**EXECUTION
      VERSION**





**SECOND
      OMNIBUS AMENDMENT TO**


**REPURCHASE
      DOCUMENTS**


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





**THIS
      SECOND OMNIBUS AMENDMENT TO REPURCHASE DOCUMENTS** ,
      dated
      as of June 6, 2006 (this “ Second
      Omnibus Amendment ”),
      is
      entered into by and among **NRFC
      WA HOLDINGS, LLC** ,
      as an
      existing seller (together with its successors and permitted assigns,
“ NRFC ”)
      and **NRFC
      WA HOLDINGS II, LLC** ,
      as an
      existing seller (together with its successors and permitted assigns,
“ NRFC II ”
and,
      collectively with NRFC, the “ Existing
      Sellers ”), **NRFC
      WA HOLDINGS III, LLC** ,
      as a
      new seller (together with its successors and permitted assigns, “ NRFC III ”), **NRFC
      WA HOLDINGS IV, LLC** ,
      as a
      new seller (together with its successors and permitted assigns, “ NRFC IV ”), **NRFC
      WA HOLDINGS V, LLC** ,
      as a
      new seller (together with its successors and permitted assigns, “ NRFC V ”), **NRFC
      WA HOLDINGS VI, LLC** ,
      as a
      new seller (together with its successors and permitted assigns, “ NRFC VI ”), **NRFC
      WA HOLDINGS VII, LLC** ,
      as a
      new seller (together with its successors and permitted assigns, “ NRFC VII ”), **NRFC
      WA HOLDINGS VIII, LLC** ,
      as a
      new seller (together with its successors and permitted assigns, “ NRFC VIII ”)
      (the
      Existing Sellers and NRFC III, NRFC IV, NRFC V, NRFC VI,
      NRFC VII and NRFC VIII are collectively referred to herein as 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
      the existing guarantor (together with its successors and permitted assigns,
      the
“ Existing
      Guarantor ”)
      and **NORTHSTAR
      REALTY FINANCE L.P.** ,
      as a
      new guarantor (together with its successors and permitted assigns, the
“ Operating
      Partnership ”
and
      together with the Existing Guarantor, 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
      Existing Sellers, the Existing Guarantor 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 ”)
      and
      that certain Fifth Amendment to Master Repurchase Agreement, dated as of
      February 28, 2006 (“ Amendment
      No. 5 ”)
      (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
      and this Second Omnibus Amendment, the “ Repurchase
      Agreement ”);









**WHEREAS** ,
      the
      Existing Sellers and the Existing Guarantor desire to make certain modifications
      to the Repurchase Documents, including, without limitation, adding additional
      Sellers and an additional Guarantor;





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





**WHEREAS** ,
      the
      Pledgor, the Custodian, the Swap Counterparty and the Bank are parties to other
      Repurchase Documents and related agreements that may be affected, directly
      or
      indirectly, by this Second Omnibus Amendment 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 )  “ Advance
      Rate :
      With
      respect to a Mortgage Asset of a certain Class and, as applicable, the
      applicable Type of Underlying Mortgaged Property, the “Maximum Advance Rate” set
      forth in the applicable column on Schedule 1 to the
      Fee Letter or, with respect to Preferred Equity Interests and Construction
      Loans, the “Advance Rate” set forth in the related Confirmation.”





( 2 )  “ Aggregate
      Unpaids :
      At any
      time, an amount equal to the sum of the aggregate Purchase Price outstanding
      for
      all Transactions, the aggregate Price Differential outstanding, the aggregate
      Margin Deficits outstanding, Breakage Costs (if any), Increased Costs (if any),
      Taxes (if any), Additional Amounts (if any), Late Payment Fees (if any), any
      fee
      due under any fee letter or the Repurchase Documents (including, without
      limitation, the Fee Letter and the Custodial Fee Letter) and all other amounts
      owed by the Sellers or any other Person to the Buyer, any Affected Party or
      any
      other Person under or with respect to this Repurchase Agreement, the Repurchase
      Documents or any Transaction entered into pursuant thereto (whether due or
      accrued).”




2




( 3 )  “ Asset
      Value :
      As of
      any date of determination for each Eligible Asset or Purchased Asset, as
      applicable, with respect to a Mortgage Asset or Purchased Asset, as applicable,
      of a certain Class, the lesser of (a) (i) for each Mortgage Asset or
      Purchased Asset, as applicable, other than as provided in clause (a)(ii) of this
      definition, the product of the Book Value of such Mortgage Asset or Purchased
      Asset, as applicable, times the
      Advance Rate applicable thereto and (ii) subject to Section 26 of Annex I to this
      Agreement, for each Over-Advance Purchased Asset prior to an Event of Default,
      the Book Value of such Over-Advance Purchased Asset and (b) (i) for
      each Mortgage Asset or Purchased Asset, as applicable, other than as provided
      in clause (b)(ii) of this
      definition, the product of the Market Value of such Mortgage Asset or Purchased
      Asset, as applicable, times the
      Advance Rate applicable thereto and (ii) subject to Section 26 of Annex I to this
      Agreement, for each Over-Advance Purchased Asset prior to an Event of Default,
      the Market Value of such Over-Advance Purchased Asset, in all cases under clauses (a) and (b) of this
      definition taking into account the Maximum LTV percentages, applicable to such
      Mortgaged Asset or Purchased Asset, as applicable, set forth on Schedule 1 to the
      Fee Letter (or, in the case of Preferred Equity Interests and Construction
      Loans, to the extent applicable, as set forth in the related Confirmation); provided , however ,
      the
      Asset Value may be reduced in the Buyer’s discretion by an amount determined by
      the Buyer in its discretion (which amount may, in the Buyer’s discretion, be
      reduced to zero (0)), with respect to each Mortgage Asset or Purchased
      Asset, as applicable (A) in respect of which one (1) or more
      eligibility requirements set forth in Schedule 1 to this
      Repurchase Agreement is not satisfied in any respect (assuming each such
      criteria is determined as of the date the Asset Value is determined), in each
      case without regard to any Seller’s knowledge or lack of knowledge thereof and
      without regard to any Seller’s representations or warranties with respect to its
      knowledge or lack of knowledge thereof, and, in the Buyer’s determination in its
      discretion, the same impacts, impairs or affects the Market Value or Book Value
      of such Mortgage Asset or Purchased Asset, (B) in respect of which the
      complete Mortgage Asset File has not been delivered to the Custodian within
      the
      time period required by the Custodial Agreement, (C) which is a Table
      Funded Purchased Asset in respect of which the Mortgage Asset File has not
      been
      delivered to the Custodian within three (3) Business Days following the
      Purchase Date, or (D) which has been released from the possession of the
      Custodian under the Custodial Agreement to a Seller or an Affiliate for a period
      in excess of twenty (20) calendar days.”





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




3




( 5 )  “ CDO
      Closing Date :
      The
      Business Day occurring after the date of this Second Omnibus Amendment on which
      some or all of the Purchased Assets are repurchased by the Sellers and sold
      into
      the CDO Securitization Transaction.”





( 6 )  “ CDO
      Securitization Transaction :
      A CDO
      securitization transaction involving some or all of the Purchased Assets engaged
      in by NStar Real Estate CDO VIII.”





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





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





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




4




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





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





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




5




( 13 )  “ Fee
      Letter: The
      Amended and Restated Fee Letter, dated as of June 6, 2006, among the
      Sellers and the Buyer, as
      amended, modified, restated, replaced, waived, substituted, supplemented or
      extended from time to time. ”





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





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





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




6




( 17 )  “ 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
      $500,000,000, 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 be the sum of $200,000,000 and the highest
      Temporary Increase Amount, which sum shall not exceed $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.”





