**AMENDED
      AND RESTATED TRUST AGREEMENT**




among




**DESERT
      CAPITAL REIT, INC** **.** **,**




as *Depositor*




**JPMORGAN
      CHASE BANK** **,
      NATIONAL ASSOCIATION**




*as
      Property Trustee*




**CHASE
      BANK USA, NATIONAL ASSOCIATION** **,**




*as
      Delaware Trustee*




and







**THE
      ADMINISTRATIVE TRUSTEES NAMED HEREIN**




*as
      Administrative Trustees*




**________________**






Dated
      as
      of June 16, 2006




**________________**









**DESERT
      CAPITAL TRS STATUTORY TRUST I**













**Page**Article
              I.   Defined Terms
            
            1Section
                1.1 Definitions
            
            1Article
              II.  The Trust
            
            6Section
                2.1 Name
            
            6Section
                2.2 Office of the
                Delaware Trustee; Principal Place of Business
            
            6Section
                2.3 Initial
                Contribution of Trust Property; Fees, Costs and Expenses
            
            6Section
                2.4 Purposes of
                Trust
            
            6Section
                2.5 Authorization
                to Enter into Certain Transactions
            
            6Section
                2.6 Assets of
                Trust
            
            7Section
                2.7 Title to Trust
                Property
            
            7Article
              III.  Payment Account; Paying Agents
            
            8Section
                3.1 Payment
                Account
            
            8Section
                3.2 Appointment of
                Paying Agents
            
            8Article
              IV.  Distributions; Redemption
            
            9Section
                4.1 Distributions
            
            9Section
                4.2 Redemption
            
            10Section
                4.3 Subordination
                of Common Securities
            
            11Section
                4.4 Payment
                Procedures
            
            11Section
                4.5 Withholding
                Tax
            
            11Section
                4.6 Tax Returns and
                Other Reports
            
            11Section
                4.7 Payment of
                Taxes, Duties, Etc. of the Trust
            
            11Section
                4.8 Payments under
                Indenture or Pursuant to Direct Actions
            
            11Section
                4.9 Exchanges
            
            11Section
                4.10          Calculation
                Agent
            
            12Section
                4.11          Certain
                Accounting Matters
            
            12Article
              V.  Securities
            
            13Section
                5.1 Initial
                Ownership
            
            13Section
                5.2 Authorized
                Trust Securities
            
            13Section
                5.3 Issuance of the
                Common Securities; Subscription and Purchase of Notes
            
            13Section
                5.4 The Securities
                Certificates
            
            13Section
                5.5 Rights of
                Holders
            
            13Section
                5.6 Book-Entry
                Preferred Securities
            
            13Section
                5.7 Registration
                of
                Transfer and Exchange of Preferred Securities Certificates
            
            14Section
                5.8 Mutilated,
                Destroyed, Lost or Stolen Securities Certificates
            
            15Section
                5.9 Persons Deemed
                Holders
            
            15Section
                5.10         
                Cancellation
            
            15Section
                5.11          Ownership of
                Common Securities by Depositor
            
            15Section
                5.12          Restricted
                Legends
            
            16Section
                5.13          Form of
                Certificate of Authentication
            
            16Article
              VI.  Meetings; Voting; Acts of Holders
            
            17Section
                6.1 Notice of
                Meetings
            
            17Section
                6.2 Meetings of
                Holders of the Preferred Securities
            
            17Section
                6.3 Voting
                Rights
            
            17Section
                6.4 Proxies,
                Etc.
            
            17Section
                6.5 Holder Action
                by Written Consent
            
            17Section
                6.6 Record Date for
                Voting and Other Purposes
            
            17Section
                6.7 Acts of
                Holders
            
            17Section
                6.8 Inspection of
                Records
            
            18Section
                6.9 Limitations on
                Voting Rights
            
            18Section
                6.10          Acceleration of
                Maturity; Rescission of Annulment; Waivers of Past Default
            
            18Article
              VII.  Representations and Warranties
            
            20Section
                7.1 Representations
                and Warranties of the Property Trustee and the Delaware
                Trustee
            
            20Section
                7.2 Representations
                and Warranties of Depositor
            
            20Article
              VIII.  The Trustees
            
            21Section
                8.1 Number of
                Trustees
            
            21Section
                8.2 Property
                Trustee Required
            
            21Section
                8.3 Delaware
                Trustee Required
            
            21Section
                8.4 Appointment of
                Administrative Trustees
            
            21Section
                8.5 Duties and
                Responsibilites of the Trustees
            
            21Section
                8.6 Notices of
                Defaults and Extensions
            
            22Section
                8.7 Certain Rights
                of Property Trustee
            
            22Section
                8.8 Delegation of
                Power
            
            23Section
                8.9 May Hold
                Securities
            
            23Section
                8.10          Compensation;
                Reimbursement; Indemnity
            
            23Section
                8.11          Resignation and
                Removal; Appointment of Successor
            
            24Section
                8.12          Acceptance of
                Appointment by Successor
            
            24Section
                8.13          Merger,
                Conversion, Consolidation or Succession to Business
            
            25Section
                8.14          Not Responsible
                for Recitals of Issuance of Securities
            
            25Section
                8.15          Property
                Trustee May File Proofs of Claim
            
            25Section
                8.16          Reports to the
                Property Trustee
            
            25Article
              IX.  Termination, Liquidation and Merger
            
            26Section
                9.1 Dissolution
                Upon Expiration Date
            
            26Section
                9.2 Early
                Termination
            
            26Section
                9.3 Termination
            
            26Section
                9.4 Liquidation
            
            26Section
                9.5 Mergers,
                Consolidations, Amalgamations or Replacements of Trust
            
            27Article
              X.  Miscellaneous Provisions
            
            28Section
                10.1 Limitation of
                Rights of Holders
            
            28Section
                10.2 Agreed Tax
                Treatment of Trust and Trust Securities
            
            28Section
                10.3 Amendment
            
            28Section
                10.4 Separability
            
            28Section
                10.5 Governing
                Law
            
            29Section
                10.6 Successors
            
            29Section
                10.7 Headings
            
            29Section
                10.8 Reports,
                Notices, and Demands
            
            29Section
                10.9 Agreement Not
                to Petition
            
            29Section
                10.10         
                Counterparts
            
            29Exhibit
              A - Certificate of Trust of Desert Capital TRS Statutory Trust I
            
            31Exhibit
              B - Form of Common Securities Certificate
            
            32Exhibit
              C - Form of Preferred Securities Certificate
            
            33Exhibit
              D - Junior Subordinated Indenture
            
            37Exhibit
              E - Form of Certificate to be Executed for Transferees
            
            38Exhibit
              F - Form of Officer's Financial Certificate
            
            39Schedule
              A - Calculation of LIBOR
            
            40

















This
      Amended And Restated Trust Agreement ,
      dated
      as of June 16, 2006, among (i) Desert Capital REIT, Inc., a Maryland
      corporation (including any successors or permitted assigns, the “ *Depositor* ” ),
      (ii)
      JPMorgan Chase Bank, National Association, a national banking association,
      as
      property trustee (in such capacity, the “ *Property
      Trustee* ” *)* ,
      (iii)
      Chase Bank USA, National Association, a national banking association, as
      Delaware trustee (in such capacity, the “ *Delaware
      Trustee* ” ),
      (iv) Todd
      B.
      Parriott ,
      an
      individual, Jonathan
      G. Arens ,
      an
      individual and Erin
      Linnemeyer ,
      an
      individual, each of whose address is c/o Desert Capital REIT, Inc. , 1291
      Galleria Drive, Suite 200, Henderson, NV 89014 **,** 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
      (v) the several Holders, as hereinafter defined.




