JUNIOR
                SUBORDINATED INDENTURE
              
              between
              
              NORTHSTAR
                REALTY FINANCE LIMITED PARTNERSHIP,
              as
                Issuer,
              
              NORTHSTAR
                REALTY FINANCE CORP.,
              as
                Guarantor,
              
              and
              
              WILMINGTON
                TRUST COMPANY
              
              *as
                Trustee*
              
              
              _____________________
              
              Dated
                as of October 6, 2006
              
              _____________________














**TABLE
      OF CONTENTS**




**Page**




ARTICLE
      I




Definitions
      and Other Provisions of General Application




SECTION
                1.1.
            Definitions.
            1SECTION
                1.2.
            Compliance
                Certificate and Opinions.
            11SECTION
                1.3.
            Forms
                of Documents Delivered to Trustee.
            12SECTION
                1.4.
            Acts
                of Holders.
            13SECTION
                1.5.
            Notices,
                Etc.
            15SECTION
                1.6.
            Notice
                to Holders; Waiver.
            15SECTION
                1.7.
            Effect
                of Headings and Table of Contents.
            16SECTION
                1.8.
            Successors
                and Assigns.
            16SECTION
                1.9.
            Separability
                Clause.
            16SECTION
                1.10.
            Benefits
                of Indenture.
            16SECTION
                1.11.
            Governing
                Law.
            16SECTION
                1.12.
            Submission
                to Jurisdiction.
            16SECTION
                1.13.
            Non-Business
                Days.
            17




ARTICLE
                IISecurity
                Forms




SECTION
                2.1.
            Form
                of Security.
            17SECTION
                2.2.
            Restricted
                Legend.
            21SECTION
                2.3.
            Form
                of Trustee’s Certificate of Authentication.
            24SECTION
                2.4.
            Temporary
                Securities.
            24SECTION
                2.5.
            Definitive
                Securities.
            25




ARTICLE
                IIIThe
                Securities




SECTION
                3.1.
            Payment
                of Principal and Interest.
            25SECTION
                3.2.
            Denominations.
            27SECTION
                3.3.
            Execution,
                Authentication, Delivery and Dating.
            27SECTION
                3.4.
            Global
                Securities.
            28SECTION
                3.5.
            Registration,
                Transfer and Exchange Generally.
            30




-i-




SECTION
                3.6.
            Mutilated,
                Destroyed, Lost and Stolen Securities.
            31SECTION
                3.7.
            Persons
                Deemed Owners.
            32SECTION
                3.8.
            Cancellation.
            32SECTION
                3.9.
            RESERVED.
            32SECTION
                3.10.
            Right
                of Set-Off.
            32SECTION
                3.11.
            Agreed
                Tax Treatment.
            32SECTION
                3.12.
            CUSIP
                Numbers.
            32




ARTICLE
                IVSatisfaction
                and Discharge




SECTION
                4.1.
            Satisfaction
                and Discharge of Indenture.
            33SECTION
                4.2.
            Application
                of Trust Money.
            34




ARTICLE
                VRemedies




SECTION
                5.1.
            Events
                of Default.
            34SECTION
                5.2.
            Acceleration
                of Maturity; Rescission and Annulment.
            35SECTION
                5.3.
            Collection
                of Indebtedness and Suits for Enforcement by Trustee.
            37SECTION
                5.4.
            Trustee
                May File Proofs of Claim.
            37SECTION
                5.5.
            Trustee
                May Enforce Claim Without Possession of Securities.
            38SECTION
                5.6.
            Application
                of Money Collected.
            38SECTION
                5.7.
            Limitation
                on Suits.
            38SECTION
                5.8.
            Unconditional
                Right of Holders to Receive Principal, Premiumand
                Interest; Direct Action by Holders of Preferred
                Securities.
            39SECTION
                5.9.
            Restoration
                of Rights and Remedies.
            39SECTION
                5.10.
            Rights
                and Remedies Cumulative.
            40SECTION
                5.11.
            Delay
                or Omission Not Waiver.
            40SECTION
                5.12.
            Control
                by Holders.
            40SECTION
                5.13.
            Waiver
                of Past Defaults.
            40SECTION
                5.14.
            Undertaking
                for Costs.
            41SECTION
                5.15.
            Waiver
                of Usury, Stay or Extension Laws.
            41




ARTICLE
                VIThe
                Trustee




SECTION
                6.1.
            Corporate
                Trustee Required.
            42SECTION
                6.2.
            Certain
                Duties and Responsibilities.
            42




-ii-




SECTION
                6.3.
            Notice
                of Defaults.
            43SECTION
                6.4.
            Certain
                Rights of Trustee.
            44SECTION
                6.5.
            May
                Hold Securities.
            46SECTION
                6.6.
            Compensation;
                Reimbursement; Indemnity.
            46SECTION
                6.7.
            Resignation
                and Removal; Appointment of Successor.
            47SECTION
                6.8.
            Acceptance
                of Appointment by Successor.
            48SECTION
                6.9.
            Merger,
                Conversion, Consolidation or Succession to Business.
            48SECTION
                6.10.
            Not
                Responsible for Recitals or Issuance of Securities.
            48SECTION
                6.11.
            Appointment
                of Authenticating Agent.
            49




ARTICLE
                VIIHolders'
                Lists and Reports by Trustee and
                Company




SECTION
                7.1.
            Company
                to Furnish Trustee Names and Addresses of Holders.
            50SECTION
                7.2.
            Preservation
                of Information, Communications to Holders.
            50SECTION
                7.3.
            Reports
                by Company and Trustee.
            51




ARTICLE
                VIIIConsolidation,
                Merger, Conveyance, Transfer or
                Lease




SECTION
                8.1.
            Company
                and Guarantor May Consolidate, Etc.,Only
                on Certain Terms.
            52SECTION
                8.2.
            Successor
                Company or Guarantor Substituted.
            53




ARTICLE
                IXSupplemental
                IndenturesSECTION
                9.1.
            Supplemental
                Indentures without Consent of Holders.
            54SECTION
                9.2.
            Supplemental
                Indentures with Consent of Holders.
            54SECTION
                9.3.
            Execution
                of Supplemental Indentures.
            55SECTION
                9.4.
            Effect
                of Supplemental Indentures.
            56SECTION
                9.5.
            Reference
                in Securities to Supplemental Indentures.
            56




ARTICLE
                XCovenants




SECTION
                10.1.
            Payment
                of Principal, Premium and Interest.
            56SECTION
                10.2.
            Money
                for Security Payments to be Held in Trust.
            56SECTION
                10.3.
            Statement
                as to Compliance.
            57




-iii-




SECTION
                10.4.
            Calculation
                Agent.
            58SECTION
                10.5.
            Additional
                Tax Sums.
            58SECTION
                10.6.
            Additional
                Covenants.
            59SECTION
                10.7.
            Waiver
                of Covenants.
            60SECTION
                10.8.
            Treatment
                of Securities.
            60




ARTICLE
                XIRedemption
                of Securities




SECTION
                11.1.
            Optional
                Redemption.
            61SECTION
                11.2.
            Special
                Event Redemption.
            61SECTION
                11.3.
            Election
                to Redeem; Notice to Trustee.
            61SECTION
                11.4.
            Selection
                of Securities to be Redeemed.
            61SECTION
                11.5.
            Notice
                of Redemption.
            62SECTION
                11.6.
            Deposit
                of Redemption Price.
            63SECTION
                11.7.
            Payment
                of Securities Called for Redemption.
            63




ARTICLE
                XIISubordination
                of Securities




SECTION
                12.1.
            Securities
                Subordinate to Senior Debt of the Company.
            63SECTION
                12.2.
            No
                Payment When Senior Debt of the Company in Default;Payment
                Over of Proceeds Upon Dissolution, Etc.
            64SECTION
                12.3.
            Payment
                Permitted If No Default.
            65SECTION
                12.4.
            Subrogation
                to Rights of Holders of Senior Debt of the Company.
            65SECTION
                12.5.
            Provisions
                Solely to Define Relative Rights.
            66SECTION
                12.6.
            Trustee
                to Effectuate Subordination.
            66SECTION
                12.7.
            No
                Waiver of Subordination Provisions.
            67SECTION
                12.8.
            Notice
                to Trustee.
            67SECTION
                12.9.
            Reliance
                on Judicial Order or Certificate of Liquidating Agent.
            68SECTION
                12.10.
            Trustee
                Not Fiduciary for Holders of Senior Debt of the Company.
            68SECTION
                12.11.
            Rights
                of Trustee as Holder of Senior Debt of the Company;Preservation
                of Trustee’s Rights.
            68SECTION
                12.12.
            Article
                Applicable to Paying Agents.
            69




-iv-




ARTICLE
                XIIIGuarantee




SECTION
                13.1.
            The
                Guarantee.
            69SECTION
                13.2.
            Guarantee
                Unconditional, etc.
            69SECTION
                13.3.
            Reinstatement.
            70SECTION
                13.4.
            Subrogation.
            70




ARTICLE
                XIVSubordination
                of Guarantee




SECTION
                14.1.
            Securities
                Subordinate to Senior Debt of the Guarantor.
            70SECTION
                14.2.
            No
                Payment When Senior Debt of the Guarantor in Default;Payment
                Over of Proceeds Upon Dissolution, Etc.
            70SECTION
                14.3.
            Payment
                Permitted If No Default.
            72SECTION
                14.4.
            Subrogation
                to Rights of Holders of Senior Debt of the Guarantor.
            72SECTION
                14.5.
            Provisions
                Solely to Define Relative Rights.
            73SECTION
                14.6.
            Trustee
                to Effectuate Subordination.
            73SECTION
                14.7.
            No
                Waiver of Subordination Provisions.
            73SECTION
                14.8.
            Notice
                to Trustee.
            74SECTION
                14.9.
            Reliance
                on Judicial Order or Certificate of Liquidating Agent.
            75SECTION
                14.10.
            Trustee
                Not Fiduciary for Holders of Senior Debt of the Guarantor.
            75SECTION
                14.11.
            Rights
                of Trustee as Holder of Senior Debt of the Guarantor;Preservation
                of Trustee’s Rights.
            75SECTION
                14.12.
            Article
                Applicable to Paying Agents.
            75








SCHEDULES




Schedule
                A
            Determination
                of LIBORExhibit
                A
            Form
                of Officer’s Financial CertificateExhibit
                B
            Form
                of Officer’s Certificate pursuant to Section
                10.3