( 18 )  “ Maximum
      LTV :
      With
      respect to any Eligible Asset (other than any CMBS Security) at any time, the
      Loan-to-Value Ratio for the related Underlying Mortgaged Property set forth
      on Schedule 1 to the
      Fee Letter under the heading “End LTV” or “End LTC” (or, in the case of
      Preferred Equity Interests and Construction Loans to the extent applicable,
      as
      set forth in the related Confirmation under the same or similar headings; provided , however ,
      in no
      event shall the Maximum LTV for a Construction Loan exceed 85%) for the
      applicable Class of such Mortgage Asset and, as applicable, the applicable
      Type
      of Underlying Mortgaged Property; provided , however ,
      the
      Maximum LTV shall take into account any senior or *pari
      passu*  debt
      or
      other obligations ,
      including debt or other obligations secured
      directly or indirectly by the applicable Underlying Mortgaged
      Property.”





( 19 )  “ Minimum
      DSCR :
      With
      respect to any Mortgage Asset or Purchased Asset (other than any CMBS Security),
      as applicable, at any time, the DSCR for the related Underlying Mortgaged
      Property set forth on Schedule 1 to the
      Fee Letter under the heading “In-Place DSCR” (or, in the case of Preferred
      Equity Interests and Construction Loans to the extent applicable, as set forth
      in the related Confirmation under the same or similar headings; provided , however ,
      in no
      event shall the Maximum LTV for a Construction Loan exceed 85%) for the
      applicable Class of such Mortgage Asset and, as applicable, the applicable
      Type
      of Underlying Mortgaged Property; provided , however ,
      the
      Minimum DSCR shall take into account any senior or *pari
      passu*  debt
      or
      other obligations ,
      including debt or other obligations secured
      directly or indirectly by the applicable Underlying Property.”




7




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





( 21 )  “ Pricing
      Rate :
      With
      respect to each Transaction, at any date of determination, a rate per annum
      equal to the sum of (a) the applicable Rate on such date plus (b) the applicable Pricing Spread for such Eligible Asset on such date, as
      such Pricing Spreads are set forth in the Fee Letter (or, in the case of the
      Preferred Equity Interests and Construction Loans, as set forth in the related
      Confirmation).”





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





( 23 )  “ Repurchase
      Date :
      The
      earlier of (i) the Facility Maturity Date, (ii) the date that is 364
      days from the Purchase Date or (iii) the Business Day on which any Seller
      is to repurchase the Purchased Assets from the Buyer (a) as specified by
      any Seller and agreed to by the Buyer in the related Confirmation or (b) if
      a Transaction is terminable by any Seller on demand, the date determined in
      accordance with Paragraph 3(a)(ix) of
      this
      Repurchase Agreement, as such dates in clauses (i) , (ii) and (iii) above
      may be modified by application of the provisions of Paragraph 3 or 11 of this
      Repurchase Agreement.”





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




8




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





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





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





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





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





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





(e)  the
      aggregate Purchase Price for all outstanding Transactions involving Construction
      Loans shall not exceed 25% of the Maximum Amount;





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





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





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




9




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





(j)  the
      aggregate Over-Advance Purchase Price for all Over-Advance Purchased Assets
      shall not exceed $50,000,000.”





( 27 )  “ Temporary
      Increase Amount :
      An
      amount determined by the Buyer in its discretion, but in any event, not greater
      than $300,000,000.”





( 28 )  “ Temporary
      Increase Expiration Date :
      The
      earlier of (a) March 23, 2007 (or, if such day is not a Business Day,
      the next succeeding Business Day) and (b) the CDO Closing
      Date.”





( 29 )  “ Temporary
      Increase Indebtedness :
      The
      amount of the Purchase Price outstanding that exceeds
      $200,000,000.”





( 30 )  “ Temporary
      Increase Period :
      The
      period of time from the date of this Second Omnibus Amendment to and including
      the Temporary Increase Expiration Date.”





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





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





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




10




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





( b )  Terms
      defined in this Second Omnibus Amendment and any other amendment are
      incorporated into and made a part of the Repurchase Documents. In addition,
      the
      following new definitions are added to Section 1(a) of Annex I to the
      Repurchase Agreement as follows:





( 1 )  “ BofA
      Facility :
      That
      certain facility evidenced by the Master Loan, Guarantee and Security Agreement,
      dated as of September 28, 2005, among NorthStar Realty Finance L.P.,
      NorthStar Realty Finance Corp., NS Advisors LLC, the other entities listed
      as
      guarantors on the signature pages thereof and Bank of America, N.A. (as amended,
      modified, restated, replaced, waived, substituted, supplemented or extended
      from
      time to time).”




11




( 2 )  “ Borrowing
      Capacity :
      The
      ability to obtain draws or advances in the discretion of a Guarantor or any
      Affiliate or Subsidiary of a Guarantor in Dollars and within two (2)
      Business Days of the request therefor and to use or apply such draws or advances
      to repay amounts under the Repurchase Documents or other
      Indebtedness.”





( 3 )  “ Maximum
      Aggregate Over-Advance Purchase Price Amount :
      $50,000,000.”





( 4 )  “ Other
      Credit Facilities :
      Any
      warehouse, repurchase, loan or credit facility provided by a national banking
      association or any syndicate thereof (or any other financial institution
      approved by the Buyer in its reasonable discretion) to a Guarantor or any
      Affiliate or Subsidiary of a Guarantor, including, without limitation, the
      BofA
      Facility.”





( 5 )  “ Over-Advance
      Advance Rate :
      Defined
      in the Fee Letter.”





( 6 )  “ Over-Advance
      Draw Fee :
      Defined
      in the Fee Letter.”





( 7 )  “ Over-Advance
      Pricing Spread :
      Defined
      in the Fee Letter.”





( 8 )  “ Over-Advance
      Purchase Price :
      The
      amount of the Purchase Price paid by the Buyer for an Over-Advance Purchased
      Asset minus the
      Purchase Price that would have been paid for such Purchased Asset applying
      the
      Advance Rate otherwise applicable to such Purchased Asset without giving effect
      to this Second Omnibus Amendment.”





( 9 )  “ Over-Advance
      Purchased Asset :
      Defined
      in Section 26 of Annex
      I to the
      Repurchase Agreement.”





( 10 )  “ Over-Advance
      Repayment Date :
      Defined
      in the Fee Letter.”





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





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





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




12




( 14 )  “ Preferred
      Equity Interest Documents :
      The
      related Governing Documents of the Preferred Equity Grantor together with any
      certificate, instrument or other tangible evidence of the Capital Stock in
      the
      Preferred Equity Grantor.”





( 15 )  “ Preferred
      Equity Pledge and Security Agreement :
      The
      Amended and Restated Preferred Equity Interest Pledge and Security Agreement,
      dated as of even date with this Second Omnibus Amendment, between the Sellers
      and Buyer relating to the Preferred Equity Interests, as such agreement is
      amended, modified, waived, supplemented, extended, restated or replaced from
      time to time.”





( 16 )  “ Temporary
      Ramp-Up Asset :
      Defined
      in Section 24 of Annex I to the
      Repurchase Agreement.”





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





( c )  The
      third
      to the last sentence of Paragraph 6(a)(ii) of Annex I to the
      Repurchase Agreement is amended and restated as follows:





“For
      the
      avoidance of doubt and not by way of limitation of the foregoing, (A) each
      Purchased Item, including all Income related thereto, secures the obligations
      of
      each Seller with respect to all other Transactions and the obligations with
      respect to all other Purchased Items, including those Purchased Assets that
      are
      junior in priority to the Purchased Item in question, (B) an Event of
      Default by any Seller is a default by all Sellers and the Buyer may pursue
      its
      remedies in connection therewith against any of the Purchased Items and/or
      against the assets and Properties of any or all Sellers, and (C) if an
      Event of Default has occurred and is continuing, no Purchased Item will be
      released from the Buyer’s Lien or transferred to the Sellers until the
      Obligations are indefeasibly paid in full . ”




13




( d )  Paragraph 10(a) of Annex I to the
      Repurchase Agreement is amended and restated as follows:





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





( e )  Paragraph 10(b) of Annex I to the
      Repurchase Agreement is amended and restated as follows:





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





( f )  Paragraph 10(ss) of Annex I to the
      Repurchase Agreement is amended and restated as follows:





“(ss)  REIT
      Status .
      Subject
      to Section 5(mm) of Annex I to the
      Repurchase Agreement, NorthStar qualifies as a REIT.”





