AMENDED
      AND RESTATED TRUST AGREEMENT





among





NORTHSTAR
      REALTY FINANCE LIMITED PARTNERSHIP ,


as
      Depositor








NORTHSTAR
      REALTY FINANCE CORP. ,


as
      Guarantor








WILMINGTON
      TRUST COMPANY


as
      Property Trustee








WILMINGTON
      TRUST COMPANY


as
      Delaware Trustee








and








THE
      ADMINISTRATIVE TRUSTEES NAMED HEREIN


as
      Administrative Trustees





________________








Dated
      as
      of March 30, 2007








NORTHSTAR
      REALTY FINANCE TRUST VII


















**TABLE
      OF CONTENTS**




PageARTICLE
                  I.
              
              Defined
                  Terms
              1SECTION
                  1.1.
              
              Definitions.
              1ARTICLE
                  II.
              
              The
                  Trust
              10SECTION
                  2.1.
              
              Name.
              10SECTION
                  2.2.
              
              Office
                  of the Delaware Trustee; Principal Place of Business.
              10SECTION
                  2.3.
              
              Initial
                  Contribution of Trust Property; Fees, Costs and Expenses.
              10SECTION
                  2.4.
              
              Purposes
                  of Trust.
              11SECTION
                  2.5.
              
              Authorization
                  to Enter into Certain Transactions.
              11SECTION
                  2.6.
              
              Assets
                  of Trust.
              14SECTION
                  2.7.
              
              Title
                  to Trust Property.
              14ARTICLE
                  III.
              
              Payment
                  Account; Paying Agents
              14SECTION
                  3.1.
              
              Payment
                  Account.
              14SECTION
                  3.2.
              
              Appointment
                  of Paying Agents.
              15ARTICLE
                  IV.
              
              Distributions;
                  Redemption
              15SECTION
                  4.1.
              
              Distributions.
              15SECTION
                  4.2.
              
              Redemption.
              16SECTION
                  4.3.
              
              Subordination
                  of Common Securities.
              19SECTION
                  4.4.
              
              Payment
                  Procedures.
              20SECTION
                  4.5.
              
              Withholding
                  Tax.
              20SECTION
                  4.6.
              
              Tax
                  Returns and Other Reports.
              20SECTION
                  4.7.
              
              Payment
                  of Taxes, Duties, Etc. of the Trust.
              21SECTION
                  4.8.
              
              Payments
                  under Indenture or Pursuant to Direct Actions.
              21SECTION
                  4.9.
              
              Exchanges.
              21SECTION
                  4.10.
              
              Calculation
                  Agent.
              22SECTION
                  4.11.
              
              Certain
                  Accounting Matters.
              22ARTICLE
                  V.
              
              Securities
              23SECTION
                  5.1.
              
              Initial
                  Ownership.
              23SECTION
                  5.2.
              
              Authorized
                  Trust Securities.
              23SECTION
                  5.3.
              
              Issuance
                  of the Common Securities; Subscription and Purchase of
                  Notes.
              23SECTION
                  5.4.
              
              The
                  Securities Certificates.
              24SECTION
                  5.5.
              
              Rights
                  of Holders.
              25SECTION
                  5.6.
              
              Book-Entry
                  Preferred Securities.
              25SECTION
                  5.7.
              
              Registration
                  of Transfer and Exchange of Preferred Securities
                  Certificates.
              27SECTION
                  5.8.
              
              Mutilated,
                  Destroyed, Lost or Stolen Securities Certificates.
              28SECTION
                  5.9.
              
              Persons
                  Deemed Holders.
              29SECTION
                  5.10.
              
              Cancellation.
              29SECTION
                  5.11.
              
              Ownership
                  of Common Securities by Depositor.
              29SECTION
                  5.12.
              
              Restricted
                  Legends.
              30SECTION
                  5.13.
              
              Form
                  of Certificate of Authentication.
              32
  i
  PageARTICLE
                  VI.
              
              Meetings;
                  Voting; Acts of Holders
              33SECTION
                  6.1.
              
              Notice
                  of Meetings.
              33SECTION
                  6.2.
              
              Meetings
                  of Holders of the Preferred Securities.
              33SECTION
                  6.3.
              
              Voting
                  Rights.
              33SECTION
                  6.4.
              
              Proxies,
                  Etc.
              34SECTION
                  6.5.
              
              Holder
                  Action by Written Consent.
              34SECTION
                  6.6.
              
              Record
                  Date for Voting and Other Purposes.
              34SECTION
                  6.7.
              
              Acts
                  of Holders.
              34SECTION
                  6.8.
              
              Inspection
                  of Records.
              35SECTION
                  6.9.
              
              Limitations
                  on Voting Rights.
              35SECTION
                  6.10.
              
              Acceleration
                  of Maturity; Rescission of Annulment; Waivers of Past
                  Defaults.
              36ARTICLE
                  VII.
              
              Representations
                  and Warranties
              39SECTION
                  7.1.
              
              Representations
                  and Warranties of the Property Trustee and the Delaware
                  Trustee.
              39SECTION
                  7.2.
              
              Representations
                  and Warranties of Depositor.
              40ARTICLE
                  VIII.
              
              The
                  Trustees
              41SECTION
                  8.1.
              
              Number
                  of Trustees.
              41SECTION
                  8.2.
              
              Property
                  Trustee Required.
              41SECTION
                  8.3.
              
              Delaware
                  Trustee Required.
              41SECTION
                  8.4.
              
              Appointment
                  of Administrative Trustees.
              42SECTION
                  8.5.
              
              Duties
                  and Responsibilities of the Trustees.
              42SECTION
                  8.6.
              
              Notices
                  of Defaults and Extensions.
              44SECTION
                  8.7.
              
              Certain
                  Rights of Property Trustee.
              44SECTION
                  8.8.
              
              Delegation
                  of Power.
              46SECTION
                  8.9.
              
              May
                  Hold Securities.
              47SECTION
                  8.10.
              
              Compensation;
                  Reimbursement; Indemnity.
              47SECTION
                  8.11.
              
              Resignation
                  and Removal; Appointment of Successor.
              48SECTION
                  8.12.
              
              Acceptance
                  of Appointment by Successor.
              49SECTION
                  8.13.
              
              Merger,
                  Conversion, Consolidation or Succession to Business.
              49SECTION
                  8.14.
              
              Not
                  Responsible for Recitals or Issuance of Securities.
              50SECTION
                  8.15.
              
              Property
                  Trustee May File Proofs of Claim.
              50SECTION
                  8.16.
              
              Reports
                  to and from the Property Trustee.
              51ARTICLE
                  IX.
              
              Termination,
                  Liquidation and Merger
              51SECTION
                  9.1.
              
              Dissolution
                  Upon Expiration Date.
              51SECTION
                  9.2.
              
              Early
                  Termination.
              51SECTION
                  9.3.
              
              Termination.
              52SECTION
                  9.4.
              
              Liquidation.
              52SECTION
                  9.5.
              
              Mergers,
                  Consolidations, Amalgamations or Replacements of Trust.
              53ARTICLE
                  X.
              
              Information
                  to Purchaser
              55SECTION
                  10.1.
              
              Depositor
                  Obligations to Purchaser.
              55SECTION
                  10.2.
              
              Property
                  Trustee’s Obligations to Purchaser.
              55ARTICLE
                  XI.
              
              Miscellaneous
                  Provisions
              55SECTION
                  11.1.
              
              Limitation
                  of Rights of Holders.
              55SECTION
                  11.2.
              
              Agreed
                  Tax Treatment of Trust and Trust Securities.
              55SECTION
                  11.3.
              
              Amendment.
              56SECTION
                  11.4.
              
              Separability.
              57
  ii
  PageSECTION
                  11.5.
              
              Governing
                  Law.
              57SECTION
                  11.6.
              
              Successors.
              57SECTION
                  11.7.
              
              Headings.
              58SECTION
                  11.8.
              
              Reports,
                  Notices and Demands.
              58SECTION
                  11.9.
              
              Agreement
                  Not to Petition.
              58Exhibit
                  A
              
              Certificate
                  of Trust of NorthStar Realty Finance Trust VIIExhibit
                  B
              
              Form
                  of Common Securities CertificateExhibit
                  C
              
              Form
                  of Preferred Securities CertificateExhibit
                  D
              
              Junior
                  Subordinated IndentureExhibit
                  E
              
              Form
                  of Transferee Certificate to be Executed by Transferees other than
                  QIBsExhibit
                  F
              
              Form
                  of Transferor Certificate to be Executed by QIBsExhibit
                  G
              
              Form
                  of Officer’s Financial CertificateExhibit
                  H
              
              Form
                  of Officer’s Certificate pursuant to Section 8.16(a)Schedule
                  A
              
              Calculation
                  of LIBOR


iii


AMENDED
      AND RESTATED TRUST AGREEMENT, dated as of March 30, 2007, among (i) NorthStar
      Realty Finance Limited Partnership, a Delaware limited partnership (including
      any successors or permitted assigns, the “Depositor”), (ii) NorthStar Realty
      Finance Corp., a Maryland corporation (including any successors or permitted
      assigns, the “Guarantor”), (iii) Wilmington Trust Company, a Delaware banking
      corporation, as property trustee (in such capacity, the “Property Trustee”),
      (iv) Wilmington Trust Company, a Delaware banking corporation, as Delaware
      trustee (in such capacity, the “Delaware Trustee”), (v) David T. Hamamoto, an
      individual, Richard J. McCready, an individual, and Andrew C. Richardson, an
      individual, each of whose address is c/o NorthStar Realty Finance Limited
      Partnership, c/o NorthStar Realty Finance Corp., 399 Park Avenue, 18 th Floor,
      New York, NY 10022, as administrative trustees (in such capacities, each an
      “Administrative Trustee” and, collectively, the “Administrative Trustees” and,
      together with the Property Trustee and the Delaware Trustee, the “Trustees”) and
      (vi) the several Holders, as hereinafter defined.




Witnesseth




Whereas ,
      the
      Depositor, the Property Trustee and the Delaware Trustee have heretofore created
      a Delaware statutory trust pursuant to the Delaware Statutory Trust Act by
      entering into a Trust Agreement, dated as of March 26, 2007 (the “Original Trust
      Agreement”), and by executing and filing with the Secretary of State of the
      State of Delaware the Certificate of Trust, substantially in the form attached
      as Exhibit
      A ;
      and




Whereas, the Depositor
      and the Trustees desire to amend and restate the Original Trust Agreement in
      its
      entirety as set forth herein to provide for, among other things, (i) the
      issuance of the Common Securities by the Trust to the Depositor, (ii) the
      issuance and sale of the Preferred Securities by the Trust pursuant to the
      Purchase Agreement and (iii) the acquisition by the Trust from the Depositor
      of
      all of the right, title and interest in and to the Notes;




Now,
      Therefore, in
      consideration of the agreements and obligations set forth herein and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, each party, for the benefit of the other parties and for the
      benefit of the Holders, hereby amends and restates the Original Trust Agreement
      in its entirety and agrees as follows:




ARTICLE
      I.




Defined
      Terms




SECTION
      1.1.  Definitions.




For
      all
      purposes of this Trust Agreement, except as otherwise expressly provided or
      unless the context otherwise requires:




(a)  the
      terms
      defined in this Article
      I have the
      meanings assigned to them in this Article
      I ;




(b)  the
      words
“include”, “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”;









(c)  all
      accounting terms used but not defined herein have the meanings assigned to
      them
      in accordance with United States generally accepted accounting
      principles;




(d)  unless
      the context otherwise requires, any reference to an “Article”, a “Section”, a
“Schedule” or an “Exhibit” refers to an Article, a Section, a Schedule or an
      Exhibit, as the case may be, of or to this Trust Agreement;




(e)  the
      words
“hereby”, “herein”, “hereof” and “hereunder” and other words of similar import
      refer to this Trust Agreement as a whole and not to any particular Article,
      Section or other subdivision;




(f)  a
      reference to the singular includes the plural and vice versa; and




(g)  the
      masculine, feminine or neuter genders used herein shall include the masculine,
      feminine and neuter genders.




“Act”
has
      the meaning specified in Section
      6.7 .




“Additional
      Interest” has the meaning specified in Section
      1.1 of the
      Indenture.




“Additional
      Interest Amount” means, with respect to Trust Securities of a given Liquidation
      Amount and/or a given period, the amount of Additional Interest paid by the
      Depositor on a Like Amount of Notes for such period.




“Additional
      Taxes” has the meaning specified in Section
      1.1 of the
      Indenture.




“Additional
      Tax Sums” has the meaning specified in Section
      10.5 of the
      Indenture.




“Administrative
      Trustee” means each of the Persons identified as an “Administrative Trustee” in
      the preamble to this Trust Agreement, solely in each such Person’s capacity as
      Administrative Trustee of the Trust and not in such Person’s individual
      capacity, or any successor Administrative Trustee appointed as herein
      provided.




“Affiliate”
      of any specified Person means any other Person directly or indirectly
      controlling or controlled by or under direct or indirect common control with
      such specified Person. For the purposes of this definition, “control” when used
      with respect to any specified Person means the power to direct the management
      and policies of such Person, directly or indirectly, whether through the
      ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
      foregoing.




“Applicable
      Depositary Procedures” means, with respect to any transfer or transaction
      involving a Book-Entry Preferred Security, the rules and procedures of the
      Depositary for such Book-Entry Preferred Security, in each case to the extent
      applicable to such transaction and as in effect from time to time.




“Bankruptcy
      Event” means, with respect to any Person:




2




(a)
      the
      entry of a decree or order by a court having jurisdiction in the premises (i)
      judging such Person a bankrupt or insolvent, (ii) approving as properly filed
      a
      petition seeking reorganization, arrangement, adjudication or composition of
      or
      in respect of such Person under any applicable Federal or state bankruptcy,
      insolvency, reorganization or other similar law, (iii) appointing a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or other similar official
      of such Person or of any substantial part of its property or (iv) ordering
      the
      winding up or liquidation of its affairs, and the continuance of any such decree
      or order unstayed and in effect for a period of sixty (60) consecutive days;
      or




(b)
      the
      institution by such Person of proceedings to be adjudicated a bankrupt or
      insolvent, or the consent by it to the institution of bankruptcy or insolvency
      proceedings against it, or the filing by it of a petition or answer or consent
      seeking reorganization or relief under any applicable Bankruptcy Law, or the
      consent by it to the filing of any such petition or to the appointment of a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
      official of such Person or of any substantial part of its property, or the
      making by it of an assignment for the benefit of creditors, or the admission
      by
      it in writing of its inability to pay its debts generally as they become due
      and
      its willingness to be adjudicated a bankrupt or insolvent, or the taking of
      corporate action by such Person in furtherance of any such action.




“Bankruptcy
      Law” means all Federal and state bankruptcy, insolvency, reorganization and
      other similar laws, including the United States Bankruptcy Code.




“Book-Entry
      Preferred Security” means a Preferred Security, the ownership and transfers of
      which shall be made through book entries by a Depositary.




“Business
      Day” means a day other than (a) a Saturday or Sunday, (b) a day on which banking
      institutions in the City of New York are authorized or required by law or
      executive order to remain closed or (c) a day on which the Corporate Trust
      Office is closed for business.




“Calculation
      Agent” has the meaning specified in Section
      4.10 .




“Change
      of Control” has the meaning specified in the Indenture.




“Closing
      Date” has the meaning specified in the Purchase Agreement.




“Code”
      means the United States Internal Revenue Code of 1986, as amended.




“Commission”
      means the Securities and Exchange Commission, as from time to time constituted,
      created under the Exchange Act or, if at any time after the execution of this
      Trust Agreement such Commission is not existing and performing the duties
      assigned to it, then the body performing such duties at such time.




“Common
      Securities Certificate” means a certificate evidencing ownership of Common
      Securities, substantially in the form attached as Exhibit
      B .




3




“Common
      Security” means a common security of the Trust, denominated as such and
      representing an undivided beneficial interest in the assets of the Trust, having
      a Liquidation Amount of $1,000 and having the terms provided therefor in this
      Trust Agreement.




“Corporate
      Trust Office” means the principal office of the Property Trustee at which any
      particular time its corporate trust business shall be administered, which office
      at the date of this Trust Agreement is located at Rodney Square North, 1100
      North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
      Capital Markets.




“Definitive
      Preferred Securities Certificates” means Preferred Securities issued in
      certificated, fully registered form that are not Global Preferred
      Securities.




“Delaware
      Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
      Code § 3801 et seq., or any successor statute thereto, in each case as amended
      from time to time.




“Delaware
      Trustee” means the Person identified as the “Delaware Trustee” in the preamble
      to this Trust Agreement, solely in its capacity as Delaware Trustee of the
      Trust
      and not in its individual capacity, or its successor in interest in such
      capacity, or any successor Delaware Trustee appointed as herein
      provided.




“Depositary”
      means an organization registered as a clearing agency under the Exchange Act
      that is designated as Depositary by the Depositor or any successor thereto.
      DTC
      will be the initial Depositary.




“Depositary
      Participant” means a broker, dealer, bank, other financial institution or other
      Person for whom from time to time the Depositary effects book-entry transfers
      and pledges of securities deposited with the Depositary.




“Depositor”
      has the meaning specified in the preamble to this Trust Agreement and any
      successors and permitted assigns.




“Depositor
      Affiliate” has the meaning specified in Section
      4.9 .




“Distribution
      Date” has the meaning specified in Section
      4.1(a)(i) .




“Distributions”
      means amounts payable in respect of the Trust Securities as provided in Section
      4.1 .




“DTC”
      means The Depository Trust Company or any successor thereto.




“Early
      Termination Event” has the meaning specified in Section
      9.2 .




“Event
      of
      Default” means any one of the following events (whatever the reason for such
      event and whether it shall be voluntary or involuntary or be effected by
      operation of law or pursuant to any judgment, decree or order of any court
      or
      any order, rule or regulation of any administrative or governmental
      body):




4


(a)
      the
      occurrence of a Note Event of Default; or




(b)
      default by the Trust in the payment of any Distribution when it becomes due
      and
      payable, and continuation of such default for a period of thirty (30) days;
      or




(c)
      default by the Trust in the payment of any Redemption Price of any Trust
      Security when it becomes due and payable; or




(d)
      default in the performance, or breach, in any material respect of any covenant
      or warranty of the Trustees in this Trust Agreement (other than those specified
      in clause (b) or (c) above) and continuation of such default or breach for
      a
      period of thirty (30) days after there has been given, by registered or
      certified mail, to the Trustees and to the Depositor by the Holders of at least
      twenty-five percent (25%) in aggregate Liquidation Amount of the Outstanding
      Preferred Securities a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a “Notice of
      Default” hereunder; or




(e)
      the
      occurrence of a Bankruptcy Event with respect to the Property Trustee if a
      successor Property Trustee has not been appointed within ninety (90) days
      thereof.




“Exchange
      Act” means the Securities Exchange Act of 1934, and any successor statute
      thereto, in each case as amended from time to time.




“Expiration
      Date” has the meaning specified in Section
      9.1 .




“Fiscal
      Year” shall be the fiscal year of the Trust, which shall be the calendar year,
      or such other period as is required by the Code.




“Global
      Preferred Security” means a Preferred Securities Certificate evidencing
      ownership of Book-Entry Preferred Securities.




“Guarantor”
      has the meaning specified in the preamble to this Trust Agreement and any
      successors and permitted assigns.




“Holder”
      means a Person in whose name a Trust Security or Trust Securities are registered
      in the Securities Register; any such Person shall be a beneficial owner within
      the meaning of the Delaware Statutory Trust Act.




“Indemnified
      Person” has the meaning specified in Section
      8.10(c) .




“Indenture”
      means the Junior Subordinated Indenture executed and delivered by the Depositor,
      the Guarantor and the Note Trustee contemporaneously with the execution and
      delivery of this Trust Agreement, for the benefit of the holders of the Notes,
      a
      copy of which is attached hereto as Exhibit
      D ,
      as
      amended or supplemented from time to time.




“Indenture
      Redemption Price” has the meaning specified in Section
      4.2(c) .




“Interest
      Payment Date” has the meaning specified in Section
      1.1 of the
      Indenture.




5




“Investment
      Company Act” means the Investment Company Act of 1940, or any successor statute
      thereto, in each case as amended from time to time.




“Investment
      Company Event” has the meaning specified in Section
      1.1 of the
      Indenture.




“LIBOR”
      has the meaning specified in Schedule
      A .




“LIBOR
      Business Day” has the meaning specified in Schedule
      A .




“LIBOR
      Determination Date” has the meaning specified in Schedule
      A .




“Lien”
      means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse
      ownership interest, hypothecation, assignment, security interest or preference,
      priority or other security agreement or preferential arrangement of any kind
      or
      nature whatsoever.