Witnesseth




Whereas, the
      Depositor 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 June 1, 2006 (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.




1


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




(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 Federal or State
      bankruptcy, insolvency, reorganization or other similar 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
      Laws”* 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 .




*“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 .




*“Common
      Security”* means an
      undivided beneficial interest in the assets of the Trust, having a Liquidation
      Amount of $1,000 and having the rights 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 600 Travis, 50 th Floor,
      Houston, Texas 77002, Attention: Worldwide Securities Services— **** Desert
      Capital TRS Statutory Trust I .
      Initially, all notices and correspondence shall be addressed to Mudassir
      Mohamed, telephone (713) 216-2826.




*“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, a New York corporation, or any successor
      thereto.




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




*“EDGAR”* has the
      meaning specified in Section
      4.11(c) .




*“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):




(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




2


(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.




*“Holder”* means a
      Person in whose name a Trust Security or Trust Securities are registered in
      the
      Securities Register; any such Person shall be deemed to 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 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.




“ *Interest
      Payment Date(s)* ”
has
      the
      meaning specified in Section 1.1 of the Indenture.




*“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”* means
      Common or Preferred Securities, as the case may be, representing more than
      fifty
      percent (50%) of the aggregate Liquidation Amount of all (or a specified group
      of) then Outstanding Common or Preferred Securities, as the case may
      be.




*“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.




3


*“Officers’
      Certificate”* means a
      certificate signed by the Chief Executive Officer, the President or an Executive
      Vice President, and by the Chief Financial Officer, Treasurer or an Assistant
      Treasurer, of the Depositor, and delivered to the Trustees. Any Officers’
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 which is
      not an Officers’ Certificate) shall include:




(a)  a
      statement by each officer signing the Officers’ 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 Officers’ 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 any Affiliate of the Depositor.




*“Optional
      Note Redemption Price”* means,
      with respect to any Note to be redeemed on any Redemption Date under the
      Indenture, an amount equal to one hundred percent (100%) of the outstanding
      principal amount of such Note, together with accrued interest, including any
      Additional Interest (to the extent legally enforceable), thereon through but
      not
      including the date fixed as such Redemption Date.




*“Optional
      Redemption Price”* means,
      with respect to any Trust Security, an amount equal to one hundred percent
      (100%) of the Liquidation Amount of such Trust Security on the Redemption Date,
      plus accumulated and unpaid Distributions to the Redemption Date, plus the
      related amount of the premium, if any, and/or accrued interest, including
      Additional Interest, if any, thereon paid by the Depositor upon the concurrent
      redemption or payment at maturity of a Like Amount of Notes.




*“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;




*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, any Trustee or any Affiliate of the Depositor 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, 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, any Trustee or any Affiliate of the Depositor 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 (other than the Depositor or any Affiliate of the Depositor)
      authorized by the Administrative Trustee 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 Section
      3.1 , Section
      4.1 and Section
      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 an
      undivided beneficial interest in the assets of the Trust, having a Liquidation
      Amount of $1,000 and having the rights 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.




*“Purchase
      Agreement”* means
      the Purchase Agreement or Purchase Agreements (whether one or more) executed
      and
      delivered contemporaneously with this Agreement by the Trust, the Depositor
      and
      the purchaser(s) named therein, as the same may be amended from time to
      time.




“ *QIB* ”
means
      a
“qualified institutional buyer” as defined in Rule 144A under the Securities Act
      of 1933, as amended.




“ *QP* ”
means
      a
“qualified purchaser” as defined in section 2(a)(51) of the Investment Company
      Act of 1940, as amended.




“ *QIB/QP* ”
means
      a
      QIB that is also a QP.




4


*“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
      the Special Redemption Price or Optional Redemption Price, as applicable. If
      the
      Depositor has redeemed the Notes at the Special Note Redemption Price, the
      Trust
      shall redeem the Trust Securities at the Special Redemption Price. If the
      Depositor has redeemed the Notes at the Optional Note Redemption Price, the
      Trust shall redeem the Trust Securities at the Optional Redemption
      Price.




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




*“Responsible
      Officer”* means,
      with respect to the Property Trustee, the officer in the Worldwide Securities
      Services department of the Property Trustee having direct responsibility for
      the
      administration of this Trust Agreement.




*“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
      Note Redemption Price”* means,
      with respect to any Note to be redeemed on any Redemption Date under the
      Indenture, an amount equal to one hundred seven and one half percent (107.5%)
      of
      the outstanding principal amount of such Note, together with accrued interest,
      including Additional Interest, thereon through but not including the date fixed
      as such Redemption Date.




*“Special
      Redemption Price”* means,
      with respect to any Trust Security, an amount equal to one hundred seven and
      one
      half percent (107.5%) of the Liquidation Amount of such Trust Security on the
      Redemption Date, plus accumulated and unpaid Distributions to but not including
      the date fixed as the Redemption Date, plus the related amount of the premium,
      if any, and/or accrued interest, including Additional Interest, if any, thereon
      paid by the Depositor upon the concurrent redemption or payment at maturity
      of a
      Like Amount of Notes.




*“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 “ Desert
      Capital TRS Statutory Trust I ,”
which
      was created on June 1, 2006 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.




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




*“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.






5


ARTICLE
      II


The
      Trust




SECTION
      2.1.  *Name* .




The
      trust
      continued hereby shall be known as “ Desert
      Capital TRS Statutory Trust I ”,
      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 Chase Bank USA,
      National Association, 500 Stanton Christiana Road, Building 4 (3 rd Floor),
      Newark, DE 19713, Attention: Worldwide Securities Services, or such other
      address in the State of Delaware as the Delaware Trustee may designate by
      written notice to the Holders, the Depositor, the Property Trustee and the
      Administrative Trustees. The principal executive office of the Trust is 1291
      Galleria Drive, Suite 200, Henderson, NV 89014, Attention:
      Jonathan Arens ,
      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.




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 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 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 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 and
      authority 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 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 purchase
      agreement;




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




(F)  the
      appointment of a Paying Agent and Securities Registrar in accordance with this
      Trust Agreement;




(G)  execution
      and delivery of closing certificates, if any, pursuant to the Purchase Agreement
      and application for a taxpayer identification number for the Trust;




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




6


(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 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, duty and authority
      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
      collection of interest, principal and any other payments made in respect of
      the
      Notes and the holding of such amounts in the Payment Account;




(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, provided that the Administrative Trustees shall have
      the power, duty and authority to act on behalf of the Trust with respect to
      the
      preparation, execution and filing of the certificate of cancellation of the
      Trust with the Secretary of State of the State of Delaware; and




(I)  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 authorized to operate the
      Trust
      so that the Trust will not be taxable as a corporation or classified as other
      than a grantor trust for U.S. federal income tax purposes, so that the Notes
      will be treated as indebtedness of the Depositor for U.S. 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 respect thereof,
      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 from a change in law or regulation or in the
      interpretation thereof.