-v-





JUNIOR
        SUBORDINATED INDENTURE ,
        dated
        as of October 6, 2006, between NorthStar Realty Finance Limited Partnership,
        a
        Delaware limited partnership (the “ *Company* ”),
        NorthStar Realty Finance Corp., a Maryland corporation (the “ *Guarantor* ”),  and
        Wilmington Trust Company, a Delaware banking corporation, as Trustee (in
        such
        capacity, the “ *Trustee* ”).
  RECITALS
        OF THE COMPANY
  WHEREAS ,
        the
        Company has duly authorized the execution and delivery of this Indenture
        to
        provide for the issuance of its unsecured junior subordinated notes (the
        “ *Securities* ”)
        issued
        to evidence loans made to the Company of the proceeds from the issuance by
        NorthStar Realty Finance Trust VI, a Delaware statutory trust (the “ *Trust* ”),
        of
        undivided preferred beneficial interests in the assets of the Trust (the
        “ *Preferred
        Securities* ”)
        and
        undivided common beneficial interests in the assets of the Trust (the
“ *Common
        Securities* ”
and,
        collectively with the Preferred Securities, the “ *Trust
        Securities* ”),
        and
        to provide the terms and conditions upon which the Securities are to be
        authenticated, issued and delivered; and the Guarantor has duly authorized
        the
        issuance of its guarantee of the Securities (the “ *Guarantee* ”)
        under
        this Indenture; and
  WHEREAS ,
        all
        things necessary to make this Indenture a valid agreement of the Company
        and the
        Guarantor, in accordance with its terms, have been done.
  Now,
        therefore, this Indenture Witnesseth:
  For
        and
        in consideration of the premises and the purchase of the Securities by the
        Holders thereof, it is mutually covenanted and agreed, for the equal and
        proportionate benefit of all Holders of the Securities, as follows:
  ARTICLE
        I
  Definitions
        and Other Provisions of General Application
  SECTION
        1.1. Definitions.
  For
        all
        purposes of this Indenture, 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 not otherwise defined herein have the meanings assigned
        to them
        in accordance with GAAP;
  (d)  unless
        the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this
        Indenture;
  1
  (e)  the
        words
“hereby”, “herein”, “hereof” and “hereunder” and other words of similar import
        refer to this Indenture 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* ”
when
        used with respect to any Holder, has the meaning specified in Section
        1.4 .
  “ *Additional
        Interest* ”
means
        the interest, if any, that shall accrue on any amounts payable on the
        Securities, the payment of which has not been made on the applicable Interest
        Payment Date and which shall accrue at the rate per annum specified or
        determined as specified in such Security, in each case to the extent legally
        enforceable.
  “ *Additional
        Tax Sums* ”
has
        the
        meaning specified in Section
        10.5 .
  “ *Additional
        Taxes* ”
means
        taxes, duties or other governmental charges imposed on the Trust as a result
        of
        a Tax Event (which, for the sake of clarity, does not include amounts required
        to be deducted or withheld by the Trust from payments made by the Trust to
        or
        for the benefit of the Holder of, or any Person that acquires a beneficial
        interest in, the Securities).
  “ *Administrative
        Trustee* ”
means,
        with respect to the Trust, a Person identified as an “Administrative Trustee” in
        the Trust Agreement, solely in its capacity as Administrative Trustee of
        the
        Trust under the Trust Agreement and not in its individual capacity, or its
        successor in interest in such capacity, or any successor Administrative Trustee
        appointed as therein 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 Global Security or
        beneficial interest therein, the rules and procedures of the Depositary for
        such
        Security, in each case to the extent applicable to such transaction and as
        in
        effect from time to time.
  “ *Authenticating
        Agent* ”
means
        any Person authorized by the Trustee pursuant to Section
        6.11 to act
        on behalf of the Trustee to authenticate the Securities.
  “ *Board
        of Directors* ”
means
        the board of directors of the Company or the Guarantor, as the context requires,
        or any duly authorized committee of that board.
  2
  “ *Board
        Resolution* ”
means
        a
        copy of a resolution certified by the Secretary or an Assistant Secretary
        of the
        Company or the Guarantor, as the context requires, to have been duly adopted
        by
        the Board of Directors and to be in full force and effect on the date of
        such
        certification.
  “ *Business
        Day* ”
means
        any day other than (i) a Saturday or Sunday, (ii) 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 (iii) a day on which the Corporate Trust
        Office of the Trustee is closed for business.
  “ *Calculation
        Agent* ”
has
        the
        meaning specified in Section
        10.4 .
  *“Change
        of Control”*  shall
        be
        deemed to have occurred at such a time as
  (i)  the
        date
        a “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the
        Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rule 13d-3
        and 13d-5 under the Exchange Act, except that a person or group shall be
        deemed
        to have beneficial ownership of all shares of Voting Stock that such a person
        or
        group has the right to acquire regardless of when such right is first
        exercisable), directly or indirectly, of Voting Stock representing more than
        50%
        of the total voting power of the total Voting Stock of the Guarantor;
  (ii)  the
        date
        the Guarantor sells, transfers or otherwise disposes of all or substantially
        all
        of its assets; or
  (iii)  the
        date
        of the consummation of a merger or share exchange of the Guarantor with another
        entity where stockholders of the Guarantor immediately prior to the merger
        or
        share exchange would not beneficially own, immediately after the merger or
        share
        exchange, Voting Stock representing 50% or more of all votes (without
        consideration of the rights of any class of stock to elect directors by a
        separate group vote) to which all stockholders of the entity issuing cash
        or
        securities in the merger or share exchange would be entitled in the election
        of
        directors, or where members of the Board of Directors of the Guarantor
        immediately prior to the merger or share exchange would not immediately after
        the merger or share exchange constitute a majority of the board of directors
        of
        the entity issuing cash or securities in the merger or share exchange.
  *“Change
        of Control Event”* means
        the occurrence of a Change of Control immediately following which securities
        of
        the Surviving Entity are not listed on a national securities exchange registered
        pursuant to Section 6 of the Exchange Act.
  “ *Code* ”
means
        the Internal Revenue Code of 1986, as amended.
  “ *Commission* ”
means
        the Securities and Exchange Commission.
  “ *Common
        Securities* ”
has
        the
        meaning specified in the first recital of this Indenture.
  3
  “ *Company* ”
means
        the Person named as the “ *Company* ”
in
        the
        first paragraph of this Indenture until a successor Person shall have become
        such pursuant to the applicable provisions of this Indenture, and thereafter
        “ *Company* ”
shall
        mean such successor Person.
  “ *Company
        Request* ”
and
        “ *Company
        Order* ”
mean,
        respectively, the written request or order signed in the name of the Company
        by
        its Chairman of the Board of Directors, its Vice Chairman of the Board of
        Directors, its Chief Executive Officer, its President, its Chief Financial
        Officer, its Treasurer, its Secretary, a Vice President, an Assistant Treasurer
        or an Assistant Secretary, and delivered to the Trustee.
  “ *Corporate
        Trust Office* ”
means
        the principal office of the Trustee at which at any particular time its
        corporate trust business shall be administered, which office at the date
        of this
        Indenture is located at Rodney Square North, 1100 North Market Street,
        Wilmington, Delaware 19890-0001, Attention: Corporate Capital
        Markets.
  “ *Debt* ”
means,
        with respect to any Person, whether recourse is to all or a portion of the
        assets of such Person, whether currently existing or hereafter incurred and
        whether or not contingent and without duplication, (i) every obligation of
        such
        Person for money borrowed; (ii) every obligation of such Person evidenced
        by
        bonds, debentures, notes or other similar instruments, including obligations
        incurred in connection with the acquisition of property, assets or businesses;
        (iii) every reimbursement obligation of such Person with respect to letters
        of
        credit, bankers’ acceptances or similar facilities issued for the account of
        such Person; (iv) every obligation of such Person issued or assumed as the
        deferred purchase price of property or services (but excluding trade accounts
        payable or other accrued liabilities arising in the ordinary course of
        business); (v) every capital lease obligation of such Person; (vi) all
        indebtedness of such Person, whether incurred on or prior to the date of
        this
        Indenture or thereafter incurred, for claims in respect of derivative products,
        including interest rate, foreign exchange rate and commodity forward contracts,
        options and swaps and similar arrangements; (vii) every obligation of the
        type
        referred to in clauses (i) through (vi) of another Person and all dividends
        of
        another Person the payment of which, in either case, such Person has guaranteed
        or is responsible or liable for, directly or indirectly, as obligor or
        otherwise; and (viii) any renewals, extensions, refundings, amendments or
        modifications of any obligation of the type referred to in clauses (i) through
        (vii).
  “ *Defaulted
        Interest* ”
has
        the
        meaning specified in Section
        3.1 .
  “ *Delaware
        Trustee* ”
means,
        with respect to the Trust, the Person identified as the “Delaware Trustee” in
        the Trust Agreement, solely in its capacity as Delaware Trustee of the Trust
        under the Trust Agreement and not in its individual capacity, or its successor
        in interest in such capacity, or any successor Delaware Trustee appointed
        as
        therein provided.
  “ *Depositary* ”
means
        an organization registered as a clearing agency under the Exchange Act that
        is
        designated as Depositary by the Company or any successor thereto. DTC will
        be
        the initial Depositary.
  4
  “ *Depositary
        Participant* ”
means
        a
        broker, dealer, bank, other financial institution or other Person for whom
        from
        time to time a Depositary effects book-entry transfers and pledges of securities
        deposited with the Depositary.
  “ *Distributions* ”
means
        amounts payable in respect of the Trust Securities as provided in the Trust
        Agreement and referred to therein as “Distributions.”
  “ *Dollar* ”
or
“$”
        means the currency of the United States of America that, as at the time of
        payment, is legal tender for the payment of public and private
        debts.
  “ *DTC* ”
means
        The Depository Trust Company, a New York corporation, or any successor
        thereto.
  “ *EDGAR”* means
        the
        Commission’s Electronic Data Gathering, Analysis and Retrieval
        system.
  “ *Equity
        Interests* ”
means
        any of (a) the partnership interests (general or limited) in a partnership,
        (b)
        the membership interests in a limited liability company or (c) the shares
        or
        stock interests (both common stock and preferred stock) in a
        corporation.
  “ *Event
        of Default* ”
has
        the
        meaning specified in Section
        5.1 .
  “ *Exchange
        Act* ”
means
        the Securities Exchange Act of 1934 or any statute successor thereto, in
        each
        case as amended from time to time.
  “ *Expiration
        Date* ”
has
        the
        meaning specified in Section
        1.4 .
  “ *GAAP* ”
means
        United States generally accepted accounting principles, consistently applied,
        from time to time in effect.
  “ *Global
        Security* ”
means
        a
        Security that evidences all or part of the Securities, the ownership and
        transfers of which shall be made through book entries by a
        Depositary.
  “ *Government
        Obligation* ”
means
        (a) any security that is (i) a direct obligation of the United States of
        America
        of which the full faith and credit of the United States of America is pledged
        or
        (ii) an obligation of a Person controlled or supervised by and acting as
        an
        agency or instrumentality of the United States of America or the payment
        of
        which is unconditionally guaranteed as a full faith and credit obligation
        by the
        United States of America, which, in either case (i) or (ii), is not callable
        or
        redeemable at the option of the issuer thereof, and (b) any depositary receipt
        issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
        custodian with respect to any Government Obligation that is specified in
        clause
        (a) above and held by such bank for the account of the holder of such depositary
        receipt, or with respect to any specific payment of principal of or interest
        on
        any Government Obligation that is so specified and held, *provided* ,
        that
        (except as required by law) such custodian is not authorized to make any
        deduction from the amount payable to the holder of such depositary receipt
        from
        any amount received by the custodian in respect of the Government Obligation
        or
        the specific payment of principal or interest evidenced by such depositary
        receipt.
  5
  “ *Guarantee* ”
has
        the
        meaning specified in the first recital of this Indenture.
  “ *Guarantor* ”
means
        the Person named as the “ *Guarantor* ”
in
        the
        first paragraph of this Indenture until a successor corporation shall have
        become such pursuant to the applicable provisions of this Indenture, and
        thereafter “ *Guarantor* ”
shall
        mean such successor corporation.
  “ *Holder* ”
means
        a
        Person in whose name a Security is registered in the Securities
        Register.
  “ *Indenture* ”
means
        this instrument as originally executed or as it may from time to time be
        amended
        or supplemented by one or more amendments or indentures supplemental hereto
        entered into pursuant to the applicable provisions hereof.
  “ *Interest
        Payment Date* ”
means
        March 30 th ,
        June
        30 th ,
        September 30 th and
        December 30 th of each
        year, commencing on December 30, 2006, during the term of this
        Indenture.
  *“Interest
        Period”* means
        any period from (but excluding) an Interest Payment Date to (but including)
        the
        next succeeding Interest Payment Date.
  “ *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* ”
means
        the receipt by the Company of an Opinion of Counsel experienced in such matters
        to the effect that, as a result of the occurrence of a change in law or
        regulation (including any announced prospective change) or a written change
        in
        interpretation or application of law or regulation by any legislative body,
        court, governmental agency or regulatory authority, there is more than an
        insubstantial risk that the Trust is or, within ninety (90) days of the date
        of
        such opinion will be, considered an “investment company” that is required to be
        registered under the Investment Company Act, which change or prospective
        change
        becomes effective or would become effective, as the case may be, on or after
        the
        date of the issuance of the Securities.
  “ *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 .
  *“Liquidation
        Amount”* has
        the
        meaning specified in the Trust Agreement.
  *“Margin”* means,
        for any Interest Period prior to and during which a Change of Control Event
        has
        occurred, 2.90% and for any Interest Period thereafter, 3.90%; *provided* that if
        following a Change of Control Event, securities of the Surviving Entity are
        listed on a national securities exchange registered pursuant to Section 6
