0001597503-16-000046 Sample Contracts

TERM LOAN CREDIT AGREEMENT dated as of January 29, 2016, among NORTHSTAR ASSET MANAGEMENT GROUP INC., as Parent, NSAM LP, as Borrower, The Lenders Party Hereto and
Term Loan Credit Agreement • February 2nd, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York

TERM LOAN CREDIT AGREEMENT dated as of January 29, 2016 (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among NSAM LP, a Delaware limited partnership (the “Borrower”), NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“Parent”), the LENDERS party hereto and Morgan Stanley Senior Funding, Inc., as Administrative Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.

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MASTER GUARANTEE AGREEMENT dated as of January 29, 2016, among NORTHSTAR ASSET MANAGEMENT GROUP INC. THE OTHER GUARANTORS PARTY HERETO and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent
Master Guarantee Agreement • February 2nd, 2016 • NorthStar Asset Management Group Inc. • Real estate • New York

MASTER GUARANTEE AGREEMENT dated as of January 29, 2016 (this “Agreement”), among NORTHSTAR ASSET MANAGEMENT GROUP INC., the other GUARANTORS from time to time party hereto (the “Guarantors”) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, on behalf of itself and the other Secured Parties.

TOWNSEND HOLDINGS LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • February 2nd, 2016 • NorthStar Asset Management Group Inc. • Real estate • Delaware

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of January 14, 2016 and effective as of the Closing, is entered into by and among Townsend Holdings LLC, a Delaware limited liability company (the "Company"), the Unitholders and, solely with respect to its obligations under Section 8.5, NorthStar Asset Management Group Inc. As used herein “as of the date hereof” shall mean as of the date of the Closing.

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