( g )  The
      first
      paragraph of Paragraph 11 of Annex I to the
      Repurchase Agreement is amended as follows:





“(i)  the
“or”
      is deleted at the end of clause (xvii) ;
      and





(ii)  at
      the
      end of clause (xviii) ,
      before
“(each an “ Event
      of Default ”)”,
      the
      following provision shall be inserted: “or (xix) any of the Sellers and/or
      any of the Guarantors fails to comply with or violates in any respect Section 24 and/or Section 26 of Annex I to the
      Repurchase Agreement and the same continues unremedied for a period of
      (a) two (2) Business Days, with respect to any monetary obligation,
      and (b) in all other cases, five (5) Business Days, after notice from
      the Buyer.””




14




( h )  Clause (D) of Section 3(b)(vi) of Annex I to the
      Repurchase Agreement is amended by substituting “NorthStar” for “Guarantor” each
      time the term Guarantor appears therein.





( i )  The
      following new Section 3(b)(xxii) is added
      to the end of Section 3 of Annex I to the
      Repurchase Agreement as follows (and, in connection therewith, Section 3(b)(xx) of Annex I to the
      Repurchase Agreement is amended by deleting the “and” at the end thereof and Section 3(b)(xxi)  Annex
      I to the
      Repurchase Agreement is amended by substituting a “; and” for the “.” at the end
      thereof):





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





( j )  The
      second to the last line of Section 5(i)(i) of Annex I to the
      Repurchase Agreement is amended by substituting “NorthStar” for
“Guarantor”.





( k )  Section 5(s) of Annex I to the
      Repurchase Agreement is amended and restated as follows:





“(i)  Maintenance
      of Liquidity .
      NorthStar shall not permit, for any calendar quarter, its Liquidity for such
      Test Period to be less than $12,000,000, $5,000,000 of which shall consist
      of
      cash or Cash Equivalents.





(ii)  Maintenance
      of Tangible Net Worth .
      NorthStar shall not permit, for any Test Period, its Tangible Net Worth
      (including NorthStar’s minority interest in the Operating Partnership) at any
      time to be less than the sum of (A) $225,000,000 plus (B) an amount equal to 75% of the aggregate net proceeds after costs and
      expenses received by any Guarantor or any Subsidiaries of any Guarantor in
      connection with the offering or issuance of any Capital Stock of any Guarantor
      or Subsidiaries of any Guarantor after the Closing Date.





(iii)  Maintenance
      of Debt to Book Equity .
      NorthStar shall not permit, for any Test Period, the ratio of its recourse
      Indebtedness to Tangible Net Worth at any time to be greater than .80 to
      1.0.




15




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





( l )  Section 5(mm) of Annex I to the
      Repurchase Agreement is amended and restated as follows:





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





( m )  The
      following new Section 5(pp) is added
      to the end of Section 5 of Annex I to the
      Repurchase Agreement as follows:





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





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




16




“ Section 24  Temporary
      Increase Period .





During
      the Temporary Increase Period, provided there exists no Event of Default and
      the
      Buyer has agreed to a Temporarily Increase Amount of the Maximum Amount in
      accordance with the definition thereof, (a) with respect to Mortgage Assets
      that are eligible for the CDO Securitization Transaction, as determined by
      the
      Buyer in its discretion, and that the Buyer has agreed to purchase (other than
      Over-Advance Purchased Assets), the Sellers may elect, on or before the related
      Purchase Date by written notice to the Buyer, the Temporary Ramp-Up Pricing
      Terms in lieu of the applicable Advance Rate and Pricing Spread contained in
      the
      Fee Letter (or the Confirmations in the case of Preferred Equity Interests
      and
      Construction Loans) that are otherwise applicable to such Mortgage Assets (each
      such Purchased Asset, a “ Temporary
      Ramp-Up Asset ”),
      (b) the Unused Fee shall accrue in the manner described in the Fee Letter,
      (c) an upsize fee shall be payable by the Sellers to the Buyer on the
      Temporary Increase Amount only in accordance with clause (iii) of the
      penultimate sentence of this Section 24 and
      (d) the Buyer may, in its discretion, on a monthly basis adjust the Advance
      Rates under the Temporary Ramp-Up Pricing Terms for one (1) or more
      Temporary Ramp-Up Assets, and, if any Advance Rate under the Temporary
      Ramp-Pricing Terms is adjusted downward, the Sellers shall, no later than
      two (2) Business Days from the date of the adjustment, make principal
      payments to the Buyer as necessary so that the Purchase Price outstanding for
      each applicable Temporary Ramp-Up Asset is equal to or less than the Purchase
      Price based on the adjusted Advance Rate, and, in connection with such principal
      payments, pay any Price Differential due thereon and any Breakage Costs payable
      in connection therewith; provided , however ,
      if
      there exists no Event of Default and the principal amount due in connection
      with
      such adjustment is equal to or less than $5,000,000, the Sellers may repay
      such
      adjustment amounts pursuant to clause *eighth* of Paragraph 5 of Annex I to the
      Repurchase Agreement, as and when funds are available therefor under such clause *eighth* of Paragraph 5 of Annex I to the
      Repurchase Agreement. Subject to the terms herein, in the event the Sellers
      elect the Temporary Ramp-Up Pricing Terms for any Purchased Asset as provided
      above and any such Temporary Ramp-Up Assets are not repurchased by the Sellers
      and sold into the CDO Securitization Transaction on or before the Temporary
      Increase Expiration Date, (i) the Temporary Ramp-Up Pricing Terms shall
      cease to be effective with respect to all Purchased Assets from and after the
      Temporary Increase Expiration Date and, thereafter, the Advance Rate and Pricing
      Spread for each such Purchased Asset shall be the applicable Pricing Spread
      and
      Advance Rate set forth in the Fee Letter (or the Confirmations in the case
      of
      Preferred Equity Interests and Construction Loans), (ii) the Sellers shall,
      on or before the Temporary Increase Expiration Date, make principal payments
      to
      the Buyer as necessary so that the Purchase Price outstanding for each such
      Temporary Ramp-Up Asset is equal to or less than the Purchase Price based on
      the
      applicable Advance Rate set forth in the Fee Letter (or the Confirmations in
      the
      case of Preferred Equity Interests and Construction Loans), and, in connection
      with such principal payments, pay any Price Differential due thereon and any
      Breakage Costs payable in connection therewith, (iii) the Seller shall pay
      to the Buyer on the Temporary Increase Expiration Date an upsize fee as provided
      in the Fee Letter, (iv) the Maximum Amount shall thereafter be the sum of
      $200,000,000 and the highest Temporary Increase Amount, which sum shall not
      be
      in excess of $500,000,000, in all cases subject to the definition of Maximum
      Amount, (v) the Unused Fee shall commence accruing based on the full amount
      of the Maximum Amount specified in the preceding clause (iv) ,
      subject
      to the terms of the Fee Letter, (vi) the limit on the Guaranteed
      Indebtedness set forth in Section 1 of the
      Guaranty shall be increased automatically to 10% of the new Maximum Amount
      determined in accordance with clause (iv) above
      and (vii) the Buyer may, in its discretion, adjust any or all Advance Rates
      set forth in Schedule 1 to the
      Fee Letter (or the Confirmations in the case of Preferred Equity Interests
      and
      Construction Loans) with respect to the existing Purchased Assets to such
      Advance Rates which, when considered on a portfolio basis, would result in
      an
      investment grade rating in a rated CDO securitization for such Purchased Assets,
      and, if such adjustment is made, the Sellers shall make principal payments
      to
      the Buyer as necessary so that the Purchase Price outstanding for all Purchased
      Assets is equal to or less than the Purchase Price for all Purchased Assets
      based on the adjusted Advance Rates, which principal payments shall be applied
      to the outstanding Purchase Price of one (1) or more Purchased Assets, as
      determined by the Buyer in its discretion, and, in connection with such
      principal payments, pay any Price Differential due thereon and any Breakage
      Costs payable in connection therewith; provided , however ,
      if
      there exists no Event of Default and the principal amount due in connection
      with
      such adjustment is equal to or less than $5,000,000, the Sellers may repay
      such
      adjustment amounts pursuant to clause *eighth* of Paragraph 5 of Annex I to the
      Repurchase Agreement, as and when funds are available therefor under such clause *eighth* of Paragraph 5 of Annex I to the
      Repurchase Agreement. Notwithstanding the Buyer’s agreement to this Second
      Omnibus Amendment, including, without limitation, the preceding sentence, the
      Buyer, has, retains and does not waive any of its rights and/or benefits under
      the Repurchase Documents, including without limitation, the ability to determine
      at any time the Asset Value of one or more Purchased Assets.”