        of the
        Exchange Act, the Margin shall be 2.90% for the Interest Period in which
        such
        securities are listed on a national securities exchange registered pursuant
        to
        Section 6 of the Exchange Act and thereafter, and if at any time thereafter
        such
        securities are not so listed, the Margin shall once again be 3.90%.
  6
  “ *Maturity* ,”
when
        used with respect to any Security, means the date on which the principal
        of such
        Security or any installment of principal becomes due and payable as therein
        or
        herein provided, whether at the Stated Maturity or by declaration of
        acceleration, call for redemption or otherwise.
  “ *Notice
        of Default* ”
means
        a
        written notice of the kind specified in Section
        5.1(d) .
  “ *Officer’s
        Certificate* ”
means
        a
        certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
        the Chief Executive Officer, the President, the Chief Financial Officer,
        the
        Treasurer, the Secretary, a Vice President, an Assistant Treasurer or an
        Assistant Secretary, of the Company or the Guarantor, as applicable, and
        delivered to the Trustee.
  “ *Opinion
        of Counsel* ”
means
        a
        written opinion of counsel, who may be counsel for or an employee of the
        Company
        or the Guarantor or any Affiliate of the Company or the Guarantor.
  “ *Original
        Issue Date* ”
means
        the date of original issuance of each Security.
  “ *Outstanding* ”
means,
        when used in reference to any Securities, as of the date of determination,
        all
        Securities theretofore authenticated and delivered under this Indenture,
        except:
  (i)  Securities
        theretofore canceled by the Trustee or delivered to the Trustee for
        cancellation;
  (ii)  Securities
        for whose payment or redemption money in the necessary amount has been
        theretofore deposited with the Trustee or any Paying Agent (other than the
        Company or the Guarantor) in trust or set aside and segregated in trust by
        the
        Company (if the Company shall act as its own Paying Agent) for the Holders
        of
        such Securities; *provided* ,
        that,
        if such Securities are to be redeemed, notice of such redemption has been
        duly
        given pursuant to this Indenture or provision therefor satisfactory to the
        Trustee has been made; and
  (iii)  Securities
        that have been paid, or in substitution for or in lieu of which other Securities
        have been authenticated and delivered pursuant to the provisions of this
        Indenture, unless proof satisfactory to the Trustee is presented that any
        such
        Securities are held by Holders in whose hands such Securities are valid,
        binding
        and legal obligations of the Company;
  *provided* ,
        that,
        in determining whether the Holders of the requisite principal amount of
        Outstanding Securities have given any request, demand, authorization, direction,
        notice, consent or waiver hereunder, Securities owned by the Company, the
        Guarantor or any other obligor upon the Securities or any Affiliate of the
        Company, the Guarantor or such other obligor shall be disregarded and deemed
        not
        to be Outstanding, except that, in determining whether the Trustee shall
        be
        protected in relying upon any such request, demand, authorization, direction,
        notice, consent or waiver, only Securities that a Responsible Officer of
        the
        Trustee actually knows to be so owned shall be so disregarded. Securities
        so
        owned that have been pledged in good faith may be regarded as Outstanding
        if the
        pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to
        act with respect to such Securities and that the pledgee is not the Company,
        the
        Guarantor or any other obligor upon the Securities or any Affiliate of the
        Company, the Guarantor or such other obligor. Notwithstanding anything herein
        to
        the contrary, Securities initially issued to the Trust that are owned by
        the
        Trust shall be deemed to be Outstanding notwithstanding the ownership by
        the
        Company or an Affiliate of any beneficial interest in the Trust.
  7
  “ *Paying
        Agent* ”
means
        the Trustee or any Person authorized by the Company to pay the principal
        of or
        any premium or interest on, or other amounts in respect of, any Securities
        on
        behalf of the Company.
  “ *Person* ”
means
        a
        legal person, including any individual, corporation, company, estate,
        partnership, joint venture, association, joint stock company, limited liability
        company, trust, unincorporated association, government or any agency or
        political subdivision thereof, or any other entity of whatever
        nature.
  “ *Place
        of Payment* ”
means,
        with respect to the Securities, the Corporate Trust Office of the
        Trustee.
  “ *Preferred
        Securities* ”
has
        the
        meaning specified in the first recital of this Indenture.
  “ *Predecessor
        Security* ”
of
        any
        particular Security means every previous Security evidencing all or a portion
        of
        the same debt as that evidenced by such particular Security. For the purposes
        of
        this definition, any security authenticated and delivered under Section
        3.6 in lieu
        of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
        the same debt as the mutilated, destroyed, lost or stolen Security.
  “ *Proceeding* ”
has
        the
        meaning specified in Section
        12.2 .
  “ *Property
        Trustee* ”
means
        the Person identified as the “Property Trustee” in the Trust Agreement, solely
        in its capacity as Property Trustee of the Trust under the Trust Agreement
        and
        not in its individual capacity, or its successor in interest in such capacity,
        or any successor Property Trustee appointed as therein provided.
  “ *Purchase
        Agreement* ”
means
        the Purchase Agreement, dated October 6, 2006, among the Company, the Guarantor,
        the Trust and the Purchaser.
  “ *Purchaser* ”
means
        Merrill Lynch International, as purchaser of the Preferred Securities pursuant
        to the Purchase Agreement.
  “ *Redemption
        Date* ”
means,
        when used with respect to any Security to be redeemed, the date fixed for
        such
        redemption by or pursuant to this Indenture.
  “ *Redemption
        Price* ”
means,
        when used with respect to any Security to be redeemed, in whole or in part,
        the
        price at which such Security or portion thereof is to be redeemed as fixed
        by or
        pursuant to this Indenture.
  8
  “ *Reference
        Banks* ”
has
        the
        meaning specified in Schedule
        A .
  “ *Regular
        Record Date* ”
for
        the
        interest payable on any Interest Payment Date with respect to the Securities
        means the date that is fifteen (15) days preceding such Interest Payment
        Date
        (whether or not a Business Day).
  “ *Responsible
        Officer* ”
means,
        with respect to the Trustee, any Senior Vice President, any Vice President,
        any
        Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,
        any Assistant Treasurer, any Trust Officer or Assistant Trust Officer, or
        any
        other officer in the Corporate Trust Office of the Trustee with direct
        responsibility for the administration of this Indenture and also means, with
        respect to a particular corporate trust matter, any other officer of the
        Trustee
        to whom such matter is referred because of that officer’s knowledge of and
        familiarity with the particular subject.
  “ *Rights
        Plan* ”
means
        a
        plan of the Company or the Guarantor providing for the issuance by the Company
        or the Guarantor to all holders of its Equity Interests of rights entitling
        the
        holders thereof to subscribe for or purchase Equity Interests of the Company
        or
        the Guarantor, as applicable, which rights (i) are deemed to be transferred
        with
        such Equity Interests and (ii) are also issued in respect of future issuances
        of
        such Equity Interests, in each case until the occurrence of a specified event
        or
        events.
  “ *Securities* ”
or
        “ *Security* ”
means
        any debt securities or debt security, as the case may be, authenticated and
        delivered under this Indenture.
  “ *Securities
        Act* ”
means
        the Securities Act of 1933 or any successor statute thereto, in each case
        as
        amended from time to time.
  “ *Securities
        Register* ”
and
        “ *Securities
        Registrar* ”
have
        the respective meanings specified in Section
        3.5 .
  “ *Senior
        Credit Facility* ”
means
        the Master Loan, Guarantee and Security Agreement, dated as of September
        28,
        2005, as amended as of September 25, 2006, among the Company, NorthStar Realty
        Finance Corp., NS Advisors LLC, as Guarantor and Collateral Manager, the
        entities listed on the signature pages thereof, and Bank of America, N.A.,
        as in
        effect on the date hereof and as such agreement may be amended, extended,
        refinanced or replaced from time to time.
  “ *Senior
        Debt* ”
means
        the principal of and any premium and interest on (including interest accruing
        on
        or after the filing of any petition in bankruptcy or for reorganization relating
        to the Company, or the Guarantor, as the context requires, whether or not
        such
        claim for post-petition interest is allowed in such proceeding) all Debt
        of the
        Company, or the Guarantor, as the context requires, (including, without
        limitation, the Senior Credit Facility) whether incurred on or prior to the
        date
        of this Indenture or thereafter incurred, unless it is provided in the
        instrument creating or evidencing the same or pursuant to which the same
        is
        outstanding, that such obligations are not superior in right of payment to
        the
        Securities; *provided,
        however,* that
        Senior Debt shall not include any other debt securities, and guarantees in
        respect of such debt securities, issued to any trust other than the Trust
        (or a
        trustee of such trust), partnership or other entity affiliated with the Company
        or the Guarantor that is a financing vehicle of the Company or the Guarantor
        (a
“financing entity”), in connection with the issuance by such financing entity of
        equity securities or other securities that rank pari passu with or junior
        in
        right of payment to the Securities, including, without limitation, (i) the
        debt
        securities of the Company issued under the Indenture, dated April 12, 2005,
        between the Company and JPMorgan Chase Bank, National Association, as trustee,
        (ii) the debt securities of the Company issued under the Indenture, dated
        May
        25, 2005, between the Company and JPMorgan Chase Bank, National Association,
        as
        trustee, (iii) the debt securities of the Company issued under the Indenture,
        dated November 22, 2005, between the Company and JPMorgan Chase Bank, National
        Association, as trustee, (iv) the debt securities of the Company issued under
        the Indenture, dated March 10, 2006, between the Company and Wilmington Trust
        Company, as trustee, and (v) the debt securities of the company issued under
        the
        Indenture, dated August 1, 2006, between the Company and Wilmington Trust
        Company, as trustee.
  9
  “ *Special
        Event* ”
means
        the occurrence of an Investment Company Event or a Tax Event.
  “ *Special
        Event Redemption Price* ”
has
        the
        meaning specified in Section
        11.2 .
  “ *Special
        Record Date* ”
for
        the
        payment of any Defaulted Interest means a date fixed by the Trustee pursuant
        to Section
        3.1 .
  “ *Stated
        Maturity* ”
means
        December 30, 2036.
  “ *Subsidiary* ”
means
        a
        Person more than fifty percent (50%) of the outstanding voting stock or other
        voting interests of which is owned, directly or indirectly, by the Company
        or by
        one or more other Subsidiaries, or by the Company and one or more other
        Subsidiaries. For purposes of this definition, “voting stock” means stock that
        ordinarily has voting power for the election of directors, whether at all
        times
        or only so long as no senior class of stock has such voting power by reason
        of
        any contingency.
  *“Surviving
        Entity”* means
        the Guarantor, the entity to which the Guarantor has sold, transferred or
        otherwise disposed of all or substantially all of its assets, or the entity
        surviving a merger or share exchange transaction with the Guarantor described
        in
        clause (iii) of the definition of Change of Control.
  “ *Tax
        Event* ”
means
        the receipt by the Company of an Opinion of Counsel experienced in such matters
        to the effect that, as a result of (a) any amendment to or change (including
        any
        announced prospective change) in the laws or any regulations thereunder of the
        United States or any political subdivision or taxing authority thereof or
        therein or (b) any judicial decision or any official administrative
        pronouncement (including any private letter ruling, technical advice memorandum
        or field service advice) or regulatory procedure, including any notice or
        announcement of intent to adopt any such pronouncement or procedure (an
“Administrative Action”), regardless of whether such judicial decision or
        Administrative Action is issued to or in connection with a proceeding involving
        the Company or the Trust and whether or not subject to review or appeal,
        which
        amendment, change, judicial decision or Administrative Action is enacted,
        promulgated or announced, in each case, on or after the date of issuance
        of the
        Securities, there is more than an insubstantial risk that (i) the Trust is,
        or
        will be within ninety (90) days of the date of such opinion, subject to United
        States federal income tax with respect to income received or accrued on the
        Securities, (ii) interest payable by the Company on the Securities is not,
        or
        within ninety (90) days of the date of such opinion, will not be, deductible
        by
        the Company, in whole or in part, for United States federal income tax purposes,
        or (iii) the Trust is, or will be within ninety (90) days of the date of
        such
        opinion, subject to more than a *de
        minimis* amount
        of other taxes, duties or other governmental charges.
  10
  “ *Trust* ”
has
        the
        meaning specified in the first recital of this Indenture.
  “ *Trust
        Agreement* ”
means
        the Amended and Restated Trust Agreement executed and delivered by the Company,
        the Guarantor, the Property Trustee, the Delaware Trustee and the Administrative
        Trustees named therein, contemporaneously with the execution and delivery
        of
        this Indenture, for the benefit of the holders of the Trust Securities, as
        amended or supplemented from time to time.
  “ *Trustee* ”
means
        the Person named as the “ *Trustee* ”
in
        the
        first paragraph of this instrument, solely in its capacity as such and not
        in
        its individual capacity, until a successor Trustee shall have become such
        pursuant to the applicable provisions of this Indenture, and, thereafter,
        “ *Trustee* ”
shall
        mean or include each Person who is then a Trustee hereunder.
  “ *Trust
        Indenture Act* ”
means
        the Trust Indenture Act of 1939, as amended and as in effect on the date
        as of
        this Indenture.
  “ *Trust
        Securities* ”
has
        the
        meaning specified in the first recital of this Indenture.
  *“Voting
        Stock”* means
        the stock of any class or kind of the Guarantor having the power to vote
        generally in the election of directors.
  SECTION
        1.2. Compliance
        Certificate and Opinions.
  (a)  Upon
        any
        application or request by the Company or the Guarantor to the Trustee to
        take
        any action under any provision of this Indenture, the Company or the Guarantor
        shall, if requested by the Trustee, furnish to the Trustee an Officer’s
        Certificate stating that all conditions precedent (including covenants
        compliance with which constitutes a condition precedent), if any, provided
        for
        in this Indenture relating to the proposed action have been complied with
        and an
        Opinion of Counsel stating that in the opinion of such counsel all such
        conditions precedent (including covenants compliance with which constitutes