(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.






7


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.




SECTION
      3.2.  *Appointment
      of Paying Agents* .




The
      Paying Agent shall initially be the Property Trustee. 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 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. For the avoidance of doubt, the Company shall not
      be
      permitted to appoint itself or any Affiliate as a Paying Agent
      hereunder.




8




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 June 16, 2006, and, except as provided
      in
      clause (ii) below, shall be payable quarterly in arrears on January
      30, April 30, July 30 and October 30 of each
      year, commencing on July 30, 2006. 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”* );




(ii)  Distributions
      shall accumulate in respect of the Trust Securities at a variable rate equal
      to
      LIBOR plus 4.00% per
      annum 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
      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, except that Distributions and any
      Additional Interest Amounts payable on the stated maturity (or any date of
      principal repayment upon early maturity) of the principal of a Trust Security
      or
      on a Redemption Date shall be paid to the Person to whom principal is paid.
      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.







9


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.




(b)  Notice
      of
      redemption shall be given by the Property Trustee by first-class mail, postage
      prepaid, mailed not less than fifteen (15) 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 (5 th )
      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 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 July
      30,
      2011 , **** in
      whole
      or in part, from time to time at the Optional Note Redemption Price. The Notes
      may also be redeemed by the Depositor, at its option pursuant to the terms
      of
      the Indenture, in whole but not in part, upon the occurrence and during the
      continuation of an Investment Company Event or a Tax Event, at the Special
      Note
      Redemption Price.




(d)  If
      the
      Property Trustee gives a notice of redemption in respect of any Preferred
      Securities, then by 11:00 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 by the Trust, 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. Upon
      such
      a partial redemption **,** the
      Preferred Securities to be redeemed from
      each
      Holder of Preferred Securities shall be
      selected on a *pro
      rata* basis
      based upon the respective Liquidation Amounts of the
      Preferred Securities then held by each Holder of the Preferred
      Securities **** 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* 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.




(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.




10


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.




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* .




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 U.S.
      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 Se rvice
      forms and returns required to be provided by the Trust. The Administrative
      Trustees shall
      provide the Depositor, Taberna Capital Management, LLC and the Property Trustee
      with a copy of all such returns and reports promptly after such filing or
      furnishing.




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 Section 2.2
      and Section 3.5 of the Indenture, receive, in exchange therefor, a Like Amount
      of Notes. Such election shall be exercisable effective on any Distribution
      Date
      by such Depositor Affiliate delivering to the Property Trustee (i) at least
      ten
      (10) Business Days prior to the Distribution Date on which such exchange is
      to
      occur, the registration instructions and the documentation, if any, required
      pursuant to Section 2.2 and Section 3.5 of the Indenture to enable the Indenture
      Trustee to issue the requested Like Amount of Notes, (ii) 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 (iii) 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.




11


SECTION
      4.10.  *Calculation
      Agent* .




(a)  The
      Calculation Agent may be removed by the Administrative Trustees at any time.
      Notwithstanding the foregoing, 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. 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 Eurodollar deposits
      in the international Eurodollar market and which does not control or is not
      controlled by or under common control with the Administrative Trustee or its
      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
      (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 Administrative Trustees, the Note Trustee, each Paying Agent
      and
      the Depositary. The Calculation Agent will also specify to the Administrative
      Trustee 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.




(c)  If
      the
      Depositor intends to file its annual and quarterly information with the
      Commission in electronic form pursuant to Regulation S-T of the Commission
      using
      the Commission’s Electronic Data Gathering, Analysis and Retrieval
      (“ *EDGAR* ”)
      system, the Administrative Trustees shall notify the Property Trustee in the
      manner prescribed herein of each such annual and quarterly filing. The Property
      Trustee is hereby authorized and directed to access the EDGAR system for
      purposes of retrieving the financial information so filed. Compliance with
      the
      foregoing shall constitute delivery by the Administrative Trustees of its
      financial statements to the Property Trustee in compliance with the provisions
      of section 314(a) of the Trust Indenture Act, if applicable. The Property
      Trustee shall have no duty to search for or obtain any electronic or other
      filings that the Depositor makes with the Commission, regardless of whether
      such
      filings are periodic, supplemental or otherwise. Delivery of reports,
      information and documents to the Property Trustee pursuant to this Section
      4.11(c) shall be
      solely for purposes of compliance with this Section
      4.11 and, if
      applicable, with Section 314(a) of the Trust Indenture Act. The Property
      Trustee’s receipt of such reports, information and documents shall not
      constitute notice to it of the content thereof or any matter determinable from
      the content thereof, including the Depositor’s compliance with any of its
      covenants hereunder, as to which the Property Trustee is entitled to rely upon
      Officers’ Certificates.




(d)  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.






12


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 $30,000,000 and one series of Common Securities
      having an aggregate Liquidation Amount of $928,000.




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 928 Common Securities having
      an aggregate Liquidation Amount of Nine
      Hundred Twenty Eight Thousand Dollars
      ($928,000), against receipt by the Trust of the aggregate purchase price of
      such
      Common Securities of Nine
      Hundred Twenty Eight Thousand
      Dollars ($928,000) .
      Contemporaneously therewith and with the sale by the Trust to the Holders of
      an
      aggregate of 30,000 Preferred Securities having an aggregate Liquidation Amount of Thirty
      Million Dollars ($30,000,000) ,
      an
      Administrative Trustee, on behalf of the Trust, shall 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
      Million Nine Hundred Twenty Eight Thousand D ollars ($30,928,000) ,
      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
      Million Nine Hundred Twenty Eight Thousand
      Dollars ($30,928,000) (being
      the aggregate amount paid by the Holders for the Preferred Securities, and
      the
      amount paid by the Depositor for the Common Securities).




SECTION
      5.4.  *The
      Securities Certificates* .




(a)  The
      Preferred Securities Certificates shall be issued in minimum denominations
      of
      $100,000 Liquidation Amount and integral multiples of $1,000 in excess thereof,
      and the Common Securities Certificates shall be issued in minimum denominations
      of $10,000 Liquidation Amount and integral multiples of $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)  The
      Preferred Securities issued to QIBs/QPs 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 a 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/QP 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 an authorized signatory 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 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 .




SECTION
      5.5.  *Rights
      of Holders* .




The
      Trust
      Securities shall have no 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/QP, 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/QP 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.




13


(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. 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.




(c)  Every
      Definitive Preferred Securities Certificate executed and delivered upon
      registration or 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 Definitive
      Preferred 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 initial 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.




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 Person acting as 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 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 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
      accompanied by a certificate of the transferee substantially in the form set
      forth as Exhibit
      E hereto.




(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.