“Like
      Amount” means (a) with respect to a redemption of any Trust Securities, Trust
      Securities having a Liquidation Amount equal to the principal amount of Notes
      to
      be contemporaneously redeemed or paid at maturity in accordance with the
      Indenture, the proceeds of which will be used to pay the Redemption Price of
      such Trust Securities, (b) with respect to a distribution of Notes to Holders
      of
      Trust Securities in connection with a dissolution of the Trust, Notes having
      a
      principal amount equal to the Liquidation Amount of the Trust Securities of
      the
      Holder to whom such Notes are distributed and (c) with respect to any
      distribution of Additional Interest Amounts to Holders of Trust Securities,
      Notes having a principal amount equal to the Liquidation Amount of the Trust
      Securities in respect of which such distribution is made.




“Liquidation
      Amount” means the stated amount of $1,000 per Trust Security.




“Liquidation
      Date” means the date on which assets are to be distributed to Holders in
      accordance with Section
      9.4(a) hereunder following dissolution of the Trust.




“Liquidation
      Distribution” has the meaning specified in Section
      9.4(d) .




“Majority
      in Liquidation Amount of the Preferred Securities” means Preferred Securities
      representing more than fifty percent (50%) of the aggregate Liquidation Amount
      of all (or a specified group of) then Outstanding Preferred
      Securities.




“Note
      Event of Default” means any “Event of Default” specified in Section
      5.1 of the
      Indenture.




“Note
      Redemption Date” means, with respect to any Notes to be redeemed under the
      Indenture, the date fixed for redemption of such Notes under the
      Indenture.




“Note
      Trustee” means the Person identified as the “Trustee” in the Indenture, solely
      in its capacity as Trustee pursuant to the Indenture and not in its individual
      capacity, or its successor in interest in such capacity, or any successor
      Trustee appointed as provided in the Indenture.




“Notes”
      means the Depositor’s Junior Subordinated Notes issued pursuant to the
      Indenture.




6




“Officer’s
      Certificate” means a certificate signed by the Chief Executive Officer, the
      President, an Executive Vice President, the Chief Financial Officer, the
      Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary,
      of the Depositor or the Guarantor, as applicable, and delivered to the Trustees.
      Any Officer’s Certificate delivered with respect to compliance with a condition
      or covenant provided for in this Trust Agreement (other than the certificate
      provided pursuant to Section
      8.16(a) )
      shall
      include:




(a)
      a
      statement by each officer signing the Officer’s Certificate that such officer
      has read the covenant or condition and the definitions relating
      thereto;




(b)
      a
      brief statement of the nature and scope of the examination or investigation
      undertaken by such officer in rendering the Officer’s Certificate;




(c)
      a
      statement that such officer has made such examination or investigation as,
      in
      such officer’s opinion, is necessary to enable such officer to express an
      informed opinion as to whether or not such covenant or condition has been
      complied with; and




(d)
      a
      statement as to whether, in the opinion of such officer, such condition or
      covenant has been complied with.




“Operative
      Documents” means the Purchase Agreement, the Indenture, the Trust Agreement, the
      Notes and the Trust Securities.




“Opinion
      of Counsel” means a written opinion of counsel, who may be counsel for, or an
      employee of, the Depositor or the Guarantor or any Affiliate of the Depositor
      or
      the Guarantor.




“Original
      Issue Date” means the date of original issuance of the Trust
      Securities.




“Original
      Trust Agreement” has the meaning specified in the recitals to this Trust
      Agreement.




“Outstanding,”
      when used with respect to any Trust Securities, means, as of the date of
      determination, all Trust Securities theretofore executed and delivered under
      this Trust Agreement, except:




(a)
      Trust
      Securities theretofore canceled by the Property Trustee or delivered to the
      Property Trustee for cancellation;




(b)
      Trust
      Securities for which payment or redemption money in the necessary amount has
      been theretofore deposited with the Property Trustee or any Paying Agent in
      trust for the Holders of such Trust Securities; provided, that if such Trust
      Securities are to be redeemed, notice of such redemption has been duly given
      pursuant to this Trust Agreement; and




(c)
      Trust
      Securities that have been paid or in exchange for or in lieu of which other
      Trust Securities have been executed and delivered pursuant to the provisions
      of
      this Trust Agreement, unless proof satisfactory to the Property Trustee is
      presented that any such Trust Securities are held by Holders in whose hands
      such
      Trust Securities are valid, legal and binding obligations of the
      Trust;




7




provided,
      that in determining whether the Holders of the requisite Liquidation Amount
      of
      the Outstanding Preferred Securities have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, Preferred
      Securities owned by the Depositor, the Guarantor, any Trustee or any Affiliate
      of the Depositor, the Guarantor or of any Trustee shall be disregarded and
      deemed not to be Outstanding, except that (i) in determining whether any Trustee
      shall be protected in relying upon any such request, demand, authorization,
      direction, notice, consent or waiver, only Preferred Securities that such
      Trustee knows to be so owned shall be so disregarded and (ii) the foregoing
      shall not apply at any time when all of the Outstanding Preferred Securities
      are
      owned by the Depositor, the Guarantor, one or more of the Trustees and/or any
      such Affiliate. Preferred Securities so owned that have been pledged in good
      faith may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Administrative Trustees the pledgee’s right so to act with
      respect to such Preferred Securities and that the pledgee is not the Depositor,
      the Guarantor, any Trustee or any Affiliate of the Depositor, the Guarantor
      or
      of any Trustee.




“Owner”
      means each Person who is the beneficial owner of Book-Entry Preferred Securities
      as reflected in the records of the Depositary or, if a Depositary Participant
      is
      not the beneficial owner, then the beneficial owner as reflected in the records
      of the Depositary Participant.




“Paying
      Agent” means any Person authorized by the Administrative Trustees to pay
      Distributions or other amounts in respect of any Trust Securities on behalf
      of
      the Trust.




“Payment
      Account” means a segregated non-interest-bearing corporate trust account
      maintained by the Property Trustee for the benefit of the Holders in which
      all
      amounts paid in respect of the Notes will be held and from which the Property
      Trustee, through the Paying Agent, shall make payments to the Holders in
      accordance with Sections
      3.1 , 4.1 and 4.2 .




“Person”
      means a legal person, including any individual, corporation, estate,
      partnership, joint venture, association, joint stock company, company, limited
      liability company, trust, unincorporated association or government, or any
      agency or political subdivision thereof, or any other entity of whatever
      nature.




“Preferred
      Security” means a preferred security of the Trust, denominated as such and
      representing an undivided beneficial interest in the assets of the Trust, having
      a Liquidation Amount of $1,000 and having the terms provided therefor in this
      Trust Agreement.




“Preferred
      Securities Certificate” means a certificate evidencing ownership of Preferred
      Securities, substantially in the form attached as Exhibit
      C .




“Property
      Trustee” means the Person identified as the “Property Trustee” in the preamble
      to this Trust Agreement, solely in its capacity as Property Trustee of the
      Trust
      and not in its individual capacity, or its successor in interest in such
      capacity, or any successor Property Trustee appointed as herein
      provided.




8




“Purchase
      Agreement” means the Purchase Agreement, dated as of March 30, 2007, executed
      and delivered by the Trust, the Depositor, the Guarantor, and the
      Purchaser.




“Purchaser”
      means UBS Securities LLC, whose address is 1285 Avenue of the Americas, 11th
      Floor, New York, NY 10019, Attention: CDO Group, as purchaser of the Preferred
      Securities pursuant to the Purchase Agreement.




“QIB”
      means a “qualified institutional buyer” as defined in Rule 144A under the
      Securities Act.




“Redemption
      Date” means, with respect to any Trust Security to be redeemed, the date fixed
      for such redemption by or pursuant to this Trust Agreement; provided, that
      each
      Note Redemption Date and the stated maturity (or any date of principal repayment
      upon early maturity) of the Notes shall be a Redemption Date for a Like Amount
      of Trust Securities.




“Redemption
      Price” means, with respect to any Trust Security, the Liquidation Amount of such
      Trust Security, plus accumulated and unpaid Distributions to the Redemption
      Date, plus the related amount of the premium, if any, paid by the Depositor
      upon
      the concurrent redemption or payment at maturity of a Like Amount of
      Notes.




“Reference
      Banks” has the meaning specified in Schedule
      A .




“Responsible
      Officer” means, with respect to the Property Trustee, any Senior Vice President,
      any Vice President, any Assistant Vice President, the Secretary, any Assistant
      Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or
      Assistant Trust Officer or any other officer in the Corporate Trust Office
      of
      the Property Trustee with direct responsibility for the administration of this
      Trust Agreement and also means, with respect to a particular corporate trust
      matter, any other officer of the Property Trustee to whom such matter is
      referred because of that officer’s knowledge of and familiarity with the
      particular subject.




“Securities
      Act” means the Securities Act of 1933, and any successor statute thereto, in
      each case as amended from time to time.




“Securities
      Certificate” means any one of the Common Securities Certificates or the
      Preferred Securities Certificates.




“Securities
      Register” and “Securities Registrar” have the respective meanings specified in Section
      5.7 .




“Special
      Event Redemption Price” has the meaning specified in Section
      11.2 of the
      Indenture.




“Successor
      Securities” has the meaning specified in Section
      9.5(a) .




“Tax
      Event” has the meaning specified in Section
      1.1 of the
      Indenture.




“Trust”
      means the Delaware statutory trust known as “NorthStar Realty Finance Trust
      VII,” which was created on March 26, 2007, under the Delaware Statutory Trust
      Act pursuant to the Original Trust Agreement and the filing of the Certificate
      of Trust, and continued pursuant to this Trust Agreement.




9




“Trust
      Agreement” means this Amended and Restated Trust Agreement, including all
      Schedules and Exhibits (other than Exhibit D), as the same may be modified,
      amended or supplemented from time to time in accordance with the applicable
      provisions hereof.




“Trustees”
      means the Administrative Trustees, the Property Trustee and the Delaware
      Trustee, each as defined in this Article
      I .




“Trust
      Property” means (a) the Notes, (b) any cash on deposit in, or owing to, the
      Payment Account and (c) all proceeds and rights in respect of the foregoing
      and
      any other property and assets for the time being held or deemed to be held
      by
      the Property Trustee pursuant to the trusts of this Trust
      Agreement.




“Trust
      Security” means any one of the Common Securities or the Preferred
      Securities.




ARTICLE
      II.




The
      Trust




SECTION
      2.1.  Name.




The
      trust
      continued hereby shall be known as “NorthStar Realty Finance Trust VII,” as such
      name may be modified from time to time by the Administrative Trustees following
      written notice to the Holders of Trust Securities and the other Trustees, in
      which name the Trustees may conduct the business of the Trust, make and execute
      contracts and other instruments on behalf of the Trust and sue and be
      sued.




SECTION
      2.2.  Office
      of
      the Delaware Trustee; Principal Place of Business.




The
      address of the Delaware Trustee in the State of Delaware is Rodney Square North,
      1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
      Capital Markets, or such other address in the State of Delaware as the Delaware
      Trustee may designate by written notice to the Holders, the Depositor, the
      Guarantor, the Property Trustee and the Administrative Trustees. The principal
      executive office of the Trust is c/o NorthStar Realty Finance Corp., 399 Park
      Avenue, 18 th Floor,
      New York, NY 10022, Attention: Chief Financial Officer, as such address may
      be
      changed from time to time by the Administrative Trustees following written
      notice to the Holders and the other Trustees.




SECTION
      2.3.  Initial
      Contribution of Trust Property; Fees, Costs and Expenses.




The
      Property Trustee acknowledges receipt from the Depositor in connection with
      the
      Original Trust Agreement of the sum of ten dollars ($10), which constituted
      the
      initial Trust Property. The Depositor shall pay all fees, costs and expenses
      of
      the Trust (except with respect to the Trust Securities) as they arise or shall,
      upon request of any Trustee, promptly reimburse such Trustee for any such fees,
      costs and expenses paid by such Trustee. The Depositor shall make no claim
      upon
      the Trust Property for the payment of such fees, costs or expenses.




10




SECTION
      2.4.  Purposes
      of Trust.




(a)  The
      exclusive purposes and functions of the Trust are to (i) issue and sell Trust
      Securities and use the proceeds from such sale to acquire the Notes and (ii)
      engage in only those activities necessary or incidental thereto. The Delaware
      Trustee, the Property Trustee and the Administrative Trustees are trustees
      of
      the Trust, and have all the rights, powers and duties to the extent set forth
      herein. The Trustees hereby acknowledge that they are trustees of the
      Trust.




(b)  So
      long
      as this Trust Agreement remains in effect, the Trust (or the Trustees acting
      on
      behalf of the Trust) shall not undertake any business, activities or transaction
      except as expressly provided herein or contemplated hereby. In particular,
      the
      Trust (or the Trustees acting on behalf of the Trust) shall not (i) acquire
      any
      investments or engage in any activities not authorized by this Trust Agreement,
      (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
      dispose of any of the Trust Property or interests therein, including to Holders,
      except as expressly provided herein, (iii) incur any indebtedness for borrowed
      money or issue any other debt, (iv) take or consent to any action that would
      result in the placement of a Lien on any of the Trust Property, (v) take or
      consent to any action that would reasonably be expected to cause (or, in the
      case of the Property Trustee, to the actual knowledge of a Responsible Officer
      would cause) the Trust to become taxable as a corporation or classified as
      other
      than a grantor trust for United States federal income tax purposes, (vi) take
      or
      consent to any action that would cause (or, in the case of the Property Trustee,
      to the actual knowledge of a Responsible Officer would cause) the Notes to
      be
      treated as other than indebtedness of the Depositor for United States federal
      income tax purposes or (vii) take or consent to any action that would cause
      (or,
      in the case of the Property Trustee, to the actual knowledge of a Responsible
      Officer would cause) the Trust to be deemed to be an “investment company”
required to be registered under the Investment Company Act.




SECTION
      2.5.  Authorization
      to Enter into Certain Transactions.




(a)  The
      Trustees shall conduct the affairs of the Trust in accordance with and subject
      to the terms of this Trust Agreement. In accordance with the following
      provisions (i) and (ii), the Trustees shall have the authority to enter into
      all
      transactions and agreements determined by the Trustees to be appropriate in
      exercising the authority, express or implied, otherwise granted to the Trustees,
      under this Trust Agreement, and to perform all acts in furtherance thereof,
      including the following:




(i)  As
      among
      the Trustees, each Administrative Trustee shall severally have the power,
      authority and authorization to act on behalf of the Trust with respect to the
      following matters:




(A)  the
      issuance and sale of the Trust Securities;




(B)  to
      cause
      the Trust to enter into, and to execute, deliver and perform on behalf of the
      Trust, such agreements, documents, instruments, certificates and other writings
      as may be necessary or desirable in connection with the purposes and function
      of
      the Trust, including, without limitation, a common securities subscription
      agreement and a junior subordinated note subscription agreement and to cause
      the
      Trust to perform under the Purchase Agreement;




11




(C)  assisting
      in the sale of the Preferred Securities in one or more transactions exempt
      from
      registration under the Securities Act, and in compliance with applicable state
      securities or blue sky laws;




(D)  assisting
      in the sending of notices (other than notices of default) and other information
      regarding the Trust Securities and the Notes to the Holders in accordance with
      this Trust Agreement;




(E)  the
      appointment of a successor Paying Agent and Calculation Agent in accordance
      with
      this Trust Agreement;




(F)  execution
      and delivery of the Trust Securities on behalf of the Trust in accordance with
      this Trust Agreement;




(G)  execution
      and delivery of closing certificates, if any, pursuant to the Purchase
      Agreement;




(H)  preparation
      and filing of all applicable tax returns and tax information reports that are
      required to be filed on behalf of the Trust;




(I)  establishing
      a record date with respect to all actions to be taken hereunder that require
      a
      record date to be established, except as provided in Section
      6.10(a) ;




(J)  unless
      otherwise required by the Delaware Statutory Trust Act, to execute on behalf
      of
      the Trust (either acting alone or together with the other Administrative
      Trustees) any documents and other writings that such Administrative Trustee
      has
      the power to execute pursuant to this Trust Agreement; and




(K)  the
      taking of any action incidental to the foregoing as such Administrative Trustee
      may from time to time determine is necessary or advisable to give effect to
      the
      terms of this Trust Agreement.




(ii)  As
      among
      the Trustees, the Property Trustee shall have the power, authority and
      authorization to act on behalf of the Trust with respect to the following
      matters:




(A)  the
      receipt and holding of legal title of the Notes;




(B)  the
      establishment of the Payment Account;




(C)  the
      receipt of interest, principal and any other payments made in respect of the
      Notes and the holding of such amounts in the Payment Account;




12




(D)  the
      distribution through the Paying Agent of amounts distributable to the Holders
      in
      respect of the Trust Securities;




(E)  the
      exercise of all of the rights, powers and privileges of a holder of the Notes
      in
      accordance with the terms of this Trust Agreement;




(F)  the
      sending of notices of default and other information regarding the Trust
      Securities and the Notes to the Holders in accordance with this Trust
      Agreement;




(G)  the
      distribution of the Trust Property in accordance with the terms of this Trust
      Agreement;




(H)  to
      the
      extent provided in this Trust Agreement, the winding up of the affairs of and
      liquidation of the Trust and the preparation, execution and filing of the
      certificate of cancellation of the Trust with the Secretary of State of the
      State of Delaware;




(I)  application
      for a taxpayer identification number for the Trust;




(J)  the
      authentication of the Preferred Securities as provided in this Trust Agreement;
      and




(K)  the
      taking of any action incidental to the foregoing as the Property Trustee may
      from time to time determine is necessary or advisable to give effect to the
      terms of this Trust Agreement and protect and conserve the Trust Property for
      the benefit of the Holders (without consideration of the effect of any such
      action on any particular Holder).




(b)  In
      connection with the issue and sale of the Preferred Securities, the Depositor
      shall have the right and responsibility to assist the Trust with respect to,
      or
      effect on behalf of the Trust, the following (and any actions taken by the
      Depositor in furtherance of the following prior to the date of this Trust
      Agreement are hereby ratified and confirmed in all respects):




(i)  the
      negotiation of the terms of, and the execution and delivery of, the Purchase
      Agreement providing for the sale of the Preferred Securities in one or more
      transactions exempt from registration under the Securities Act, and in
      compliance with applicable state securities or blue sky laws; and




(ii)  the
      taking of any other actions necessary or desirable to carry out any of the
      foregoing activities.




(c)  Notwithstanding
      anything herein to the contrary, the Administrative Trustees are authorized
      and
      directed to conduct the affairs of the Trust and to operate the Trust so that
      the Trust will not be taxable as a corporation or classified as other than
      a
      grantor trust for United States federal income tax purposes, so that the Notes
      will be treated as indebtedness of the Depositor for United States federal
      income tax purposes and so that the Trust will not be deemed to be an
“investment company” required to be registered under the Investment Company Act.
      In this connection, each Administrative Trustee is authorized to take any
      action, not inconsistent with applicable law, the Certificate of Trust or this
      Trust Agreement, that such Administrative Trustee determines in his or her
      discretion to be necessary or desirable for such purposes, as long as such
      action does not adversely affect in any material respect the interests of the
      Holders of the Outstanding Preferred Securities. In no event shall the
      Administrative Trustees be liable to the Trust or the Holders for any failure
      to
      comply with this Section
      2.5 to the
      extent that such failure results solely from a change in law or regulation
      or in
      the interpretation thereof.




13




(d)  Any
      action taken by a Trustee in accordance with its powers shall constitute the
      act
      of and serve to bind the Trust. In dealing with any Trustee acting on behalf
      of
      the Trust, no Person shall be required to inquire into the authority of such
      Trustee to bind the Trust. Persons dealing with the Trust are entitled to rely
      conclusively on the power and authority of any Trustee as set forth in this
      Trust Agreement.




SECTION
      2.6.  Assets
      of
      Trust.




The
      assets of the Trust shall consist of the Trust Property.




SECTION
      2.7.  Title
      to
      Trust Property.




(a)  Legal
      title to all Trust Property shall be vested at all times in the Property Trustee
      and shall be held and administered by the Property Trustee in trust for the
      benefit of the Trust and the Holders in accordance with this Trust
      Agreement.




(b)  The
      Holders shall not have any right or title to the Trust Property other than
      the
      undivided beneficial interest in the assets of the Trust conferred by their
      Trust Securities and they shall have no right to call for any partition or
      division of property, profits or rights of the Trust except as described below.
      The Trust Securities shall be personal property giving only the rights
      specifically set forth therein and in this Trust Agreement.




ARTICLE
      III.




Payment
      Account; Paying Agents




SECTION
      3.1.  Payment
      Account.