        a
        condition precedent), if any, have been complied with, except that, in the
        case
        of any such application or request as to which the furnishing of such documents
        is specifically required by any provision of this Indenture relating to such
        particular application or request, no additional certificate or opinion need
        be
        furnished.
  (b)  Every
        certificate delivered to the Trustee with respect to compliance with a condition
        or covenant provided for in this Indenture (other than the certificate provided
        pursuant to Section
        10.3 )
        shall
        include:
  11
  (i)  a
        statement by each individual signing such certificate or opinion that such
        individual has read such covenant or condition and the definitions herein
        relating thereto;
  (ii)  a
        brief
        statement as to the nature and scope of the examination or investigation
        upon
        which the statements or opinions of such individual contained in such
        certificate or opinion are based;
  (iii)  a
        statement that, in the opinion of such individual, he or she has made such
        examination or investigation as is necessary to enable him or her to express
        an
        informed opinion as to whether or not such covenant or condition has been
        complied with; and
  (iv)  a
        statement as to whether, in the opinion of such individual, such condition
        or
        covenant has been complied with.
  SECTION
        1.3. Forms
        of
        Documents Delivered to Trustee.
  (a)  In
        any
        case where several matters are required to be certified by, or covered by
        an
        opinion of, any specified Person, it is not necessary that all such matters
        be
        certified by, or covered by the opinion of, only one such Person, or that
        they
        be so certified or covered by only one document, but one such Person may
        certify
        or give an opinion with respect to some matters and one or more other such
        Persons as to other matters, and any such Person may certify or give an opinion
        as to such matters in one or several documents.
  (b)  Any
        certificate or opinion of an officer of the Company or the Guarantor may
        be
        based, insofar as it relates to legal matters, upon a certificate or opinion
        of,
        or representations by, counsel, unless such officer knows, or after reasonable
        inquiry should know, that the certificate or opinion or representations with
        respect to matters upon which his or her certificate or opinion is based
        are
        erroneous. Any such certificate or Opinion of Counsel may be based, insofar
        as
        it relates to factual matters, upon a certificate or opinion of, or
        representations by, an officer or officers of the Company or the Guarantor
        stating that the information with respect to such factual matters is in the
        possession of the Company or the Guarantor, unless such counsel knows, or
        after
        reasonable inquiry should know, that the certificate or opinion or
        representations with respect to such matters are erroneous.
  (c)  Where
        any
        Person is required to make, give or execute two or more applications, requests,
        consents, certificates, statements, opinions or other instruments under this
        Indenture, they may, but need not, be consolidated and form one
        instrument.
  (d)  Whenever,
        subsequent to the receipt by the Trustee of any Board Resolution, Officer’s
        Certificate, Opinion of Counsel or other document or instrument, a clerical,
        typographical or other inadvertent or unintentional error or omission shall
        be
        discovered therein, a new document or instrument may be substituted therefor
        in
        corrected form with the same force and effect as if originally received in
        the
        corrected form and, irrespective of the date or dates of the actual execution
        and/or delivery thereof, such substitute document or instrument shall be
        deemed
        to have been executed and/or delivered as of the date or dates required with
        respect to the document or instrument for which it is substituted. Without
        limiting the generality of the foregoing, any Securities issued under the
        authority of such defective document or instrument shall nevertheless be
        the
        valid obligations of the Company entitled to the benefits of this Indenture
        equally and ratably with all other Outstanding Securities.
  12
  SECTION
        1.4. Acts
        of
        Holders.
  (a)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action provided by this Indenture to be given to 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 herein otherwise expressly provided, such action
        shall
        become effective when such instrument or instruments (including any appointment
        of an agent) is or are delivered to the Trustee, and, where it is hereby
        expressly required, to the Company or the Guarantor. 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 Indenture and conclusive in favor of the Trustee and the
        Company
        or the Guarantor, if made in the manner provided in this Section
        1.4 .
  (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 the certificate
        of
        any 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 or her the execution thereof. Where such execution is
        by a
        Person acting in other than his or her individual capacity, such certificate
        or
        affidavit shall also constitute sufficient proof of his or her authority.
        The
        fact and date of the execution by any Person of any such instrument or writing,
        or the authority of the Person executing the same, may also be proved in
        any
        other manner that the Trustee deems sufficient and in accordance with such
        reasonable rules as the Trustee may determine.
  (c)  The
        ownership of Securities shall be proved by the Securities Register.
  (d)  Any
        request, demand, authorization, direction, notice, consent, waiver or other
        action by the Holder of any Security shall bind every future Holder of the
        same
        Security and the Holder of every Security issued upon the registration of
        transfer thereof or in exchange therefor or in lieu thereof in respect of
        anything done or suffered to be done by the Trustee, the Company or the
        Guarantor in reliance thereon, whether or not notation of such action is
        made
        upon such Security.
  (e)  Without
        limiting the foregoing, a Holder entitled to take any action hereunder with
        regard to any particular Security may do so with regard to all or any part
        of
        the principal amount of such 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 principal amount.
  (f)  Except
        as
        set forth in paragraph (g) of this Section
        1.4 ,
        the
        Company may set any day as a record date for the purpose of determining the
        Holders of Outstanding Securities entitled to give, make or take any request,
        demand, authorization, direction, notice, consent, waiver or other action
        provided or permitted by this Indenture to be given, made or taken by Holders
        of
        Securities. If any record date is set pursuant to this paragraph, the Holders
        of
        Outstanding Securities on such record date, and no other Holders, shall be
        entitled to take the relevant action, whether or not such Holders remain
        Holders
        after such record date; *provided* ,
        that no
        such action shall be effective hereunder unless taken on or prior to the
        applicable Expiration Date (as defined below) by Holders of the requisite
        principal amount of Outstanding Securities on such record date. Nothing in
        this
        paragraph shall be construed to prevent the Company from setting a new record
        date for any action for which a record date has previously been set pursuant
        to
        this paragraph (whereupon the record date previously set shall automatically
        and
        with no action by any Person be canceled and of no effect). Promptly after
        any
        record date is set pursuant to this paragraph, the Company, at its own expense,
        shall cause notice of such record date, the proposed action by Holders and
        the
        applicable Expiration Date to be given to the Trustee in writing and to each
        Holder of Securities in the manner set forth in Section
        1.6 .
  13
  (g)  The
        Trustee may set any day as a record date for the purpose of determining the
        Holders of Outstanding Securities entitled to join in the giving or making
        of
        (i) any Notice of Default, (ii) any declaration of acceleration or rescission
        or
        annulment thereof referred to in Section
        5.2 ,
        (iii)
        any request to institute proceedings referred to in Section
        5.7(b) or (iv)
        any direction referred to in Section
        5.12 .
        If any
        record date is set pursuant to this paragraph, the Holders of Outstanding
        Securities on such record date, and no other Holders, shall be entitled to
        join
        in such notice, declaration, request or direction, whether or not such Holders
        remain Holders after such record date; *provided* ,
        that no
        such action shall be effective hereunder unless taken on or prior to the
        applicable Expiration Date by Holders of the requisite principal amount of
        Outstanding Securities on such record date. Nothing in this paragraph shall
        be
        construed to prevent the Trustee from setting a new record date for any action
        for which a record date has previously been set pursuant to this paragraph
        (whereupon the record date previously set shall automatically and with no
        action
        by any Person be canceled and of no effect). Promptly after any record date
        is
        set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
        cause notice of such record date, the proposed action by Holders and the
        applicable Expiration Date to be given to the Company in writing and to each
        Holder of Securities in the manner set forth in Section
        1.6 .
  (h)  With
        respect to any record date set pursuant to paragraph (f) or (g) of this Section
        1.4 ,
        the
        party hereto that sets such record date may designate any day as the
“ *Expiration
        Date* ”
and
        from time to time may change the Expiration Date to any earlier or later
        day; *provided* ,
        that no
        such change shall be effective unless notice of the proposed new Expiration
        Date
        is given to the other party hereto in writing, and to each Holder of Securities
        in the manner set forth in Section
        1.6 ,
        on or
        prior to the existing Expiration Date. If an Expiration Date is not designated
        with respect to any record date set pursuant to this Section
        1.4 ,
        the
        party hereto that set such record date shall be deemed to have initially
        designated the ninetieth (90 th )
        day
        after such record date as the Expiration Date with respect thereto, subject
        to
        its right to change the Expiration Date as provided in this paragraph.
        Notwithstanding the foregoing, no Expiration Date shall be later than the
        one
        hundred and eightieth (180 th )
        day
        after the applicable record date.
  14
  SECTION
        1.5. Notices,
        Etc.
  Any
        request, demand, authorization, direction, notice, consent, waiver, Act of
        Holders, or other document provided or permitted by this Indenture to be
        made
        upon, given or furnished to, or filed with:
  (a)  the
        Trustee by any Holder, any holder of Preferred Securities, the Company or
        the
        Guarantor shall be sufficient for every purpose hereunder if made, given,
        furnished or filed in writing to or with the Trustee at its Corporate Trust
        Office,
  (b)  the
        Company or the Guarantor by the Trustee, any Holder or any holder of Preferred
        Securities shall be sufficient for every purpose hereunder if in writing
        and
        mailed, first class, postage prepaid, to the Company addressed to it at c/o
        NorthStar Realty Finance Corp., 527 Madison Avenue, New York, New York 10022,
        Attn: Chief Financial Officer, or at any other address previously furnished
        in
        writing to the Trustee by the Company, or to the Guarantor addressed to it
        at
        527 Madison Avenue, New York, New York 10022, Attn: Chief Financial Officer,
        or
        at any other address previously furnished in writing to the Trustee by the
        Guarantor, or
  (c)  the
        Purchaser by the Trustee, the Company, the Guarantor, any Holder or any holder
        or beneficial owner of the Preferred Securities, shall be sufficient for
        every
        purpose hereunder if in writing and mailed first-class postage prepaid to
        the
        Purchaser at c/o Maples Finance Limited, P.O. Box 1093 GT, Queensgate House,
        South Church Street, George Town, Grand Cayman, Cayman Islands, Attention:
        The
        Directors, or any other address previously furnis hed
        by the
        Purchaser.
  SECTION
        1.6. Notice
        to
        Holders; Waiver.
  Where
        this Indenture provides for notice to Holders of any event, such notice shall
        be
        sufficiently given (unless otherwise herein expressly provided) if in writing
        and mailed, first class, postage prepaid, to each Holder affected by such
        event
        to the address of such Holder as it appears in the Securities Register, not
        later than the latest date, and not earlier than the earliest date, prescribed
        for the giving of such notice. If, by reason of the suspension of or
        irregularities in regular mail service or for any other reason, it shall
        be
        impossible or impracticable to mail notice of any event to Holders when said
        notice is required to be given pursuant to any provision of this Indenture,
        then
        any manner of giving such notice as shall be satisfactory to the Trustee
        shall
        be deemed to be a sufficient giving of such notice. In any case where notice
        to
        Holders is given by mail, neither the failure to mail such notice, nor any
        defect in any notice so mailed, to any particular Holder shall affect the
        sufficiency of such notice with respect to other Holders. Where this Indenture
        provides for notice in any manner, such notice may be waived in writing by
        the
        Person entitled to receive such notice, either before or after the event,
        and
        such waiver shall be the equivalent of such notice. Waivers of notice by
        Holders
        shall be filed with the Trustee, but such filing shall not be a condition
        precedent to the validity of any action taken in reliance upon such
        waiver.
  15
  SECTION
        1.7. Effect
        of
        Headings and Table of Contents.
  The
        Article and Section headings herein and the Table of Contents are for
        convenience only and shall not affect the construction of this
        Indenture.
  SECTION
        1.8. Successors
        and Assigns.
  This
        Indenture shall be binding upon and shall inure to the benefit of any successor
        to the Company, the Guarantor and the Trustee, including any successor by
        operation of law. Except in connection with a transaction involving the Company
        that is permitted under Article
        VIII and
        pursuant to which the assignee agrees in writing to perform the Company’s
        obligations hereunder, the Company shall not assign its obligations
        hereunder.
  SECTION
        1.9. Separability
        Clause.
  If
        any
        provision in this Indenture or in the Securities shall be invalid, illegal
        or
        unenforceable, the validity, legality and enforceability of the remaining
        provisions shall not in any way be affected or impaired thereby, and there
        shall
        be deemed substituted for the provision at issue a valid, legal and enforceable
        provision as similar as possible to the provision at issue.
  SECTION
        1.10. Benefits
        of Indenture.
  Nothing
        in this Indenture or in the Securities, express or implied, shall give to
        any
        Person, other than the parties hereto and their successors and assigns, the
        holders of Senior Debt, the Holders of the Securities and, to the extent
        expressly provided in Sections
        5.2 , 5.8 , 5.9 , 5.11 , 5.13 , 9.2 and 10.7 ,
        the
        holders of Preferred Securities, any benefit or any legal or equitable right,
        remedy or claim under this Indenture.
  SECTION
        1.11. Governing
        Law.
  This
        Indenture and the rights and obligations of each of the Holders, the Company,
        the Guarantor and the Trustee shall be construed and enforced in accordance
        with
        and governed by the laws of the State of New York without reference to its
