FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 16th, 2009 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of ________, 20___, by and between NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and ____________ (“Indemnitee”).
ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NSAM J-NSI LTD AND NORTHSTAR ASSET MANAGEMENT GROUP INC.Advisory Agreement • July 1st, 2014 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of June 30, 2014, and effective as of the date that the Proposed Spin-off (as defined below) is completed (the “Effective Date”), is entered into by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NSAM J-NSI Ltd, a Jersey limited company (the “Advisor”), and, solely in connection with the obligations set forth in Section 12.03 and Article 13, NorthStar Asset Management Group Inc., a Delaware corporation (“NSAM”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
MASTER REPURCHASE AND SECURITIES CONTRACT by and between NSREIT WF LOAN, LLC, as Seller and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Buyer Dated as of February 29, 2012Master Repurchase and Securities Contract • May 15th, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of February 29, 2012 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, this “Agreement”), is made by and between NSREIT WF LOAN, LLC, a Delaware limited liability company, as seller (as more specifically defined below, “Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as buyer (as more specifically defined below, “Buyer”). Seller and Buyer (each a “Party”) hereby agree as follows:
ADVISORY AGREEMENT AMONG NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NS REAL ESTATE INCOME TRUST ADVISOR, LLC AND NORTHSTAR REALTY FINANCE CORP.Advisory Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 17th day of March, 2010, and effective as of the date that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NS Real Estate Income Trust Advisor, LLC, a Delaware limited liability company (the “Advisor”) and, solely in connection with the obligations set forth in Section 12.03, NorthStar Realty Finance Corp., a Maryland corporation (“NorthStar”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT amongMaster Repurchase and Securities Contract Agreement • October 19th, 2015 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of October 13, 2015 and is made by and among MORGAN STANLEY BANK, N.A., as buyer (“Buyer”) and MS LOAN NT-I, LLC, a Delaware limited liability company, as seller (“Seller”).
GUARANTY AGREEMENTGuaranty Agreement • October 19th, 2015 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTY AGREEMENT, dated as of October 13, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Operating Partnership”) and NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Parent Guarantor”, and together with Operating Partnership, individually, collectively, jointly and severally, as the context requires, “Guarantor”), in favor of MORGAN STANLEY BANK, N.A., a national banking association (together with its permitted successors and assigns, “Buyer”). Any capitalized term utilized herein shall have the meaning as specified in the Repurchase Agreement (as defined below), unless such term is otherwise specifically defined herein.
NORTHSTAR REAL ESTATE INCOME TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTParticipating Dealer Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT Dated as of March 11, 2013 by and among NS INCOME DB LOAN, LLC, as Master Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as BuyerMaster Repurchase Agreement • March 12th, 2013 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of March 11, 2013, by and among NS INCOME DB LOAN, LLC, a Delaware limited liability company (“Master Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).
LIMITED GUARANTYLimited Guaranty • March 12th, 2013 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts
This LIMITED GUARANTY (the “Guaranty”) is made and entered into as of March 11, 2013, by NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation, and NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, a Delaware limited partnership, each having an address at c/o NorthStar Real Estate Income Trust, Inc. 399 Park Avenue, 18th Floor, New York, New York 10022 (individually and collectively, as the context may require “Guarantor”), for the benefit of DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution, whose address is 60 Wall Street, 10th Floor, New York, New York 10005 (“Buyer”). This Guaranty is made with reference to the following facts:
LIMITED GUARANTYLimited Guaranty • July 19th, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS LIMITED GUARANTY (as amended, modified, waived, supplemented, extended, restated or replaced from time to time, this “Guaranty”) is made as of the 18th day of July, 2012, by NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (together with its successors and permitted assigns and any other Person that becomes a guarantor under this Guaranty, “Guarantor”), for the benefit of CITIBANK, N.A., a national banking association, as buyer under the Repurchase Agreement (in such capacity, together with its successors and assigns, “Buyer”).
LIMITED PARTNERSHIP AGREEMENT OF NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP March 17, 2010Limited Partnership Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware
This Limited Partnership Agreement is entered into this 17th day of March, 2010, between NorthStar Real Estate Income Trust Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.
DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • March 17th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
DISTRIBUTION SUPPORT AGREEMENT (the “Agreement”) dated March 17, 2010, by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income Trust, Inc. (the “Company”).
