Exhibit 10.34   FIRST
AMENDED AND RESTATED GUARANTY AGREEMENT  THIS FIRST AMENDED AND RESTATED GUARANTY AGREEMENT(as amended,
modified, waived, supplemented, extended, restated or replaced from time to
time, this Guaranty), is made as of the 28th day of October, 2009, 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, together with its successors and assigns, 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 First Amended and
Restated Credit Agreement, dated as of October 28, 2009 (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 or continue certain loans to the Borrowers subject to the
terms and conditions of the Credit Agreement;  WHEREAS, the Guarantors and the Administrative Agent
entered into that certain Limited Guaranty Agreement, dated as of November 6,
2007 (as amended, modified, restated, replaced, waived, substituted,
supplemented or extended prior to the date hereof, the Original Guaranty),
for the benefit of the Lenders;  WHEREAS, this Guaranty shall constitute an amendment and
restatement of the Original Guaranty;  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.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 and whenever accrued, 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.  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, in each case howsoever evidenced, whether existing prior to the
Restatement Date, now or arising hereafter, as such Guarantee Liabilities may
be amended, modified, extended, renewed or replaced from time to time.  For the avoidance of doubt, the Guarantors
liability for the Guarantee Liabilities is for the full amount thereof and such
Guarantee Liabilities are no longer limited to a fixed dollar amount.  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  First
Amended and Restated Guaranty Agreement (Wachovia and NorthStar)  2


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 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,  3


(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 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  4


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 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  5


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 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  6


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 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.  7


(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.  (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  8


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.  (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.  9


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.  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  10


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.  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  11


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.  (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)TheGuarantor 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.  12


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, 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.  13


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.  (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,  14


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 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 consideredprimafacieevidence 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.  15


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 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 (other than against the Main
Treasury Account or amounts deposited therein), 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  16


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.  For the avoidance of doubt, the
Administrative Agent and the Lenders each, for itself and for each such entitys
successors, assigns and participants, hereby disclaim any right of set-off, in
common law or otherwise, against the Main Treasury Account and any and all
deposits (general or special, time or demand, provisional or final) or credits
in any currency therein.  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  17


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 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.  35.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.  36.Amendment
and Restatement.  Notwithstanding
the amendment and restatement of the Original Guaranty by this Guaranty:  (a) the guaranty granted under the
Original Guaranty shall continue in effect hereunder, without any transfer,
conveyance, diminution or other modification thereto or effect thereon
occurring or being deemed to occur by reason of the amendment and restatement
of the Original Guaranty hereby and (b) the Guarantor, in addition to the Guarantee
Liabilities hereunder, shall continue to be liable to the Lenders for all Guarantee
Liabilities (under and as defined in the Original Guaranty) accrued to the
date hereof under the Original Guaranty except the Guarantors liability for Guarantee
Liabilities accruing prior to the date of this Guaranty shall not be limited
by the proviso to the first sentence or Section 1 of the Orginal Guaranty.
This Guaranty is given in substitution for the Original Guaranty and not as
payment of any of the obligations of the Guarantor thereunder, and is in no way
intended to constitute a novation of the Original Guaranty.  Nothing contained herein is intended to
amend, modify or otherwise affect any obligation of the Guarantor existing
prior to the date hereof except the Guarantors liability for Guarantee
Liabilities accruing prior to the date of this Guaranty shall not be limited
by the proviso to the first sentence or Section 1 of the Original
Guaranty.  Upon the effectiveness of this
Guaranty, each reference to the Original Guaranty in any other Credit Document,
or document, instrument or agreement  18


executed
and/or delivered in connection therewith shall mean and be a reference to this
Guaranty unless the context otherwise requires.  [Remainder of Page Intentionally
Left Blank.]  19


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/
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice Presidentand
  Chief Investment OfficerNORTHSTAR
  REALTY FINANCE L.P.,a
  Delaware limited partnershipBy:
  /s/
  Daniel R. GilbertName:
  Daniel
  R. GilbertTitle:
  Executive
  Vice Presidentand
  Chief Investment Officer  [SIGNATURES
CONTINUE ON FOLLOWING PAGE]  S-1


ACKNOWLEDGED AND AGREED:WACHOVIA
  BANK, NATIONAL ASSOCIATION,as
  the Administrative AgentBy:
  /s/
  H. Lee Goins IIIName:
  H.
  Lee Goins IIITitle:
  Director  S-2


STATE
OF NEW YORK,  New
York County ss:   I
hereby certify that on this 27th day of October, 2009, before me, the
subscriber, a Notary Public of the State of New York, in and for the [                                             ],
personally appeared Daniel R. Gilbert, Chief Investment Officer and Executive Vice
President of NorthStar Realty Finance Corp., a Maryland corporation, 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:August 21, 2010Elizabeth HarrisNotary Public  S-3