(a)  On
      or
      prior to the Closing Date, the Property Trustee shall establish the Payment
      Account. The Property Trustee and the Paying Agent shall have exclusive control
      and sole right of withdrawal with respect to the Payment Account for the purpose
      of making deposits in and withdrawals from the Payment Account in accordance
      with this Trust Agreement. All monies and other property deposited or held
      from
      time to time in the Payment Account shall be held by the Property Trustee in
      the
      Payment Account for the exclusive benefit of the Holders and for Distribution
      as
      herein provided.




(b)  The
      Property Trustee shall deposit in the Payment Account, promptly upon receipt,
      all payments of principal of or interest on, and any other payments with respect
      to, the Notes. Amounts held in the Payment Account shall not be invested by
      the
      Property Trustee pending distribution thereof.




14




SECTION
      3.2.  Appointment
      of Paying Agents.




The
      Property Trustee is appointed as the initial Paying Agent and hereby accepts
      such appointment. The Paying Agent shall make Distributions to Holders from
      the
      Payment Account and shall report the amounts of such Distributions to the
      Property Trustee and the Administrative Trustees. Any Paying Agent shall have
      the revocable power to withdraw funds from the Payment Account solely for the
      purpose of making the Distributions referred to above. The Administrative
      Trustees may revoke such power and remove the Paying Agent in their sole
      discretion. Any Person acting as Paying Agent shall be permitted to resign
      as
      Paying Agent upon thirty (30) days’ written notice to the Administrative
      Trustees and the Property Trustee. If the Property Trustee shall no longer
      be
      the Paying Agent or a successor Paying Agent shall resign or its authority
      to
      act be revoked, the Administrative Trustees shall appoint a successor (which
      shall be a bank or trust company) to act as Paying Agent. Such successor Paying
      Agent appointed by the Administrative Trustees shall execute and deliver to
      the
      Trustees an instrument in which such successor Paying Agent shall agree with
      the
      Trustees that as Paying Agent, such successor Paying Agent will hold all sums,
      if any, held by it for payment to the Holders in trust for the benefit of the
      Holders entitled thereto until such sums shall be paid to such Holders. The
      Paying Agent shall return all unclaimed funds to the Property Trustee and upon
      removal of a Paying Agent such Paying Agent shall also return all funds in
      its
      possession to the Property Trustee. The provisions of Article
      VIII shall
      apply to the Property Trustee also in its role as Paying Agent, for so long
      as
      the Property Trustee shall act as Paying Agent and, to the extent applicable,
      to
      any other Paying Agent appointed hereunder. Any reference in this Trust
      Agreement to the Paying Agent shall include any co-paying agent unless the
      context requires otherwise.




ARTICLE
      IV.




Distributions;
      Redemption




SECTION
      4.1.  Distributions.




(a)  The
      Trust
      Securities represent undivided beneficial interests in the Trust Property,
      and
      Distributions (including any Additional Interest Amounts) will be made on the
      Trust Securities at the rate and on the dates that payments of interest
      (including any Additional Interest) are made on the Notes.
      Accordingly:




(i)  Distributions
      on the Trust Securities shall be cumulative, and shall accumulate whether or
      not
      there are funds of the Trust available for the payment of Distributions.
      Distributions shall accumulate from March 30, 2007, and, except as provided
      in
      clause (ii) below, shall be payable quarterly in arrears on January
      30 th ,
      April
      30 th ,
      July
      30 th and
      October 30 th of each
      year, commencing on July 30, 2007. If any date on which a Distribution is
      otherwise payable on the Trust Securities is not a Business Day, then the
      payment of such Distribution shall be made on the next succeeding Business
      Day
      (and no interest shall accrue in respect of the amounts whose payment is so
      delayed for the period from and after each such date until the next succeeding
      Business Day), except that, if such Business Day falls in the next succeeding
      calendar year, such payment shall be made on the immediately preceding Business
      Day, in each case, with the same force and effect as if made on such date (each
      date on which Distributions are payable in accordance with this Section
      4.1(a)(i), a “Distribution Date”);




15




(ii)  Distributions
      shall accumulate in respect of the Trust Securities at a variable rate per
      annum, reset quarterly, equal to LIBOR plus the Margin (as defined in the
      Indenture) of the Liquidation Amount of the Trust Securities, such rate being
      the rate of interest payable on the Notes. LIBOR shall be determined by the
      Calculation Agent in accordance with Schedule
      A .
      The
      amount of Distributions payable for any Distribution period shall be computed
      and paid on the basis of a 360-day year and the actual number of days elapsed
      in
      the relevant Distribution period. The amount of Distributions payable for any
      period shall include any Additional Interest Amounts in respect of such period;
      and




(iii)  Distributions
      on the Trust Securities shall be made by the Paying Agent from the Payment
      Account and shall be payable on each Distribution Date only to the extent that
      the Trust has funds then on hand and available in the Payment Account for the
      payment of such Distributions.




(b)  Distributions
      on the Trust Securities with respect to a Distribution Date shall be payable
      to
      the Holders thereof as they appear on the Securities Register for the Trust
      Securities at the close of business on the relevant record date, which shall
      be
      at the close of business on the fifteenth day (whether or not a Business Day)
      preceding the relevant Distribution Date. Distributions payable on any Trust
      Securities that are not punctually paid on any Distribution Date as a result
      of
      the Depositor having failed to make an interest payment under the Notes will
      cease to be payable to the Person in whose name such Trust Securities are
      registered on the relevant record date, and such defaulted Distributions and
      any
      Additional Interest Amounts will instead be payable to the Person in whose
      name
      such Trust Securities are registered on the special record date, or other
      specified date for determining Holders entitled to such defaulted Distribution
      and Additional Interest Amount, established in the same manner, and on the
      same
      date, as such is established with respect to the Notes under the
      Indenture.




(c)  As
      a
      condition to the payment of any principal of or interest on the Trust Securities
      without the imposition of withholding tax, the Administrative Trustees shall
      require the previous delivery of properly completed and signed applicable U.S.
      federal income tax certifications (generally, an Internal Revenue Service Form
      W-9 (or applicable successor form) in the case of a person that is a “United
      States person” within the meaning of Section 7701(a)(30) of the Code or an
      Internal Revenue Service Form W-8 (or applicable successor form) in the case
      of
      a person that is not a “United States person” within the meaning of Section
      7701(a)(30) of the Code) and any other certification acceptable to it to enable
      the Paying Agent to determine its duties and liabilities with respect to any
      taxes or other charges that it may be required to pay, deduct or withhold in
      respect of such Trust Securities.




SECTION
      4.2.  Redemption.




(a)  On
      each
      Note Redemption Date and on the stated maturity (or any date of principal
      repayment upon early maturity) of the Notes and on each other date on (or in
      respect of) which any principal on the Notes is repaid, the Trust will be
      required to redeem a Like Amount of Trust Securities at the Redemption
      Price.




16




(b)  Notice
      of
      redemption shall be given by the Property Trustee by first-class mail, postage
      prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior
      to
      the Redemption Date to each Holder of Trust Securities to be redeemed, at such
      Holder’s address appearing in the Securities Register. All notices of redemption
      shall state:




(i)  the
      Redemption Date;




(ii)  the
      Redemption Price or, if the Redemption Price cannot be calculated prior to
      the
      time the notice is required to be sent, the estimate of the Redemption Price
      provided pursuant to the Indenture, as calculated by the Depositor, together
      with a statement that it is an estimate and that the actual Redemption Price
      will be calculated by the Calculation Agent on the fifth Business Day prior
      to
      the Redemption Date (and if an estimate is provided, a further notice shall
      be
      sent of the actual Redemption Price on the date that such Redemption Price
      is
      calculated);




(iii)  if
      less
      than all the Outstanding Trust Securities are to be redeemed, the identification
      (and, in the case of partial redemption, the respective Liquidation Amounts)
      and
      Liquidation Amounts of the particular Trust Securities to be
      redeemed;




(iv)  that
      on
      the Redemption Date, the Redemption Price will become due and payable upon
      each
      such Trust Security, or portion thereof, to be redeemed and that Distributions
      thereon will cease to accumulate on such Trust Security or such portion, as
      the
      case may be, on and after said date, except as provided in Section
      4.2(d) ;




(v)  the
      place
      or places where the Trust Securities are to be surrendered for the payment
      of
      the Redemption Price; and




(vi)  such
      other provisions as the Property Trustee deems relevant.




(c)  The
      Trust
      Securities (or portion thereof) redeemed on each Redemption Date shall be
      redeemed at the Redemption Price with the proceeds from the contemporaneous
      redemption or payment at maturity of Notes. Redemptions of the Trust Securities
      (or portion thereof) shall be made and the Redemption Price shall be payable
      on
      each Redemption Date only to the extent that the Trust has funds then on hand
      and available in the Payment Account for the payment of such Redemption Price.
      Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
      Payment Date, at the Depositor’s option, on or after the earlier to occur of (i)
      a Change of Control Event (as defined in the Indenture) or (ii) April 30, 2012,
      in whole or in part, from time to time at a redemption price equal to one
      hundred percent (100%) of the principal amount thereof, together, in the case
      of
      any such redemption, with accrued interest, including any Additional Interest,
      to but excluding the date fixed for redemption (the “Indenture Redemption
      Price”). The Notes may also be redeemed by the Depositor, at its option, in
      whole but not in part, upon the occurrence of an Investment Company Event or
      a
      Tax Event at the Special Event Redemption Price (as set forth in the
      Indenture).




17




(d)  If
      the
      Property Trustee gives a notice of redemption in respect of any Preferred
      Securities, then by 10:00 A.M., New York City time, on the Redemption Date,
      the
      Depositor shall deposit sufficient funds with the Property Trustee to pay the
      Redemption Price. If such deposit has been made by such time, then by 12:00
      noon, New York City time, on the Redemption Date, the Property Trustee will,
      with respect to Book-Entry Preferred Securities, irrevocably deposit with the
      Depositary for such Book-Entry Preferred Securities, to the extent available
      therefor, funds sufficient to pay the applicable Redemption Price and will
      give
      such Depositary irrevocable instructions and authority to pay the Redemption
      Price to the Holders of the Preferred Securities. With respect to Preferred
      Securities that are not Book-Entry Preferred Securities, the Property Trustee
      will irrevocably deposit with the Paying Agent, to the extent available
      therefor, funds sufficient to pay the applicable Redemption Price and will
      give
      the Paying Agent irrevocable instructions and authority to pay the Redemption
      Price to the Holders of the Preferred Securities upon surrender of their
      Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
      payable on or prior to the Redemption Date for any Trust Securities (or portion
      thereof) called for redemption shall be payable to the Holders of such Trust
      Securities as they appear on the Securities Register on the relevant record
      dates for the related Distribution Dates. If notice of redemption shall have
      been given and funds deposited as required, then upon the date of such deposit,
      all rights of Holders holding Trust Securities (or portion thereof) so called
      for redemption will cease, except the right of such Holders to receive the
      Redemption Price and any Distribution payable in respect of the Trust Securities
      on or prior to the Redemption Date, but without interest, and, in the case
      of a
      partial redemption, the right of such Holders to receive a new Trust Security
      or
      Securities of authorized denominations, in aggregate Liquidation Amount equal
      to
      the unredeemed portion of such Trust Security or Securities, and such Securities
      (or portion thereof) called for redemption will cease to be Outstanding. In
      the
      event that any date on which any Redemption Price is payable is not a Business
      Day, then payment of the Redemption Price payable on such date will be made
      on
      the next succeeding Business Day (and no interest shall accrue in respect of
      the
      amounts whose payment is so delayed for the period from and after each such
      date
      until the next succeeding Business Day), except that, if such Business Day
      falls
      in the next succeeding calendar year, such payment shall be made on the
      immediately preceding Business Day, in each case, with the same force and effect
      as if made on such date. In the event that payment of the Redemption Price
      in
      respect of any Trust Securities (or portion thereof) called for redemption
      is
      improperly withheld or refused and not paid either by the Trust or by the
      Depositor or the Guarantor pursuant to the Indenture, Distributions on such
      Trust Securities (or portion thereof) will continue to accumulate, as set forth
      in Section
      4.1 ,
      from
      the Redemption Date originally established by the Trust for such Trust
      Securities(or portion thereof) to the date such Redemption Price is actually
      paid, in which case the actual payment date will be the date fixed for
      redemption for purposes of calculating the Redemption Price.




(e)  Subject
      to Section
      4.3 (a),
      if
      less than all the Outstanding Trust Securities are to be redeemed on a
      Redemption Date, then the aggregate Liquidation Amount of Trust Securities
      to be
      redeemed shall be allocated pro rata to the Common Securities and the Preferred
      Securities based upon the relative aggregate Liquidation Amounts of the Common
      Securities and the Preferred Securities. The Preferred Securities to be redeemed
      shall be selected on a pro rata basis based upon their respective Liquidation
      Amounts not more than sixty (60) days prior to the Redemption Date by the
      Property Trustee from the Outstanding Preferred Securities not previously called
      for redemption; provided, however, that with respect to Holders that would
      be
      required to hold less than one hundred (100) but more than zero (0) Trust
      Securities as a result of such redemption, the Trust shall redeem Trust
      Securities of each such Holder so that after such redemption such Holder shall
      hold either one hundred (100) Trust Securities or such Holder no longer holds
      any Trust Securities, and shall use such method (including, without limitation,
      by lot) as the Trust shall deem fair and appropriate; and provided, further,
      that so long as the Preferred Securities are Book-Entry Preferred Securities,
      such selection shall be made in accordance with the Applicable Depositary
      Procedures for the Preferred Securities by such Depositary. The Property Trustee
      shall promptly notify the Securities Registrar in writing of the Preferred
      Securities (or portion thereof) selected for redemption and, in the case of
      any
      Preferred Securities selected for partial redemption, the Liquidation Amount
      thereof to be redeemed. For all purposes of this Trust Agreement, unless the
      context otherwise requires, all provisions relating to the redemption of
      Preferred Securities shall relate, in the case of any Preferred Securities
      redeemed or to be redeemed only in part, to the portion of the aggregate
      Liquidation Amount of Preferred Securities that has been or is to be
      redeemed.




18




(f)  The
      Trust
      in issuing the Trust Securities may use “CUSIP” numbers (if then generally in
      use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the
      Trust Securities in notices of redemption and related materials as a convenience
      to Holders; provided, that any such notice may state that no representation
      is
      made as to the correctness of such numbers either as printed on the Trust
      Securities or as contained in any notice of redemption and related
      materials.




SECTION
      4.3.  Subordination
      of Common Securities.




(a)  Payment
      of Distributions (including any Additional Interest Amounts) on, the Redemption
      Price of and the Liquidation Distribution in respect of, the Trust Securities,
      as applicable, shall be made, pro rata among the Common Securities and the
      Preferred Securities based on the Liquidation Amount of the respective Trust
      Securities; provided, that if on any Distribution Date, Redemption Date or
      Liquidation Date an Event of Default shall have occurred and be continuing,
      no
      payment of any Distribution (including any Additional Interest Amounts) on,
      Redemption Price of or Liquidation Distribution in respect of, any Common
      Security, and no other payment on account of the redemption, liquidation or
      other acquisition of Common Securities, shall be made unless payment in full
      in
      cash of all accumulated and unpaid Distributions (including any Additional
      Interest Amounts) on all Outstanding Preferred Securities for all Distribution
      periods terminating on or prior thereto, or in the case of payment of the
      Redemption Price the full amount of such Redemption Price on all Outstanding
      Preferred Securities then called for redemption, or in the case of payment
      of
      the Liquidation Distribution the full amount of such Liquidation Distribution
      on
      all Outstanding Preferred Securities, shall have been made or provided for,
      and
      all funds immediately available to the Property Trustee shall first be applied
      to the payment in full in cash of all Distributions (including any Additional
      Interest Amounts) on, or the Redemption Price of or the Liquidation Distribution
      in respect of, the Preferred Securities then due and payable.




(b)  In
      the
      case of the occurrence of any Event of Default, the Holders of the Common
      Securities shall have no right to act with respect to any such Event of Default
      under this Trust Agreement until all such Events of Default with respect to
      the
      Preferred Securities have been cured, waived or otherwise eliminated. Until
      all
      such Events of Default under this Trust Agreement with respect to the Preferred
      Securities have been so cured, waived or otherwise eliminated, the Property
      Trustee shall act solely on behalf of the Holders of the Preferred Securities
      and not on behalf of the Holders of the Common Securities, and only the Holders
      of all the Preferred Securities will have the right to direct the Property
      Trustee to act on their behalf.




19




SECTION
      4.4.  Payment
      Procedures.




Payments
      of Distributions (including any Additional Interest Amounts), the Redemption
      Price, Liquidation Amount or any other amounts in respect of the Preferred
      Securities shall be made by wire transfer at such place and to such account
      at a
      banking institution in the United States as may be designated in writing at
      least ten (10) Business Days prior to the date for payment by the Person
      entitled thereto unless proper written transfer instructions have not been
      received by the relevant record date, in which case such payments shall be
      made
      by check mailed to the address of such Person as such address shall appear
      in
      the Securities Register. If any Preferred Securities are held by a Depositary,
      such Distributions thereon shall be made to the Depositary in immediately
      available funds. Payments in respect of the Common Securities shall be made
      in
      such manner as shall be mutually agreed between the Property Trustee and the
      Holder of all the Common Securities.




SECTION
      4.5.  Withholding
      Tax.




The
      Trust
      and the Administrative Trustees shall comply with all withholding and backup
      withholding tax requirements under United States federal, state and local law.
      The Administrative Trustees on behalf of the Trust shall request, and the
      Holders shall provide to the Trust, such forms or certificates as are necessary
      to establish an exemption from withholding and backup withholding tax with
      respect to each Holder and any representations and forms as shall reasonably
      be
      requested by the Administrative Trustees on behalf of the Trust to assist it
      in
      determining the extent of, and in fulfilling, its withholding and backup
      withholding tax obligations. The Administrative Trustees shall file required
      forms with applicable jurisdictions and, unless an exemption from withholding
      and backup withholding tax is properly established by a Holder, shall remit
      amounts withheld with respect to the Holder to applicable jurisdictions. To
      the
      extent that the Trust is required to withhold and pay over any amounts to any
      jurisdiction with respect to Distributions or allocations to any Holder, the
      amount withheld shall be deemed to be a Distribution in the amount of the
      withholding to the Holder. In the event of any claimed overwithholding, Holders
      shall be limited to an action against the applicable jurisdiction. If the amount
      required to be withheld was not withheld from actual Distributions made, the
      Administrative Trustees on behalf of the Trust may reduce subsequent
      Distributions by the amount of such required withholding.




SECTION
      4.6.  Tax
      Returns and Other Reports.




(a)  The
      Administrative Trustees shall prepare (or cause to be prepared) at the principal
      office of the Trust in the United States, as defined for purposes of Treasury
      regulations section 301.7701-7, at the Depositor’s expense, and file, all United
      States federal, state and local tax and information returns and reports required
      to be filed by or in respect of the Trust. The Administrative Trustees shall
      prepare at the principal office of the Trust in the United States, as defined
      for purposes of Treasury regulations section 301.7701-7, and furnish (or cause
      to be prepared and furnished), by January 31 in each taxable year of the Trust
      to each Holder all Internal Revenue Service forms and returns required to be
      provided by the Trust. The Administrative Trustees shall provide the Depositor
      and the Property Trustee with a copy of all such returns and reports promptly
      after such filing or furnishing.




20




SECTION
      4.7.  Payment
      of Taxes, Duties, Etc. of the Trust.




Upon
      receipt under the Notes of Additional Tax Sums and upon the written direction
      of
      the Administrative Trustees, the Property Trustee shall promptly pay, solely
      out
      of monies on deposit pursuant to this Trust Agreement, any Additional Taxes
      imposed on the Trust by the United States or any other taxing
      authority.




SECTION
      4.8.  Payments
      under Indenture or Pursuant to Direct Actions.




Any
      amount payable hereunder to any Holder of Preferred Securities shall be reduced
      by the amount of any corresponding payment such Holder (or any Owner with
      respect thereto) has directly received pursuant to Section
      5.8 of the
      Indenture or Section
      6.10(b) of this
      Trust Agreement.




SECTION
      4.9.  Exchanges.




(a)  If
      at any
      time the Depositor or any of its Affiliates (in either case, a “Depositor
      Affiliate”) is the Owner or Holder of any Preferred Securities, such Depositor
      Affiliate shall have the right to deliver to the Property Trustee all or such
      portion of its Preferred Securities as it elects and, subject to compliance
      with
      Sections 2.2 and 3.5 of the Indenture, receive, in exchange therefor, a Like
      Amount of Notes. Such election (i) shall be exercisable effective on any
      Distribution Date by such Depositor Affiliate delivering to the Property Trustee
      a written notice of such election specifying the Liquidation Amount of Preferred
      Securities with respect to which such election is being made and the
      Distribution Date on which such exchange shall occur, which Distribution Date
      shall be not less than ten (10) Business Days after the date of receipt by
      the
      Property Trustee of such election notice and (ii) shall be conditioned upon
      such
      Depositor Affiliate having delivered or caused to be delivered to the Property
      Trustee or its designee the Preferred Securities that are the subject of such
      election by 10:00 A.M. New York time, on the Distribution Date on which such
      exchange is to occur. After the exchange, such Preferred Securities will be
      canceled and will no longer be deemed to be Outstanding and all rights of the
      Depositor Affiliate with respect to such Preferred Securities will
      cease.