17




( o )  The
      following new Section 26 is added
      to Annex I to the
      Repurchase Agreement as follows:





“ Over-Advances .





(a)  During
      the Commitment Period and provided no Event of Default is then existing, the
      Buyer may, in its discretion, purchase certain Mortgage Assets from the Sellers
      using the Over-Advance Advance Rate (each an “ Over-Advance
      Purchased Asset ”),
      subject in each case to the satisfaction of the following requirements
      (i) the Purchase Price for each Over-Advance Purchased Asset shall not
      exceed a last dollar LTV of 85%, in each case as determined by the Buyer in
      its
      discretion, (ii) each such Over-Advance Purchased Asset shall be an
      Eligible Asset, (iii) as a part of the Price Differential payment otherwise
      due on each Payment Date with respect to each such Over-Advance Purchased Asset,
      the Pricing Spread on the Over-Advance Purchase Price shall be the Over-Advance
      Pricing Spread, (iv) on the Purchase Date for, and as a condition to the
      advance of any such Over-Advance Purchase Price, the Sellers shall pay to the
      Buyer a one-time draw fee for each Over-Advance Purchased Asset in the amount
      of
      the product of the Over-Advance Draw Fee and the amount of the related
      Over-Advance Purchase Price, such fee not being applicable to any re-draw
      following repayment in connection with such Over-Advance Purchased Asset,
      (v) the aggregate Over-Advance Purchase Price shall not exceed the Maximum
      Aggregate Over-Advance Purchase Price Amount, (vi) the Sellers shall repay
      the Over-Advance Purchase Price for each such Over-Advance Purchased Asset
      on or
      before the earlier of (A) the Over-Advance Repayment Date and (B) the
      Repurchase Date, (vii) the Sellers shall not be permitted to obtain any
      Over-Advance Purchase Price at any time when the aggregate Purchase Price
      outstanding exceeds 85% of the Asset Value of all Purchased Assets,
      (viii) at no time shall the aggregate Purchase Price outstanding exceed 85%
      of the Asset Value of all Purchased Assets, and, if the aggregate Purchase
      Price
      outstanding does exceed 85% of the Asset Value at any time (the “ Excess
      Purchase Price ”),
      the
      Sellers shall immediately make principal payments to the Buyer in an amount
      necessary to eliminate the Excess Purchase Price, which principal payments
      shall
      be applied to the outstanding Purchase Price of one (1) or more Purchased
      Assets, as determined by the Buyer in its discretion, and, in connection with
      the payment of such principal payments, the Sellers shall pay any Price
      Differential due thereon and any Breakage Costs payable in connection therewith; provided , however ,
      if the
      Excess Purchase Price is equal to or less than $5,000,000, the Sellers may
      repay
      such Excess Purchase Price pursuant to clause *eighth* of Paragraph 5 of Annex I to the
      Repurchase Agreement, as and when funds are available therefor under clause *eighth* of Paragraph 5 of Annex I to the
      Repurchase Agreement, (ix) no Over-Advance Purchase Price shall be
      permitted for Construction Loans or Mortgage Assets that are collateralized
      by
      unimproved land, condominium projects or highly transitional properties,
      (x) the Sellers, the Guarantors and the Pledgor are otherwise in compliance
      with all of the terms, conditions, covenants, obligations, representations,
      warranties and requirements contained in the Repurchase Documents, including,
      without limitation, the Financial Covenants and (xi) in addition to the
      Liquidity required under the Financial Covenants, NorthStar shall also maintain
      Liquidity in an amount equal to 50% of the amount of Over-Advance Purchase
      Price
      outstanding at any given time. During the Commitment Period, provided there
      is
      no event of Default existing, amounts repaid under this Section 26 may be
      readvanced subject to and in accordance with the terms of this Section 26 and the
      other provisions of the Repurchase Documents.”




18




( p )  Schedule 1 to Annex I to the
      Repurchase Agreement is amended by adding thereto Schedule 1 , Part VII ,
      which
      is attached hereto as Exhibit A and is
      incorporated herein by reference.





( q )  The
      Exhibits, Schedules and Annexes to the Repurchase Agreement are deemed amended,
      as necessary, to include Preferred Equity Interests.





**Section** **2** **.**  **Amendments
      to Custodial Agreement** **.**





( a )  The
      term
“Basic Mortgage Asset Documents” contained in Section 1.1 and Annex 13 of the
      Custodial Agreement is amended and restated as follows:





“ Basic
      Mortgage Asset Documents :
      Means
      the following original (except as otherwise permitted in Section 3.1 below),
      fully executed and completed documents (in each case together with an original
      Assignment, an original assignment or allonge, as applicable, of each Basic
      Mortgage Asset Document, executed in blank (or, where permitted by Subsection 3.1(j) ,
      an
      original omnibus assignment executed in blank) and, as applicable, an original
      assignment, assignment and assumption agreement or any similar document required
      by the terms of the applicable Mortgage Loan Documents to effectuate an
      assignment of such Mortgage Asset, executed by the Seller in blank),
      (i) with respect to any Whole Loan, CTL Loan or Subordinate CTL Loan that
      is a Whole Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage,
      the Assignment of Leases, the Security Agreement, and, as applicable, the Pledge
      Agreement, the stock, certificates or other instruments representing Pledged
      Stock and any related stock, certificate or other similar power, (ii) with
      respect to any Mezzanine Loan or Subordinate CTL Loan that is a Mezzanine Loan,
      the Mezzanine Note, the Pledge Agreement, the stock, certificate or other
      instruments representing Pledged Stock, any stock, certificate or other similar
      power, and, as applicable, any Mortgage, Assignment of Mortgage, Assignment
      of
      Leases and Security Agreement, (iii) with respect to any Junior Interest or
      Subordinate CTL Loan that is a Junior Interest, the Junior Interest Note and
      the
      Participation Agreement, (iv) with respect to a Bridge Loan, the Basic
      Mortgage Asset Documents for a Whole Loan, (v) with respect to a CMBS
      Security, the CMBS Security Certificate (if any), (vi) with respect to
      Senior Secured Bank Debt, the Senior Secured Bank Debt Note(s), the Mortgage
      (if
      any), the Assignment of Mortgage (if any), the Assignment of Leases (if any),
      the Security Agreement (if any), the Pledge Agreement (if any), the stock,
      certificates or other instruments representing Pledged Stock (if any), any
      related stock, certificate or other similar power and any other certificated
      collateral and (vii) with respect to any Preferred Equity Interest, the
      Preferred Equity Interest Documents.”





19




( b )  Section 3.1(a) of the
      Custodial Agreement is amended by deleting “and” at the end of clause (xxv) ,
      deleting the period at the end of clause (xxvi) and
      substituting “; and”, and adding the following new clause (xxvii) .





“(xxvii)  all
      construction related documents related to such Whole Loan to the extent the
      Whole Loan is a Construction Loan.”