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN PROJECT SHORE JV I, LLC AND PROJECT SHORE JV II, LLC, AS BUYERS AND COMMON PENSION FUND E AS SELLER DATED AS OF JUNE 12, 2013Agreement of Purchase and Sale • August 9th, 2013 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New Jersey
This Agreement of Purchase and Sale, dated as of June 12, 2013 (the “Purchase Agreement”), is between PROJECT SHORE JV I, LLC, a Delaware limited liability company (“Buyer I”) and PROJECT SHORE JV II, LLC, a Delaware limited liability company (“Buyer I”; Buyer I and Buyer II being referred to individually as a “Buyer” and collectively as “Buyers”) and COMMON PENSION FUND E, a common trust fund created pursuant to New Jersey statute (“Seller”).
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIRST AMENDMENT TO LIMITED GUARANTYMaster Repurchase Agreement • April 23rd, 2013 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND FIRST AMENDMENT TO LIMITED GUARANTY dated as of April , 2013 (this “Amendment”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“Seller”), NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”), and CITIBANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below) or the Guaranty (defined below).
LIMITED GUARANTYLimited Guaranty • May 15th, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS LIMITED GUARANTY (as amended, modified, waived, supplemented, extended, restated or replaced from time to time, this “Guaranty”) is made as of the 29th day of February, 2012, by NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation, (together with its successors and permitted assigns and any other Person that becomes a guarantor under this Guaranty, “Guarantor”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as buyer under the Repurchase Agreement (in such capacity, together with its successors and assigns, “Buyer”).
AMENDED AND RESTATED PARTICIPATION AGREEMENT Dated as of February 4, 2019 by and between CFI HENDON HOLDINGS, LLC (Initial Senior Participant and Servicer) and N1 HENDON HOLDINGS, LLC (Initial Junior Participant) HendonParticipation Agreement • February 5th, 2019 • N1 Liquidating Trust • Real estate investment trusts • New York
THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT (“Agreement”), dated as of February 4, 2019, by and between CFI HENDON HOLDINGS, LLC, having an address of 515 S. Flower St., 44th Floor, Los Angeles, CA 90071 (together with its successors and assigns in interest, in its capacity as initial owner of the Senior Participation, the “Initial Senior Participant” and in its capacity as Servicer), and N1 HENDON HOLDINGS, LLC, having an address of 515 S. Flower St., 44th Floor, Los Angeles, CA 90071 (together with its successors and assigns in interest, in its capacity as initial owner of the Junior Participation, the “Initial Junior Participant”).
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • December 4th, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of November 30, 2012 (this “Amendment”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“Seller”), NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”), and CITIBANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).
AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • August 18th, 2011 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (this “Agreement”) dated as of August 11, 2011, by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income Trust, Inc. (the “Company”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • July 16th, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts
This Amendment is made and entered into as of April 11, 2012 (this "Amendment") and amends the Second Amended and Restated Distribution Support Agreement dated as of November 8, 2011 (the "Agreement") between NorthStar Realty Finance Corp. ("NRFC") and NorthStar Real Estate Income Trust, Inc. (the "Company"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • November 14th, 2014 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of June 30, 2014 (this “Amendment”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (“Buyer”), and acknowledged and agreed to by NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 6th, 2018 • N1 Liquidating Trust • Real estate investment trusts • Maryland
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of this 31st day of January, 2018, is made and entered into by and among N1 Liquidating Trust, a Maryland statutory trust (the “Trust”), N1 Hendon Holdings, LLC, a Delaware limited liability company (“Holdco”), and CNI NSI Advisors, LLC, a Delaware limited liability company.
N1 LIQUIDATING TRUST AGREEMENT AND DECLARATION OF TRUSTAcceptance and Assumption Agreement • February 6th, 2018 • N1 Liquidating Trust • Real estate investment trusts • Maryland
THIS AGREEMENT AND DECLARATION OF TRUST is dated as of January 31, 2018, by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and Sujan S. Patel, James J. Thomas and Chris S. Westfahl (collectively, and including any successors thereto, the “Trustees”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 6th, 2018 • N1 Liquidating Trust • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into, and effective, as of this 31st day of January, 2018, by and between N1 Liquidating Trust, a Maryland statutory trust (the “Trust”), and [●], a trustee and/or officer of the Trust (“Indemnitee”).
SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENTDistribution Support Agreement • November 17th, 2011 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED DISTRIBUTION SUPPORT AGREEMENT (this “Agreement”) dated as of November 8, 2011, by and between NorthStar Realty Finance Corp. (“NRFC”) and NorthStar Real Estate Income Trust, Inc. (the “Company”).
FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 24th, 2014 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of October 20, 2014 (this “Amendment”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (“Buyer”), and acknowledged and agreed to by NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).