(b)  In
      the
      case of an exchange described in Section
      4.9(a) ,
      the
      Property Trustee on behalf of the Trust will, on the date of such exchange,
      exchange Notes having a principal amount equal to a proportional amount of
      the
      aggregate Liquidation Amount of the Outstanding Common Securities, based on
      the
      ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged
      pursuant to Section
      4.9(a) divided
      by the aggregate Liquidation Amount of the Preferred Securities Outstanding
      immediately prior to such exchange, for such proportional amount of Common
      Securities held by the Depositor (which contemporaneously shall be canceled
      and
      no longer be deemed to be Outstanding); provided, that the Depositor delivers
      or
      causes to be delivered to the Property Trustee or its designee the required
      amount of Common Securities to be exchanged by 10:00 A.M. New York time, on
      the
      Distribution Date on which such exchange is to occur.




21




SECTION
      4.10.  Calculation
      Agent.




(a)  The
      Property Trustee shall initially, and, subject to the immediately following
      sentence, for so long as it holds any of the Notes, be the Calculation Agent
      for
      purposes of determining LIBOR for each Distribution Date. The Calculation Agent
      may be removed by the Administrative Trustees at any time. If the Calculation
      Agent is unable or unwilling to act as such or is removed by the Administrative
      Trustees, the Administrative Trustees will promptly appoint as a replacement
      Calculation Agent the London office of a leading bank which is engaged in
      transactions in three-month U.S. dollar deposits in Europe and which does not
      control or is not controlled by or under common control with the Administrative
      Trustees or their Affiliates. The Calculation Agent may not resign its duties
      without a successor having been duly appointed.




(b)  The
      Calculation Agent shall be required to agree that, as soon as possible after
      11:00 a.m. (London time) on each LIBOR Determination Date, but in no event
      later
      than 11:00 a.m. (London time) on the Business Day immediately following each
      LIBOR Determination Date, the Calculation Agent will calculate the interest
      rate
      and dollar amount (rounded to the nearest cent, with half a cent being rounded
      upwards) for the related Distribution Date, and will communicate such rate
      and
      amount to the Depositor, the Property Trustee, each Paying Agent and the
      Depositary. The Calculation Agent will also specify to the Administrative
      Trustees the quotations upon which the foregoing rates and amounts are based
      and, in any event, the Calculation Agent shall notify the Administrative
      Trustees before 5:00 p.m. (London time) on each LIBOR Determination Date that
      either: (i) it has determined or is in the process of determining the foregoing
      rates and amounts or (ii) it has not determined and is not in the process of
      determining the foregoing rates and amounts, together with its reasons therefor.
      The Calculation Agent’s determination of the foregoing rates and amounts for any
      Distribution Date will (in the absence of manifest error) be final and binding
      upon all parties. For the sole purpose of calculating the interest rate for
      the
      Trust Securities, “Business Day” shall be defined as any day on which dealings
      in deposits in Dollars are transacted in the London interbank
      market.




SECTION
      4.11.  Certain
      Accounting Matters.




(a)  At
      all
      times during the existence of the Trust, the Administrative Trustees shall
      keep,
      or cause to be kept at the principal office of the Trust in the United States,
      as defined for purposes of Treasury Regulations section 301.7701-7, full books
      of account, records and supporting documents, which shall reflect in reasonable
      detail each transaction of the Trust. The books of account shall be maintained
      on the accrual method of accounting, in accordance with generally accepted
      accounting principles, consistently applied.




(b)  The
      Administrative Trustees shall either (i) if the Depositor is then subject to
      such reporting requirements, cause each Form 10-K and Form 10-Q prepared by
      the
      Depositor and filed with the Commission in accordance with the Exchange Act
      to
      be delivered to each Holder, with a copy to the Property Trustee, within thirty
      (30) days after the filing thereof or (ii) cause to be prepared at the principal
      office of the Trust in the United States, as defined for purposes of Treasury
      Regulations section 301.7701-7, and delivered to each of the Holders, with
      a
      copy to the Property Trustee, within ninety (90) days after the end of each
      Fiscal Year, annual financial statements of the Trust, including a balance
      sheet
      of the Trust as of the end of such Fiscal Year, and the related statements
      of
      income or loss.




22




(c)  The
      Trust
      shall maintain one or more bank accounts in the United States, as defined for
      purposes of Treasury Regulations section 301.7701-7, in the name and for the
      sole benefit of the Trust; provided , however ,
      that
      all payments of funds in respect of the Notes held by the Property Trustee
      shall
      be made directly to the Payment Account and no other funds of the Trust shall
      be
      deposited in the Payment Account. The sole signatories for such accounts
      (including the Payment Account) shall be designated by the Property
      Trustee.




ARTICLE
      V.




Securities




SECTION
      5.1.  Initial
      Ownership.




Upon
      the
      creation of the Trust and the contribution by the Depositor referred to in Section
      2.3 and
      until the issuance of the Trust Securities, and at any time during which no
      Trust Securities are Outstanding, the Depositor shall be the sole beneficial
      owner of the Trust.




SECTION
      5.2.  Authorized
      Trust Securities.




The
      Trust
      shall be authorized to issue one series of Preferred Securities having an
      aggregate Liquidation Amount of thirty-seven million five hundred thousand
      dollars ($37,500,000) and one series of Common Securities having an aggregate
      Liquidation Amount of one hundred thousand dollars ($100,000).




SECTION
      5.3.  Issuance
      of the Common Securities; Subscription and Purchase of Notes.




On
      the
      Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute
      and deliver to the Depositor Common Securities Certificates, registered in
      the
      name of the Depositor, evidencing an aggregate of 100 Common Securities having
      an aggregate Liquidation Amount of one hundred thousand dollars ($100,000),
      against receipt by the Trust of the aggregate purchase price of such Common
      Securities of one hundred thousand dollars ($100,000). Contemporaneously
      therewith and with the sale by the Trust to the Holders of an aggregate of
      thirty-seven thousand five hundred (37,500) Preferred Securities having an
      aggregate Liquidation Amount of thirty-seven million five hundred thousand
      dollars ($37,500,000), an Administrative Trustee, on behalf of the Trust, shall
      subscribe for and purchase from the Depositor Notes, to be registered in the
      name of the Property Trustee on behalf of the Trust and having an aggregate
      principal amount equal to thirty-seven million six hundred thousand dollars
      ($37,600,000), and, in satisfaction of the purchase price for such Notes, the
      Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
      sum
      of thirty-seven million six hundred thousand dollars ($37,600,000) (being the
      aggregate amount paid by the Holders for the Preferred Securities and the amount
      paid by the Depositor for the Common Securities).




23




SECTION
      5.4.  The
      Securities Certificates.




(a)  The
      Preferred Securities Certificates shall be issued in minimum denominations
      of
      one hundred thousand dollars ($100,000) Liquidation Amount and integral
      multiples of one thousand dollars ($1,000) in excess thereof, and the Common
      Securities Certificates shall be issued in minimum denominations of ten thousand
      dollars ($10,000) Liquidation Amount and integral multiples of one thousand
      dollars ($1,000) in excess thereof. The Securities Certificates shall be
      executed on behalf of the Trust by manual or facsimile signature of at least
      one
      Administrative Trustee. Securities Certificates bearing the signatures of
      individuals who were, at the time when such signatures shall have been affixed,
      authorized to sign such Securities Certificates on behalf of the Trust shall
      be
      validly issued and entitled to the benefits of this Trust Agreement,
      notwithstanding that such individuals or any of them shall have ceased to be
      so
      authorized prior to the delivery of such Securities Certificates or did not
      have
      such authority at the date of delivery of such Securities
      Certificates.




(b)  On
      the
      Closing Date, upon the written order of an authorized officer of the Depositor,
      the Administrative Trustees shall cause Securities Certificates to be executed
      on behalf of the Trust and delivered, without further corporate action by the
      Depositor, in authorized denominations.




(c)  Preferred
      Securities issued on the Closing Date to QIBs shall be issued as directed by
      the
      Purchaser on or prior to the Closing Date, either (i) in the form of one or
      more
      Global Preferred Securities Certificates or (ii) in the form of one or more
      Definitive Preferred Securities Certificates. Global Preferred Securities shall
      be, except as provided in Section 5.6 ,
      Book-Entry Preferred Securities issued in the form of one or more Global
      Preferred Securities registered in the name of the Depositary, or its nominee
      and deposited with the Depositary or the Property Trustee as custodian for
      the
      Depositary for credit by the Depositary to the respective accounts of the
      Depositary Participants thereof (or such other accounts as they may direct).
      The
      Preferred Securities issued to a Person other than a QIB shall be issued in
      the
      form of Definitive Preferred Securities Certificates.




(d)  A
      Preferred Security shall not be valid until authenticated by the manual
      signature of a Responsible Officer of the Property Trustee. Such signature
      shall
      be conclusive evidence that the Preferred Security has been authenticated under
      this Trust Agreement. Upon written order of the Trust signed by one
      Administrative Trustee, the Property Trustee shall authenticate and deliver
      one
      or more Preferred Security Certificates evidencing the Preferred Securities
      for
      original issue. The Property Trustee may appoint an authenticating agent that
      is
      a U.S. Person acceptable to the Trust to authenticate the Preferred Securities.
      A Common Security need not be so authenticated and shall be valid upon execution
      by one or more Administrative Trustees. The form of this certificate of
      authentication can be found in Section 5.13 .




(e)  Upon
      issuance of the Trust Securities as provided in this Trust Agreement, the Trust
      Securities so issued shall be deemed to be validly issued, fully paid and
      nonassessable, and each Holder thereof shall be entitled to the benefits
      provided by this Trust Agreement.




24




SECTION
      5.5.  Rights
      of
      Holders.




The
      Trust
      Securities shall have no, and the issuance of the Trust Securities is not
      subject to, preemptive or similar rights and when issued and delivered to
      Holders against payment of the purchase price therefor will be fully paid and
      non-assessable by the Trust. Except as provided in Section
      5.11(b) ,
      the
      Holders of the Trust Securities, in their capacities as such, shall be entitled
      to the same limitation of personal liability extended to stockholders of private
      corporations for profit organized under the General Corporation Law of the
      State
      of Delaware.




SECTION
      5.6.  Book-Entry
      Preferred Securities.




(a)  A
      Global
      Preferred Security may be exchanged, in whole or in part, for Definitive
      Preferred Securities Certificates registered in the names of the Owners only
      if
      such exchange complies with Section
      5.7 and (i)
      the Depositary advises the Administrative Trustees and the Property Trustee
      in
      writing that the Depositary is no longer willing or able properly to discharge
      its responsibilities with respect to the Global Preferred Security, and no
      qualified successor is appointed by the Administrative Trustees within ninety
      (90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing
      agency registered under the Exchange Act and the Administrative Trustees fail
      to
      appoint a qualified successor within ninety (90) days of obtaining knowledge
      of
      such event, (iii) the Administrative Trustees at their option advise the
      Property Trustee in writing that the Trust elects to terminate the book-entry
      system through the Depositary or (iv) a Note Event of Default has occurred
      and
      is continuing. Upon the occurrence of any event specified in clause (i), (ii),
      (iii) or (iv) above, the Administrative Trustees shall notify the Depositary
      and
      instruct the Depositary to notify all Owners of Book-Entry Preferred Securities,
      the Delaware Trustee and the Property Trustee of the occurrence of such event
      and of the availability of the Definitive Preferred Securities Certificates
      to
      Owners of the Preferred Securities requesting the same. Upon the issuance of
      Definitive Preferred Securities Certificates, the Trustees shall recognize
      the
      Holders of the Definitive Preferred Securities Certificates as Holders.
      Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global
      Preferred Security wishes at any time to transfer an interest in such Global
      Preferred Security to a Person other than a QIB, such transfer shall be
      effected, subject to the Applicable Depositary Procedures, in accordance with
      the provisions of this Section
      5.6 and Section
      5.7 ,
      and the
      transferee shall receive a Definitive Preferred Securities Certificate in
      connection with such transfer. A holder of a Definitive Preferred Securities
      Certificate that is a QIB may, upon request, and in accordance with the
      provisions of this Section
      5.6 and Section
      5.7 ,
      exchange such Definitive Preferred Securities Certificate for a beneficial
      interest in a Global Preferred Security.




(b)  If
      any
      Global Preferred Security is to be exchanged for Definitive Preferred Securities
      Certificates or canceled in part, or if any Definitive Preferred Securities
      Certificate is to be exchanged in whole or in part for any Global Preferred
      Security, then either (i) such Global Preferred Security shall be so surrendered
      for exchange or cancellation as provided in this Article V or (ii)
      the aggregate Liquidation Amount represented by such Global Preferred Security
      shall be reduced, subject to Section
      5.4 ,
      or
      increased by an amount equal to the Liquidation Amount represented by that
      portion of the Global Preferred Security to be so exchanged or canceled, or
      equal to the Liquidation Amount represented by such Definitive Preferred
      Securities Certificates to be so exchanged for any Global Preferred Security,
      as
      the case may be, by means of an appropriate adjustment made on the records
      of
      the Securities Registrar, whereupon the Property Trustee, in accordance with
      the
      Applicable Depositary Procedures, shall instruct the Depositary or its
      authorized representative to make a corresponding adjustment to its records.
      Upon any such surrender to the Administrative Trustees or the Securities
      Registrar of any Global Preferred Security or Securities by the Depositary,
      accompanied by registration instructions, the Administrative Trustees, or any
      one of them, shall execute the Definitive Preferred Securities Certificates
      in
      accordance with the instructions of the Depositary, and the Property Trustee,
      upon receipt thereof, shall authenticate and deliver such Definitive Preferred
      Securities Certificates. None of the Securities Registrar or the Trustees shall
      be liable for any delay in delivery of such instructions and may conclusively
      rely on, and shall be fully protected in relying on, such
      instructions.




25




(c)  Every
      Securities Certificate executed and delivered upon registration of transfer
      of,
      or in exchange for or in lieu of, a Global Preferred Security or any portion
      thereof shall be executed and delivered in the form of, and shall be, a Global
      Preferred Security, unless such Securities Certificate is registered in the
      name
      of a Person other than the Depositary for such Global Preferred Security or
      a
      nominee thereof.




(d)  The
      Depositary or its nominee, as registered owner of a Global Preferred Security,
      shall be the Holder of such Global Preferred Security for all purposes under
      this Trust Agreement and the Global Preferred Security, and Owners with respect
      to a Global Preferred Security shall hold such interests pursuant to the
      Applicable Depositary Procedures. The Securities Registrar and the Trustees
      shall be entitled to deal with the Depositary for all purposes of this Trust
      Agreement relating to the Global Preferred Securities (including the payment
      of
      the Liquidation Amount of and Distributions on the Book-Entry Preferred
      Securities represented thereby and the giving of instructions or directions
      by
      Owners of Book-Entry Preferred Securities represented thereby and the giving
      of
      notices) as the sole Holder of the Book-Entry Preferred Securities represented
      thereby and shall have no obligations to the Owners thereof. None of the
      Trustees nor the Securities Registrar shall have any liability in respect of
      any
      transfers effected by the Depositary.




(e)  The
      rights of the Owners of the Book-Entry Preferred Securities shall be exercised
      only through the Depositary and shall be limited to those established by law,
      the Applicable Depositary Procedures and agreements between such Owners and
      the
      Depositary and/or the Depositary Participants; provided, that, solely for the
      purpose of determining whether the Holders of the requisite amount of Preferred
      Securities have voted on any matter provided for in this Trust Agreement, to
      the
      extent that Preferred Securities are represented by a Global Preferred Security,
      the Trustees may conclusively rely on, and shall be fully protected in relying
      on, any written instrument (including a proxy) delivered to the Property Trustee
      by the Depositary setting forth the Owners’ votes or assigning the right to vote
      on any matter to any other Persons either in whole or in part. To the extent
      that Preferred Securities are represented by a Global Preferred Security, the
      Depositary will make book-entry transfers among the Depositary Participants
      and
      receive and transmit payments on the Preferred Securities that are represented
      by a Global Preferred Security to such Depositary Participants, and none of
      the
      Depositor or the Trustees shall have any responsibility or obligation with
      respect thereto.




(f)  To
      the
      extent that a notice or other communication to the Holders is required under
      this Trust Agreement, for so long as Preferred Securities are represented by
      a
      Global Preferred Security, the Trustees shall give all such notices and
      communications to the Depositary, and shall have no obligations to the
      Owners.




26




SECTION
      5.7.  Registration
      of Transfer and Exchange of Preferred Securities Certificates.




(a)  The
      Property Trustee shall keep or cause to be kept, at the Corporate Trust Office,
      a register or registers (the “Securities Register”) in which the registrar and
      transfer agent with respect to the Trust Securities (the “Securities
      Registrar”), subject to such reasonable regulations as it may prescribe, shall
      provide for the registration of Preferred Securities Certificates and Common
      Securities Certificates and registration of transfers and exchanges of Preferred
      Securities Certificates as herein provided. The Property Trustee shall at all
      times also be the Securities Registrar. The provisions of Article
      VIII shall
      apply to the Property Trustee in its role as Securities Registrar.




(b)  Subject
      to Section 5.7(d), upon surrender for registration of transfer of any Preferred
      Securities Certificate at the office or agency maintained pursuant to Section
      5.7(f) ,
      the
      Administrative Trustees or any one of them shall execute by manual or facsimile
      signature and deliver to the Property Trustee, and upon receipt thereof the
      Property Trustee shall authenticate and deliver, in the name of the designated
      transferee or transferees, one or more new Preferred Securities Certificates
      in
      authorized denominations of a like aggregate Liquidation Amount as may be
      required by this Trust Agreement dated the date of execution by such
      Administrative Trustee or Trustees. At the option of a Holder, Preferred
      Securities Certificates may be exchanged for other Preferred Securities
      Certificates in authorized denominations and of a like aggregate Liquidation
      Amount upon surrender of the Preferred Securities Certificate to be exchanged
      at
      the office or agency maintained pursuant to Section 5.7(f) .
      Whenever any Preferred Securities Certificates are so surrendered for exchange,
      the Administrative Trustees or any one of them shall execute by manual or
      facsimile signature and deliver to the Property Trustee, and upon receipt
      thereof the Property Trustee shall authenticate and deliver, the Preferred
      Securities Certificates that the Holder making the exchange is entitled to
      receive.




(c)  The
      Securities Registrar shall not be required, (i) to issue, register the transfer
      of or exchange any Preferred Security during a period beginning at the opening
      of business fifteen (15) days before the day of selection for redemption of
      such
      Preferred Securities pursuant to Article
      IV and
      ending at the close of business on the day of mailing of the notice of
      redemption or (ii) to register the transfer of or exchange any Preferred
      Security so selected for redemption in whole or in part, except, in the case
      of
      any such Preferred Security to be redeemed in part, any portion thereof not
      to
      be redeemed.




(d)  Every
      Preferred Securities Certificate presented or surrendered for registration
      of
      transfer or exchange shall be duly endorsed, or be accompanied by a written
      instrument of transfer in form satisfactory to the Securities Registrar duly
      executed by the Holder or such Holder’s attorney duly authorized in writing and
      (i) if such Preferred Securities Certificate is being transferred otherwise
      than
      to a QIB, accompanied by a certificate of the transferee substantially in the
      form set forth as Exhibit
      E hereto
      or (ii) if such Preferred Securities Certificate is being transferred to a
      QIB,
      accompanied by a certificate of the transferor substantially in the form set
      forth as Exhibit
      F hereto.




27




(e)  No
      service charge shall be made for any registration of transfer or exchange of
      Preferred Securities Certificates, but the Property Trustee on behalf of the
      Trust may require payment of a sum sufficient to cover any tax or governmental
      charge that may be imposed in connection with any transfer or exchange of
      Preferred Securities Certificates.




(f)  The
      Administrative Trustees shall designate an office or offices or agency or
      agencies where Preferred Securities Certificates may be surrendered for
      registration of transfer or exchange, and initially designate the Corporate
      Trust Office as its office and agency for such purposes. The Administrative
      Trustees shall give prompt written notice to the Depositor, the Property Trustee
      and to the Holders of any change in the location of any such office or
      agency.




SECTION
      5.8.  Mutilated,
      Destroyed, Lost or Stolen Securities Certificates.