        conflict of laws provisions (other than Section 5-1401 of the General
        Obligations Law).
  SECTION
        1.12. Submission
        to Jurisdiction.
  ANY
        LEGAL
        ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
        ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS
        OF THE
        STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
        OF
        AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
        BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH
        PARTY
        ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
        UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF
        APPEALS
        THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
        INDENTURE.
  16
  SECTION
        1.13. Non-Business
        Days.
  If
        any
        Interest Payment Date, Redemption Date or Stated Maturity of any Security
        shall
        not be a Business Day, then (notwithstanding any other provision of this
        Indenture or the Securities) payment of interest, premium, if any, or principal
        or other amounts in respect of such Security shall not be made on such date,
        but
        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 such Interest Payment Date, Redemption Date or Stated Maturity, as
        the
        case may be, until such 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 the Interest Payment Date or Redemption Date or
        at the
        Stated Maturity.
  ARTICLE
        II
  Security
        Forms
  SECTION
        2.1. Form
        of
        Security.
  Any
        Security issued hereunder shall be in substantially the following
        form:
  NorthStar
        Realty Finance Limited Partnership
  Junior
        Subordinated Note due 2036
  No.
                    _____________
                $__________
  NorthStar
        Realty Finance Limited Partnership, a limited partnership organized and existing
        under the laws of Delaware (hereinafter called the “ *Company* ,”
which
        term includes any successor Person under the Indenture hereinafter referred
        to),
        for value received, hereby promises to pay to _______________ (the “Holder”), or
        registered assigns, the principal sum of $__________ Dollars [ *if
        the Security is a Global Security, then insert* —
or
        such
        other principal amount represented hereby as may be set forth in the records
        of
        the Securities Registrar hereinafter referred to in accordance with the
        Indenture] on December 30, 2036. The Company further promises to pay interest
        on
        said principal sum from October 6, 2006, or from the most recent Interest
        Payment Date to which interest has been paid or duly provided for, quarterly
        in
        arrears on March 30 th ,
        June
        30 th ,
        September 30 th and
        December 30 th of each
        year, commencing on December 30, 2006, or if any such day is not a Business
        Day,
        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 such
        Interest Payment Date until such 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 the Interest Payment Date, at a variable rate
        per
        annum, reset quarterly, equal to LIBOR plus the Margin, together with Additional
        Tax Sums, if any, as provided in Section
        10.5 of the
        Indenture, until the principal hereof is paid or duly provided for or made
        available for payment; *provided* ,
        that
        any overdue principal, premium, if any, or Additional Tax Sums and any overdue
        installment of interest shall bear Additional Interest (to the extent that
        the
        payment of such interest shall be legally enforceable) at a variable rate
        per
        annum, reset quarterly, equal to LIBOR plus the Margin, compounded quarterly,
        from the dates such amounts are due until they are paid or made available
        for
        payment, and such interest shall be payable on demand.
  17
  The
        amount of interest payable for any interest period shall be computed and
        paid on
        the basis of a 360-day year and the actual number of days elapsed in the
        relevant interest period. The interest so payable, and punctually paid or
        duly
        provided for, on any Interest Payment Date shall, as provided in the Indenture,
        be paid to the Person in whose name this Security (or one or more Predecessor
        Securities) is registered at the close of business on the Regular Record
        Date
        for such interest installment. Any such interest not so punctually paid or
        duly
        provided for shall forthwith cease to be payable to the Holder on such Regular
        Record Date and may either be paid to the Person in whose name this Security
        (or
        one or more Predecessor Securities) is registered at the close of business
        on a
        Special Record Date for the payment of such Defaulted Interest to be fixed
        by
        the Trustee, notice whereof shall be given to Holders of Securities not less
        than ten (10) days prior to such Special Record Date, or be paid at any time
        in
        any other lawful manner not inconsistent with the requirements of any securities
        exchange or automated quotation system on which the Securities may be listed,
        traded or quoted and upon such notice as may be required by such exchange
        or
        automated quotation system, all as more fully provided in the
        Indenture.
  Payment
        of principal of, premium, if any, and interest on this Security shall be
        made in
        such coin or currency of the United States of America as at the time of payment
        is legal tender for payment of public and private debts. Payments of principal,
        premium, if any, and interest due at the Maturity of this Security shall
        be made
        at the office or agency of the Company maintained for that purpose in the
        Place
        of Payment upon surrender of such Securities to the Paying Agent, and payments
        of interest shall be made, subject to such surrender where applicable, by
        wire
        transfer at such place and to such account at a banking institution in the
        United States as may be designated in writing to the Paying Agent at least
        ten
        (10) Business Days prior to the date for payment by the Person entitled thereto
        unless proper written wire 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. Notwithstanding the foregoing, so long as the Holder of this Security
        is the Property Trustee, the payment of the principal of (and premium, if
        any)
        and interest (including any overdue installment of interest and Additional
        Tax
        Sums, if any) on this Security will be made at such place and to such account
        as
        may be designated by the Property Trustee.
  The
        indebtedness evidenced by this Security 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, and this Security is issued subject to the provisions
        of the Indenture with respect thereto. Each Holder of this Security, by
        accepting the same, (a) agrees to and shall be bound by such provisions,
        (b)
        authorizes and directs the Trustee on his or her behalf to take such actions
        as
        may be necessary or appropriate to effectuate the subordination so provided
        and
        (c) appoints the Trustee his or her attorney-in-fact for any and all such
        purposes. Each Holder hereof, by his or her acceptance hereof, waives all
        notice
        of the acceptance of the subordination provisions contained herein and in
        the
        Indenture by each holder of Senior Debt, whether now outstanding or hereafter
        incurred, and waives reliance by each such holder upon said
        provisions.
  18
  This
        Security shall be entitled to the benefit of the guarantee of NorthStar Realty
        Finance Corp., the “ *Guarantor* ,”
which
        term includes any successor permitted under the Indenture) as specified in
        the
        Indenture (the “ *Guarantee* ”).
        The
        obligations of the Guarantor under the Guarantee are, to the extent provided
        in
        the Indenture, subordinate and junior in right of payment to the prior payment
        in full of all Senior Debt of the Guarantor. Each Holder of this Security,
        by
        accepting the same, (a) agrees to and shall be bound by such provisions,
        (b)
        authorizes and directs the Trustee on such Holder’s behalf to take such action
        as may be necessary or appropriate to acknowledge or effectuate the
        subordination of the Guarantee so provided and (c) appoints the Trustee such
        holder’s attorney-in-fact for any and all such purposes. Each Holder of this
        Security, by such Holder’s acceptance hereof, hereby waives all notice of the
        acceptance of the subordination provisions relating to the Guarantee contained
        herein and in the Indenture by each holder of Senior Debt of the Guarantor,
        whether now outstanding or hereafter incurred, and waives reliance by each
        such
        holder upon said provisions.
  Unless
        the certificate of authentication hereon has been executed by the Trustee
        by
        manual signature, this Security shall not be entitled to any benefit under
        the
        Indenture or be valid or obligatory for any purpose.
  This
        Security is one of a duly authorized issue of securities of the Company (the
        “ *Securities* ”)
        issued
        under the Junior Subordinated Indenture, dated as of October 6, 2006 (the
        “ *Indenture* ”),
        between the Company, Guarantor and Wilmington Trust Company, as Trustee (in
        such
        capacity, the “ *Trustee* ,”
which
        term includes any successor trustee under the Indenture), to which Indenture
        and
        all indentures supplemental thereto reference is hereby made for a statement
        of
        the respective rights, limitations of rights, duties and immunities thereunder
        of the Company, the Guarantor, the Trustee, the holders of Senior Debt and
        the
        Holders of the Securities, and of the terms upon which the Securities are,
        and
        are to be, authenticated and delivered.
  All
        terms
        used in this Security that are defined in the Indenture or in the Amended
        and
        Restated Trust Agreement, dated as of October 6, 2006 (as modified, amended
        or
        supplemented from time to time, the “ *Trust
        Agreement* ”),
        relating to NorthStar Realty Finance Trust VI (the “ *Trust* ”),
        among
        the Company, as Depositor, the trustees named therein and the holders from
        time
        to time of the Trust Securities issued pursuant thereto, shall have the meanings
        assigned to them in the Indenture or the Trust Agreement, as the case may
        be.
  The
        Company may, on any Interest Payment Date, at its option, upon not less than
        thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
        of the Securities (unless a shorter notice period shall be satisfactory to
        the
        Trustee) on or after the earlier to occur of (i) a Change of Control Event
        or
        (ii) December 30, 2011 and subject to the terms and conditions of Article
        XI of the
        Indenture, redeem this Security in whole at any time or in part from time
        to
        time at a Redemption Price equal to one hundred percent (100%) of the principal
        amount hereof, together, in the case of any such redemption, with accrued
        interest, including any Additional Interest, to but excluding the date fixed
        for
        redemption.
  19
  In
        addition, upon the occurrence and during the continuation of a Special Event,
        the Company may, at its option, upon not less than thirty (30) days’ nor more
        than sixty (60) days’ written notice to the Holders of the Securities (unless a
        shorter notice period shall be satisfactory to the Trustee), redeem this
        Security, in whole but not in part, subject to the terms and conditions of Article
        XI of the
        Indenture at the Special Event Redemption Price.
  In
        the
        event of redemption of this Security in part only, a new Security or Securities
        for the unredeemed portion hereof will be issued in the name of the Holder
        hereof upon the cancellation hereof. If less than all the Securities are
        to be
        redeemed, the particular Securities to be redeemed shall be selected not
        more
        than sixty (60) days prior to the Redemption Date by the Trustee from the
        Outstanding Securities not previously called for redemption, by such method
        as
        the Trustee shall deem fair and appropriate and which may provide for the
        selection for redemption of a portion of the principal amount of any
        Security.
  The
        Indenture permits, with certain exceptions as therein provided, the Company,
        the
        Guarantor and the Trustee at any time to enter into a supplemental indenture
        or
        indentures for the purpose of modifying in any manner the rights and obligations
        of the Company, the Guarantor and of the Holders of the Securities, with
        the
        consent of the Holders of not less than a majority in principal amount of
        the
        Outstanding Securities. The Indenture also contains provisions permitting
        Holders of specified percentages in principal amount of the Securities, on
        behalf of the Holders of all Securities, to waive compliance by the Company
        or
        the Guarantor with certain provisions of the Indenture and certain past defaults
        under the Indenture and their consequences. Any such consent or waiver by
        the
        Holder of this Security shall be conclusive and binding upon such Holder
        and
        upon all future Holders of this Security and of any Security issued upon
        the
        registration of transfer hereof or in exchange herefor or in lieu hereof,
        whether or not notation of such consent or waiver is made upon this
        Security.
  No
        reference herein to the Indenture and no provision of this Security or of
        the
        Indenture shall alter or impair the obligation of the Company, which is absolute
        and unconditional, to pay the principal of and any premium, if any, and
        interest, including any Additional Interest (to the extent legally enforceable),
        on this Security at the times, place and rate, and in the coin or currency,
        herein prescribed.
  As
        provided in the Indenture and subject to certain limitations therein set
        forth,
        the transfer of this Security is registrable in the Securities Register,
        upon
        surrender of this Security for registration of transfer at the office or
        agency
        of the Company maintained for such purpose, duly endorsed by, or accompanied
        by
        a written instrument of transfer in form satisfactory to the Company and
        the
        Securities Registrar and duly executed by, the Holder hereof or such Holder’s
        attorney duly authorized in writing, and thereupon one or more new Securities,
        of like tenor, of authorized denominations and for the same aggregate principal
        amount, will be issued to the designated transferee or transferees.
  The
        Securities are issuable only in registered form without coupons in minimum
        denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
        As provided in the Indenture and subject to certain limitations therein set
        forth, Securities are exchangeable for a like aggregate principal amount
        of
        Securities and of like tenor of a different authorized denomination, as
        requested by the Holder surrendering the same.
  20
  No
        service charge shall be made for any such registration of transfer or exchange,
        but the Company may require payment of a sum sufficient to cover any tax
        or
        other governmental charge payable in connection therewith.
  The
        Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
        or the Trustee may treat the Person in whose name this Security is registered
        as
        the owner hereof for all purposes, whether or not this Security be overdue,
        and
        neither the Company, the Guarantor, the Trustee nor any such agent shall
        be
        affected by notice to the contrary.
  The
        Company and, by its acceptance of this Security or a beneficial interest
        herein,
        the Holder of, and any Person that acquires a beneficial interest in, this
        Security agree that, for United States federal, state and local tax purposes,
        it
        is intended that this Security constitute indebtedness.
  This
        Security shall be construed and enforced in accordance with and governed
        by the
        laws of the State of New York, without reference to its conflict of laws
        provisions (other than Section 5-1401 of the General Obligations
        Law).
  IN
        WITNESS WHEREOF, the Company has duly executed this certificate this ____
        day of
        ____________, 2006.
  NorthStar
                  Realty Finance Limited Partnership
                