(g)  The
      Preferred Securities may only be transferred to a “Qualified Purchaser” as such
      term is defined in section 2(a)(51) of the Investment Company Act.




(h)  Neither
      the Trustee nor the Securities Registrar shall be responsible for ascertaining
      whether any transfer hereunder complies with the registration provisions of
      or
      any exemptions from the Securities Act, applicable state securities laws or
      the
      applicable laws of any other jurisdiction, ERISA, the Code or the Investment
      Company Act; *provided* that if
      a certificate is specifically required by the express terms of this Section
      5.7
      to be delivered to the Trustee or the Securities Registrar by a Holder or
      transferee of a Security, the Trustee and the Securities Registrar shall be
      under a duty to receive and examine the same to determine whether or not the
      certificate substantially conforms on its face to the requirements of this
      Trust
      Agreement and shall promptly notify the party delivering the same if such
      certificate does not comply with such terms.




14


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 to save each of the Trustees 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 such security or indemnity as may be
      required by it to save each of the Trustees 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 provide
      the Property Trustee or Paying Agent, as applicable, with the funds to pay
      such
      Trust Security and upon receipt of such funds, the Property Trustee or Paying
      Agent, as applicable, shall pay such Trust Security instead of issuing a new
      Securities Certificate.




(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.




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 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 retained by the Property Trustee in accordance
      with its customary practices.




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.”




(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 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.




15


SECTION
      5.12.  *Restricted
      Legends* .




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




“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 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
      DESERT CAPITAL TRS STATUTORY TRUST I 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.




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 OR (II)
      TO
      A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED PURCHASER” (AS
      DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED),
      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
      PRINCIPAL OF OR INTEREST 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. 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 IT IS NOT AN EMPLOYEE
      BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH
      SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON
      BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING
      THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
      PURCHASE.”




(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 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 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
      is
      one of the Preferred Securities referred to in the within-mentioned Trust
      Agreement.




Dated:  JPMorgan
      Chase Bank , National
      Association ,
      not in
      its individual capacity, but solely as Property Trustee








By:  ________________________________


Authorized
      signatory






16


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 10.8 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.




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 .




(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.




17


(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.




(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 or waive compliance with any covenant or
      condition under Section 10.7 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 U.S. 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 U.S. 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:




(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; and




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




(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) .




18


(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, 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.




(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 (including any Additional
      Interest) on 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 ,
      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 past
      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 Section
      8.5 and Section
      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.






19


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 and
      the
      Holders that:




(a)  the
      Property Trustee is a national banking association, duly organized and validly
      existing under the laws of the United States of America;




(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 national banking association, duly formed and validly
      existing under the laws of the United States;




(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, fraudulent transfer, reorganization, moratorium and
      similar laws affecting creditors’ rights generally and to general principles of
      equity;




(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 Restated
      Organization Certificate or Articles of Association, as applicable, or By-laws
      of the Property Trustee or the Delaware Trustee, (ii) violate any provision
      of,
      or constitute, with or without notice or lapse of time, a default under, or
      result in the imposition of any lien on any properties included in the Trust
      Property pursuant to the provisions of any indenture, mortgage, credit
      agreement, license or other agreement or instrument to which the Property
      Trustee or the Delaware Trustee is a party or by which it is bound, or
      (iii) 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, trust or general 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, trust or general powers of the Property Trustee or the Delaware
      Trustee, as the case may be; and




(h)  there
      are
      no proceedings pending or, to the best of each of the Property Trustee’s and the
      Delaware Trustee’s knowledge, 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 and
      the
      Trustees that:




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




(b)  the
      Depositor 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)  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 corporate or other action on the part of the
      Depositor and do not require any approval of stockholders of the Depositor
      and
      such execution, delivery and performance will not (i) violate the articles
      or certificate of incorporation or by-laws (or other 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.






20


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 Section
      8.2 , Section
      8.3 ,
      and Section
      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 .
      The
      Delaware Trustee shall have the same rights, privileges and immunities as the
      Property Trustee.




(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.




*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 .
      Nothing
      in this Trust Agreement shall be construed to release any Administrative Trustee
      from liability for his or her own grossly negligent action, grossly negligent
      failure to act; or his or her own grossly willful misconduct. The Administrative
      Trustees shall not be liable for any error or judgment made in good faith.
      To
      the extent that, at law or in equity, a Trustee has duties and liabilities
      relating to the Trust or to the Holders, such Trustee shall not be liable to
      the
      Trust or to any Holder for such Trustee’s good faith reliance on the provisions
      of this Trust Agreement. The provisions of this Trust Agreement, to the extent
      that they restrict the duties and liabilities of the Trustees otherwise existing
      at law or in equity, are agreed by the Depositor and the Holders to replace
      such
      other duties and liabilities of the Trustees.




(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.




21


(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;




(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 except as it may otherwise agree in writing with the Depositor; 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




(v)  the
      Property Trustee shall not be responsible for monitoring the compliance by
      the
      Administrative Trustees 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 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 and the Depositor, unless such default
      shall have been cured or waived. 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)  The
      Property Trustee shall not be charged with knowledge of any Event of Default
      unless either (i) a Responsible Officer of the Property Trustee shall have
      actual knowledge or (ii) the Property Trustee shall have received written notice
      thereof from the Depositor, an Administrative Trustee or a Holder.




(c)  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;




(c)  any
      direction or act of the Depositor contemplated by this Trust Agreement shall
      be
      sufficiently evidenced by an Officers’ 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 any of its 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;




22


(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; *provided,
      however,* that
      nothing contained in this Section
      8.7(g) shall be
      construed to relieve the Property Trustee, upon the occurrence of an Event
      of
      Default, of its obligation to exercise the rights and powers vested in it by
      this Trust Agreement; provided, further, that nothing contained in this Section
      8.7(g) shall
      prevent the Property Trustee from exercising its rights under Section
      8.11 hereof;




(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 upon reasonable
      prior written notice and during normal business hours;




(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 Officers’ 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 consistent with applicable law, delegate
      to
      any other natural person over the age of 21 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.




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, (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 Section
      8.10(b) ),
      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 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.




23


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 any 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 any 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.




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 **.**




(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 Section
      8.3 and Section
      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 .




24


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 .




SECTION
      8.14.  *Not
      Responsible for Recitals, Issuance of Securities* *or
      Representations.*




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. It is expressly
      understood and agreed by the parties hereto that insofar as any document,
      agreement or certificate is executed on behalf of the Trust by any Trustee
      (i)
      such document, agreement or certificate is executed and delivered by such
      Trustee, not in its individual capacity but solely as Trustee under this Trust
      Agreement in the exercise of the powers and authority conferred and vested
      in
      it, (ii) each of the representations, undertakings and agreements made on the
      part of the Trust is made and intended not as representations, warranties,
      covenants, undertakings and agreements by any Trustee in its individual capacity
      but is made and intended for the purpose of binding only the Trust and (iii)
      under no circumstances shall any Trustee in its individual capacity be
      personally liable for the payment of any indebtedness or expenses of the Trust
      or be liable for the breach or failure of any obligation, representation,
      warranty or covenant made or undertaken by the Trust under this Trust Agreement
      or any other document, agreement or certificate.