(a)  If
      any
      mutilated Securities Certificate shall be surrendered to the Securities
      Registrar together with such security or indemnity as may be required by the
      Securities Registrar and the Administrative Trustees to save each of them
      harmless, the Administrative Trustees, or any one of them, on behalf of the
      Trust, shall execute and make available for delivery and, with respect to
      Preferred Securities, the Property Trustee shall authenticate, in exchange
      therefor a new Securities Certificate of like class, tenor and
      denomination.




(b)  If
      the
      Securities Registrar shall receive evidence to its satisfaction of the
      destruction, loss or theft of any Securities Certificate and there shall be
      delivered to the Securities Registrar and the Administrative Trustees such
      security or indemnity as may be required by them to save each of them harmless,
      then in the absence of notice that such Securities Certificate shall have been
      acquired by a protected purchaser, the Administrative Trustees, or any one
      of
      them, on behalf of the Trust, shall execute and make available for delivery,
      and, with respect to Preferred Securities, the Property Trustee shall
      authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
      Securities Certificate, a new Securities Certificate of like class, tenor and
      denomination.




(c)  In
      connection with the issuance of any new Securities Certificate under this Section
      5.8 ,
      the
      Administrative Trustees or the Securities Registrar may require the payment
      of a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in connection therewith.




(d)  Any
      duplicate Securities Certificate issued pursuant to this Section
      5.8 shall
      constitute conclusive evidence of an undivided beneficial interest in the assets
      of the Trust corresponding to that evidenced by the mutilated, lost, stolen
      or
      destroyed Securities Certificate, as if originally issued, whether or not the
      lost, stolen or destroyed Securities Certificate shall be found at any
      time.




(e)  If
      any
      such mutilated, destroyed, lost or stolen Securities Certificate has become
      or
      is about to become due and payable, the Depositor in its discretion may, instead
      of issuing a new Trust Security, pay such Trust Security.




(f)  The
      provisions of this Section
      5.8 are
      exclusive and shall preclude (to the extent lawful) all other rights and
      remedies with respect to the replacement of mutilated, destroyed, lost or stolen
      Securities Certificates.




28




(g)  With
      respect to Preferred Securities issued to QIBs in the form of one or more
      Definitive Preferred Securities Certificates as provided in Section 5.4(c),
      and
      any subsequent transfers thereof, the Depositor and the Trust shall use all
      commercially reasonable efforts to make such Preferred Securities eligible
      for
      clearance and settlement as Book-Entry Preferred Securities through the
      facilities of the Depositary and listed for trading through the PORTAL Market,
      and will execute, deliver and comply with all representations made to, and
      agreements with, the Depositary and the PORTAL Market in connection
      therewith.




SECTION
      5.9.  Persons
      Deemed Holders.




The
      Trustees and the Securities Registrar shall each treat the Person in whose
      name
      any Securities Certificate shall be registered in the Securities Register as
      the
      owner of the Trust Securities evidenced by such Securities Certificate for
      the
      purpose of receiving Distributions and for all other purposes whatsoever, and
      none of the Trustees and the Securities Registrar shall be bound by any notice
      to the contrary.




SECTION
      5.10.  Cancellation.




All
      Preferred Securities Certificates surrendered for registration of transfer
      or
      exchange or for payment shall, if surrendered to any Person other than the
      Property Trustee, be delivered to the Property Trustee, and any such Preferred
      Securities Certificates and Preferred Securities Certificates surrendered
      directly to the Property Trustee for any such purpose shall be promptly canceled
      by it. The Administrative Trustees may at any time deliver to the Property
      Trustee for cancellation any Preferred Securities Certificates previously
      delivered hereunder that the Administrative Trustees may have acquired in any
      manner whatsoever, and all Preferred Securities Certificates so delivered shall
      be promptly canceled by the Property Trustee. No Preferred Securities
      Certificates shall be executed and delivered in lieu of or in exchange for
      any
      Preferred Securities Certificates canceled as provided in this Section
      5.10 ,
      except
      as expressly permitted by this Trust Agreement. All canceled Preferred
      Securities Certificates shall be disposed of by the Property Trustee in
      accordance with its customary practices and the Property Trustee shall deliver
      to the Administrative Trustees a certificate of such disposition.




SECTION
      5.11.  Ownership
      of Common Securities by Depositor.




(a)  On
      the
      Closing Date, the Depositor shall acquire, and thereafter shall retain,
      beneficial and record ownership of the Common Securities. Neither the Depositor
      nor any successor Holder of the Common Securities may transfer less than all
      the
      Common Securities, and the Depositor or any such successor Holder may transfer
      the Common Securities only (i) in connection with a consolidation or merger
      of
      the Depositor into another Person, or any conveyance, transfer or lease by
      the
      Depositor of its properties and assets substantially as an entirety to any
      Person (in which event such Common Securities will be transferred to such
      surviving entity, transferee or lessee, as the case may be), pursuant to Section
      8.1 of the
      Indenture or (ii) to the Depositor or an Affiliate of the Depositor, in each
      such case in compliance with applicable law (including the Securities Act,
      and
      applicable state securities and blue sky laws). To the fullest extent permitted
      by law, any attempted transfer of the Common Securities other than as set forth
      in the immediately preceding sentence shall be void. The Administrative Trustees
      shall cause each Common Securities Certificate issued to the Depositor to
      contain a legend stating substantially “THIS CERTIFICATE IS NOT TRANSFERABLE
      EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
      AGREEMENT.”




29




(b)  Any
      Holder of the Common Securities shall be liable for the debts and obligations
      of
      the Trust in the manner and to the extent set forth herein with respect to
      the
      Depositor and agrees that it shall be subject to all liabilities to which the
      Depositor may be subject and, prior to becoming such a Holder, shall deliver
      to
      the Administrative Trustees an instrument of assumption satisfactory to such
      Trustees.




SECTION
      5.12.  Restricted
      Legends .




(a)  Each
      Preferred Security Certificate shall bear a legend in substantially the
      following form:




“[ IF
      THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS
      PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST
      AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
      DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS
      EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
      THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
      TRUST
      AGREEMENT, AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER
      OF
      THIS PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE
      OF
      DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
      CIRCUMSTANCES.




UNLESS
      THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      TO NORTHSTAR REALTY FINANCE TRUST VII OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED
      SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
      IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
      FOR
      VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
      OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]




THE
      PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
      IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”), AND SUCH PREFERRED SECURITIES OR ANY INTEREST
      THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
      SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY
      PREFERRED SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE PREFERRED
      SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
      OF
      THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.




30




THE
      HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
      THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES
      MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST, (II)
      TO A
      PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
      THE
      REQUIREMENTS OF RULE 144A, OR (III) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER
      THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR
      THE ACCOUNT OF AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)
      (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, FOR INVESTMENT
      PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
      DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
      WITH
      ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      APPLICABLE JURISDICTION AND, IN THE CASE OF (III), SUBJECT TO THE RIGHT OF
      THE
      TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL ADDRESSING COMPLIANCE
      WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION SATISFACTORY TO EACH OF
      THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES
      FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.




THE
      PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
      AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT
      PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES, OR ANY
      INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF LESS
      THAN
      $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID
      AND OF NO LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW,
      ANY
      SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH PREFERRED
      SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED SECURITIES, OR ANY
      INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
      INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.




THE
      HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF
      OR
      THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT
      PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO
      TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN
      ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON
      INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS PREFERRED SECURITY
      OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
      EXEMPTIVE RELIEF AVAILABLE UNDER SECTION 408(b)(17) OF ERISA, U.S. DEPARTMENT
      OF
      LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14
      OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,
      OR
      ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
      4975
      OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER
      OF THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
      REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN
      EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975
      OF
      THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH
      EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN
      ASSETS” OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR
      (ii) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER
      SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF
      IS NOT AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE
      EXEMPTION.




31




(b)  The
      above
      legend shall not be removed from any of the Preferred Securities Certificates
      unless there is delivered to the Property Trustee and the Depositor satisfactory
      evidence, which may include an Opinion of Counsel, as may be reasonably required
      to ensure that any future transfers thereof may be made without restriction
      under or violation of the provisions of the Securities Act and other applicable
      law. Upon provision of such satisfactory evidence, one or more of the
      Administrative Trustees on behalf of the Trust shall execute and deliver to
      the
      Property Trustee, and the Property Trustee shall authenticate and deliver,
      at
      the written direction of the Administrative Trustees and the Depositor,
      Preferred Securities Certificates that do not bear the legend.




SECTION
      5.13.  Form
      of
      Certificate of Authentication.




The
      Property Trustee’s certificate of authentication shall be in substantially the
      following form:




This
      represents Preferred Securities referred to in the within-mentioned Trust
      Agreement.




Dated:
            WILMINGTON
                TRUST COMPANY,
                not in its individual capacity, but solely as Property
                Trustee
              
              
              By:________________________________
              Authorized
                officer




32




ARTICLE
      VI.




Meetings;
      Voting; Acts of Holders




SECTION
      6.1.  Notice
      of
      Meetings.




Notice
      of
      all meetings of the Holders of the Preferred Securities, stating the time,
      place
      and purpose of the meeting, shall be given by the Property Trustee pursuant
      to Section
      11.8 to each
      Holder of Preferred Securities, at such Holder’s registered address, at least
      fifteen (15) days and not more than ninety (90) days before the meeting. At
      any
      such meeting, any business properly before the meeting may be so considered
      whether or not stated in the notice of the meeting. Any adjourned meeting may
      be
      held as adjourned without further notice.




SECTION
      6.2.  Meetings
      of Holders of the Preferred Securities.




(a)  No
      annual
      meeting of Holders is required to be held. The Property Trustee, however, shall
      call a meeting of the Holders of the Preferred Securities to vote on any matter
      upon the written request of the Holders of at least twenty-five percent (25%)
      in
      aggregate Liquidation Amount of the Outstanding Preferred Securities and the
      Administrative Trustees or the Property Trustee may, at any time in their
      discretion, call a meeting of the Holders of the Preferred Securities to vote
      on
      any matters as to which such Holders are entitled to vote.




(b)  The
      Holders of at least a Majority in Liquidation Amount of the Preferred
      Securities, present in person or by proxy, shall constitute a quorum at any
      meeting of the Holders of the Preferred Securities.




(c)  If
      a
      quorum is present at a meeting, an affirmative vote by the Holders present,
      in
      person or by proxy, holding Preferred Securities representing at least a
      Majority in Liquidation Amount of the Preferred Securities held by the Holders
      present, either in person or by proxy, at such meeting shall constitute the
      action of the Holders of the Preferred Securities, unless this Trust Agreement
      requires a lesser or greater number of affirmative votes.




SECTION
      6.3.  Voting
      Rights.




Holders
      shall be entitled to one vote for each $10,000 of Liquidation Amount represented
      by their Outstanding Trust Securities in respect of any matter as to which
      such
      Holders are entitled to vote.




33




SECTION
      6.4.  Proxies,
      Etc.




At
      any
      meeting of Holders, any Holder entitled to vote thereat may vote by proxy,
      provided, that no proxy shall be voted at any meeting unless it shall have
      been
      placed on file with the Administrative Trustees, or with such other officer
      or
      agent of the Trust as the Administrative Trustees may direct, for verification
      prior to the time at which such vote shall be taken. Pursuant to a resolution
      of
      the Property Trustee, proxies may be solicited in the name of the Property
      Trustee or one or more officers of the Property Trustee. Only Holders of record
      shall be entitled to vote. When Trust Securities are held jointly by several
      Persons, any one of them may vote at any meeting in person or by proxy in
      respect of such Trust Securities, but if more than one of them shall be present
      at such meeting in person or by proxy, and such joint owners or their proxies
      so
      present disagree as to any vote to be cast, such vote shall not be received
      in
      respect of such Trust Securities. A proxy purporting to be executed by or on
      behalf of a Holder shall be deemed valid unless challenged at or prior to its
      exercise, and the burden of proving invalidity shall rest on the challenger.
      No
      proxy shall be valid more than three years after its date of
      execution.




SECTION
      6.5.  Holder
      Action by Written Consent.




Any
      action that may be taken by Holders at a meeting may be taken without a meeting
      and without prior notice if Holders holding at least a Majority in Liquidation
      Amount of all Preferred Securities entitled to vote in respect of such action
      (or such lesser or greater proportion thereof as shall be required by any other
      provision of this Trust Agreement) shall consent to the action in writing;
      provided, that notice of such action is promptly provided to the Holders of
      Preferred Securities that did not consent to such action. Any action that may
      be
      taken by the Holders of all the Common Securities may be taken without a meeting
      and without prior notice if such Holders shall consent to the action in
      writing.




SECTION
      6.6.  Record
      Date for Voting and Other Purposes.




Except
      as
      provided in Section
      6.10(a) ,
      for the
      purposes of determining the Holders who are entitled to notice of and to vote
      at
      any meeting or to act by written consent, or to participate in any distribution
      on the Trust Securities in respect of which a record date is not otherwise
      provided for in this Trust Agreement, or for the purpose of any other action,
      the Administrative Trustees may from time to time fix a date, not more than
      ninety (90) days prior to the date of any meeting of Holders or the payment
      of a
      Distribution or other action, as the case may be, as a record date for the
      determination of the identity of the Holders of record for such
      purposes.




SECTION
      6.7.  Acts
      of
      Holders.




(a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Trust Agreement to be given, made or taken
      by Holders may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Holders in person or by an agent
      thereof duly appointed in writing; and, except as otherwise expressly provided
      herein, such action shall become effective when such instrument or instruments
      are delivered to an Administrative Trustee. Such instrument or instruments
      (and
      the action embodied therein and evidenced thereby) are herein sometimes referred
      to as the “Act” of the Holders signing such instrument or instruments. Proof of
      execution of any such instrument or of a writing appointing any such agent
      shall
      be sufficient for any purpose of this Trust Agreement and conclusive in favor
      of
      the Trustees, if made in the manner provided in this Section
      6.7 .




34




(b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by a certificate
      of a
      notary public or other officer authorized by law to take acknowledgments of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Where such execution is by a signer
      acting in a capacity other than such signer’s individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of such signer’s
      authority. The fact and date of the execution of any such instrument or writing,
      or the authority of the Person executing the same, may also be proved in any
      other manner that any Trustee receiving the same deems sufficient.




(c)  The
      ownership of Trust Securities shall be proved by the Securities
      Register.




(d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      Act
      of the Holder of any Trust Security shall bind every future Holder of the same
      Trust Security and the Holder of every Trust Security issued upon the
      registration of transfer thereof or in exchange therefor or in lieu thereof
      in
      respect of anything done, omitted or suffered to be done by the Trustees, the
      Administrative Trustees or the Trust in reliance thereon, whether or not
      notation of such action is made upon such Trust Security.




(e)  Without
      limiting the foregoing, a Holder entitled hereunder to take any action hereunder
      with regard to any particular Trust Security may do so with regard to all or
      any
      part of the Liquidation Amount of such Trust Security or by one or more duly
      appointed agents each of which may do so pursuant to such appointment with
      regard to all or any part of such Liquidation Amount.




(f)  If
      any
      dispute shall arise among the Holders or the Trustees with respect to the
      authenticity, validity or binding nature of any request, demand, authorization,
      direction, notice, consent, waiver or other Act of such Holder or Trustee under
      this Article
      VI ,
      then
      the determination of such matter by the Property Trustee shall be conclusive
      with respect to such matter.




SECTION
      6.8.  Inspection
      of Records.




Upon
      reasonable written notice to the Administrative Trustees and the Property
      Trustee, the records of the Trust shall be open to inspection by any Holder
      during normal business hours for any purpose reasonably related to such Holder’s
      interest as a Holder.




SECTION
      6.9.  Limitations
      on Voting Rights.




(a)  Except
      as
      expressly provided in this Trust Agreement and in the Indenture and as otherwise
      required by law, no Holder of Preferred Securities shall have any right to
      vote
      or in any manner otherwise control the administration, operation and management
      of the Trust or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of the Securities Certificates, be
      construed so as to constitute the Holders from time to time as partners or
      members of an association.




35




(b)  So
      long
      as any Notes are held by the Property Trustee on behalf of the Trust, the
      Property Trustee shall not (i) direct the time, method and place of conducting
      any proceeding for any remedy available to the Note Trustee, or exercise any
      trust or power conferred on the Property Trustee with respect to the Notes,
      (ii)
      waive any past default that may be waived under Section
      5.13 of the
      Indenture, (iii) exercise any right to rescind or annul a declaration that
      the
      principal of all the Notes shall be due and payable or (iv) consent to any
      amendment, modification or termination of the Indenture or the Notes, where
      such
      consent shall be required, without, in each case, obtaining the prior approval
      of the Holders of at least a Majority in Liquidation Amount of the Preferred
      Securities; provided, that where a consent under the Indenture would require
      the
      consent of each holder of Notes (or each Holder of Preferred Securities)
      affected thereby, no such consent shall be given by the Property Trustee without
      the prior written consent of each Holder of Preferred Securities. The Property
      Trustee shall not revoke any action previously authorized or approved by a
      vote
      of the Holders of the Preferred Securities, except by a subsequent vote of
      the
      Holders of the Preferred Securities. In addition to obtaining the foregoing
      approvals of the Holders of the Preferred Securities, prior to taking any of
      the
      foregoing actions, the Property Trustee shall, at the expense of the Depositor,
      obtain an Opinion of Counsel experienced in such matters to the effect that
      such
      action shall not cause the Trust to be taxable as a corporation or classified
      as
      other than a grantor trust for United States federal income tax
      purposes.




(c)  If
      any
      proposed amendment to the Trust Agreement provides for, or the Trustees
      otherwise propose to effect, (i) any action that would adversely affect in
      any
      material respect the powers, preferences or special rights of the Preferred
      Securities, whether by way of amendment to the Trust Agreement or otherwise
      or
      (ii) the dissolution, winding-up or termination of the Trust, other than
      pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
      Preferred Securities as a class will be entitled to vote on such amendment
      or
      proposal and such amendment or proposal shall not be effective except with
      the
      approval of the Holders of at least a Majority in Liquidation Amount of the
      Preferred Securities. Notwithstanding any other provision of this Trust
      Agreement, no amendment to this Trust Agreement may be made if, as a result
      of
      such amendment, it would cause the Trust to be taxable as a corporation or
      classified as other than a grantor trust for United States federal income tax
      purposes.




SECTION
      6.10.  Acceleration
      of Maturity; Rescission of Annulment; Waivers of Past Defaults.




(a)  For
      so
      long as any Preferred Securities remain Outstanding, if, upon a Note Event
      of
      Default, the Note Trustee fails or the holders of not less than twenty-five
      percent (25%) in principal amount of the outstanding Notes fail to declare
      the
      principal of all of the Notes to be immediately due and payable, the Holders
      of
      at least twenty-five percent (25%) in Liquidation Amount of the Preferred
      Securities then Outstanding shall have the right to make such declaration by
      a
      notice in writing to the Property Trustee, the Depositor and the Note Trustee.
      At any time after a declaration of acceleration with respect to the Notes has
      been made and before a judgment or decree for payment of the money due has
      been
      obtained by the Note Trustee as provided in the Indenture, the Holders of at
      least a Majority in Liquidation Amount of the Preferred Securities, by written
      notice to the Property Trustee, the Depositor and the Note Trustee, may rescind
      and annul such declaration and its consequences if:




36




(i)  the
      Depositor has paid or deposited with the Note Trustee a sum sufficient to
      pay:




(A)  all

      overdue installments of interest on all of the Notes;




(B)  any
      accrued Additional Interest on all of the Notes;




(C)  the
      principal of and premium, if any, on any Notes that have become due otherwise
      than by such declaration of acceleration and interest and Additional Interest
      thereon at the rate borne by the Notes; and




(D)  all
      sums
      paid or advanced by the Note Trustee under the Indenture and the reasonable
      compensation, expenses, disbursements and advances of the Note Trustee, the
      Property Trustee and their agents and counsel; and




(ii)  all
      Note
      Events of Default, other than the non-payment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section
      5.13 of the
      Indenture.




Upon
      receipt by the Property Trustee of written notice requesting such an
      acceleration, or rescission and annulment thereof, by Holders of any part of
      the
      Preferred Securities, a record date shall be established for determining Holders
      of Outstanding Preferred Securities entitled to join in such notice, which
      record date shall be at the close of business on the day the Property Trustee
      receives such notice. The Holders on such record date, or their duly designated
      proxies, and only such Persons, shall be entitled to join in such notice,
      whether or not such Holders remain Holders after such record date; provided,
      that, unless such declaration of acceleration, or rescission and annulment,
      as
      the case may be, shall have become effective by virtue of the requisite
      percentage having joined in such notice prior to the day that is ninety (90)
      days after such record date, such notice of declaration of acceleration, or
      rescission and annulment, as the case may be, shall automatically and without
      further action by any Holder be canceled and of no further effect. Nothing
      in
      this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
      after expiration of such ninety (90)-day period, a new written notice of
      declaration of acceleration, or rescission and annulment thereof, as the case
      may be, that is identical to a written notice that has been canceled pursuant
      to
      the proviso to the preceding sentence, in which event a new record date shall
      be
      established pursuant to the provisions of this Section
      6.10(a) .