( c )  Section 3.1(b)(iii) of the
      Custodial Agreement is amended and restated as follows:





“(iii)  (A) if
      the Seller is the holder of any original document referred to in Subsections 3.1(a) , 3.1(c) or 3.1(g) ,
      as
      applicable (other than clauses (xxiv) , (xxv) and (xxvi) in the
      case of Subsection 3.1(a) and
      other than the last three (3) clauses of Subsections  3.1(c) or 3.1(g) ),
      the
      Seller shall deliver the same to the Custodian as part of the Mortgage Asset
      File, together with (1) the originals of all intervening assignments
      thereof, showing a complete chain of assignment from the Originator to the
      Seller, and (2) an original assignment of the related document, agreement
      or instrument, executed by the Seller in blank or (B) if the Seller is not
      the
      holder of any such original document referred to in Subsections 3.1(a) , 3.1(c) or 3.1(g) ,
      as
      applicable (other than clauses (xxiv) , (xxv) and (xxvi) in the
      case of Subsection 3.1(a) and
      other than the last three (3) clauses of Subsections 3.1(c) or 3.1(g) ),
      the
      Seller shall deliver an original of such document (if it has possession of
      or
      has an ability to obtain possession of an original, or, if not, a copy of such
      documents) to the Custodian as part of the Mortgage Asset File (together with
      originals or copies, as applicable, of all intervening assignments thereof,
      showing a complete chain of assignment from the Originator to the Senior
      Interest Holder or other holder); provided , however ,
      an
      assignment of such documents, instruments and agreement referred in this clause (iii)(B) from the
      Seller in blank shall not be required.”





20




( d )  Section 3.1(e) of the
      Custodial Agreement is amended by changing clause (viii) to (ix) and
      inserting the following new clause (viii) :





“(viii)  with
      respect to CMBS Securities that are uncertificated securities, an original
      executed agreement granting control of such CMBS Security to the Buyer and
      providing that, after a Default or Event of Default, the issuer shall comply
      with the instructions of the Buyer without the consent of any Seller of any
      other Person.”





( e )  Section 3.1(h) of the
      Custodial Agreement is amended by deleting “ Subsection (a) , (b) , (c) , (d) , (e) , (f) and (g) ”
in
      the
      last sentence and substituting in its place “ Subsection 3.1(a) , (b) , (c) , (d) , (e) , (f) , (g) and (k) ”.





( f )  The
      following new Section 3.1(k) is added
      to the Custodial Agreement:





With
      respect to each Preferred Equity Interest:





“(i)  the
      original Preferred Equity Interest Documents (other than the Governing
      Documents) (if any), which Preferred Equity Interest Documents shall (A) be
      endorsed (either on the face thereof or pursuant to a separate allonge) by
      the
      most recent endorsee prior to the applicable Seller, without recourse, to the
      order of the applicable Seller and further reflect a complete, unbroken chain
      of
      endorsement from the Originator to the applicable Seller and (B) be
      accompanied by a separate allonge pursuant to which the applicable Seller has
      endorsed such Preferred Equity Interest Documents, without recourse, in
      blank;





(ii)  certified
      copies of the Governing Documents of the Preferred Equity Grantor;





(iii)  with
      regard to the Preferred Equity Grantor, an original secretary’s certificate,
      certificate of incumbency and resolution authorizing, among other things, the
      issuance of the Preferred Equity Interest only if the Preferred Equity Documents
      do not so provide;





(iv)  the
      original Assignment required by the Repurchase Agreement;




21




(v)  original
      good standing certificates for the Preferred Equity Grantor (and any entity
      signing for each entity) in the jurisdiction of its formation;





(vi)  to
      the
      extent applicable, the original related Interest Rate Protection Agreement
      and
      the original assignments thereof to the Buyer;





(vii)  if
      applicable, an original power of attorney;





(viii)  originals
      of each agreement, letter of credit, cash management agreement, environmental
      indemnity, guaranty or other indemnity agreement relating to the subject
      Preferred Equity Interest, together with (A) originals of any intervening
      assignments of each such document that precede the assignment thereof referred
      to in clause (k)(viii)(B) ,
      (B) if the applicable Seller is not the Originator, an original assignment
      of each such document, in favor of the applicable Seller, executed by the
      Originator (or, if such document was previously assigned, by the most recent
      assignee), and (C) an original assignment of each such document, in blank,
      executed by the applicable Seller;





(ix)  if
      applicable, an undated original stock, membership or similar power covering
      each
      Preferred Equity Interest, duly executed in blank with, if the Buyer so
      requests, signature guaranteed;





(x)  any
      applicable Servicing Agreement or Pooling and Servicing Agreement;





(xi)  the
      original assignment document(s) (if any) required under the terms of the
      Mortgage Loan Documents to effectuate an assignment thereunder of the Mortgage
      Asset by the applicable Seller, executed by the applicable Seller in blank,
      together with (A) originals of any intervening assignments that precede the
      assignment referred to in clause (k)(xi)(B) ,
      and
      (B) if the applicable Seller is not the Originator, original assignment
      documents, in favor of the applicable Seller, executed by the Originator (or,
      if
      such document was previously assigned by the most recent assignee);





(xii)  if
      applicable, a copy of the UCC financing statement(s) filed with respect to
      the
      Preferred Equity Interests and naming the Originator as secured party, together
      with copies of any intervening UCC financing statements or UCC financing
      statement amendments, as applicable, disclosing assignments prior to the
      assignment to the applicable Seller, in each case with evidence of filing in
      the
      applicable jurisdiction indicated thereon;





(xiii)  if
      applicable, if the applicable Seller is not the Originator, a copy of a UCC
      financing statement or UCC financing statement amendment, as applicable, in
      favor of the applicable Seller, with evidence of filing in the applicable
      jurisdiction indicated thereon, disclosing the assignment of each UCC financing
      statements referred to in clause (k)(xii) above,
      executed by the Originator (or, if such UCC financing statement(s) was/were
      previously assigned, by the most recent assignee);




22




(xiv)  if
      applicable, a copy of a UCC financing statement or UCC financing statement
      amendment, as applicable, in blank, in form suitable for filing, disclosing
      the
      assignment of each UCC financing statement referred to in clause (k)(xii) above,
      executed by the applicable Seller (if applicable);





(xv)  with
      respect to each Preferred Equity Interest that is an uncertificated security,
      an
      original executed agreement granting control of such Preferred Equity Interest
      to the Buyer and providing that the Preferred Equity Interest Grantor, after
      a
      Default or Event of Default, shall comply with the instructions of the Buyer
      with respect to the Preferred Equity Interest without the consent of any Seller
      or any other Person;





(xvi)  either
      a
      Seller’s Release Letter or a Warehouse Lender’s Release Letter;





(xvii)  any
      additional documents identified on any Mortgage Asset File Checklist delivered
      to the Custodian; and





(xviii)  any
      additional documents required to be added to the Mortgage Asset File by the
      Buyer pursuant to Section 3.2(a) of this
      Agreement or otherwise required to be delivered pursuant to this Agreement,
      the
      Repurchase Agreement or the related Servicing Agreement.”




( g )  Sections 3.1(j)(iv) , 5.1 (last
      sentence), 5.2 (last
      sentence), 7.3 (first
      and fourth sentences), 11.2(b)(iii)(A) and (B) and Annex 4 ( Paragraphs 2 , 7 and 11 )
      of the
      Custodial Agreement are amended by adding “the Preferred Equity Interest
      Documents,” after the term “Mezzanine Note” or “Mezzanine Notes”, as applicable,
      each time such terms appear therein.





( h )  Section 3.2(a) of the
      Custodial Agreement is amended by adding the following to the end
      thereof:





“With
      respect to each Preferred Equity Interest, the Custodian shall, no later than
      one (1) Business Day before the requested Purchase Date, review the
      Mortgage Asset File delivered by the Seller and provide by Electronic
      Transmission a written summary report to the Buyer describing the documents
      contained in the Mortgage Asset File and any exceptions to the delivery
      requirements set forth in Section 3.1(k) .
      Based
      on the summary report provided by the Custodian to the Buyer, the Buyer will
      provide the Custodian and the Seller with written notice as to whether the
      list
      of Mortgage Loan Documents received by the Custodian is acceptable to the Buyer
      in its discretion or whether the Buyer will require in its discretion, as a
      condition to the purchase of the Preferred Equity Interest, that the Seller
      deliver additional documents to the Custodian to be included as a part of
      Mortgage Asset File for the Preferred Equity Interest. Regardless of the
      proposed Purchase Date for a Preferred Equity Interest, and subject to the
      satisfaction of all other conditions contained the Repurchase Documents, the
      Buyer will not purchase any Preferred Equity Interest until it has the
      opportunity to review and consider the summary report from the Custodian and,
      as
      applicable, the Seller provides to the Custodian with any additional documents
      requested by the Buyer; provided , however ,
      the
      Buyer may waive or modify in writing all or any part of this requirement as
      the
      Buyer determines in its discretion.”