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.




SECTION
        8.16.  *Reports
        to the Property Trustee.*




(a)  The
      Depositor 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 not later than ninety (90) days after
      the
      end of each fiscal year of the Trust ending after the date of this Trust
      Agreement, an Officers’ Certificate covering the preceding fiscal year, stating
      whether or not to the knowledge of the signers thereof the Depositor and 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
      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 furnish (i) to the Property Trustee; (ii) Taberna Capital Management,
      LLC (at 450 Park
      Avenue, New York, New York 10022 ,
      Attention: Thomas Bogal or such other address as designated by Taberna Capital
      Management, LLC); and (iii) any Owner of the Preferred Securities reasonably
      identified to the Depositor and the Trust (which identification may be made
      either by such Owner or by Taberna Capital Management, LLC) a duly completed
      and
      executed certificate substantively and substantially in the form attached hereto
      as Exhibit
      F ,
      including the financial statements referenced in such Exhibit, which certificate
      and financial statements shall be so furnished by the Depositor 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 not later than ninety (90) days after
      the
      end of each fiscal year of the Depositor.




The
      Property Trustee shall obtain all reports, certificate and information, which
      it
      is entitled to obtain under each of the Operative Documents.




25




ARTICLE
      IX


Termination,
      Liquidation and Merger




SECTION
      9.1.  *Dissolution
      Upon Expiration Date.*




Unless
      earlier dissolved, the Trust shall automatically dissolve on July 30, 2041
      (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;




(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.*




(a)  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.




(b)  As
      soon
      as practicable thereafter, and after satisfaction of liabilities to creditors
      of
      the Trust as required by applicable law, including section 3808 of the Delaware
      Statutory Trust Act, the Delaware Trustee, when notified in writing of the
      completion of the winding up of the Trust in accordance with the Delaware
      Statutory Trust Act, shall terminate the Trust by filing, at the expense of
      the
      Depositor, a certificate of cancellation with the Secretary of State of the
      State of Delaware.




SECTION
      9.4.  *Liquidation.*




(a)  If
      an
      Early Termination Event specified in Section
      9.2(a) , Section
      9.2(b) or Section
      9.2(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 Section
      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.




(c)  Except
      where Section
      9.2(c) or Section
      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 .




26


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;




(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 from a nationally
      recognized, independent counsel to the Depositor experienced in such matters
      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.




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 U.S. federal income tax purposes or cause the
      Notes to be treated as other than indebtedness of the Depositor for U.S. federal
      income tax purposes.






27


ARTICLE
      X


Miscellaneous
      Provisions




SECTION
      10.1.  *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
      10.2.  *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.




SECTION
      10.3.  *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
      10.3(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. In addition to
      and
      subject to the foregoing, the Distribution Dates, and the anticipated Redemption
      Dates with respect to the Preferred Securities or a portion of the Preferred
      Securities shall be conformed in connection with any modification of the (a)
      Interest Payment Dates and corresponding (b) date on or after which the Company
      may, at its option, redeem the Notes in whole or in part at the Optional
      Redemption Price and (c) Stated Maturity of the Notes made by the Depositor
      and
      the Trust at the direction of any holder of the Preferred Securities as set
      forth in Section 6 of the Purchase Agreement..




(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, except
      as
      set forth in the last sentence of Section 10.3(b) above **,** (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
      10.3(c) , Section
      4.1 , Section
      4.2 , Section
      4.3 , Section
      6.10(e) or Article
      IX .




(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 Officers’
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
      10.4.  *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.




28


SECTION
      10.5.  *Governing
      Law.*




**THIS
      TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
      TRUST, THE DEPOSITOR 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
      10.6.  *Successors.*




This
      Trust Agreement shall be binding upon and shall inure to the benefit of any
      successor to the Depositor, 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.




SECTION
      10.7.  *Headings.*




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




SECTION
      10.8.  *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 or the Depositor 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; and (b) in the case
      of the Holder of all the Common Securities or the Depositor, to Desert Capital
      REIT, Inc.,  1291
      Galleria Drive, Suite 200, Henderson, NV 89014, Attention:
      Jonathan Arens ,
      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. Such report, notice, demand or other communication to or upon a Holder
      or the Depositor 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: (i) with respect to the Property Trustee to JPMorgan Chase Bank,
      National Association, 600 Travis, 50 th Floor,
      Houston, Texas 77002, Attention: Worldwide Securities Services— **** Desert
      Capital TRS Statutory Trust I ,
      to the
      attention of Mudassir Mohamed, telephone no. (713) 216-2826, facsimile no.
      (713)
      216-2101, (ii) with respect to the Delaware Trustee, to Chase Bank USA,
      National Association, c/o JPMorgan Chase Bank, National Association, 500 Stanton
      Christiana Road, Building 4 (3 rd Floor),
      Newark, Delaware 19713, Attention: Worldwide Securities Services— **** Desert
      Capital TRS Statutory Trust I ,
      facsimile no. (302) 552-6280 ;
      (iii) with respect to the Administrative Trustees, to them at the address
      above for notices to the Depositor, marked “Attention: Administrative Trustees
      of Desert
      Capital TRS Statutory Trust I ”,
      and
      (iv) 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
      10.9.  *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 10.9 ,
      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.




SECTION
      10.10.  *Counterparts.* 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.







**[REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]**







29


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




Desert
                Capital REIT, Inc.,as
                DepositorBy:
                ________________________________Name:Title:JPMorgan
                Chase Bank,National
                Association,as
                Property Trustee
            Chase
                Bank USA, National Association,
                as Delaware TrusteeBy:_______________________________
            By:
                _________________________________Name:
            Name:Title:
            Title:________________________________
            _______________________________________Administrative
                Trustee
            Administrative
                TrusteeName:
            Name:________________________________Administrative
                TrusteeName:





30


**CERTIFICATE
      OF TRUST**




**OF**




**DESERT
      CAPITAL TRS STATUTORY TRUST I**




This
      Certificate of Trust of Desert
      Capital TRS Statutory Trust I (the *“Trust”* )
      is
      being duly executed and filed on behalf of the Trust by the undersigned, as
      trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del.
      C. §3801 et  seq .)
      (the *“Act”* ).




1.  Name .
      The
      name of the statutory trust formed by this Certificate of Trust is: Desert
      Capital TRS Statutory Trust I .




2.  Delaware
      Trustee .
      The
      name and business address of the trustee of the Trust with its principal place
      of business in the State of Delaware are Chase Bank USA, National Association
      c/o JPMorgan Chase Bank, National Association, 500 Stanton Christiana Road,
      Building 4 (3 rd Floor),
      Newark, Delaware 19713, Attention: Worldwide Securities Services.




3.  Effective
      Date .
      This
      Certificate of Trust shall be effective upon its filing with the Secretary
      of
      State of the State of Delaware.




IN
      WITNESS WHEREOF, the undersigned trustee has executed this Certificate of Trust
      in accordance with section 3811(a)(1) of the Act.