(b)  For
      so
      long as any Preferred Securities remain Outstanding, to the fullest extent
      permitted by law and subject to the terms of this Trust Agreement and the
      Indenture, upon a Note Event of Default specified in paragraph (a) or (b) of Section
      5.1 of the
      Indenture, any Holder of Preferred Securities shall have the right to institute
      a proceeding directly against the Depositor or the Guarantor, pursuant to Section
      5.8 of the
      Indenture, for enforcement of payment to such Holder of any amounts payable
      in
      respect of Notes having an aggregate principal amount equal to the aggregate
      Liquidation Amount of the Preferred Securities of such Holder. Except as set
      forth in Section 6.10(a) and this Section
      6.10(b) ,
      the
      Holders of Preferred Securities shall have no right to exercise directly any
      right or remedy available to the holders of, or in respect of, the
      Notes.




37




(c)  Notwithstanding
      paragraphs (a) and (b) of this Section
      6.10 ,
      the
      Holders of at least a Majority in Liquidation Amount of the Preferred Securities
      may, on behalf of the Holders of all the Preferred Securities, waive any Note
      Event of Default, except any Note Event of Default arising from the failure
      to
      pay any principal of or premium, if any, or interest on (including any
      Additional Interest) the Notes (unless such Note Event of Default has been
      cured
      and a sum sufficient to pay all matured installments of interest and all
      principal and premium, if any, on all Notes due otherwise than by acceleration
      has been deposited with the Note Trustee) or a Note Event of Default in respect
      of a covenant or provision that under the Indenture cannot be modified or
      amended without the consent of the holder of each outstanding Note. Upon any
      such waiver, such Note Event of Default shall cease to exist and any Note Event
      of Default arising therefrom shall be deemed to have been cured for every
      purpose of the Indenture; but no such waiver shall affect any subsequent Note
      Event of Default or impair any right consequent thereon.




(d)  Notwithstanding
      paragraphs (a) and (b) of this Section
      6.10 and
      subject to paragraph (c), the Holders of at least a Majority in Liquidation
      Amount of the Preferred Securities may, on behalf of the Holders of all the
      Preferred Securities, waive any Event of Default and its consequences. Upon
      such
      waiver, any such Event of Default shall cease to exist, and any Event of Default
      arising therefrom shall be deemed to have been cured, for every purpose of
      this
      Trust Agreement, but no such waiver shall extend to any subsequent or other
      Event of Default or impair any right consequent thereon.




(e)  The
      Holders of a Majority in Liquidation Amount of the Preferred Securities shall
      have the right to direct the time, method and place of conducting any proceeding
      for any remedy available to the Property Trustee in respect of this Trust
      Agreement or the Notes or exercising any trust or power conferred upon the
      Property Trustee under this Trust Agreement; provided, that, subject to Sections
      8.5 and 8.7 ,
      the
      Property Trustee shall have the right to decline to follow any such direction
      if
      the Property Trustee being advised by counsel determines that the action so
      directed may not lawfully be taken, or if the Property Trustee in good faith
      shall, by an officer or officers of the Property Trustee, determine that the
      proceedings so directed would be illegal or involve it in personal liability
      or
      be unduly prejudicial to the rights of Holders not party to such direction,
      and
      provided, further, that nothing in this Trust Agreement shall impair the right
      of the Property Trustee to take any action deemed proper by the Property Trustee
      and which is not inconsistent with such direction.




38




ARTICLE
      VII.




Representations
      and Warranties




SECTION
      7.1.  Representations
      and Warranties of the Property Trustee and the Delaware Trustee.




The
      Property Trustee and the Delaware Trustee, each severally on behalf of and
      as to
      itself, hereby represents and warrants for the benefit of the Depositor, the
      Guarantor and the Holders that:




(a)  the
      Property Trustee is a Delaware banking corporation with trust powers, duly
      organized, validly existing and in good standing under the laws of the State
      of
      Delaware;




(b)  the
      Property Trustee has full corporate power, authority and legal right to execute,
      deliver and perform its obligations under this Trust Agreement and has taken
      all
      necessary action to authorize the execution, delivery and performance by it
      of
      this Trust Agreement;




(c)  the
      Delaware Trustee is a Delaware banking corporation, duly organized with trust
      powers, validly existing and in good standing under the laws of the State of
      Delaware and with its principal place of business in the State of
      Delaware;




(d)  the
      Delaware Trustee has full corporate power, authority and legal right to execute,
      deliver and perform its obligations under this Trust Agreement and has taken
      all
      necessary action to authorize the execution, delivery and performance by it
      of
      this Trust Agreement;




(e)  this
      Trust Agreement has been duly authorized, executed and delivered by the Property
      Trustee and the Delaware Trustee and constitutes the legal, valid and binding
      agreement of each of the Property Trustee and the Delaware Trustee enforceable
      against each of them in accordance with its terms, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors’ rights generally
      and to general principles of equity and the discretion of the court (regardless
      of whether considered in a proceeding in equity or at law);




(f)  the
      execution, delivery and performance of this Trust Agreement have been duly
      authorized by all necessary corporate or other action on the part of the
      Property Trustee and the Delaware Trustee and do not require any approval of
      stockholders of the Property Trustee and the Delaware Trustee and such
      execution, delivery and performance will not (i) violate the Charter or By-laws
      of the Property Trustee or the Delaware Trustee or (ii) violate any applicable
      law, governmental rule or regulation of the United States or the State of
      Delaware, as the case may be, governing the banking and trust powers of the
      Property Trustee or the Delaware Trustee or any order, judgment or decree
      applicable to the Property Trustee or the Delaware Trustee;




(g)  neither
      the authorization, execution or delivery by the Property Trustee or the Delaware
      Trustee of this Trust Agreement nor the consummation of any of the transactions
      by the Property Trustee or the Delaware Trustee contemplated herein requires
      the
      consent or approval of, the giving of notice to, the registration with or the
      taking of any other action with respect to any governmental authority or agency
      under any existing law of the United States or the State of Delaware governing
      the banking and trust powers of the Property Trustee or the Delaware Trustee,
      as
      the case may be; and




39




(h)  to
      the
      best of each of the Property Trustee’s and the Delaware Trustee’s knowledge,
      there are no proceedings pending or threatened against or affecting the Property
      Trustee or the Delaware Trustee in any court or before any governmental
      authority, agency or arbitration board or tribunal that, individually or in
      the
      aggregate, would materially and adversely affect the Trust or would question
      the
      right, power and authority of the Property Trustee or the Delaware Trustee,
      as
      the case may be, to enter into or perform its obligations as one of the Trustees
      under this Trust Agreement.




SECTION
      7.2.  Representations
      and Warranties of Depositor.




The
      Depositor hereby represents and warrants for the benefit of the Holders
      that:




(a)  the
      Depositor is a limited partnership duly organized, validly existing and in
      good
      standing under the laws of its state of organization;




(b)  the
      Depositor has full power, authority and legal right to execute, deliver and
      perform its obligations under this Trust Agreement and has taken all necessary
      action to authorize the execution, delivery and performance by it of this Trust
      Agreement;




(c)  this
      Trust Agreement has been duly authorized, executed and delivered by the
      Depositor and constitutes the legal, valid and binding agreement of the
      Depositor enforceable against the Depositor in accordance with its terms,
      subject to applicable bankruptcy, insolvency and similar laws affecting
      creditors’ rights generally and to general principles of equity;




(d)  the
      Securities Certificates issued at the Closing Date on behalf of the Trust have
      been duly authorized and will have been duly and validly executed, issued and
      delivered by the applicable Trustees pursuant to the terms and provisions of,
      and in accordance with the requirements of, this Trust Agreement and the Holders
      will be, as of such date, entitled to the benefits of this Trust
      Agreement;




(e)  the
      execution, delivery and performance of this Trust Agreement have been duly
      authorized by all necessary action on the part of the Depositor and do not
      require any approval of equity owners of the Depositor and such execution,
      delivery and performance will not (i) violate the organizational documents
      of
      the Depositor or (ii) violate any applicable law, governmental rule or
      regulation governing the Depositor or any material portion of its property
      or
      any order, judgment or decree applicable to the Depositor or any material
      portion of its property;




(f)  neither
      the authorization, execution or delivery by the Depositor of this Trust
      Agreement nor the consummation of any of the transactions by the Depositor
      contemplated herein requires the consent or approval of, the giving of notice
      to, the registration with or the taking of any other action with respect to
      any
      governmental authority or agency under any existing law governing the Depositor
      or any material portion of its property; and




(g)  there
      are
      no proceedings pending or, to the best of the Depositor’s knowledge, threatened
      against or affecting the Depositor or any material portion of its property
      in
      any court or before any governmental authority, agency or arbitration board
      or
      tribunal that, individually or in the aggregate, would materially and adversely
      affect the Trust or would question the right, power and authority of the
      Depositor, as the case may be, to enter into or perform its obligations under
      this Trust Agreement.




40




ARTICLE
      VIII.




The
      Trustees




SECTION
      8.1.  Number
      of
      Trustees.




The
      number of Trustees shall be five (5), provided, that the Property Trustee and
      the Delaware Trustee may be the same Person, in which case the number of
      Trustees shall be four (4). The number of Trustees may be increased or decreased
      by Act of the Holder of the Common Securities subject to Sections
      8.2 , 8.3 ,
      and 8.4 .
      The
      death, resignation, retirement, removal, bankruptcy, incompetence or incapacity
      to perform the duties of a Trustee shall not operate to annul, dissolve or
      terminate the Trust.




SECTION
      8.2.  Property
      Trustee Required.




There
      shall at all times be a Property Trustee hereunder with respect to the Trust
      Securities. The Property Trustee shall be a corporation organized and doing
      business under the laws of the United States or of any state thereof, authorized
      to exercise corporate trust powers, having a combined capital and surplus of
      at
      least fifty million dollars ($50,000,000), subject to supervision or examination
      by federal or state authority and having an office within the United States.
      If
      any such Person publishes reports of condition at least annually pursuant to
      law
      or to the requirements of its supervising or examining authority, then for
      the
      purposes of this Section 8.2 ,
      the
      combined capital and surplus of such Person shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published. If at any time the Property Trustee shall cease to be eligible in
      accordance with the provisions of this Section 8.2 ,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article
      VIII .




SECTION
      8.3.  Delaware
      Trustee Required.




(a)  If
      required by the Delaware Statutory Trust Act, there shall at all times be a
      Delaware Trustee with respect to the Trust Securities. The Delaware Trustee
      shall either be (i) a natural person who is at least 21 years of age and a
      resident of the State of Delaware or (ii) a legal entity that has its principal
      place of business in the State of Delaware, otherwise meets the requirements
      of
      applicable Delaware law and shall act through one or more persons authorized
      to
      bind such entity. If at any time the Delaware Trustee shall cease to be eligible
      in accordance with the provisions of this Section
      8.3 ,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article
      VIII .




(b)  The
      Delaware Trustee shall not be entitled to exercise any powers, nor shall the
      Delaware Trustee have any of the duties and responsibilities, of the Property
      Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
      shall be one of the trustees of the Trust for the sole and limited purpose
      of
      fulfilling the requirements of Section 3807 of the Delaware Statutory Trust
      Act
      and for taking such actions as are required to be taken by a Delaware trustee
      under the Delaware Statutory Trust Act. The duties (including fiduciary duties),
      liabilities and obligations of the Delaware Trustee shall be limited to (a)
      accepting legal process served on the Trust in the State of Delaware and (b)
      the
      execution of any certificates required to be filed with the Secretary of State
      of the State of Delaware that the Delaware Trustee is required to execute under
      Section 3811 of the Delaware Statutory Trust Act and there shall be no other
      duties (including fiduciary duties) or obligations, express or implied, at
      law
      or in equity, of the Delaware Trustee.




41




SECTION
      8.4.  Appointment
      of Administrative Trustees.




(a)  There
      shall at all times be one or more Administrative Trustees hereunder with respect
      to the Trust Securities. Each Administrative Trustee shall be either a natural
      person who is at least 21 years of age or a legal entity that shall act through
      one or more persons authorized to bind that entity. Each of the individuals
      identified as an “Administrative Trustee” in the preamble of this Trust
      Agreement hereby accepts his or her appointment as such.




(b)  Except
      where a requirement for action by a specific number of Administrative Trustees
      is expressly set forth in this Trust Agreement, any act required or permitted
      to
      be taken by, and any power of the Administrative Trustees may be exercised
      by,
      or with the consent of, any one such Administrative Trustee. Whenever a vacancy
      in the number of Administrative Trustees shall occur, until such vacancy is
      filled by the appointment of an Administrative Trustee in accordance with Section
      8.11 ,
      the
      Administrative Trustees in office, regardless of their number (and
      notwithstanding any other provision of this Trust Agreement), shall have all
      the
      powers granted to the Administrative Trustees and shall discharge all the duties
      imposed upon the Administrative Trustees by this Trust Agreement.




SECTION
      8.5.  Duties
      and Responsibilities of the Trustees.




(a)  The
      rights, immunities, duties and responsibilities of the Trustees shall be as
      provided by this Trust Agreement and there shall be no other duties (including
      fiduciary duties) or obligations, express or implied, at law or in equity,
      of
      the Trustees; provided, however, that if an Event of Default known to the
      Property Trustee has occurred and is continuing, the Property Trustee shall,
      prior to the receipt of directions, if any, from the Holders of at least a
      Majority in Liquidation Amount of the Preferred Securities, exercise such of
      the
      rights and powers vested in it by this Trust Agreement, and use the same degree
      of care and skill in its exercise, as a prudent person would exercise or use
      under the circumstances in the conduct of such person’s own affairs.
      Notwithstanding the foregoing, no provision of this Trust Agreement shall
      require any of the Trustees to expend or risk its own funds or otherwise incur
      any financial liability in the performance of any of its duties hereunder,
      or in
      the exercise of any of its or their rights or powers, if it or they shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured to it.
      Whether or not herein expressly so provided, every provision of this Trust
      Agreement relating to the conduct or affecting the liability of or affording
      protection to the Trustees shall be subject to the provisions of this Section
      8.5 .
      To the
      extent that, at law or in equity, a Trustee has duties (including fiduciary
      duties) to the Trust or to the Holders, such Trustee’s duties may be restricted
      or eliminated by the provisions in this Trust Agreement, except that this Trust
      Agreement may not eliminate the implied contractual covenant of good faith
      and
      fair dealing. A Trustee shall not be liable to the Trust or a Holder or another
      Person that is party to or is otherwise bound by this Trust Agreement for breach
      of fiduciary duty if the Trustee has relied in good faith on the provisions
      of
      this Trust Agreement. The provisions of this Trust Agreement, to the extent
      that
      they limit or eliminate the liabilities of the Trustees otherwise existing
      at
      law or in equity, are agreed by the Depositor and the Holders to replace such
      other liabilities of the Trustees, except that no provision of this Trust
      Agreement may limit or eliminate liability for any act or omission that
      constitutes a bad faith violation of the implied contractual covenant of good
      faith and fair dealing.




42




(b)  All
      payments made by the Property Trustee or a Paying Agent in respect of the Trust
      Securities shall be made only from the revenue and proceeds from the Trust
      Property and only to the extent that there shall be sufficient revenue or
      proceeds from the Trust Property to enable the Property Trustee or a Paying
      Agent to make payments in accordance with the terms hereof. Each Holder, by
      its
      acceptance of a Trust Security, agrees that it will look solely to the revenue
      and proceeds from the Trust Property to the extent legally available for
      distribution to it as herein provided and that the Trustees are not personally
      liable to it for any amount distributable in respect of any Trust Security
      or
      for any other liability in respect of any Trust Security. This Section
      8.5(b) does not
      limit the liability of the Trustees expressly set forth elsewhere in this Trust
      Agreement.




(c)  No
      provisions of this Trust Agreement shall be construed to relieve the Property
      Trustee from liability with respect to matters that are within the authority
      of
      the Property Trustee under this Trust Agreement for its own negligent action,
      negligent failure to act or willful misconduct, except that:




(i)  the
      Property Trustee shall not be liable for any error or judgment made in good
      faith by an authorized officer of the Property Trustee, unless it shall be
      proved that the Property Trustee was negligent in ascertaining the pertinent
      facts;




(ii)  the
      Property Trustee shall not be liable with respect to any action taken or omitted
      to be taken by it in good faith in accordance with the direction of the Holders
      of at least a Majority in Liquidation Amount of the Preferred Securities
      relating to the time, method and place of conducting any proceeding for any
      remedy available to the Property Trustee hereunder or under the Indenture,
      or
      exercising any trust or power conferred upon the Property Trustee under this
      Trust Agreement;




(iii)  the
      Property Trustee’s sole duty with respect to the custody, safe keeping and
      physical preservation of the Notes and the Payment Account shall be to deal
      with
      such Property in a similar manner as the Property Trustee deals with similar
      property for its own account, subject to the protections and limitations on
      liability afforded to the Property Trustee under this Trust
      Agreement;




(iv)  the
      Property Trustee shall not be liable for any interest on any money received
      by
      it; and money held by the Property Trustee need not be segregated from other
      funds held by it except in relation to the Payment Account maintained by the
      Property Trustee pursuant to Section 3.1 and except to the extent otherwise
      required by law; and




43




(v)  the
      Property Trustee shall not be responsible for monitoring the compliance by
      the
      Administrative Trustees, the Guarantor or the Depositor with their respective
      duties under this Trust Agreement, nor shall the Property Trustee be liable
      for
      the default or misconduct of any other Trustee, the Guarantor or the
      Depositor.




SECTION
      8.6.  Notices
      of Defaults and Extensions.




(a)  Within
      ninety (90) days after the occurrence of a default actually known to the
      Property Trustee, the Property Trustee shall transmit notice of such default
      to
      the Holders, the Administrative Trustees, the Guarantor and the Depositor,
      unless such default shall have been cured or waived; provided, that, except
      in
      the case of a default in the payment of the principal of or any premium or
      interest (including any Additional Interest) on any Trust Security, the Property
      Trustee shall be fully protected in withholding such notice if and so long
      as
      the board of directors, the executive committee or a trust committee of
      directors and/or Responsible Officers of the Property Trustee in good faith
      determines that the withholding of such notice is in the interests of the
      Holders of the Trust Securities. For the purpose of this Section
      8.6 ,
      the
      term “default” means any event that is, or after notice or lapse of time or both
      would become, an Event of Default.




(b)  RESERVED.




(c)  The
      Property Trustee shall not be deemed to have knowledge of any default or Event
      of Default unless the Property Trustee shall have received written notice
      thereof from the Depositor, the Guarantor, any Administrative Trustee or any
      Holder or unless a Responsible Officer of the Property Trustee shall have
      obtained actual knowledge of such default or Event of Default.




(d)  The
      Property Trustee shall notify all Holders of the Preferred Securities of any
      notice of default received with respect to the Notes.




SECTION
      8.7.  Certain
      Rights of Property Trustee.