23




( i )  Annex 9 of the
      Custodial Agreement is amended by adding “Preferred Equity Interest Documents/”
after the term “Mezzanine Note” or “Mezzanine Notes”, as applicable, each time
      such term appears therein in Paragraphs 2 , 3 , 4 , 5 and 9 .





( j )  Annex 12 of the
      Custodial Agreement is amended by adding the following paragraphs to the end
      of Annex 12 :


“131.
              
              Preferred
                  Equity Interest Document (other than Governing Documents) (if
                  any)132.
              
              Allonge/endorsement
                  to Preferred Equity Interest Document (other than Governing Documents)
                  (if
                  any)Endorsed
                  to: ________________List
                  complete chain: ______________133.
              
              Governing
                  Documents for Preferred Equity Grantor (and any entity signing
                  for such
                  entity)134.
              
              Good
                  Standing Certificate (and any entity signing for such
                  entity)135.
              
              Secretary’s
                  Certificate/certificate of incumbency/resolutions of Preferred
                  Equity
                  Interest Grantor (and any entity signing for such
                  entity)136.
              
              Other
                  agreements executed in connection with a Preferred Equity
                  Interest137.
              
              Interim
                  assignment of other Preferred Equity Interest
                  agreementsAssignee
                  (if any): _________________138.
              
              Assignment
                  of other Preferred Equity Interest agreementsAssignee:
                  Seller139.
              
              Assignment
                  of other Preferred Equity Interest agreementsAssignee:
                  blank140.
              
              Original
                  assignment document(s) required under the terms of the Mortgage
                  Loan
                  Documents to effectuate an assignment thereunder of the Mortgage
                  Asset by
                  the applicable Seller, executed in blank by the applicable
                  Seller141.
              
              Interim
                  assignmentAssignee
                  (if any): ______________________142.
              
              Assignment
                  to applicable Seller143.
              
              UCC
                  Financing Statement (Preferred Equity Interest) -Filing
                  jurisdiction = _____________________144.
              
              UCC
                  assignment/UCC Financing Statementamendment
                  (Preferred Equity Interest)Filing
                  jurisdiction = _____________________Assignee
                  = ___________________________
  24
  145.
              
              UCC
                  assignment/UCC Financing Statementamendment
                  (Preferred Equity Interest)Filing
                  jurisdiction = _______________________Assignee
                  =
                  blank146.
              
              With
                  respect to any CMBS Security or Preferred Equity Interest that
                  is an
                  uncertificated security, an executed control agreement147.
              
              All
                  construction related documents for any Construction
                  Loan148.
              
              Interim
                  assignment of construction documentsAssignee
                  (if any): ___________________149.
              
              Assignment
                  of construction documentsAssignee
                  =
                  Seller150.
              
              Assignment
                  of construction documentsAssignee
                  =
                  blank”




( k )  Annex 13 of the
      Custodial Agreement is hereby deleted in its entirety and is replaced with
      the Annex 13 which is
      attached hereto as Exhibit D and is
      incorporated herein by reference.





**Section** **3** **.**  **Amendments
      to Guaranty** **.**





( a )  Section 1 of the
      Guaranty is amended and restated as follows:





“1.  Limited
      Guaranty of Payment and Performance . Each
      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 Buyer subject
      to the terms of this Section 1 (i) the payment, when due, by acceleration or otherwise, of the Guaranteed
      Indebtedness , and
      (ii) the
      full
      and timely performance of, and compliance with, each and every duty, agreement,
      undertaking, indemnity and obligation of the Sellers under the Repurchase
      Documents strictly in accordance with the terms thereof (collectively, the
      “ Guarantee
      Obligations ”),
      in
      each case, however created, arising or evidenced, whether direct or indirect,
      primary or secondary, absolute or contingent, joint or several and whether
      now
      or hereafter existing or due or to become due .
      For the
      purposes hereof, the term “ Guaranteed
      Indebtedness ”
means
      any and all Indebtedness of the Sellers or the Pledgor to the Buyer
      and
      any other Affected Party in
      connection with the Repurchase Documents, including, but not limited to, the aggregate
      Repurchase Price outstanding, the aggregate Price Differential outstanding
      and
      all other Aggregate Unpaids and Obligations outstanding, howsoever evidenced,
      whether existing now or arising hereafter, as such Guaranteed Indebtedness
      may
      be amended, modified, extended, renewed or replaced from time to time; provided , however ,
      that,
      notwithstanding anything to the contrary contained herein, the Guarantors shall
      not be liable for any Guaranteed Indebtedness in excess of ten percent
      (10%) of the then Maximum Amount (not including any temporary increases in
      the
      Maximum Amount during the Temporary Increase Period), which Maximum Amount
      the
      Guarantors acknowledge and agree may be adjusted from time to time under the
      terms of the Repurchase Agreement, which adjustments would result in automatic
      adjustments to the Guarantors’ liability under this Guaranty. Notwithstanding
      any provision to the contrary contained herein or in any of the other Repurchase
      Documents, the
      obligations of the Guarantors 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 Applicable Law of any state.”




25




( b )  Section 9(a)(i) of the
      Guaranty is amended and restated as follows:





“(i)  It
      is
      duly organized, validly existing and in good standing as a corporation or
      limited partnership, as applicable, under the laws of the state of its formation
      and is duly qualified to do business and is in good standing in all
      jurisdictions in which the character of its property, 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 .”





( c )  Section 29 of the
      Guaranty is amended and restated as follows:





“29.  **Joint
      and Several Obligations** **.**





(a)  At
      all
      times during which there is more than one (1) Guarantor under the Guaranty ,
      the
      liability of each Guarantor shall be joint and several and the joint and several
      obligations of each Guarantor under the Repurchase Documents
      (a) (i) shall be absolute and unconditional and shall remain in full
      force and effect (or be reinstated) until all the Obligations shall have been
      paid in full and the expiration of any applicable preference or similar period
      pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar
      law, or at law or in equity, without any claim having been made before the
      expiration of such period asserting an interest in all or any part of any
      payment(s) received by the Buyer, and (ii) until such payment has been
      made, shall not be discharged, affected, modified or impaired on the happening
      from time to time of any event, including, without limitation, any of the
      following, whether or not with notice to or the consent of any Seller, any
      Guarantor or the Pledgor, (A) the waiver, compromise, settlement, release,
      termination or amendment (including, without limitation, any extension or
      postponement of the time for payment or performance or renewal or refinancing)
      of any or all of the obligations or agreements of any Seller, any Guarantor
      or
      the Pledgor under the Repurchase Agreement or any Repurchase Document,
      (B) the failure to give notice to any Seller, any Guarantor or the Pledgor
      of the occurrence of an Event of Default under any of the Repurchase Documents,
      (C) the release, substitution or exchange by the Buyer of any or all of the
      Purchased Items or the Equity Interests (in each case, whether with or without
      consideration) or the acceptance by the Buyer of any additional collateral
      or
      the availability or claimed availability of any other collateral or source
      of
      repayment or any nonperfection or other impairment of collateral, (D) the
      release of any Person primarily or secondarily liable for all or any part of
      the
      Obligations, whether by the Buyer 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 Sellers, any Guarantors, the Pledgor or any other Person who, or
      any
      of whose Property, shall at the time in question be obligated in respect of
      the
      Obligations or any part thereof, or (E) to the extent permitted by
      Applicable Law, any other event, occurrence, action or circumstance that would,
      in the absence of this Section 29 ,
      result
      in the release or discharge of any or all Guarantors from the performance or
      observance of any obligation, covenant or agreement contained in the Repurchase
      Documents; (b) each Guarantor expressly agrees that the Buyer shall not be
      required first to initiate any suit or to exhaust its remedies against any
      Seller, any Guarantor, the Pledgor or any other Person to become liable, or
      against any of the Purchased Items or the Equity Interests, in order to enforce
      this Guaranty or the other Repurchase Documents and each Guarantor expressly
      agrees that, notwithstanding the occurrence of any of the foregoing, each
      Guarantor shall be and remain directly and primarily liable for all sums due
      under the Repurchase Agreement or any of the Repurchase Documents, as and to
      the
      extent limited by this Guaranty ;
      and,
      (c) on disposition by the Buyer of any Property encumbered by any Purchased
      Items or the Equity Interests, each Guarantor shall be and shall remain jointly
      and severally liable for any deficiency, as and to the extent limited by this Guaranty .