                By:
                  NorthStar Realty Finance Corp., its General Partner
                
                
                By:
                  _______________________________
                Name:
                Title:
  SECTION
        2.2. Restricted
        Legend.
  (a)  Any
        Security issued hereunder shall bear a legend in substantially the following
        form:
  “[ IF
        THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS
        SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
        REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
        (“DTC”) OR A NOMINEE OF DTC. THIS 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 INDENTURE, AND NO TRANSFER OF THIS
        SECURITY (OTHER THAN A TRANSFER OF THIS 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.
  21
  UNLESS
        THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
        ISSUER
        OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY 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
        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 SECURITIES, AND 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
        SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE 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 SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT
        OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE
        TRANSFERRED ONLY (I) TO THE COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY
        BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
        SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR
        (III)
        TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a)
        (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING
        THE
        SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER
        THE SECURITIES ACT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
        OFFER
        OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
        ACT,
        IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
        OF
        THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF
        (III), SUBJECT TO THE RIGHT OF THE COMPANY TO REQUIRE AN OPINION OF COUNSEL
        ADDRESSING COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION
        SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY
        SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
        ABOVE.
  22
  THE
        SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
        AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT
        PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SECURITIES, OR ANY INTEREST THEREIN,
        IN A BLOCK HAVING AN AGGREGATE PRINCIPAL 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 SECURITIES FOR ANY
        PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST
        ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE
        SHALL
        BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH 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 SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER
        OR
        HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT
        OF
        LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR
        84-14
        OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY,
        OR
        ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION
        4975
        OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER
        OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
        BY
        ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT
        PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE
        IS
        APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
        BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
        ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii)
        SUCH
        PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
        406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF
        IS NOT
        AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE
        EXEMPTION.
  23
  (b)  The
        above
        legends shall not be removed from any Security unless there is delivered
        to the
        Company satisfactory evidence, which may include an Opinion of Counsel, as
        may
        be reasonably required to ensure that any future transfers thereof may be
        made
        without restriction under or violation of the provisions of the Securities
        Act
        and other applicable law. Upon provision of such satisfactory evidence, the
        Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
        at the written direction of the Company, a Security that does not bear the
        legend.
  SECTION
        2.3. Form
        of
        Trustee’s Certificate of Authentication.
  The
        Trustee’s certificates of authentication shall be in substantially the following
        form:
  This
        represents Securities referred to in the within-mentioned
        Indenture.
  Dated:
 WILMINGTON
                    TRUST COMPANY,
                    not in its individual capacity but solely as Trustee
                  