Chase
                Bank USA, National Association,not
                in its individual capacity, but solely as Delaware
                TrusteeBy:Name:Title:








31


**[FORM
      OF COMMON SECURITIES CERTIFICATE]**




**THIS
      COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
      AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
      TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
      IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
      AGREEMENT**




**Certificate
                Number**
            **Number
                of Common Securities****C-**


**Certificate
      Evidencing Common Securities**




**of**




**Desert
      Capital TRS Statutory Trust I**




**Common
      Securities**




**(liquidation
      amount $1,000 per Common Security)**




Desert
      Capital TRS Statutory Trust I ,
      a
      statutory trust created under the laws of the State of Delaware (the *“Trust”* ),
      hereby
      certifies that Desert Capital REIT, Inc., a Maryland corporation (the *“Holder”* )
      is the
      registered owner of nine hundred twenty eight (928) common
      securities of the Trust representing undivided common beneficial interests
      in
      the assets of the Trust and designated the Desert
      Capital TRS Statutory Trust I Common
      Securities (liquidation amount $1,000 per Common Security) (the *“Common
      Securities”* ).
      Except
      in accordance with Section 5.11 of the
      Trust Agreement (as defined below), the Common Securities are not transferable
      and, to the fullest extent permitted by law, any attempted transfer hereof
      other
      than in accordance therewith shall be void. The designations, rights,
      privileges, restrictions, preferences and other terms and provisions of the
      Common Securities are set forth in, and this certificate and the Common
      Securities represented hereby are issued and shall in all respects be subject
      to
      the terms and provisions of, the Amended and Restated Trust Agreement of the
      Trust, dated as of June 16, 2006 as the same may be amended from time to time
      (the *“Trust
      Agreement”* ),
      among
      Desert Capital REIT, Inc. **,** as
      Depositor, JPMorgan Chase Bank, National Association, as Property Trustee,
      Chase
      Bank USA, National Association, as Delaware Trustee, the Administrative Trustees
      named therein and the Holders, from time to time, of the Trust Securities.
      The
      Trust will furnish a copy of the Trust Agreement to the Holder without charge
      upon written request to the Trust at its principal place of business or
      registered office.




Upon
      receipt of this certificate, the Holder is bound by the Trust Agreement and
      is
      entitled to the benefits thereunder.




This
      Common Securities Certificate shall be governed by and construed in accordance
      with the laws of the State of Delaware.




Terms
      used but not defined herein have the meanings set forth in the Trust
      Agreement.




In
      Witness Whereof ,
      one of
      the Administrative Trustees of the Trust has executed on behalf of the Trust
      this certificate this __ day of _______________, 200__.




Desert
                Capital TRS Statutory Trust IBy:Name:*Administrative
                Trustee*








32


**[FORM
      OF PREFERRED SECURITIES CERTIFICATE]**




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 DESERT
      CAPITAL TRS STATUTORY TRUST I 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.




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 OR (II)
      TO
      A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED PURCHASER” (AS
      DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
      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
      PRINCIPAL OF OR INTEREST 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. 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 IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
      OF
      SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
      APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.




33


**Certificate
                Number**
              
              
              **P-1**
            **Aggregate
                Liquidation Amount**
              
              
              **$30,000,000**


**CUSIP
      NO. 250377 AA 6**




**_______________**






**Certificate
      Evidencing Preferred Securities**




**of**




**Desert
      Capital TRS Statutory Trust I**




**Preferred
      Securities**




**(liquidation
      amount $1,000 per Preferred Security)**




Desert
      Capital TRS Statutory Trust I ,
      a
      statutory trust created under the laws of the State of Delaware (the *“Trust”* ),
      hereby
      certifies that Cede & Co. (the *“Holder”* )
      is the
      registered owner of 30,000 Preferred Securities or such other number of
      Preferred Securities represented hereby as may be set forth in the records
      of
      the Securities Registrar hereinafter referred to in accordance with the Trust
      Agreement (as defined below) of the Trust representing an undivided preferred
      beneficial interest in the assets of the Trust and designated the Desert
      Capital TRS Statutory Trust I Preferred Securities, (liquidation amount $1,000 per Preferred Security) (the *“Preferred
      Securities”* ).
      Subject to the terms of the Trust Agreement (as defined below), the Preferred
      Securities are transferable on the books and records of the Trust, in person
      or
      by a duly authorized attorney, upon surrender of this certificate duly endorsed
      and in proper form for transfer as provided in Section 5.7 of the
      Trust Agreement (as defined below). The designations, rights, privileges,
      restrictions, preferences and other terms and provisions of the Preferred
      Securities are set forth in, and this certificate and the Preferred Securities
      represented hereby are issued and shall in all respects be subject to the terms
      and provisions of, the Amended and Restated Trust Agreement of the Trust, dated
      as of June 16, 2006, as the same may be amended from time to time (the *“Trust
      Agreement”* ),
      among
      Desert Capital REIT, Inc., as Depositor, JPMorgan Chase Bank, National
      Association, as Property Trustee, Chase Bank USA, National Association, as
      Delaware Trustee, the Administrative Trustees named therein and the Holders,
      from time to time, of the Trust Securities. The Trust will furnish a copy of
      the
      Trust Agreement to the Holder without charge upon written request to the
      Property Trustee at its Corporate Trust Office.




Upon
      receipt of this certificate, the Holder is bound by the Trust Agreement and
      is
      entitled to the benefits thereunder.




This
      Preferred Securities Certificate shall be governed by and construed in
      accordance with the laws of the State of Delaware.




All
      capitalized terms used but not defined in this Preferred Securities Certificate
      are used with the meanings specified in the Trust Agreement, including the
      Schedules and Exhibits thereto.




In
      Witness Whereof ,
      one of
      the Administrative Trustees of the Trust has executed on behalf of the Trust
      this certificate this __ day of __________, 2006.




Desert
      Capital TRS Statutory Trust I


By:


Name:


*Administrative
      Trustee*





This
      is
      one of the Preferred Securities referred to in the within-mentioned Trust
      Agreement.




Dated:


JPMorgan
      Chase Bank , National
      Association ,
      not in
      its individual capacity, but solely as Property Trustee




By:  ____________________________


Authorized
      signatory


34


**[FORM
      OF REVERSE OF SECURITY]**




The
      Trust
      promises to pay Distributions from June 16, 2006, or from the most recent
      Distribution Date to which Distributions have been paid or duly provided for,
      quarterly in arrears on January 30, April 30, July 30, and October
      30 **** of
      each
      year, commencing on July 30, 2006, at a variable rate equal to LIBOR plus 4.00%
      per annum of the Liquidation Amount of the Preferred Securities represented
      by
      this Preferred Securities Certificate, together with any Additional Interest
      Amounts, in respect to such period.




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.




Distributions
      on the Securities must be paid on the dates payable to the extent that the
      Trust
      has funds available for the payment of such Distributions in the Payment Account
      of the Trust. The Trust’s funds available for Distribution to the Holders of the
      Preferred Securities will be limited to payments received from the
      Depositor.