26




(b)  Each Guarantor hereby
      agrees that, to the extent another Guarantor shall
      have paid more than its proportionate share of any payment made hereunder,
      the 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 Section 29(b) shall in
      no respect limit the obligations and liabilities of any Guarantor to
      the
      Buyer, and, notwithstanding any payment or payments made by any Guarantor (the
      “ paying
      Guarantor ”)
      hereunder or any set-off or application of funds of the paying Guarantor by
      the
      Buyer, the paying Guarantor shall
      not
      be entitled to be subrogated to any of the rights of the Buyer against any
      other Guarantor or
      any
      collateral security or guarantee or right of offset held by the Buyer, 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 Buyer by the Guarantors under
      the
      Repurchase 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 Buyer, segregated from other funds of the paying Guarantor ,
      and
      shall, forthwith upon receipt by the paying Guarantor ,
      be
      turned over to the Buyer in the exact form received by the paying Guarantor (duly
      indorsed by the paying Guarantor to
      the
      Buyer, if required), to be applied against amounts owing to the Buyer by the Guarantors under
      the
      Repurchase Documents, whether matured or unmatured, in such order as the Buyer
      may determine in its discretion.”




27




**Section** **4** **.**  **Amendments
      to Fee Letter** **.**





In
      connection with the closing of this Second Omnibus Amendment, the Sellers shall
      execute the Fee Letter.





**Section** **5** **.**  **[** **Reserved** **].**





**Section** **6** **.**  **Miscellaneous
      Amendments** **.**





( a )  In
      connection with the closing of this Second Omnibus Amendment, the Sellers shall
      execute the Amended and Restated Preferred Equity Pledge and Security Agreement
      which is attached hereto as Exhibit C and is
      incorporated herein by reference.





( b )  Amendments
      to the existing UCC financing statement filed against the Existing Sellers
      and
      the Pledgor shall also be filed in connection with the closing of this Second
      Omnibus Amendment to incorporate the changes reflected herein.





( c )  The
      term
“Seller,” as used in each of the Repurchase Documents, is hereby amended, in
      each case mutatis  mutandis ,
      to
      refer to “Sellers” and the term Sellers to refer to (individually and
      collectively as the context may require) NRFC WA Holdings, LLC, a Delaware
      limited liability company (together with its successors and permitted assigns),
      NRFC WA Holdings II, LLC, a Delaware limited liability company (together with
      its successors and permitted assigns), NRFC WA Holdings III, LLC, a
      Delaware limited liability company (together with its successors and permitted
      assigns), NRFC WA Holdings IV, LLC, a Delaware limited liability company
      (together with its successors and permitted assigns), NRFC WA Holdings IV,
      LLC, a Delaware limited liability company (together with its successors and
      permitted assigns), NRFC WA Holdings V, LLC, a Delaware limited liability
      company (together with its successors and permitted assigns), NRFC WA
      Holdings VI, LLC, a Delaware limited liability company (together with its
      successors and permitted assigns), NRFC WA Holdings VII, LLC, a Delaware
      limited liability company (together with its successors and permitted assigns),
      and NRFC WA Holdings VIII, LLC, a Delaware limited liability company
      (together with its successors and permitted assigns), as the Sellers, each
      jointly and severally liable under the Repurchase Documents.





( d )  The
      term
“Guarantor,” as used in each of the Repurchase Documents, is hereby amended, in
      each case mutatis  mutandis ,
      to
      refer to “Guarantors” and the term Guarantors to refer to (individually and
      collectively as the context may require) NorthStar Realty Finance Corp., a
      Maryland corporation (together with its successors and permitted assigns) and
      NorthStar Realty Finance L.P., a Delaware limited partnership (together with
      its
      successors and permitted assigns), as the Guarantors, each jointly and severally
      liable as Guarantors under the Guaranty.




28




( e )  The
      term
“Obligations,” as used in each of the Repurchase Documents, shall include all
      Obligations of each Seller, jointly and severally, under the Repurchase
      Agreement and under each other Repurchase Document.





**Section** **7** **.**  **Consent
      to Joinder; Related Acknowledgments and Agreements** **.**





( a )  Subject
      to the terms of this Second Omnibus Amendment, including, but not limited to,
      satisfaction in full of the requirements set forth in Section 11 of this
      Second Omnibus Amendment, the Buyer consents to (i) the addition of
      NRFC III, NRFC IV, NRFC V, NRFC VI, NRFC VII and
      NRFC VIII as additional Sellers, to be jointly and severally liable with
      the Existing Sellers under the Repurchase Documents and (ii) the addition
      of the Operating Partnership as an additional Guarantor, to be jointly and
      severally liable with the Existing Guarantor under the Repurchase Documents
      to
      which the Guarantors are a party. All parties acknowledge and agree that the
      Buyer’s consent hereto shall not be deemed a waiver of the Buyer’s rights to
      prohibit or to refuse to consent to future transfers, additions, substitutions,
      waivers or other matters under Repurchase Documents.





( b )  All
      parties to this Second Omnibus Amendment acknowledge, agree and confirm that,
      upon execution of this Second Omnibus Amendment, (i) each of NRFC III,
      NRFC IV, NRFC V, NRFC VI, NRFC VII and NRFC VIII shall
      each be deemed to be a party to, and a “Seller” under, the Repurchase Documents
      for all purposes, (ii) the Operating Partnership shall be deemed to be a
      party to and a “Guarantor” under the Repurchase Documents for all purposes,
      (iii) the obligations and liabilities of each Seller and each Guarantor, as
      applicable, under the Repurchase Documents shall be joint and several,
      (iv) the Pledge and Security Agreement shall now constitute a pledge of the
      Capital Stock of all Sellers, (v) the Guaranty shall now be an obligation
      of both Guarantors and the Guaranty shall apply to and cover the Obligations
      of
      all Sellers, (vi) the Repurchase Documents to which the Sellers are a party
      and
      the Transactions thereunder shall now be obligations of all Sellers,
      (vii) each Seller, each Guarantor, the Pledgor and the Custodian hereby
      acknowledges and confirms that the Repurchase Agreement and all other Repurchase
      Documents are, and upon each of NRFC III, NRFC IV, NRFC V,
      NRFC VI, NRFC VII and NRFC VIII becoming a Seller and the
      Operating Partnership becoming a Guarantor, shall continue to be, valid, binding
      and enforceable and in full force and effect, and (viii) each of
      NRFC III, NRFC IV, NRFC V, NRFC VI, NRFC VII and
      NRFC VIII and the Operating Partnership shall have all of the rights,
      duties, obligations and liabilities of a Seller or Guarantor, as applicable,
      under the Repurchase Documents, the same as if each had executed each of the
      Repurchase Documents, as a Seller or Guarantor, as applicable, in each case mutatis  mutandis .