                  By:
                    _____________________________________
                  *Authorized
                    Officer*
  SECTION
        2.4. Temporary
        Securities.
  (a)  Pending
        the preparation of definitive Securities, the Company may execute, and upon
        Company Order the Trustee shall authenticate and deliver, temporary Securities
        that are printed, lithographed, typewritten, mimeographed or otherwise produced,
        in any denomination, substantially of the tenor of the definitive Securities
        in
        lieu of which they are issued and with such appropriate insertions, omissions,
        substitutions and other variations as the officers executing such Securities
        may
        determine, as evidenced by their execution of such Securities.
  (b)  If
        temporary Securities are issued, the Company will cause definitive Securities
        to
        be prepared without unreasonable delay. After the preparation of definitive
        Securities, the temporary Securities shall be exchangeable for definitive
        Securities upon surrender of the temporary Securities at the office or agency
        of
        the Company designated for that purpose without charge to the Holder. Upon
        surrender for cancellation of any one or more temporary Securities, the Company
        shall execute and the Trustee shall authenticate and deliver in exchange
        therefor one or more definitive Securities of any authorized denominations
        having the same Original Issue Date and Stated Maturity and having the same
        terms as such temporary Securities. Until so exchanged, the temporary Securities
        shall in all respects be entitled to the same benefits under this Indenture
        as
        definitive Securities.
  24
  SECTION
        2.5. Definitive
        Securities.
  The
        Securities issued on the Original Issue Date shall be in definitive form.
        The
        definitive Securities shall be printed, lithographed or engraved, or produced
        by
        any combination of these methods, if required by any securities exchange
        on
        which the Securities may be listed, on a steel engraved border or steel engraved
        borders or may be produced in any other manner permitted by the rules of
        any
        securities exchange on which the Securities may be listed, all as determined
        by
        the officers executing such Securities, as evidenced by their execution of
        such
        Securities.
  ARTICLE
        III
  The
        Securities
  SECTION
        3.1. Payment
        of Principal and Interest.
  (a)  The
        unpaid principal amount of the Securities shall bear interest at a variable
        rate
        per annum, reset quarterly, equal to LIBOR plus the Margin until paid or
        duly
        provided for, such interest to accrue from the Original Issue Date or from
        the
        most recent Interest Payment Date to which interest has been paid or duly
        provided for, and any overdue principal, premium, if any, or Additional Tax
        Sums
        and any overdue installment of interest shall bear Additional Interest (to
        the
        extent payment of such interest would be legally enforceable) at a variable
        rate
        per annum, reset quarterly, equal to LIBOR plus the Margin, from the dates
        such
        amounts are due until they are paid or funds for the payment thereof are
        made
        available for payment.
  (b)  Interest
        and Additional Interest on any Security that is payable, and is punctually
        paid
        or duly provided for, on any Interest Payment Date shall be paid to the Person
        in whose name that Security (or one or more Predecessor Securities) is
        registered at the close of business on the Regular Record Date for such
        interest, except that interest and any Additional Interest payable on the
        Stated
        Maturity (or any date of principal repayment upon early maturity) of the
        principal of a Security or on a Redemption Date shall be paid to the Person
        to
        whom principal is paid. The initial payment of interest on any Security that
        is
        issued between a Regular Record Date and the related Interest Payment Date
        shall
        be payable as provided in such Security.
  (c)  Any
        interest on any Security that is due and payable, but is not timely paid
        or duly
        provided for, on any Interest Payment Date for Securities (herein called
        “ *Defaulted
        Interest* ”)
        shall
        forthwith cease to be payable to the registered Holder on the relevant Regular
        Record Date by virtue of having been such Holder, and such Defaulted Interest
        may be paid by the Company, at its election in each case, as provided in
        paragraph (i) or (ii) below:
  25
  (i)  The
        Company may elect to make payment of any Defaulted Interest to the Persons
        in
        whose names the Securities (or their respective Predecessor Securities) are
        registered at the close of business on a special record date for the payment
        of
        such Defaulted Interest (a “ *Special
        Record Date* ”),
        which
        shall be fixed in the following manner. At least thirty (30) days prior to
        the
        date of the proposed payment, the Company shall notify the Trustee in writing
        of
        the amount of Defaulted Interest proposed to be paid on each Security and
        the
        date of the proposed payment, and at the same time the Company shall deposit
        with the Trustee an amount of money equal to the aggregate amount proposed
        to be
        paid in respect of such Defaulted Interest or shall make arrangements
        satisfactory to the Trustee for such deposit prior to the date of the proposed
        payment, such money when deposited to be held in trust for the benefit of
        the
        Persons entitled to such Defaulted Interest. Thereupon the Trustee shall
        fix a
        Special Record Date for the payment of such Defaulted Interest, which shall
        be
        not more than fifteen (15) days and not less than ten (10) days prior to
        the
        date of the proposed payment and not less than ten (10) days after the receipt
        by the Trustee of the notice of the proposed payment. The Trustee shall promptly
        notify the Company of such Special Record Date and, in the name and at the
        expense of the Company, shall cause notice of the proposed payment of such
        Defaulted Interest and the Special Record Date therefor to be mailed, first
        class, postage prepaid, to each Holder of a Security at the address of such
        Holder as it appears in the Securities Register not less than ten (10) days
        prior to such Special Record Date. Notice of the proposed payment of such
        Defaulted Interest and the Special Record Date therefor having been so mailed,
        such Defaulted Interest shall be paid to the Persons in whose names the
        Securities (or their respective Predecessor Securities) are registered on such
        Special Record Date; or
  (ii)  The
        Company may make payment of any Defaulted Interest in any other lawful manner
        not inconsistent with the requirements of any securities exchange or automated
        quotation system on which the Securities may be listed, traded or quoted
        and,
        upon such notice as may be required by such exchange or automated quotation
        system (or by the Trustee if the Securities are not listed), if, after notice
        given by the Company to the Trustee of the proposed payment pursuant to this
        clause, such payment shall be deemed practicable by the Trustee.
  (d)  Payments
        of interest on the Securities shall include interest accrued to but excluding
        the respective Interest Payment Dates. The amount of interest payable for
        any
        interest period shall be computed and paid on the basis of a 360-day year
        and
        the actual number of days elapsed in the relevant interest period.
  (e)  Payment
        of principal of, premium, if any, and interest on the Securities shall be
        made
        in such coin or currency of the United States of America as at the time of
        payment is legal tender for payment of public and private debts. Payments
        of
        principal, premium, if any, and interest due at the Maturity of such Securities
        shall be made at the Place of Payment upon surrender of such Securities to
        the
        Paying Agent and payments of interest shall be made subject to such surrender
        where applicable, by wire transfer at such place and to such account at a
        banking institution in the United States as may be designated in writing
        to the
        Paying Agent 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. Notwithstanding the foregoing, so long as the holder
        of the Security is the Property Trustee, the payment of the principal of
        (and
        premium if any) and interest (including any overdue installment of interest
        and
        Additional Tax Sums, if any) on the Security will be made at such place and
        to
        such account as may be designated by the Property Trustee.
  26
  (f)  Subject
        to the foregoing provisions of this Section
        3.1 ,
        each
        Security delivered under this Indenture upon transfer of or in exchange for
        or
        in lieu of any other Security shall carry the rights to interest accrued
        and
        unpaid, and to accrue, that were carried by such other Security.
  SECTION
        3.2. Denominations.
  The
        Securities shall be in registered form without coupons and shall be issuable
        in
        minimum denominations of $100,000 and any integral multiple of $1,000 in
        excess
        thereof.
  SECTION
        3.3. Execution,
        Authentication, Delivery and Dating.
  (a)  At
        any
        time and from time to time after the execution and delivery of this Indenture,
        the Company may deliver Securities in an aggregate principal amount (including
        all then Outstanding Securities) not in excess of $25,100,000 executed by
        the
        Company to the Trustee for authentication, together with a Company Order
        for the
        authentication and delivery of such Securities, and the Trustee in accordance
        with the Company Order shall authenticate and deliver such Securities. In
        authenticating such Securities, and accepting the additional responsibilities
        under this Indenture in relation to such Securities, the Trustee shall be
        entitled to receive, and shall be fully protected in relying upon:
  (i)  a
        copy of
        any Board Resolution relating thereto; and
  (ii)  an
        Opinion of Counsel stating that (1) such Securities, when authenticated and
        delivered by the Trustee and issued by the Company in the manner and subject
        to
        any conditions specified in such Opinion of Counsel, will constitute valid
        and
        legally binding obligations of the Company, subject to bankruptcy, insolvency,
        fraudulent transfer, reorganization, moratorium and similar laws of general
        applicability relating to or affecting creditors’ rights and to general equity
        principles; (2) the Securities have been duly authorized and executed by
        the
        Company and have been delivered to the Trustee for authentication in accordance
        with this Indenture; and (3) the Securities are not required to be registered
        under the Securities Act.
  (b)  The
        Securities shall be executed on behalf of the Company by its Chairman of
        the
        Board, its Vice Chairman of the Board, its Chief Executive Officer, its
        President or one of its Vice Presidents. The signature of any of these officers
        on the Securities may be manual or facsimile. Securities bearing the manual
        or
        facsimile signatures of individuals who were at any time the proper officers
        of
        the Company shall bind the Company, notwithstanding that such individuals
        or any
        of them have ceased to hold such offices prior to the authentication and
        delivery of such Securities or did not hold such offices at the date of such
        Securities.
  (c)  No
        Security shall be entitled to any benefit under this Indenture or be valid
        or
        obligatory for any purpose, unless there appears on such Security a certificate
        of authentication substantially in the form provided for herein executed
        by the
        Trustee by the manual signature of one of its authorized officers, and such
        certificate upon any Security shall be conclusive evidence, and the only
        evidence, that such Security has been duly authenticated and delivered
        hereunder. Notwithstanding the foregoing, if any Security shall have been
        authenticated and delivered hereunder but never issued and sold by the Company,
        and the Company shall deliver such Security to the Trustee for cancellation
        as
        provided in Section
        3.8 ,
        for all
        purposes of this Indenture such Security shall be deemed never to have been
        authenticated and delivered hereunder and shall never be entitled to the
        benefits of this Indenture.
  27
  (d)  Each
        Security shall be dated the date of its authentication.
  SECTION
        3.4. Global
        Securities.
  (a)  Upon
        the
        election of the Holder after the Original Issue Date, which election need
        not be
        in writing, the Securities owned by such Holder shall be issued in the form
        of
        one or more Global Securities registered in the name of the Depositary or
        its
        nominee. Each Global Security issued under this Indenture shall be registered
        in
        the name of the Depositary designated by the Company for such Global Security
        or
        a nominee thereof and delivered to such Depositary or a nominee thereof or
        custodian therefor, and each such Global Security shall constitute a single
        Security for all purposes of this Indenture.
  (b)  Notwithstanding
        any other provision in this Indenture, no Global Security may be exchanged
        in
        whole or in part for registered Securities, and no transfer of a Global Security
        in whole or in part may be registered, in the name of any Person other than
        the
        Depositary for such Global Security or a nominee thereof unless (i) such
        Depositary advises the Trustee and the Company in writing that such Depositary
        is no longer willing or able to properly discharge its responsibilities as
        Depositary with respect to such Global Security, and no qualified successor
        is
        appointed by the Company within ninety (90) days of receipt by the Company
        of
        such notice, (ii) such Depositary ceases to be a clearing agency registered
        under the Exchange Act and no successor is appointed by the Company within
        ninety (90) days after obtaining knowledge of such event, (iii) the Company
        executes and delivers to the Trustee a Company Order stating that the Company
        elects to terminate the book-entry system through the Depositary or (iv)
        an
        Event of Default shall have occurred and be continuing. Upon the occurrence
        of
        any event specified in clause (i), (ii), (iii) or (iv) above, the Trustee
        shall
        notify the Depositary and instruct the Depositary to notify all owners of
        beneficial interests in such Global Security of the occurrence of such event
        and
        of the availability of Securities to such owners of beneficial interests
        requesting the same. Upon the issuance of such Securities and the registration
        in the Securities Register of such Securities in the names of the Holders
        of the
        beneficial interests therein, the Trustees shall recognize such holders of
        beneficial interests as Holders.
  (c)  If
        any
        Global Security is to be exchanged for other Securities or canceled in part,
        or
        if another Security is to be exchanged in whole or in part for a beneficial
        interest in any Global Security, then either (i) such Global Security shall
        be
        so surrendered for exchange or cancellation as provided in this Article
        III or (ii)
        the principal amount thereof shall be reduced or increased by an amount equal
        to
        the portion thereof to be so exchanged or canceled, or equal to the principal
        amount of such other Security to be so exchanged for a beneficial interest
        therein, as the case may be, by means of an appropriate adjustment made on
        the
        records of the Securities Registrar, whereupon the 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 or adjustment of a Global Security by the Depositary,
        accompanied by registration instructions, the Company shall execute and the
        Trustee shall authenticate and deliver any Securities issuable in exchange
        for
        such Global Security (or any portion thereof) in accordance with the
        instructions of the Depositary. The Trustee shall not 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.
  28
  (d)  Every
        Security authenticated and delivered upon registration of transfer of, or
        in
        exchange for or in lieu of, a Global Security or any portion thereof shall
        be
        authenticated and delivered in the form of, and shall be, a Global Security,
        unless such Security is registered in the name of a Person other than the
        Depositary for such Global Security or a nominee thereof.
  (e)  Securities
        distributed to holders of Book-Entry Preferred Securities (as defined in
        the
        Trust Agreement) upon the dissolution of the Trust shall be distributed in
        the
        form of one or more Global Securities registered in the name of a Depositary
        or
        its nominee, and deposited with the Securities Registrar, as custodian for
        such
        Depositary, or with such Depositary, for credit by the Depositary to the
        respective accounts of the beneficial owners of the Securities represented
        thereby (or such other accounts as they may direct). Securities distributed
        to
        holders of Preferred Securities other than Book-Entry Preferred Securities
        upon
        the dissolution of the Trust shall not be issued in the form of a Global
        Security or any other form intended to facilitate book-entry trading in
        beneficial interests in such Securities.
  (f)  The
        Depositary or its nominee, as the registered owner of a Global Security,
        shall
        be the Holder of such Global Security for all purposes under this Indenture
        and
        the Securities, and owners of beneficial interests in a Global Security shall
        hold such interests pursuant to the Applicable Depositary Procedures.
        Accordingly, any such owner’s beneficial interest in a Global Security shall be
        shown only on, and the transfer of such interest shall be effected only through,
        records maintained by the Depositary or its nominee or its Depositary
        Participants. The Securities Registrar and the Trustee shall be entitled
        to deal
        with the Depositary for all purposes of this Indenture relating to a Global
        Security (including the payment of principal and interest thereon and the
        giving
        of instructions or directions by owners of beneficial interests therein and
        the
        giving of notices) as the sole Holder of the Security and shall have no
        obligations to the owners of beneficial interests therein. Neither the Trustee
        nor the Securities Registrar shall have any liability in respect of any
        transfers effected by the Depositary.
  (g)  The
        rights of owners of beneficial interests in a Global Security shall be exercised
        only through the Depositary and shall be limited to those established by
        law and
        agreements between such owners and the Depositary and/or its Depositary
        Participants.
  (h)  No
        holder
        of any beneficial interest in any Global Security held on its behalf by a
        Depositary shall have any rights under this Indenture with respect to such
        Global Security, and such Depositary may be treated by the Company, the
        Guarantor, the Trustee and any agent of the Company, the Guarantor or the
        Trustee as the owner of such Global Security for all purposes whatsoever.
        None
        of the Company, the Guarantor, the Trustee nor any agent of the Company,
        the
        Guarantor or the Trustee will have any responsibility or liability for any
        aspect of the records relating to or payments made on account of beneficial
        ownership interests of a Global Security or maintaining, supervising or