CREDIT AND SECURITY AGREEMENT by and between NSREIT DOR LOAN, LLC, as the Borrower and DORAL BANK, as the LenderCredit and Security Agreement • August 2nd, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”), dated as of July 31, 2012, by and between NSREIT DOR LOAN, LLC, a Delaware limited liability company (the “Borrower”), having an address c/o NorthStar Realty Finance Corp., 399 Park Avenue, 18th Floor, New York, New York 10022, and DORAL BANK (the “Lender”), having an address at 623 Fifth Avenue, 16th Floor, New York, New York 10022.
FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 20th, 2016 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT dated as of October 17, 2016 (this “Amendment”), by and among NSREIT CB LOAN, LLC, a Delaware limited liability company (“Seller”), and CITIBANK, N.A., a national banking association (“Buyer”), and acknowledged and agreed to by NORTHSTAR REAL ESTATE INCOME TRUST, INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the MRA (defined below).
AMENDMENT NO. 2 TO ADVISORY AGREEMENTAdvisory Agreement • November 17th, 2011 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts
This Amendment No. 2 is made and entered into as of November 8, 2011 and amends the Advisory Agreement dated as of March 17, 2010, as first amended on February 24, 2011 and renewed on July 19, 2011 (the “Advisory Agreement”), by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NS Real Estate Income Trust Advisor, LLC (the “Advisor”) and NorthStar Realty Finance Corp., a Maryland corporation (the “Sponsor”). Capitalized terms used but not defined herein shall have the meanings set forth in the Advisory Agreement.
Agreement and Plan of Merger Between NorthStar Real Estate Income Trust, Inc. and NorthStar Income Opportunity REIT I, Inc. September 8, 2010Agreement and Plan of Merger • September 9th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland
This Merger Agreement (this “Agreement”) is entered into as of September 8, 2010 by and between NorthStar Real Estate Income Trust, Inc., a Maryland corporation (“NS REIT”), and NorthStar Income Opportunity REIT I, Inc., a Maryland corporation (“NIOR”). NS REIT and NIOR are referred to collectively herein as the “Parties.”
AMENDMENT NO. 3 TO ADVISORY AGREEMENTAdvisory Agreement • August 13th, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts
This Amendment No. 3 is made and entered into as of August 8, 2012 and amends the Advisory Agreement dated as of March 17, 2010, as first amended on February 24, 2011 and renewed on July 19, 2011, as further amended on November 8, 2011 and renewed on July 19, 2012 (the "Advisory Agreement"), by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the "Company"), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), NS Real Estate Income Trust Advisor, LLC (the "Advisor") and NorthStar Realty Finance Corp., a Maryland corporation (the "Sponsor"). Capitalized terms used but not defined herein shall have the meanings set forth in the Advisory Agreement.
GUARANTYGuaranty • August 2nd, 2012 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
THIS GUARANTY (“Guaranty”) is made as of July 31, 2012, in favor of DORAL BANK (“Lender”) by NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Guarantor”).
CFI Hendon Holdings, LLC 515 S. Flower St., 44th Floor Los Angeles, CA 90071N1 Liquidating Trust • October 1st, 2020 • Real estate investment trusts • New York
Re: Amended and Restated Participation Agreement, dated as of February 4, 2019, by and among CFI HENDON HOLDINGS, LLC (together with its successors and assigns as “Senior Participant” and in its capacity as Servicer (as defined therein)) and N1 HENDON HOLDINGS, LLC (together with its successors and assigns as “Junior Participant”) with respect to a certain loan secured by first lien mortgages, deeds to secure debt or deeds of trust on multiple parcels of, or estates in, real property located as described on the Purchase Schedule (as defined therein) (as the same may be further amended, modified, restated and/or supplemented from time to time, the “Participation Agreement”).
NORTHSTAR REAL ESTATE INCOME TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT April 30, 2010Dealer Manager Agreement • May 7th, 2010 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts • New York
NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $1,100,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $1,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $100,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Dealers”) at a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased a
AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • March 2nd, 2011 • NorthStar Real Estate Income Trust, Inc. • Real estate investment trusts
This Amendment is made and entered into as of February 24, 2011 (this “Amendment”) and amends the Advisory Agreement dated as of March 17, 2010 (the “Advisory Agreement”) by and among NorthStar Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), NorthStar Real Estate Income Trust Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), NS Real Estate Income Trust Advisor, LLC (the “Advisor”) and for certain limited purposes under the Advisory Agreement, is also entered into by NorthStar Realty Finance Corp., a Maryland corporation (the “Sponsor”). Capitalized terms used but not defined herein shall have the meanings set forth in the Advisory Agreement.
