upon the
      written request of the Sellers, the Buyer may, in its discretion (and in all
      cases subject to the Buyer obtaining internal credit approval), increase the
      Maximum Amount one (1) or more times to an aggregate amount not to exceed
      $750,000,000, which increase(s) shall be set forth in writing and acknowledged
      by the Sellers and the Guarantors; provided , however ,
      after
      the Temporary Increase Period, (i) 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 Sellers repay 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 $200,000,000 and (ii) in the event the Sellers do
      not satisfy clause (i) of this
      definition, the Maximum Amount shall equal the lesser of (A) the sum of
      $200,000,000 and the highest Temporary Increase Amount and
      (B) $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.”





2


( 3 )  “ Temporary
      Increase Amount :
      An
      amount determined by the Buyer in its discretion, but in any event, not greater
      than $550,000,000.”





( b )  Clause (iv) of Section 24 of Annex I to the
      Repurchase Agreement is amended and restated as follows:





“(iv) the
      Maximum Amount shall thereafter equal the lesser of (A) the sum of
      $200,000,000 and the highest Temporary Increase Amount and
      (B) $500,000,000, in all cases subject to the definition of Maximum
      Amount,”.





( c )  Section 26 of Annex I to the
      Repurchase Agreement is amended by adding the following provision to the end
      thereof:





“Notwithstanding
      anything contained in Section 26 of this Annex I to the
      contrary, the Buyer shall not apply the Over-Advance Advance Rate to any new
      Purchased Asset after the aggregate Purchase Price for all outstanding
      Transactions equals or exceeds $500,000,000 during the Temporary Increase
      Period.”





**Section** **2** **.**  **Repurchase
      Documents in Full Force and Effect as Modified** **.**





Except
      as
      specifically modified hereby, the Repurchase Documents shall remain in full
      force and effect. All references to any Repurchase Document shall be deemed
      to
      mean each Repurchase Document as modified by this Amendment No. 6. This
      Amendment No. 6 shall not constitute a novation of the Repurchase
      Documents, but shall constitute a modification thereof. The parties hereto
      agree
      to be bound by the terms and conditions of the Repurchase Documents, as modified
      by this Amendment No. 6, as though such terms and conditions were set forth
      herein.





**Section** **3** **.**  **Representations** **.**





Each
      of
      the Sellers, each of the Guarantors and the Pledgor represent and warrant,
      as of
      the date of this Amendment No. 6, as follows:





( a )  it
      is
      duly incorporated or organized, validly existing and in good standing under
      the
      laws of its jurisdiction of organization and each jurisdiction where it conducts
      business;





3


( b )  the
      execution, delivery and performance by it of this Amendment No. 6 is within
      its corporate, company or partnership powers, has been duly authorized and
      does
      not contravene (1) its Governing Documents or its applicable resolutions,
      (2) any Applicable Law or (3) any Contractual Obligation, Indebtedness
      or Guarantee Obligation;





( c )  no
      consent, license, permit, approval or authorization of, or registration, filing
      or declaration with, any Governmental Authority or other Person is required
      in
      connection with the execution, delivery, performance, validity or enforceability
      by or against it of this Amendment No. 6;





( d )  this
      Amendment No. 6 has been duly executed and delivered by it;





( e )  this
      Amendment No. 6, as well as each of the Repurchase Documents as modified by
      this Amendment No. 6, constitutes its legal, valid and binding obligation,
      enforceable against it in accordance with its terms, except as enforceability
      may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
      or similar laws affecting the enforcement of creditors’ rights generally or by
      general principles of equity;





( f )  no
      Default or Event of Default exists or will exist after giving effect to this
      Amendment No. 6; and





( g )  each
      of
      the Repurchase Documents is in full force and effect and no Seller, no Guarantor
      or the Pledgor has any defense, offset, counterclaim, abatement, right of
      rescission or other claims, legal or equitable, available to any Seller, any
      Guarantor, the Pledgor or any other Person with respect to this Amendment
      No. 6, the Repurchase Agreement, the Repurchase Documents or any other
      instrument, document and/or agreement described herein or therein, as modified
      and amended hereby, or with respect to the obligation of the Sellers and the
      Guarantors to repay the Obligations and other amounts due under the Repurchase
      Documents.





**Section** **4** **.**  **Conditions
      Precedent** **.**





The
      effectiveness of this Amendment No. 6 is subject to the following
      conditions precedent: (i) delivery to the Buyer of this Amendment
      No. 6 duly executed by each of the parties hereto and consented to by the
      Swap Counterparty and the Custodian; (ii) delivery to the Buyer of a
      Compliance Certificate executed by the Sellers and the Guarantors acceptable
      to
      the Buyer in its discretion; (iii) delivery by the Sellers and the
      Guarantors to the Buyer of a certification of Purchased Assets intended to
      be
      repurchased and sold into the up-coming CDO Securitization Transaction;
      (iv) the payment of all reasonable legal fees and expenses of Moore &
Van Allen PLLC, as counsel to the Buyer, in the amount to be set forth on a
      separate invoice; and (v) such other documents, agreements or
      certifications as the Buyer may reasonably require.





4


**Section** **5** **.**  **Miscellaneous** **.**





( a )  This
      Amendment No. 6 may be executed in any number of counterparts (including by
      facsimile), and by the different parties hereto on the same or separate
      counterparts, each of which shall be deemed to be an original instrument but
      all
      of which together shall constitute one and the same agreement.





( b )  The
      descriptive headings of the various sections of this Amendment No. 6 are
      inserted for convenience of reference only and shall not be deemed to affect
      the
      meaning or construction of any of the provisions hereof.





( c )  This
      Amendment No. 6 may not be amended or otherwise modified, waived or
      supplemented except as provided in the Repurchase Agreement.





( d )  The
      interpretive provisions of Section 1(b) of Annex I of the
      Repurchase Agreement are incorporated herein mutatis  mutandis .





( e )  This
      Amendment No. 6 represents the final agreement among the parties and may
      not be contradicted by evidence of prior, contemporaneous or subsequent oral
      agreements between the parties. There are no unwritten oral agreements between
      the parties.





( f )  **THIS
      AMENDMENT NO. 6 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
      AMENDMENT NO. 6 SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
      CONFLICT OF LAWS PROVISIONS.**








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5


**IN
      WITNESS WHEREOF,** the
      parties have caused this Amendment No. 6 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 company
              
              By:/s/ Daniel Gilbert
              Name:
                Daniel Gilbert
              Title:
                Executive Vice President
              
              Address
                for Notices:
              
              NRFC
                WA Holdings, LLC
              c/o
                NorthStar Realty Finance Corp.
              527
                Madison Avenue
              New
                York, New York 10022


Attention:
            Andy RichardsonRichard
              McCready
              Daniel
                R. GilbertFacsimile
                No.:
            (212)
                208-2651
              (212)
                319-4558Confirmation
                No.:
            (212)
                  319-2618
                (212)
                  319-2623
                (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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**THE BUYER**:
            **WACHOVIA BANK, NATIONAL**
              **ASSOCIATION**,
                a
                national banking associationBy:/s/
                Joseph F. Cannon
              Name:Joseph
                F. Cannon
              Title:
                Vice President
              
              Wachovia
                Bank, National Association
              One
                Wachovia Center, Mail Code: NC0166
              301
                South College Street
              Charlotte,
                North Carolina 28288Attention:
            Joseph F. Cannon,
              Vice PresidentFacsimile No.:
            (704) 715-0066Confirmation No.:
            (704)
              383-2324







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