During
      an
      Event of Default, the Depositor shall not (i) declare or pay any dividends
      or
      distributions on, or redeem, purchase, acquire or make a liquidation payment
      with respect to, any of the Depositor’s Equity Interests (as defined in the
      Indenture), (ii) vote in favor of or permit or otherwise allow any of its
      Subsidiaries (as defined in the Indenture) to declare or pay any dividends
      or
      distributions on, or redeem, purchase, acquire or make a liquidation payment
      with respect to or otherwise retire, any shares of any such Subsidiary’s
      preferred stock or other Equity Interests entitling the holders thereof to
      a
      stated rate of return (for the avoidance of doubt, whether such preferred stock
      or other Equity Interests are perpetual or otherwise), or (iii) make any payment
      of principal of or any interest or premium, if any, on or repay, repurchase
      or
      redeem any debt securities of the Depositor that rank *pari
      passu* in all
      respects with or junior in interest to the Notes.




On
      each
      Note Redemption Date, 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. Under
      the
      Indenture, the Notes may be redeemed by the Depositor on any Interest Payment
      Date, at the Depositor’s option, on or after July
      30,
      2011 in whole
      or in part from time to time at the Optional Note Redemption Price of the
      principal amount thereof or the redeemed portion thereof, as applicable,
      together, in the case of any such redemption, with accrued interest, including
      any Additional Interest, to but excluding the date fixed for redemption. The
      Notes may also be redeemed by the Depositor, at its option, at any time, in
      whole but not in part, upon the occurrence of an Investment Company Event or
      a
      Tax Event at the Special Note Redemption Price; *provided* that
      such Investment Company Event or a Tax Event is continuing on the Redemption
      Date.




The
      Trust
      Securities 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.




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 Security Register. If
      any
      Preferred Securities are held by a Depositary, such Distributions shall be
      made
      to the Depositary in immediately available funds.




The
      indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
      subordinate and junior in right of payment to the prior payment in full of
      all
      Senior Debt (as defined in the Indenture), and this Security is issued subject
      to the provisions of the Indenture with respect thereto.




35


**ASSIGNMENT**




For
      Value
      Received, the
      undersigned assigns and transfers this Preferred Securities Certificate
      to:




(Insert
                assignee’s social security or tax identification number)(Insert
                address and zip code of assignee)and
                irrevocably appoints


agent
      to
      transfer this Preferred Securities Certificate on the books of the Trust. The
      agent may substitute another to act for him or her.




Date:
                _______________________Signature:(Sign
                exactly as your name appears on the other side of this Preferred
                Securities Certificate)


The
      signature(s) should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program), pursuant to S.E.C. Rule
      17Ad-15.










36


**Junior
      Subordinated Indenture**














37


**Form
      of Transferee Certificate**


**to
      be Executed by Transferees**




__________, **[     ]**




JPMorgan
      Chase Bank, National
      Association




600
      Travis, 50 th Floor




Houston,
      Texas 77002




Attention:
      Worldwide Securities Services






Desert
      Capital REIT, Inc.




Desert
      Capital TRS Statutory Trust I




1291
      Galleria Drive, Suite 200




Henderson,
      NV 89014




Re:
            Purchase
                of $____________ stated liquidation amount of PreferredSecurities (the “Preferred Securities”) ofDesert
                Capital TRS Statutory Trust I




Ladies
      and Gentlemen:




In
      connection with our purchase of the Preferred Securities we confirm
      that:




1.  We
      understand that the Preferred Securities (the “Preferred Securities”) of Desert
      Capital TRS Statutory Trust I (the
“Trust”) of Desert
      Capital REIT, Inc. (the
“Company”) executed in connection therewith) and the Junior Subordinated Notes
      due 2036 of the Company (the “Subordinated Notes”) (the entire amount of the
      Trust’s outstanding Preferred Securities and the Subordinated Notes together
      being referred to herein as the “Offered Securities”), have not been registered
      under the Securities Act of 1933, as amended (the “Securities Act”), and may not
      be offered or sold except as permitted in the following sentence. We agree
      on
      our own behalf and on behalf of any investor account for which we are purchasing
      the Offered Securities that, if we decide to offer, sell or otherwise transfer
      any such Offered Securities, (i) such offer, sale or transfer will be made
      only
      (a) to the Trust, (b) to a person we reasonably believe is a “qualified
      purchaser” (a “QP”) (as defined in section 2(a)(51) of the Investment Company
      Act of 1940, as amended) and in compliance with the Securities Act. We
      understand that the certificates for any Offered Security that we receive will
      bear a legend substantially to the effect of the foregoing.




2.  We
      are a
“qualified purchaser” within the meaning of section 2(a)(51) of the Investment
      Company Act of 1940, as amended, and are purchasing for our own account or
      for
      the account of such a “qualified purchaser,” and we have such knowledge and
      experience in financial and business matters as to be capable of evaluating
      the
      merits and risks of our investment in the Offered Securities, and we and any
      account for which we are acting are each able to bear the economic risks of
      our
      or its investment.




3.  We
      are
      acquiring the Offered Securities purchased by us for our own account (or for
      one
      or more accounts as to each of which we exercise sole investment discretion
      and
      have authority to make, and do make, the statements contained in this letter)
      and not with a view to any distribution of the Offered Securities, subject,
      nevertheless, to the understanding that the disposition of our property will
      at
      all times be and remain within our control.




4.  In
      the
      event that we purchase any Preferred Securities or any Subordinated Notes,
      we
      will acquire such Preferred Securities having an aggregate stated liquidation
      amount of not less than $100,000 or such Subordinated Notes having an aggregate
      principal amount not less than $100,000, for our own account and for each
      separate account for which we are acting.




5.  We
      acknowledge that we are not a fiduciary of (i) an employee benefit, 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 (ii) an entity whose underlying assets include “plan assets” by
      reason of any Plan’s investment in the entity, and are not purchasing any of the
      Offered Securities on behalf of or with “plan assets” by reason of any Plan’s
      investment in the entity.




6.  We
      acknowledge that the Trust and the Company and others will rely upon the truth
      and accuracy of the foregoing acknowledgments, representations, warranties
      and
      agreements and agree that if any of the acknowledgments, representations,
      warranties and agreements deemed to have been made by our purchase of any of
      the
      Offered Securities are no longer accurate, we shall promptly notify the Company.
      If we are acquiring any Offered Securities as a fiduciary or agent for one
      or
      more investor accounts, we represent that we have sole discretion with respect
      to each such investor account and that we have full power to make the foregoing
      acknowledgments, representations and agreement on behalf of each such investor
      account.










(Name
      of
      Purchaser)





By:


Date:







Upon
      transfer, the Preferred Securities (having a stated liquidation amount of
      $_____________) would be registered in the name of the new beneficial owner
      as
      follows.




