A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE GUARANTOR AT
ITS ADDRESS SET FORTH UNDER THE GUARANTOR'S SIGNATURE BELOW OR AT SUCH OTHER
ADDRESS OF WHICH THE BUYER SHALL HAVE BEEN NOTIFIED; AND
(D)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE
OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE
IN ANY OTHER JURISDICTION.
15.
INTEGRATION.
THIS GUARANTEE REPRESENTS THE AGREEMENT OF THE
GUARANTOR WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THERE ARE NO PROMISES OR
REPRESENTATIONS BY THE BUYER RELATIVE TO THE SUBJECT MATTER HEREOF NOT REFLECTED
HEREIN.
16.
ACKNOWLEDGMENTS.
THE GUARANTOR HEREBY ACKNOWLEDGES THAT:
(A)
THE GUARANTOR HAS BEEN ADVISED BY COUNSEL IN THE NEGOTIATION,
EXECUTION AND DELIVERY OF THIS GUARANTEE AND THE RELATED DOCUMENTS;
(B)
THE BUYER HAS NO FIDUCIARY RELATIONSHIP TO THE GUARANTOR, AND THE
RELATIONSHIP BETWEEN THE BUYER AND THE GUARANTOR IS SOLELY THAT OF SURETY AND
CREDITOR; AND
(C)
NO JOINT VENTURE EXISTS BETWEEN OR AMONG ANY OF THE BUYER, THE
GUARANTOR AND THE SELLER.
17.
AMENDMENT AND RESTATEMENT.
THE EXISTING GUARANTEE IS AMENDED,
RESTATED AND SUPERCEDED IN ITS ENTIRETY BY THIS GUARANTEE.
THE GUARANTOR
CONFIRMS AND AGREES THAT IT HAS NO, AND IT HEREBY WAIVES ALL, DEFENSES, RIGHTS
OF SETOFF, CLAIMS, COUNTERCLAIMS OR CAUSES OF ACTION OF ANY KIND OR DESCRIPTION
AGAINST BUYER ARISING UNDER OR IN RESPECT OF THE EXISTING GUARANTEE OR ANY
RELATED DOCUMENT AND THE GUARANTOR HEREBY CONFIRMS, AS OF THE DATE HEREOF, THAT
BUYER IS IN FULL COMPLIANCE WITH ALL OF ITS UNDERTAKINGS AND OBLIGATIONS UNDER
THE GOVERNING AGREEMENTS.
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18.
WAIVERS OF JURY TRIAL.
EACH OF THE GUARANTOR AND THE BUYER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE OR ANY RELATED DOCUMENT AND FOR ANY
COUNTERCLAIM HEREIN OR THEREIN.
[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned has caused this Guarantee Agreement to be
duly executed and delivered as of the date first above written.
NORTHSTAR REALTY FINANCE CORP.
By:
/s/ Albert Tylis
Name: Albert Tylis
Title:
Executive Vice President, General Counsel & Secretary