Subject
      to the provisions of Section
      8.5 :




(a)  the
      Property Trustee may conclusively rely and shall be protected in acting or
      refraining from acting in good faith and in accordance with the terms hereof
      upon any resolution, Opinion of Counsel, certificate, written representation
      of
      a Holder or transferee, certificate of auditors or any other resolution,
      certificate, statement, instrument, opinion, report, notice, request, direction,
      consent, order, appraisal, bond, debenture, note, other evidence of indebtedness
      or other paper or document believed by it to be genuine and to have been signed
      or presented by the proper party or parties;




(b)  if
      (i) in
      performing its duties under this Trust Agreement the Property Trustee is
      required to decide between alternative courses of action, (ii) in construing
      any
      of the provisions of this Trust Agreement the Property Trustee finds a provision
      ambiguous or inconsistent with any other provisions contained herein or (iii)
      the Property Trustee is unsure of the application of any provision of this
      Trust
      Agreement, then, except as to any matter as to which the Holders of the
      Preferred Securities are entitled to vote under the terms of this Trust
      Agreement, the Property Trustee shall deliver a notice to the Depositor
      requesting the Depositor’s written instruction as to the course of action to be
      taken and the Property Trustee shall take such action, or refrain from taking
      such action, as the Property Trustee shall be instructed in writing to take,
      or
      to refrain from taking, by the Depositor; provided, that if the Property Trustee
      does not receive such instructions of the Depositor within ten (10) Business
      Days after it has delivered such notice or such reasonably shorter period of
      time set forth in such notice, the Property Trustee may, but shall be under
      no
      duty to, take such action, or refrain from taking such action, as the Property
      Trustee shall deem advisable and in the best interests of the Holders, in which
      event the Property Trustee shall have no liability except for its own
      negligence, bad faith or willful misconduct;




44




(c)  any
      direction or act of the Depositor or the Guarantor contemplated by this Trust
      Agreement shall be sufficiently evidenced by an Officer’s Certificate unless
      otherwise expressly provided herein;




(d)  any
      direction or act of an Administrative Trustee contemplated by this Trust
      Agreement shall be sufficiently evidenced by a certificate executed by such
      Administrative Trustee and setting forth such direction or act;




(e)  the
      Property Trustee shall have no duty to see to any recording, filing or
      registration of any instrument (including any financing or continuation
      statement or any filing under tax or securities laws) or any re-recording,
      re-filing or re-registration thereof;




(f)  the
      Property Trustee may consult with counsel (which counsel may be counsel to
      the
      Property Trustee, the Depositor or the Guarantor or any of the Depositor’s or
      the Guarantor’s Affiliates, and may include any of its employees) and the advice
      of such counsel shall be full and complete authorization and protection in
      respect of any action taken, suffered or omitted by it hereunder in good faith
      and in reliance thereon and in accordance with such advice; the Property Trustee
      shall have the right at any time to seek instructions concerning the
      administration of this Trust Agreement from any court of competent
      jurisdiction;




(g)  the
      Property Trustee shall be under no obligation to exercise any of the rights
      or
      powers vested in it by this Trust Agreement at the request or direction of
      any
      of the Holders pursuant to this Trust Agreement, unless such Holders shall
      have
      offered to the Property Trustee reasonable security or indemnity against the
      costs, expenses (including reasonable attorneys’ fees and expenses) and
      liabilities that might be incurred by it in compliance with such request or
      direction, including reasonable advances as may be requested by the Property
      Trustee;




(h)  the
      Property Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, approval, bond, debenture,
      note or other evidence of indebtedness or other paper or document, unless
      requested in writing to do so by one or more Holders, but the Property Trustee
      may make such further inquiry or investigation into such facts or matters as
      it
      may see fit, and, if the Property Trustee shall determine to make such inquiry
      or investigation, it shall be entitled to examine the books, records and
      premises of the Depositor, personally or by agent or attorney;




45




(i)  the
      Property Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through its agents, attorneys,
      custodians or nominees and the Property Trustee shall not be responsible for
      any
      negligence or misconduct on the part of any such agent, attorney, custodian
      or
      nominee appointed with due care by it hereunder;




(j)  whenever
      in the administration of this Trust Agreement the Property Trustee shall deem
      it
      desirable to receive instructions with respect to enforcing any remedy or right
      hereunder, the Property Trustee (i) may request instructions from the Holders
      (which instructions may only be given by the Holders of the same proportion
      in
      Liquidation Amount of the Trust Securities as would be entitled to direct the
      Property Trustee under this Trust Agreement in respect of such remedy, right
      or
      action), (ii) may refrain from enforcing such remedy or right or taking such
      other action until such instructions are received and (iii) shall be protected
      in acting in accordance with such instructions;




(k)  except
      as
      otherwise expressly provided by this Trust Agreement, the Property Trustee
      shall
      not be under any obligation to take any action that is discretionary under
      the
      provisions of this Trust Agreement;




(l)  without
      prejudice to any other rights available to the Property Trustee under applicable
      law, when the Property Trustee incurs expenses or renders services in connection
      with a Bankruptcy Event, such expenses (including legal fees and expenses of
      its
      agents and counsel) and the compensation for such services are intended to
      constitute expenses of administration under any Bankruptcy Law or law relating
      to creditors rights generally; and




(m)  whenever
      in the administration of this Trust Agreement the Property Trustee shall deem
      it
      desirable that a matter be proved or established prior to taking, suffering
      or
      omitting any action hereunder, the Property Trustee (unless other evidence
      be
      herein specifically prescribed) may, in the absence of bad faith on its part,
      request and rely on an Officer’s Certificate which, upon receipt of such
      request, shall be promptly delivered by the Depositor.




No
      provision of this Trust Agreement shall be deemed to impose any duty or
      obligation on any Trustee to perform any act or acts or exercise any right,
      power, duty or obligation conferred or imposed on it, in any jurisdiction in
      which it shall be illegal, or in which such Person shall be unqualified or
      incompetent in accordance with applicable law, to perform any such act or acts,
      or to exercise any such right, power, duty or obligation.




SECTION
      8.8.  Delegation
      of Power.




Any
      Trustee may, by power of attorney or otherwise, delegate to any other Person
      its, his or her power for the purpose of executing any documents contemplated
      in Section
      2.5 .
      The
      Trustees shall have power to delegate from time to time to such of their number
      or to the Depositor the doing of such things and the execution of such
      instruments either in the name of the Trust or the names of the Trustees or
      otherwise as the Trustees may deem expedient, to the extent such delegation
      is
      not prohibited by applicable law or contrary to the provisions of this Trust
      Agreement.




46




SECTION
      8.9.  May
      Hold
      Securities.




Any
      Trustee or any other agent of any Trustee or the Trust, in its individual or
      any
      other capacity, may become the owner or pledgee of Trust Securities and except
      as provided in the definition of the term “Outstanding” in Article
      I ,
      may
      otherwise deal with the Trust with the same rights it would have if it were
      not
      a Trustee or such other agent.




SECTION
      8.10.  Compensation;
      Reimbursement; Indemnity.




The
      Depositor agrees:




(a)  to
      pay to
      the Trustees from time to time such reasonable compensation for all services
      rendered by them hereunder as may be agreed by the Depositor and the Trustees
      from time to time (which compensation shall not be limited by any provision
      of
      law in regard to the compensation of a trustee of an express
      trust);




(b)  to
      reimburse the Trustees upon request for all reasonable expenses, disbursements
      and advances incurred or made by the Trustees in accordance with any provision
      of this Trust Agreement (including the reasonable compensation and the expenses
      and disbursements of their agents and counsel), except any such expense,
      disbursement or advance as may be attributable to their gross negligence, bad
      faith or willful misconduct; and




(c)  to
      the
      fullest extent permitted by applicable law, to indemnify and hold harmless
      (i)
      each Trustee (including in its individual capacity), (ii) any Affiliate of
      any
      Trustee, (iii) any officer, director, shareholder, employee, representative
      or
      agent of any Trustee or any Affiliate of any Trustee and (iv) any employee
      or
      agent of the Trust (referred to herein as an “Indemnified Person”) from and
      against any loss, damage, liability, tax (other than income, franchise or other
      taxes imposed on amounts paid pursuant to Section
      8.10(a) or (b) hereof),
      penalty, expense or claim of any kind or nature whatsoever incurred without
      negligence, bad faith or willful misconduct on its part, arising out of or
      in
      connection with the acceptance or administration of the Trust hereunder,
      including the advancement of funds to cover the reasonable costs and expenses
      of
      defending itself against any claim or liability in connection with the exercise
      or performance of any of its powers or duties hereunder.




The
      Trust
      shall have no payment, reimbursement or indemnity obligations to the Trustees
      under this Section
      8.10 .
      The
      provisions of this Section
      8.10 shall
      survive the termination of this Trust Agreement and the earlier removal or
      resignation of any Trustee.




No
      Trustee may claim any Lien on any Trust Property whether before or after
      termination of the Trust as a result of any amount due pursuant to this Section
      8.10 .




To
      the
      fullest extent permitted by law, in no event shall the Property Trustee and
      the
      Delaware Trustee be liable for any indirect, special, punitive or consequential
      loss or damage of any kind whatsoever, including, but not limited to, lost
      profits, even if the Trustee has been advised of the likelihood of such loss
      or
      damage and regardless of the form of action.




In
      no
      event shall the Property Trustee and the Delaware Trustee be liable for any
      failure or delay in the performance of its obligations hereunder because of
      circumstances beyond its control, including, but not limited to, acts of God,
      flood, war (whether declared or undeclared), terrorism, fire, riot, embargo,
      government action, including any laws, ordinances, regulations, governmental
      action or the like which delay, restrict or prohibit the providing of the
      services contemplated by this Trust Agreement.




47




SECTION
      8.11.  Resignation
      and Removal; Appointment of Successor.




(a)  No
      resignation or removal of any Trustee and no appointment of a successor Trustee
      pursuant to this Article
      VIII shall
      become effective until the acceptance of appointment by the successor Trustee
      in
      accordance with the applicable requirements of Section
      8.12 .




(b)  A
      Trustee
      may resign at any time by giving written notice thereof to the Depositor and,
      in
      the case of the Property Trustee and the Delaware Trustee, to the
      Holders.




(c)  Unless
      an
      Event of Default shall have occurred and be continuing, the Property Trustee
      or
      the Delaware Trustee, or both of them, may be removed (with or without cause)
      at
      any time by Act of the Holder of Common Securities. If an Event of Default
      shall
      have occurred and be continuing, the Property Trustee or the Delaware Trustee,
      or both of them, may be removed (with or without cause) at such time by Act
      of
      the Holders of at least a Majority in Liquidation Amount of the Preferred
      Securities, delivered to the removed Trustee (in its individual capacity and
      on
      behalf of the Trust). An Administrative Trustee may be removed (with or without
      cause) only by Act of the Holder of the Common Securities at any
      time.




(d)  If
      any
      Trustee shall resign, be removed or become incapable of acting as Trustee,
      or if
      a vacancy shall occur in the office of any Trustee for any reason, at a time
      when no Event of Default shall have occurred and be continuing, the Holder
      of
      the Common Securities, by Act of the Holder of the Common Securities, shall
      promptly appoint a successor Trustee or Trustees, and such successor Trustee
      and
      the retiring Trustee shall comply with the applicable requirements of Section
      8.12 .
      If the
      Property Trustee or the Delaware Trustee shall resign, be removed or become
      incapable of continuing to act as the Property Trustee or the Delaware Trustee,
      as the case may be, at a time when an Event of Default shall have occurred
      and
      be continuing, the Holders of the Preferred Securities, by Act of the Holders
      of
      a Majority in Liquidation Amount of the Preferred Securities, shall promptly
      appoint a successor Property Trustee or Delaware Trustee, and such successor
      Property Trustee or Delaware Trustee and the retiring Property Trustee or
      Delaware Trustee shall comply with the applicable requirements of Section
      8.12 .
      If an
      Administrative Trustee shall resign, be removed or become incapable of acting
      as
      Administrative Trustee, at a time when an Event of Default shall have occurred
      and be continuing, the Holder of the Common Securities by Act of the Holder
      of
      Common Securities shall promptly appoint a successor Administrative Trustee
      and
      such successor Administrative Trustee and the retiring Administrative Trustee
      shall comply with the applicable requirements of Section
      8.12 .
      If no
      successor Trustee shall have been so appointed by the Holder of the Common
      Securities or Holders of the Preferred Securities, as the case may be, and
      accepted appointment in the manner required by Section
      8.12 within
      thirty (30) days after the giving of a notice of resignation by a Trustee,
      the
      removal of a Trustee, or a Trustee becoming incapable of acting as such Trustee,
      any Holder who has been a Holder of Preferred Securities for at least six (6)
      months may, on behalf of himself and all others similarly situated, and any
      resigning Trustee may, in each case, at the expense of the Depositor, petition
      any court of competent jurisdiction for the appointment of a successor Trustee.




48




(e)  The
      Depositor shall give notice of each resignation and each removal of the Property
      Trustee or the Delaware Trustee and each appointment of a successor Property
      Trustee or Delaware Trustee to all Holders in the manner provided in Section
      10.8 .
      Each
      notice shall include the name of the successor Property Trustee or Delaware
      Trustee and the address of its Corporate Trust Office if it is the Property
      Trustee.




(f)  Notwithstanding
      the foregoing or any other provision of this Trust Agreement, in the event
      any
      Administrative Trustee or a Delaware Trustee who is a natural person dies or
      becomes, in the opinion of the Holder of Common Securities, incompetent or
      incapacitated, the vacancy created by such death, incompetence or incapacity
      may
      be filled by (i) the unanimous act of the remaining Administrative Trustees
      if
      there are at least two of them or (ii) otherwise by the Holder of the Common
      Securities (with the successor in each case being a Person who satisfies the
      eligibility requirement for Administrative Trustees or Delaware Trustee, as
      the
      case may be, set forth in Sections
      8.3 and 8.4 ).




(g)  Upon
      the
      appointment of a successor Delaware Trustee, such successor Delaware Trustee
      shall file a Certificate of Amendment to the Certificate of Trust in accordance
      with Section 3810 of the Delaware Statutory Trust Act.




SECTION
      8.12.  Acceptance
      of Appointment by Successor.




(a)  In
      case
      of the appointment hereunder of a successor Trustee, each successor Trustee
      shall execute and deliver to the Depositor and to the retiring Trustee an
      instrument accepting such appointment, and thereupon the resignation or removal
      of the retiring Trustee shall become effective and each such successor Trustee,
      without any further act, deed or conveyance, shall become vested with all the
      rights, powers, trusts and duties of the retiring Trustee; but, on request
      of
      the Trust or any successor Trustee such retiring Trustee shall, upon payment
      of
      its charges, duly assign, transfer and deliver to such successor Trustee all
      Trust Property, all proceeds thereof and money held by such retiring Trustee
      hereunder with respect to the Trust Securities and the Trust.




(b)  Upon
      request of any such successor Trustee, the Trust (or the retiring Trustee if
      requested by the Depositor) shall execute any and all instruments for more
      fully
      and certainly vesting in and confirming to such successor Trustee all such
      rights, powers and trusts referred to in the preceding paragraph.




(c)  No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee shall be qualified and eligible under this Article
      VIII .




SECTION
      8.13.  Merger,
      Conversion, Consolidation or Succession to Business.




Any
      Person into which the Property Trustee or the Delaware Trustee may be merged
      or
      converted or with which it may be consolidated, or any Person resulting from
      any
      merger, conversion or consolidation to which such Trustee shall be a party,
      or
      any Person succeeding to all or substantially all the corporate trust business
      of such Trustee, shall be the successor of such Trustee hereunder, without
      the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto, provided, that such Person shall be otherwise qualified and
      eligible under this Article
      VIII .




49




SECTION
      8.14.  Not
      Responsible for Recitals or Issuance of Securities.




The
      recitals contained herein and in the Securities Certificates shall be taken
      as
      the statements of the Trust and the Depositor, and the Trustees do not assume
      any responsibility for their correctness. The Trustees make no representations
      as to the title to, or value or condition of, the property of the Trust or
      any
      part thereof, nor as to the validity or sufficiency of this Trust Agreement,
      the
      Notes or the Trust Securities. The Trustees shall not be accountable for the
      use
      or application by the Depositor of the proceeds of the Notes.




SECTION
      8.15.  Property
      Trustee May File Proofs of Claim.




(a)  In
      case
      of any Bankruptcy Event (or event that with the passage of time would become
      a
      Bankruptcy Event) relative to the Trust or any other obligor upon the Trust
      Securities or the property of the Trust or of such other obligor or their
      creditors, the Property Trustee (irrespective of whether any Distributions
      on
      the Trust Securities shall then be due and payable and irrespective of whether
      the Property Trustee shall have made any demand on the Trust for the payment
      of
      any past due Distributions) shall be entitled and empowered, to the fullest
      extent permitted by law, by intervention in such proceeding or
      otherwise:




(i)  to
      file
      and prove a claim for the whole amount of any Distributions owing and unpaid
      in
      respect of the Trust Securities and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Property
      Trustee (including any claim for the reasonable compensation, expenses,
      disbursements and advances of the Property Trustee, its agents and counsel)
      and
      of the Holders allowed in such judicial proceeding; and




(ii)  to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;




and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such proceeding is hereby authorized by each Holder
      to
      make such payments to the Property Trustee and, in the event the Property
      Trustee shall consent to the making of such payments directly to the Holders,
      to
      pay to the Property Trustee first any amount due it for the reasonable
      compensation, expenses, disbursements and advances of the Property Trustee,
      its
      agents and counsel, and any other amounts due the Property Trustee.




(b)  Nothing
      herein contained shall be deemed to authorize the Property Trustee to authorize
      or consent to or accept or adopt on behalf of any Holder any plan of
      reorganization, arrangement, adjustment or compensation affecting the Trust
      Securities or the rights of any Holder thereof or to authorize the Property
      Trustee to vote in respect of the claim of any Holder in any such
      proceeding.




50




SECTION
      8.16.  Reports
      to and from the Property Trustee.




(a)  The
      Depositor, the Guarantor and the Administrative Trustees shall deliver to the
      Property Trustee, not later than forty five (45) days after the end of each
      of
      the first three fiscal quarters of the Depositor and the Guarantor and not
      later
      than ninety (90) days after the end of each fiscal year of the Depositor and
      the
      Guarantor ending after the date of this Trust Agreement, an Officer’s
      Certificate (substantially in the form attached hereto as Exhibit
      H )
      covering the preceding fiscal period, stating whether or not to the knowledge
      of
      the signers thereof the Depositor, the Guarantor, the Administrative Trustees
      or
      the Trust are in default in the performance or observance of any of the terms,
      provisions and conditions of this Trust Agreement (without regard to any period
      of grace or requirement of notice provided hereunder) and, if the Depositor,
      the
      Guarantor, the Administrative Trustees or the Trust shall be in default,
      specifying all such defaults and the nature and status thereof of which they
      have knowledge.




(b)  The
      Depositor and the Guarantor shall furnish to (i) the Property Trustee, (ii)
      the
      Purchaser, (iii) any Owner of the Preferred Securities reasonably identified
      to
      the Depositor, the Guarantor or the Trust (which identification may be made
      either by such Owner or by the Purchaser) and (iv) any designee of (i), (ii)
      or
      (iii) above, a duly completed and executed certificate in the form attached
      hereto as Exhibit G, including the financial statements referenced in such
      Exhibit, which certificate and financial statements shall be so furnished by
      the
      Depositor and the Guarantor not later than forty five (45) days after the end
      of
      each of the first three fiscal quarters of each fiscal year of the Depositor
      and
      the Guarantor and not later than ninety (90) days after the end of each fiscal
      year of the Depositor and the Guarantor.




(c)  The
      Property Trustee shall receive all reports, certificates and information, which
      it is entitled to obtain under each of the Operative Documents, and deliver
      to
      (i) the Purchaser, or a designee thereof, as identified in writing to the
      Property Trustee, copies of all such reports, certificates or information
      promptly upon receipt thereof.




ARTICLE
      IX.




Termination,
      Liquidation and Merger




SECTION
      9.1.  Dissolution
      Upon Expiration Date.




Unless
      earlier dissolved, the Trust shall automatically dissolve on April 30, 2042
      (the
“Expiration Date”), and the Trust Property shall be liquidated in accordance
      with Section
      9.4 .




SECTION
      9.2.  Early
      Termination.




The
      first
      to occur of any of the following events is an “Early Termination Event”, upon
      the occurrence of which the Trust shall be dissolved:




(a)  the
      occurrence of a Bankruptcy Event in respect of, or the dissolution or
      liquidation of, the Depositor, in its capacity as the Holder of the Common
      Securities, unless the Depositor shall have transferred the Common Securities
      as
      provided by Section
      5.11 ,
      in
      which case this provision shall refer instead to any such successor Holder
      of
      the Common Securities;




51




(b)  the
      written direction to the Property Trustee from the Holder of the Common
      Securities at any time to dissolve the Trust and, after satisfaction of any
      liabilities of the Trust as required by applicable law, to distribute the Notes
      to Holders in exchange for the Preferred Securities (which direction is optional
      and wholly within the discretion of the Holder of the Common
      Securities).




(c)  the
      redemption of all of the Preferred Securities in connection with the payment
      at
      maturity or redemption of all the Notes; and




(d)  the
      entry
      of an order for dissolution of the Trust by a court of competent
      jurisdiction.




SECTION
      9.3.  Termination.




The
      respective obligations and responsibilities of the Trustees and the Trust shall
      terminate upon the latest to occur of the following: (a) the distribution by
      the
      Property Trustee to Holders of all amounts required to be distributed hereunder
      upon the liquidation of the Trust pursuant to Section
      9.4 ,
      or upon
      the redemption of all of the Trust Securities pursuant to Section 4.2 ;
      (b) the
      satisfaction of any expenses owed by the Trust; and (c) the discharge of all
      administrative duties of the Administrative Trustees, including the performance
      of any tax reporting obligations with respect to the Trust or the
      Holders.




SECTION
      9.4.  Liquidation.