Name:




Address:




Taxpayer
      ID Number:







38


**Officer’s
      Financial Certificate**




The
      undersigned, the [Chairman/Vice Chairman/Chief Executive Officer/President/Vice
      President/Chief Financial Officer/Treasurer/Assistant Treasurer], hereby
      certifies pursuant to Section 8.16(b) of the Amended and Restated Trust
      Agreement, dated as of June 16, 2006 (the “Trust Agreement”), among Desert
      Capital REIT, Inc. (the “Company”), JPMorgan Chase Bank, National Association,
      as property trustee, Chase Bank USA, National Association, as Delaware trustee,
      and the administrative trustees named therein, that, as of [date], [20__],
      the
      Company and its subsidiaries had the following ratios and balances (unless
      otherwise indicated, capitalized terms used herein have the meanings set forth
      in the Trust Agreement):




As
      of [Quarterly/Annual
      Financial Date] ,
      20__





Senior
                secured indebtedness for borrowed money (“Debt”)
            $_____Senior
                unsecured Debt
            $_____Subordinated
                Debt
            $_____Total
                Debt
            $
                _____Ratio
                of (x) senior secured and unsecured Debt to (y) total Debt
            _____%





*
      A table
      describing the officer’s financial certificate calculation procedures is
      provided on page 3




[FOR
      FISCAL YEAR END: Attached hereto are the audited consolidated financial
      statements (including the balance sheet, income statement and statement of
      cash
      flows, and notes thereto, together with the report of the independent
      accountants thereon) of the Company and its consolidated subsidiaries for the
      three years ended [date], 20___].]




[FOR
      FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
      consolidating financial statements (including the balance sheet and income
      statement) of the Company and its consolidated subsidiaries for the fiscal
      quarter ended [date], 20__.]




The
      financial statements fairly present in all material respects, in accordance
      with
      U.S. generally accepted accounting principles (“GAAP”), the financial position
      of the Company and its consolidated subsidiaries, and the results of operations
      and changes in financial condition as of the date, and for the [_______quarter
      interim] **** [annual] **** period
      ended **** [date] **,** 20__,
      and
      such financial statements have been prepared in accordance with GAAP
      consistently applied throughout the period involved (expect as otherwise noted
      therein).




There
      has
      been no monetary default with respect to any indebtedness owed by the Company
      and/or its subsidiaries (other than those defaults cured within 30 days of
      the
      occurrence of the same) [, except as set forth below:].





[Insert
      any exceptions by listing, in detail, the nature of the condition or event
      causing such noncompliance, the period during which such condition or event
      has
      existed and the action(s) the Company has taken, is taking, or proposes to
      take
      with respect to each such condition or event.]







I,
      the
      undersigned, the [ Chairman/Vice
      Chairman/Chief Executive Officer/President/ Vice President **/** Chief
      Financial Officer/Treasurer/Assistant Treasurer], hereby certify that I have
      reviewed the terms of the Indenture (as defined in the Trust Agreement) and
      I
      have made, or have caused to be made under my supervision, a detailed review
      of
      (i) the covenants of the Company set forth therein, in particular, Section
      [___]
      of the Indenture (the “Financial Covenants”) and (ii) the transactions and
      conditions of the Company and its subsidiaries during the accounting period
      ended as of [_______] (the “Accounting Period”), which Accounting Period is
      covered by the financial statements attached hereto. The examinations described
      in the preceding sentence did not disclose, and I have no knowledge of, the
      existence of any condition or event which constitutes a Default or an Event
      of
      Default (each as defined in the Indenture) during or at the end of the
      Accounting Period or as of the date of this certificate[, except as set forth
      below:].





[Insert
      any exceptions by listing, in detail, the nature of the condition or event
      causing such noncompliance, the period during which such condition or event
      has
      existed and the action(s) the Company has taken, is taking, or proposes to
      take
      with respect to each such condition or event.]





Page
      ___
      attached hereto sets forth the financial data and computations evidencing
      the


Company’s
      compliance with the Financial Covenants, all of which data and computations
      are
      true, complete and correct.







IN
      WITNESS WHEREOF, the undersigned has executed this Officer’s Financial
      Certificate as of this _____ day of _____________, 20__.




**DESERT
      CAPITAL REIT, INC.**





By:


Name:





Desert
      Capital REIT, Inc.


1291
      Galleria Drive, Suite 200


Henderson,
      NV 89014


(703)
      795-7930





39


DETERMINATION
      OF LIBOR


With
      respect to the Trust Securities, the London interbank offered rate
      (“ *LIBOR* ”)
      shall
      be determined by the Calculation Agent in accordance with the following
      provisions (in each case rounded to the nearest .000001%):




(1) On
      the second LIBOR Business Day (as defined below) prior to a Distribution Date
      (except with respect to the first interest payment period, such date shall
      be
      June 14, 2006) (each such day, a “*LIBOR Determination Date*”), LIBOR for
      any given security shall for the following interest payment period equal the
      rate (expressed as a percentage per annum) for U.S. dollar deposits in Europe,
      for a three (3) month period, that appears on Dow Jones Telerate (as defined
      in
      the International Swaps and Derivatives Association, Inc. 2000 Interest Rate
      and
      Currency Exchange Definitions), Page 3750, or such other page
      as may replace such Page 3750, as of 11:00 a.m. (London time) on such LIBOR
      Determination Date, as reported by Bloomberg Financial Market Commodities News
      or any successor service. If such rate is superseded on Telerate Page 3750
      by a
      corrected rate before 12:00 noon (London time) on such LIBOR Determination
      Date,
      the corrected rate as so substituted will be LIBOR for such LIBOR Determination
      Date.




(2) If
      on any LIBOR Determination Date such rate does not appear on Dow Jones Telerate
      Page 3750 or such other page as may replace such Page 3750, the Calculation
      Agent shall determine the arithmetic mean of the offered quotations (expressed
      as a percentage per annum) of the Reference Banks (as defined below) to leading
      banks in the London interbank market for U.S. dollar deposits in Europe, for
      a
      three (3) month period, for an amount determined by the Calculation Agent (but
      not less than U.S. $1,000,000) by reference to requests for quotations as of
      approximately 11:00 A.M. (London time) on the LIBOR Determination Date made
      by
      the Calculation Agent to the Reference Banks. If on any LIBOR Determination Date
      at least two of the Reference Banks provide such quotations, LIBOR shall equal
      such arithmetic mean of such quotations. If on any LIBOR Determination Date
      only
      one or none of the Reference Banks provide such quotations, LIBOR shall be
      deemed to be the arithmetic mean of the offered quotations (expressed as a
      percentage per annum) that two (2) leading banks in the City of New York
      selected by the Calculation Agent are quoting on the relevant LIBOR
      Determination Date for U.S. dollar deposits in Europe, for a three (3) month
      period, for an amount determined by the Calculation Agent (but not less than
      U.S. $1,000,000); *provided*, that if the Calculation Agent is required
      but is unable to determine a rate in accordance with at least one of the
      procedures provided above, LIBOR shall be LIBOR as determined on the previous
      LIBOR Determination Date.




(3) As
      used herein: *“Reference Banks”* means four major banks in the London
      interbank market selected by the Calculation Agent; and *“LIBOR Business
      Day”* means a day (a) on which commercial banks are open for business
      (including dealings in foreign exchange and foreign currency deposits) in London
      and (b) is not a Saturday, Sunday or other day on which commercial banking
      institutions in New York, New York or Wilmington, Delaware are authorized or
      obligated by law or executive order to be closed.







40