( c )  Each
      of
      NRFC III, NRFC IV, NRFC V, NRFC VI, NRFC VII and
      NRFC VIII and the Operating Partnership hereby ratifies, as of the date
      hereof, and agrees to be bound by, all of the terms, provisions, conditions,
      duties, obligations and liabilities applicable to a Seller or a Guarantor,
      as
      applicable, and contained in the Repurchase Documents (including all exhibits,
      annexes, schedules and attachments thereto), in each case mutatis  mutandis ,
      including, without limitation, (i) all of the representations, warranties
      and certifications applicable to a Seller or a Guarantor set forth in the
      Repurchase Documents, which representations, warranties and certifications
      each
      of NRFC III, NRFC IV, NRFC V, NRFC VI, NRFC VII and
      NRFC VIII and the Operating Partnership hereby makes as of the date hereof
      (and will make as of each future date required by the Repurchase Documents)
      and
      hereby certifies that such representations, warranties and certifications are
      true and correct in all material respects as of the date of this Second Omnibus
      Amendment, (ii) all of the duties, obligations, liabilities and affirmative
      and negative covenants applicable to a Seller and/or a Guarantor, as applicable,
      set forth in the applicable Repurchase Documents, (iii) the indemnification
      provisions contained in the Repurchase Documents applicable to a Seller or
      a
      Guarantor, as applicable, (iv) the obligation to pay within the time period
      specified in the Repurchase Agreement any and all Margin Deficits with respect
      to any and all Purchased Assets and all other amounts due under the Repurchase
      Documents, and (v) all other terms, provisions, obligations, duties,
      agreements and liabilities applicable to a Seller and/or a Guarantor, as
      applicable, set forth in the applicable Repurchase Documents.




29




( d )  For
      the
      avoidance of doubt, (i) each of the Sellers hereby assigns, pledges and
      grants a security interest in all of its right, title and interest in, to and
      under the Purchased Items in favor of the Buyer (on behalf of the Buyer and
      the
      Swap Counterparty) to secure, and each of the Sellers agrees to pay, jointly
      and
      severally, the Obligations as and when due under the Repurchase Documents,
      (ii) the Pledgor hereby assigns, pledges and grants a security interest to
      the Buyer (on behalf of the Buyer and the Swap Counterparty) in all of its
      right, title and interest in, to and under the Pledged Collateral (which now
      includes, but is not limited to, the Equity Interests in all Sellers) to secure
      payment of the Pledged Obligations, which includes the Obligations of all
      Sellers, and (iii) the Guarantors acknowledge and agree that the Guarantee
      Obligations and the Guarantee Indebtedness now include, but are not limited
      to,
      the Obligations and Indebtedness of all Sellers and the Pledgor.





( e )  Each
      of
      NRFC III, NRFC IV, NRFC V, NRFC VI, NRFC VII and
      NRFC VIII and the Operating Partnership acknowledges and confirms that it
      has received a copy of each and every Repurchase Document and the schedules,
      annexes, exhibits and attachments thereto.





( f )  The
      address for notice purposes under the Repurchase Documents for each Seller
      and
      each Guarantor shall be the address set forth on the signature page of the
      applicable Seller or Guarantor, as applicable.





( g )  The
      Sellers, the Guarantor and the Pledgor acknowledge and agree that the joinder
      of
      NRFC III, NRFC IV, NRFC V, NRFC VI, NRFC VII and
      NRFC VIII as Sellers, the joinder of the Operating Partnership as Guarantor
      and the amendments set forth in this Second Omnibus Amendment do not and shall
      not release, reduce, diminish, impair or adversely affect the obligations of
      such parties under the Repurchase Documents, as amended by this Second Omnibus
      Amendment.





( h )  Each
      of
      the Sellers, the Guarantors, the Pledgor and the Custodian agrees that, at
      any
      time and from time to time, upon the written request of the Buyer, it will
      execute and deliver such further documents and do such further acts as the
      Buyer
      may reasonably request in order to carry out the purposes and intent of this
      Second Omnibus Amendment.




30




**Section** **8** **.**  **Fees** **.**





In
      connection with the closing of this Second Omnibus Amendment, the Sellers shall
      pay to the Buyer the upsize fee described in the Fee Letter in immediately
      available funds and without and reduction for or an account of any defense,
      counterclaim or set-off.





**Section** **9** **.**  **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 Second Omnibus Amendment.
      This
      Second Omnibus Amendment 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 Second Omnibus Amendment, as though such terms and conditions were
      set
      forth herein.





**Section** **10** **.**  **Representations** **.**





Each
      of
      the Sellers, each of the Guarantors and the Pledgor represents and warrants,
      as
      of the date of this Second Omnibus Amendment, 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;





( b )  the
      execution, delivery and performance by it of this Second Omnibus Amendment
      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 Second Omnibus Amendment;





( d )  this
      Second Omnibus Amendment has been duly executed and delivered by
      it;





( e )  this
      Second Omnibus Amendment, as well as each of the Repurchase Documents as
      modified by this Second Omnibus Amendment, 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
      Second Omnibus Amendment; and




31




( 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 Second Omnibus
      Amendment, 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** **11** **.**  **Conditions
      Precedent** **.**





The
      effectiveness of this Second Omnibus Amendment is subject to the following
      conditions precedent: (i) delivery to the Buyer of this Second Omnibus
      Amendment, the Fee Letter and Preferred Equity Pledge and Security Agreement
      duly executed by each of the parties thereto; (ii) delivery to the Buyer
      with respect to each NRFC III, NRFC IV, NRFC V, NRFC VI,
      NRFC VII, NRFC VIII and the Operating Partnership of the following in
      form and substance satisfactory to the Buyer in its reasonable discretion:
      Governing Documents, recent good standing certificates, an executed secretary’s
      certificate, an executed incumbency certificate, executed resolutions, an
      executed Perfection Certificate in the form attached hereto as Exhibit E to this
      Second Omnibus Amendment (for the new Sellers only), a Power of Attorney in
      the
      form of Exhibit F to this
      Second Omnibus Amendment (for the new Sellers only) and such information as
      the
      Buyer may require to comply with the U. S. Patriot Act and related
      Applicable Laws with respect to the new Sellers and the new Guarantor;
      (iii) modification of the Collection Account and Securities Account, as
      appropriate, to address the interests of all Sellers therein; (iv) delivery
      to the Buyer of an Opinion of Counsel with respect to the Sellers, the Pledgor
      and the Guarantor and this Second Omnibus Amendment and the Repurchase Documents
      as modified by this Second Omnibus Amendment; (v) payment of the fee
      referred to in Section 8 of this
      Second Omnibus Amendment; (vi) the filing of UCC financing statement
      amendments in the applicable jurisdiction against the Sellers and the Pledgor
      and the new Sellers; (vii) 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; (viii) an Officer’s Certificate as
      provided in the last paragraph of the Fee Letter; and (ix) such other
      documents, agreements or certifications as the Buyer may reasonably require.





**Section** **12** **.**  **Miscellaneous** **.**





( a )  This
      Second Omnibus Amendment 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 Second Omnibus Amendment
      are inserted for convenience of reference only and shall not be deemed to affect
      the meaning or construction of any of the provisions hereof.





32




( c )  This
      Second Omnibus Amendment 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
      Second Omnibus Amendment 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
      SECOND OMNIBUS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
      THIS SECOND OMNIBUS AMENDMENT 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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      OF PAGE INTENTIONALLY LEFT BLANK]**





33


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




**THE
              SELLERS:**
            **NRFC WA HOLDINGS, LLC,**
              a Delaware limited liability companyBy:
            /s/ Daniel GilbertName: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 10022Attention:
              Andy Richardson
                Richard 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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      CONTINUED ON FOLLOWING PAGE ]


Exhibit
          F-1




**THE
              BUYER**:
            **WACHOVIA
                BANK, NATIONAL ASSOCIATION**,
              a
                national banking associationBy:
            /s/
              Joseph F. CannonName:Joseph
                F. Cannon
              Title:Vice
                President




Wachovia
                  Bank, National Association
                One
                  Wachovia Center, Mail Code: NC0166
                301
                  South College Street
                Charlotte,
                  North Carolina 28288Attention:
            Marianne HickmanFacsimile No.:
            (704) 715-0066Confirmation No.:
            (704)
              715-7818




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Exhibit
          F-2