(a)  If
      an
      Early Termination Event specified in Section
      9.2(a) , (b) or (d) occurs
      or upon the Expiration Date, the Trust shall be liquidated by the Property
      Trustee as expeditiously as the Property Trustee shall determine to be possible
      by distributing, after satisfaction of liabilities to creditors of the Trust
      as
      provided by applicable law, to each Holder a Like Amount of Notes, subject
      to Section
      9.4(d) .
      Notice
      of liquidation shall be given by the Property Trustee not less than thirty
      (30)
      nor more than sixty (60) days prior to the Liquidation Date to each Holder
      of
      Trust Securities at such Holder’s address appearing in the Securities Register.
      All such notices of liquidation shall:




(i)  state
      the
      Liquidation Date;




(ii)  state
      that from and after the Liquidation Date, the Trust Securities will no longer
      be
      deemed to be Outstanding and (subject to Section
      9.4(d) )
      any
      Securities Certificates not surrendered for exchange will be deemed to represent
      a Like Amount of Notes; and




(iii)  provide
      such information with respect to the mechanics by which Holders may exchange
      Securities Certificates for Notes, or if Section
      9.4(d) applies,
      receive a Liquidation Distribution, as the Property Trustee shall deem
      appropriate.




(b)  Except
      where Section
      9.2(c) or 9.4(d) applies,
      in order to effect the liquidation of the Trust and distribution of the Notes
      to
      Holders, the Property Trustee, either itself acting as exchange agent or through
      the appointment of a separate exchange agent, shall establish a record date
      for
      such distribution (which shall not be more than forty-five (45) days prior
      to
      the Liquidation Date nor prior to the date on which notice of such liquidation
      is given to the Holders) and establish such procedures as it shall deem
      appropriate to effect the distribution of Notes in exchange for the Outstanding
      Securities Certificates.




52




(c)  Except
      where Section
      9.2(c) or 9.4(d) applies,
      after the Liquidation Date, (i) the Trust Securities will no longer be deemed
      to
      be Outstanding, (ii) certificates representing a Like Amount of Notes will
      be
      issued to Holders of Securities Certificates, upon surrender of such
      Certificates to the exchange agent for exchange, (iii) the Depositor shall
      use
      its best efforts to have the Notes listed on the New York Stock Exchange or
      on
      such other exchange, interdealer quotation system or self-regulatory
      organization on which the Preferred Securities are then listed, if any, (iv)
      Securities Certificates not so surrendered for exchange will be deemed to
      represent a Like Amount of Notes bearing accrued and unpaid interest in an
      amount equal to the accumulated and unpaid Distributions on such Securities
      Certificates until such certificates are so surrendered (and until such
      certificates are so surrendered, no payments of interest or principal will
      be
      made to Holders of Securities Certificates with respect to such Notes) and
      (v)
      all rights of Holders holding Trust Securities will cease, except the right
      of
      such Holders to receive Notes upon surrender of Securities
      Certificates.




(d)  Notwithstanding
      the other provisions of this Section
      9.4 ,
      if
      distribution of the Notes in the manner provided herein is determined by the
      Property Trustee not to be permitted or practical, the Trust Property shall
      be
      liquidated, and the Trust shall be wound up by the Property Trustee in such
      manner as the Property Trustee determines. In such event, Holders will be
      entitled to receive out of the assets of the Trust available for distribution
      to
      Holders, after satisfaction of liabilities to creditors of the Trust as provided
      by applicable law, an amount equal to the Liquidation Amount per Trust Security
      plus accumulated and unpaid Distributions thereon to the date of payment (such
      amount being the “Liquidation Distribution”). If, upon any such winding up the
      Liquidation Distribution can be paid only in part because the Trust has
      insufficient assets available to pay in full the aggregate Liquidation
      Distribution, then, subject to the next succeeding sentence, the amounts payable
      by the Trust on the Trust Securities shall be paid on a pro rata basis (based
      upon Liquidation Amounts). The Holder of the Common Securities will be entitled
      to receive Liquidation Distributions upon any such winding up pro rata (based
      upon Liquidation Amounts) with Holders of all Trust Securities, except that,
      if
      an Event of Default has occurred and is continuing, the Preferred Securities
      shall have a priority over the Common Securities as provided in Section
      4.3 .




SECTION
      9.5.  Mergers,
      Consolidations, Amalgamations or Replacements of Trust.




The
      Trust
      may not merge with or into, consolidate, amalgamate, or be replaced by, or
      convey, transfer or lease its properties and assets substantially as an entirety
      to, any Person except pursuant to this Article
      IX .
      At the
      request of the Holders of the Common Securities, without the consent of the
      Holders of the Preferred Securities, the Trust may merge with or into,
      consolidate, amalgamate, or be replaced by or convey, transfer or lease its
      properties and assets substantially as an entirety to a trust organized as
      such
      under the laws of any State; provided, that:




(a)  such
      successor entity either (i) expressly assumes all of the obligations of the
      Trust under this Trust Agreement with respect to the Preferred Securities or
      (ii) substitutes for the Preferred Securities other securities having
      substantially the same terms as the Preferred Securities (such other Securities,
      the “Successor Securities”) so long as the Successor Securities have the same
      priority as the Preferred Securities with respect to distributions and payments
      upon liquidation, redemption and otherwise;




53




(b)  a
      trustee
      of such successor entity possessing substantially the same powers and duties
      as
      the Property Trustee is appointed to hold the Notes;




(c)  if
      the
      Preferred Securities or the Notes are rated, such merger, consolidation,
      amalgamation, replacement, conveyance, transfer or lease does not cause the
      Preferred Securities or the Notes (including any Successor Securities) to be
      downgraded by any nationally recognized statistical rating organization that
      then assigns a rating to the Preferred Securities or the Notes;




(d)  the
      Preferred Securities are listed, or any Successor Securities will be listed
      upon
      notice of issuance, on any national securities exchange or interdealer quotation
      system on which the Preferred Securities are then listed, if any;




(e)  such
      merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
      does not adversely affect the rights, preferences and privileges of the Holders
      of the Preferred Securities (including any Successor Securities) in any material
      respect;




(f)  such
      successor entity has a purpose substantially identical to that of the
      Trust;




(g)  prior
      to
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease, the Depositor has received an Opinion of Counsel to the effect that
      (i)
      such merger, consolidation, amalgamation, replacement, conveyance, transfer
      or
      lease does not adversely affect the rights, preferences and privileges of the
      Holders of the Preferred Securities (including any Successor Securities) in
      any
      material respect; (ii) following such merger, consolidation, amalgamation,
      replacement, conveyance, transfer or lease, neither the Trust nor such successor
      entity will be required to register as an “investment company” under the
      Investment Company Act and (iii) following such merger, consolidation,
      amalgamation, replacement, conveyance, transfer or lease, the Trust (or the
      successor entity) will continue to be classified as a grantor trust for U.S.
      federal income tax purposes; and




(h)  the
      Depositor or its permitted transferee owns all of the common securities of
      such
      successor entity and guarantees the obligations of such successor entity under
      the Successor Securities at least to the extent provided by the
      Indenture.




Notwithstanding
      the foregoing, the Trust shall not, except with the consent of Holders of all
      of
      the Preferred Securities, consolidate, amalgamate, merge with or into, or be
      replaced by or convey, transfer or lease its properties and assets substantially
      as an entirety to any other Person or permit any other entity to consolidate,
      amalgamate, merge with or into, or replace, the Trust if such consolidation,
      amalgamation, merger, replacement, conveyance, transfer or lease would cause
      the
      Trust or the successor entity to be taxable as a corporation or classified
      as
      other than a grantor trust for United States federal income tax purposes or
      cause the Notes to be treated as other than indebtedness of the Depositor for
      United States federal income tax purposes.




54




ARTICLE
      X.




Information
      to Purchaser




SECTION
      10.1.  Depositor
      Obligations to Purchaser.




Notwithstanding
      any other provision herein, the Depositor and the Guarantor shall furnish to
      (a)
      the Purchaser, (b) any Owner of the Preferred Securities reasonably identified
      to the Depositor, the Guarantor, or the Trust (which identification may be
      made
      either by such Owner or by the Purchaser) and (c) any designee of (a) or (b)
      above, copies of all correspondence, notices, forms, filings, reports and other
      documents required to be provided by the Depositor or the Guarantor, whether
      acting through an Administrative Trustee or otherwise, to the Property Trustee
      or Delaware Trustee under this Trust Agreement.




SECTION
      10.2.  Property
      Trustee’s Obligations to Purchaser.




Notwithstanding
      any other provision herein, the Property Trustee shall furnish to the Purchaser,
      and any a designee thereof as identified in writing to the Property Trustee,
      copies of all (i) correspondence, notices, forms, filings, reports and other
      documents received by the Property Trustee or Delaware Trustee from the
      Depositor, whether acting through an Administrative Trustee or otherwise, under
      this Trust Agreement, and (ii) all correspondence, notices, forms, filings,
      reports and other documents required to be provided to the Depositor or a Holder
      by the Property Trustee or Delaware Trustee under this Trust
      Agreement.






ARTICLE
      XI.




Miscellaneous
      Provisions




SECTION
      11.1.  Limitation
      of Rights of Holders.




Except
      as
      set forth in Section
      9.2 ,
      the
      death, bankruptcy, termination, dissolution or incapacity of any Person having
      an interest, beneficial or otherwise, in Trust Securities shall not operate
      to
      terminate this Trust Agreement, nor annul, dissolve or terminate the Trust
      nor
      entitle the legal representatives or heirs of such Person or any Holder for
      such
      Person, to claim an accounting, take any action or bring any proceeding in
      any
      court for a partition or winding up of the arrangements contemplated hereby,
      nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.




SECTION
      11.2.  Agreed
      Tax Treatment of Trust and Trust Securities.




The
      parties hereto and, by its acceptance or acquisition of a Trust Security or
      a
      beneficial interest therein, the Holder of, and any Person that acquires a
      beneficial interest in, such Trust Security intend and agree to treat the Trust
      as a grantor trust for United States federal, state and local tax purposes,
      and
      to treat the Trust Securities (including all payments and proceeds with respect
      to such Trust Securities) as undivided beneficial ownership interests in the
      Trust Property (and payments and proceeds therefrom, respectively) for United
      States federal, state and local tax purposes and to treat the Notes as
      indebtedness of the Depositor for United States federal, state and local tax
      purposes. The provisions of this Trust Agreement shall be interpreted to further
      this intention and agreement of the parties.




55




SECTION
      11.3.  Amendment.




(a)  This
      Trust Agreement may be amended from time to time by the Property Trustee, the
      Administrative Trustees and the Holder of all the Common Securities, without
      the
      consent of any Holder of the Preferred Securities, (i) to cure any ambiguity,
      correct or supplement any provision herein that may be defective or inconsistent
      with any other provision herein, or to make or amend any other provisions with
      respect to matters or questions arising under this Trust Agreement, which shall
      not be inconsistent with the other provisions of this Trust Agreement, (ii)
      to
      modify, eliminate or add to any provisions of this Trust Agreement to such
      extent as shall be necessary to ensure that the Trust will neither be taxable
      as
      a corporation nor be classified as other than a grantor trust for United States
      federal income tax purposes at all times that any Trust Securities are
      Outstanding or to ensure that the Notes are treated as indebtedness of the
      Depositor for United States federal income tax purposes, or to ensure that
      the
      Trust will not be required to register as an “investment company” under the
      Investment Company Act or (iii) to add to the covenants, restrictions or
      obligations of the Depositor; provided, that in the case of clauses (i), (ii)
      or
      (iii), such action shall not adversely affect in any material respect the
      interests of any Holder.




(b)  Except
      as
      provided in Section
      11.3(c) ,
      any
      provision of this Trust Agreement may be amended by the Property Trustee, the
      Administrative Trustees and the Holder of all of the Common Securities and
      with
      (i) the consent of Holders of at least a Majority in Liquidation Amount of
      the
      Preferred Securities and (ii) receipt by the Trustees of an Opinion of Counsel
      to the effect that such amendment or the exercise of any power granted to the
      Trustees in accordance with such amendment will not cause the Trust to be
      taxable as a corporation or classified as other than a grantor trust for United
      States federal income tax purposes or affect the treatment of the Notes as
      indebtedness of the Depositor for United States federal income tax purposes
      or
      affect the Trust’s exemption from status (or from any requirement to register)
      as an “investment company” under the Investment Company Act.




(c)  Notwithstanding
      any other provision of this Trust Agreement, without the consent of each Holder,
      this Trust Agreement may not be amended to (i) change the accrual rate, amount,
      currency or timing of any Distribution on or the redemption price of the Trust
      Securities or otherwise adversely affect the amount of any Distribution or
      other
      payment required to be made in respect of the Trust Securities as of a specified
      date, (ii) restrict or impair the right of a Holder to institute suit for the
      enforcement of any such payment on or after such date, (iii) reduce the
      percentage of aggregate Liquidation Amount of Outstanding Preferred Securities,
      the consent of whose Holders is required for any such amendment, or the consent
      of whose Holders is required for any waiver of compliance with any provision
      of
      this Trust Agreement or of defaults hereunder and their consequences provided
      for in this Trust Agreement; (iv) impair or adversely affect the rights and
      interests of the Holders in the Trust Property, or permit the creation of any
      Lien on any portion of the Trust Property; or (v) modify the definition of
      “Outstanding,” this Section
      11.3(c) , Sections
      4.1 , 4.2 , 4.3 , 6.10(e) or Article
      IX .




56




(d)  Notwithstanding
      any other provision of this Trust Agreement, no Trustee shall enter into or
      consent to any amendment to this Trust Agreement that would cause the Trust
      to
      be taxable as a corporation or to be classified as other than a grantor trust
      for United States federal income tax purposes or that would cause the Notes
      to
      fail or cease to be treated as indebtedness of the Depositor for United States
      federal income tax purposes or that would cause the Trust to fail or cease
      to
      qualify for the exemption from status (or from any requirement to register)
      as
      an “investment company” under the Investment Company Act.




(e)  If
      any
      amendment to this Trust Agreement is made, the Administrative Trustees or the
      Property Trustee shall promptly provide to the Depositor and the Note Trustee
      a
      copy of such amendment.




(f)  No
      Trustee shall be required to enter into any amendment to this Trust Agreement
      that affects its own rights, duties or immunities under this Trust Agreement.
      The Trustees shall be entitled to receive an Opinion of Counsel and an Officer’s
      Certificate stating that any amendment to this Trust Agreement is in compliance
      with this Trust Agreement and all conditions precedent herein provided for
      relating to such action have been met.




(g)  No
      amendment or modification to this Trust Agreement that adversely affects in
      any
      material respect the rights, duties, liabilities, indemnities or immunities
      of
      the Delaware Trustee hereunder shall be permitted without the prior written
      consent of the Delaware Trustee.




SECTION
      11.4.  Separability.




If
      any
      provision in this Trust Agreement or in the Securities Certificates shall be
      invalid, illegal or unenforceable, the validity, legality and enforceability
      of
      the remaining provisions shall not in any way be affected or impaired thereby,
      and there shall be deemed substituted for the provision at issue a valid, legal
      and enforceable provision as similar as possible to the provision at
      issue.




SECTION
      11.5.  Governing
      Law.




THIS
      TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
      TRUST, THE DEPOSITOR, THE GUARANTOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST
      AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO
      ITS
      CONFLICTS OF LAWS PROVISIONS.




SECTION
      11.6.  Successors.




This
      Trust Agreement shall be binding upon and shall inure to the benefit of any
      successor to the Depositor, the Guarantor, the Trust and any Trustee, including
      any successor by operation of law. Except in connection with a transaction
      involving the Depositor that is permitted under Article
      VIII of the
      Indenture and pursuant to which the assignee agrees in writing to perform the
      Depositor’s obligations hereunder, the Depositor shall not assign its
      obligations hereunder.




57




SECTION
      11.7.  Headings.




The
      Article and Section headings are for convenience only and shall not affect
      the
      construction of this Trust Agreement.




SECTION
      11.8.  Reports,
      Notices and Demands.




(a)  Any
      report, notice, demand or other communication that by any provision of this
      Trust Agreement is required or permitted to be given or served to or upon any
      Holder, the Depositor or the Guarantor may be given or served in writing
      delivered in person, or by reputable, overnight courier, by telecopy or by
      deposit thereof, first-class postage prepaid, in the United States mail,
      addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
      as such Holder’s name and address may appear on the Securities Register; (b) in
      the case of the Holder of all the Common Securities or the Depositor, to
      NorthStar Realty Finance Limited Partnership c/o NorthStar Realty Finance Corp.,
      399 Park Avenue, 18 th Floor,
      New York, NY 10022, Attention: Chief Financial Officer, or to such other address
      as may be specified in a written notice by the Holder of all the Common
      Securities or the Depositor, as the case may be, to the Property Trustee; and
      (c) in the case of the Guarantor, to NorthStar Realty Finance Corp., 399 Park
      Avenue, 18 th Floor,
      New York, NY 10022, Attention: Chief Financial Officer, or to such other address
      as may be specified in a written notice by the Guarantor to the Property
      Trustee. Such report, notice, demand or other communication to or upon a Holder,
      the Depositor or the Guarantor shall be deemed to have been given when received
      in person, within one (1) Business Day following delivery by overnight courier,
      when telecopied with receipt confirmed, or within three (3) Business Days
      following delivery by mail, except that if a notice or other document is refused
      delivery or cannot be delivered because of a changed address of which no notice
      was given, such notice or other document shall be deemed to have been delivered
      on the date of such refusal or inability to deliver.




(b)  Any
      notice, demand or other communication that by any provision of this Trust
      Agreement is required or permitted to be given or served to or upon the Property
      Trustee, the Delaware Trustee, the Administrative Trustees or the Trust shall
      be
      given in writing by deposit thereof, first-class postage prepaid, in the U.S.
      mail, personal delivery or facsimile transmission, addressed to such Person
      as
      follows: (a) with respect to the Property Trustee and the Delaware Trustee
      to
      Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
      Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets, facsimile
      no. (302) 636-4140; (b) with respect to the Administrative Trustees, to them
      at
      the address above for notices to the Depositor, marked “Attention:
      Administrative Trustees of NorthStar Realty Finance Trust VII,” and (c) with
      respect to the Trust, to its principal executive office specified in Section
      2.2 ,
      with a
      copy to the Property Trustee. Such notice, demand or other communication to
      or
      upon the Trust, the Property Trustee or the Administrative Trustees shall be
      deemed to have been sufficiently given or made only upon actual receipt of
      the
      writing by the Trust, the Property Trustee or the Administrative
      Trustees.




SECTION
      11.9.  Agreement
      Not to Petition.




Each
      of
      the Trustees and the Depositor agree for the benefit of the Holders that, until
      at least one year and one day after the Trust has been terminated in accordance
      with Article
      IX ,
      they
      shall not file, or join in the filing of, a petition against the Trust under
      any
      Bankruptcy Law or otherwise join in the commencement of any proceeding against
      the Trust under any Bankruptcy Law. If the Depositor takes action in violation
      of this Section
      11.9 ,
      the
      Property Trustee agrees, for the benefit of Holders, that at the expense of
      the
      Depositor, it shall file an answer with the applicable bankruptcy court or
      otherwise properly contest the filing of such petition by the Depositor against
      the Trust or the commencement of such action and raise the defense that the
      Depositor has agreed in writing not to take such action and should be estopped
      and precluded therefrom and such other defenses, if any, as counsel for the
      Property Trustee or the Trust may assert.




58




This
      instrument may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument. Delivery of an executed
      signature page of this instrument by facsimile transmission shall be effective
      as delivery of a manually executed counterpart hereof.




[REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]







59


IN
      WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
      Trust Agreement as of the day and year first above written.


NorthStar
                  Realty Finance Limited Partnership,
                as
                  DepositorBy:
              NorthStar
                  Realty Finance Corp., its
                General
                  PartnerBy:
              /s/
                  Albert Tylis
                Albert
                  Tylis
                Executive
                  Vice President, General Counsel and Assistant SecretaryBy:
              NorthStar
                  Realty Finance Corp.,
                as
                  GuarantorBy:
              /s/
                  Albert Tylis
                Albert
                  Tylis
                Executive
                  Vice President, General Counsel and Assistant SecretaryWilmington
                Trust Company,
                as Delaware Trustee
              
              NorthStar
                  Realty Finance Trust VIIBy:
              /s/
                  W. Thomas Morris, II
                Name:
                  W. Thomas Morris, II
                Title:
                  Assistant Vice President
              
              /s/
                  David T. Hamamoto
                Administrative
                  TrusteeWilmington
                Trust Company,
                as Property Trustee
              
              /s/
                  Richard J. McCready
                Richard
                  J. McCready
                Administrative
                  TrusteeBy:
              /s/
                  W. Thomas Morris, II
                Name:
                  W. Thomas Morris, II
                Title:
                  Assistant Vice President
              
              /s/
                  Andrew C. Richardson
                Andrew
                  C. Richardson
                Administrative
                  Trustee