        reviewing any records relating to such beneficial ownership interests.
        Notwithstanding the foregoing, nothing herein shall prevent the Company,
        the
        Guarantor, the Trustee or any agent of the Company, the Guarantor or the
        Trustee
        from giving effect to any written certification, proxy or other authorization
        furnished by a Depositary or impair, as between a Depositary and such holders
        of
        beneficial interests, the operation of customary practices governing the
        exercise of the rights of the Depositary (or its nominee) as Holder of any
        Security.
  29
  SECTION
        3.5. Registration,
        Transfer and Exchange Generally.
  (a)  The
        Trustee shall cause to be kept at the Corporate Trust Office a register (the
        “ *Securities
        Register* ”)
        in
        which the registrar and transfer agent with respect to the Securities (the
        “ *Securities
        Registrar* ”),
        subject to such reasonable regulations as it may prescribe, shall provide
        for
        the registration of Securities and of transfers and exchanges of Securities.
        The
        Trustee shall at all times also be the Securities Registrar. The provisions
        of Article
        VI shall
        apply to the Trustee in its role as Securities Registrar.
  (b)  Subject
        to compliance with Section 2.2(b), upon surrender for registration of transfer
        of any Security at the offices or agencies of the Company designated for
        that
        purpose the Company shall execute, and the Trustee shall authenticate and
        deliver, in the name of the designated transferee or transferees, one or
        more
        new Securities of any authorized denominations of like tenor and aggregate
        principal amount.
  (c)  At
        the
        option of the Holder, Securities may be exchanged for other Securities of
        any
        authorized denominations, of like tenor and aggregate principal amount, upon
        surrender of the Securities to be exchanged at such office or agency. Whenever
        any Securities are so surrendered for exchange, the Company shall execute,
        and
        upon receipt thereof the Trustee shall authenticate and deliver, the Securities
        that the Holder making the exchange is entitled to receive.
  (d)  All
        Securities issued upon any transfer or exchange of Securities shall be the
        valid
        obligations of the Company, evidencing the same debt, and entitled to the
        same
        benefits under this Indenture, as the Securities surrendered upon such transfer
        or exchange.
  (e)  Every
        Security presented or surrendered for transfer or exchange shall (if so required
        by the Company or the Trustee) be duly endorsed, or be accompanied by a written
        instrument of transfer in form satisfactory to the Company and the Securities
        Registrar, duly executed by the Holder thereof or such Holder’s attorney duly
        authorized in writing.
  (f)  No
        service charge shall be made to a Holder for any transfer or exchange of
        Securities, but the Company may require payment of a sum sufficient to cover
        any
        tax or other governmental charge that may be imposed in connection with any
        transfer or exchange of Securities.
  30
  (g)  Neither
        the Company nor the Trustee shall be required pursuant to the provisions
        of this Section
        3.5 (i) to
        issue, register the transfer of or exchange any Security during a period
        beginning at the opening of business fifteen (15) days before the day of
        selection for redemption of Securities pursuant to Article
        XI 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 Security so
        selected for redemption in whole or in part, except, in the case of any such
        Security to be redeemed in part, any portion thereof not to be
        redeemed.
  (h)  The
        Company shall designate an office or offices or agency or agencies where
        Securities may be surrendered for registration or transfer or exchange. The
        Company initially designates the Corporate Trust Office as its office and
        agency
        for such purposes. The Company shall give prompt written notice to the Trustee
        and to the Holders of any change in the location of any such office or
        agency.
  SECTION
        3.6. Mutilated,
        Destroyed, Lost and Stolen Securities.
  (a)  If
        any
        mutilated Security is surrendered to the Trustee together with such security
        or
        indemnity as may be required by the Company or the Trustee to save each of
        them
        harmless, the Company shall execute and upon receipt thereof the Trustee
        shall
        authenticate and deliver in exchange therefor a new Security of like tenor
        and
        aggregate principal amount and bearing a number not contemporaneously
        outstanding.
  (b)  If
        there
        shall be delivered to the Company and to the Trustee (i) evidence to their
        satisfaction of the destruction, loss or theft of any Security and (ii) such
        security or indemnity as may be required by them to save each of them harmless,
        then, in the absence of notice to the Company or the Trustee that such Security
        has been acquired by a *bona
        fide* purchaser, the Company shall execute and upon its written request the Trustee
        shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
        Security, a new Security of like tenor and aggregate principal amount as
        such
        destroyed, lost or stolen Security, and bearing a number not contemporaneously
        outstanding.
  (c)  If
        any
        such mutilated, destroyed, lost or stolen Security has become or is about
        to
        become due and payable, the Company in its discretion may, instead of issuing
        a
        new Security, pay such Security.
  (d)  Upon
        the
        issuance of any new Security under this Section
        3.6 ,
        the
        Company may require the payment of a sum sufficient to cover any tax or other
        governmental charge that may be imposed in relation thereto and any other
        expenses (including the fees and expenses of the Trustee) connected
        therewith.
  (e)  Every
        new
        Security issued pursuant to this Section
        3.6 in lieu
        of any mutilated, destroyed, lost or stolen Security shall constitute an
        original additional contractual obligation of the Company, whether or not
        the
        mutilated, destroyed, lost or stolen Security shall be at any time enforceable
        by anyone, and shall be entitled to all the benefits of this Indenture equally
        and proportionately with any and all other Securities duly issued
        hereunder.
  31
  (f)  The
        provisions of this Section
        3.6 are
        exclusive and shall preclude (to the extent lawful) all other rights and
        remedies with respect to the replacement or payment of mutilated, destroyed,
        lost or stolen Securities.
  SECTION
        3.7. Persons
        Deemed Owners.
  The
        Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
        or the Trustee shall treat the Person in whose name any Security is registered
        as the owner of such Security for the purpose of receiving payment of principal
        of and any interest on such Security and for all other purposes whatsoever,
        and
        neither the Company, the Guarantor, the Trustee nor any agent of the Company,
        the Guarantor or the Trustee shall be affected by notice to the
        contrary.
  SECTION
        3.8. Cancellation.
  All
        Securities surrendered for payment, redemption, transfer or exchange shall,
        if
        surrendered to any Person other than the Trustee, be delivered to the Trustee,
        and any such Securities and Securities surrendered directly to the Trustee
        for
        any such purpose shall be promptly canceled by it. The Company may at any
        time
        deliver to the Trustee for cancellation any Securities previously authenticated
        and delivered hereunder that the Company may have acquired in any manner
        whatsoever, and all Securities so delivered shall be promptly canceled by
        the
        Trustee. No Securities shall be authenticated in lieu of or in exchange for
        any
        Securities canceled as provided in this Section
        3.8 ,
        except
        as expressly permitted by this Indenture. All canceled Securities shall be
        disposed of by the Trustee in accordance with its customary practices and
        the
        Trustee shall deliver to the Company a certificate of such
        disposition.
  SECTION
        3.9. RESERVED.
  SECTION
        3.10. RESERVED.
  SECTION
        3.11. Agreed
        Tax Treatment.
  Each
        Security issued hereunder shall provide that the Company and, by its acceptance
        or acquisition of a Security or a beneficial interest therein, the Holder
        of,
        and any Person that acquires a direct or indirect beneficial interest in,
        such
        Security, intend and agree to treat such Security as indebtedness of the
        Company
        for United States Federal, state and local tax purposes and to treat the
        Preferred Securities (including but not limited to all payments and proceeds
        with respect to the Preferred Securities) as an undivided beneficial ownership
        interest in the Securities (and payments and proceeds therefrom, respectively)
        for United States Federal, state and local tax purposes. The provisions of
        this
        Indenture shall be interpreted to further this intention and agreement of
        the
        parties.
  SECTION
        3.12. CUSIP
        Numbers.
  The
        Company in issuing the Securities may use “CUSIP” numbers (if then generally in
        use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
        and other similar or related materials as a convenience to Holders; *provided* ,
        that
        any such notice or other materials may state that no representation is made
        as
        to the correctness of such numbers either as printed on the Securities or
        as
        contained in any notice of redemption or other materials and that reliance
        may
        be placed only on the other identification numbers printed on the Securities,
        and any such redemption shall not be affected by any defect in or omission
        of
        such numbers.
  32
  ARTICLE
        IV
  Satisfaction
        and Discharge
  SECTION
        4.1. Satisfaction
        and Discharge of Indenture.
  This
        Indenture shall, upon Company Request, cease to be of further effect (except
        as
        to any surviving rights of registration of transfer or exchange of Securities
        herein expressly provided for and as otherwise provided in this Section
        4.1 )
        and the
        Trustee, on demand of and at the expense of the Company, shall execute proper
        instruments acknowledging satisfaction and discharge of this Indenture,
        when
  (a)  either
  (i)  all
        Securities theretofore authenticated and delivered (other than (A) Securities
        that have been mutilated, destroyed, lost or stolen and that have been replaced
        or paid as provided in Section
        3.6 and (B)
        Securities for whose payment money has theretofore been deposited in trust
        or
        segregated and held in trust by the Company and thereafter repaid to the
        Company
        or discharged from such trust as provided in Section 10.2) have been delivered
        to the Trustee for cancellation; or
  (ii)  all
        such
        Securities not theretofore delivered to the Trustee for
        cancellation
  (A)
              have
                  become due and payable, or
  (B)
              will
                  become due and payable at their Stated Maturity within one year
                  of the
                  date of deposit, or
  (C)
              are
                  to be called for redemption within one year under arrangements
                  satisfactory to the Trustee for the giving of notice of redemption
                  by the
                  Trustee in the name, and at the expense, of the
                  Company,
  and
        the
        Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited
        or
        caused to be deposited with the Trustee as trust funds in trust for such
        purpose
        (x) an amount in the currency or currencies in which the Securities are payable,
        (y) Government Obligations which through the scheduled payment of principal
        and
        interest in respect thereof in accordance with their terms will provide,
        not
        later than the due date of any payment, money in an amount or (z) a combination
        thereof, in each case sufficient, in the opinion of a nationally recognized
        firm
        of independent public accountants expressed in a written certification thereof
        delivered to the Trustee, to pay and discharge the entire indebtedness on
        such
        Securities not theretofore delivered to the Trustee for cancellation, for
        principal and any premium, if any, and interest (including any Additional
        Interest) to the date of such deposit (in the case of Securities that have
        become due and payable) or to the Stated Maturity (or any date of principal
        repayment upon early maturity) or Redemption Date, as the case may
        be;
  33
  (b)  the
        Company has paid or caused to be paid all other sums payable hereunder by
        the
        Company; and
  (c)  the
        Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
        Counsel each stating that all conditions precedent herein provided for relating
        to the satisfaction and discharge of this Indenture have been complied
        with.
  Notwithstanding
        the satisfaction and discharge of this Indenture, the obligations of the
        Company
        to the Trustee under Section
        6.6 ,
        the
        obligations of the Company to any Authenticating Agent under Section
        6.11 and, if
        money shall have been deposited with the Trustee pursuant to subclause (a)(ii)
        of this Section
        4.1 ,
        the
        obligations of the Trustee under Section 4.2 and Section
        10.2(e) shall
        survive.
  SECTION
        4.2. Application
        of Trust Money.
  Subject
        to the provisions of Section
        10.2(e) ,
        all
        money deposited with the Trustee pursuant to Section
        4.1 shall be
        held in trust and applied by the Trustee, in accordance with the provisions
        of
        the Securities and this Indenture, to the payment in accordance with Section
        3.1 ,
        either
        directly or through any Paying Agent (including the Company acting as its
        own
        Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
        of
        the principal and any premium, if any, and interest (including any Additional
        Interest) for the payment of which such money or obligations have been deposited
        with or received by the Trustee. Moneys held by the Trustee under this Section
        4.2 shall
        not be subject to the claims of holders of Senior Debt under Article
        XII .
  ARTICLE
        V
  Remedies
  SECTION
        5.1. Events
        of
        Default.
  “ *Event
        of Default* ”
means,
        wherever used herein with respect to the Securities, any one of the following
        events (whatever the reason for such Event of Default 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)  default
        in the payment of any interest upon any Security, including any Additional
        Interest in respect thereof, when it becomes due and payable, and continuance
        of
        such default for a period of thirty (30) days; or
  (b)  default
        in the payment of the principal of or any premium, if any, on any Security
        at
        its Maturity; or
  34
  (c)  default
        in the performance, or breach, of any covenant or warranty of the Company
        or the
        Guarantor in this Indenture and continuance of such default or breach for
        a
        period of thirty (30) days after there has been given, by registered or
        certified mail, to the Company and the Guarantor by the Trustee or to the
        Company, the Guarantor and the Trustee by the Holders of at least twenty
        five
        percent (25%) in aggregate principal amount of the Outstanding 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
  (d)  the
        entry
        by a court having jurisdiction in the premises of a decree or order adjudging
        the Company or the Guarantor a bankrupt or insolvent, or approving as properly
        filed a petition seeking reorganization, arrangement, adjustment or composition
        of or in respect of the Company or the Guarantor under any applicable Federal
        or
        state bankruptcy, insolvency, reorganization or other similar law, or appointing
        a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
        similar official of the Company or the Guarantor or of any substantial part
        of
        its property, or ordering the winding up or liquidation of its affairs, and
        the
        continuance of any such decree or order for relief or any such other decree
        or
        order unstayed and in effect for a period of sixty (60) consecutive days;
        or
  (e)  the
        institution by the Company or the Guarantor of proceedings to be adjudicated
        a
        bankrupt or insolvent, or the consent by the Company or the Guarantor to
        the
        institution of bankruptcy or insolvency proceedings against it, or the filing
        by
        the Company or the Guarantor 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 such petition or to the appointment of or taking possession by
        a
        custodian, receiver, liquidator, assignee, trustee, sequestrator or other
        similar official of the Company or of any substantial part of its property
        or
        the Guarantor or of any substantial part of its property, or the making by
        the
        Company or the Guarantor of an assignment for the benefit of creditors, or
        the
        admission by the Company or the Guarantor 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 the Company or
        the
        Guarantor in furtherance of any such action; or
  (f)  the
        Trust
        shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
        business or otherwise terminated its existence, except in connection with
        (1)
        the distribution of the Securities to holders of the Preferred Securities
        in
        liquidation of their interests in the Trust, (2) the redemption of all of
        the
        outstanding Preferred Securities or (3) certain mergers, consolidations or
        amalgamations, each as and to the extent permitted by the Trust Agreement;
        or
  (g)
        the
        Guarantee shall cease to be in full force and effect or the Guarantor shall,
        in
        writing to the Trustee, to a Holder or a holder of the Preferred Securities
        or
        to any governmental agency or regulatory authority, deny or disaffirm its
        obligations under the Guarantee.
  SECTION
        5.2. Acceleration
        of Maturity; Rescission and Annulment.
  (a)  If
        an
        Event of Default occurs and is continuing, then and in every such case the
        Trustee or the Holders of not less than twenty five percent (25%) in principal
        amount of the Outstanding Securities may declare the principal amount of
        all the
        Securities to be due and payable immediately, by a notice in writing to the
        Company and the Guarantor (and to the Trustee if given by Holders), provided,
        that if, upon an Event of Default, the Trustee or the Holders of not less
        than
        twenty five percent (25%) in principal amount of the Outstanding Securities
        fail
        to declare the principal of all the Outstanding Securities to be immediately
        due
        and payable, the holders of at least twenty five percent (25%) in aggregate
        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 Company and the Guarantor and the Trustee; and upon any such declaration
        the
        principal amount of and the accrued interest (including any Additional Interest)
        on all the Securities shall become immediately due and payable.
  35
  (b)  At
        any
        time after such a declaration of acceleration with respect to Securities
        has
        been made and before a judgment or decree for payment of the money due has
        been
        obtained by the Trustee as hereinafter provided in this Article
        V ,
        the
        Holders of a majority in principal amount of the Outstanding Securities,
        by
        written notice to the Indenture Trustee, or the holders of a majority in
        aggregate Liquidation Amount of the Preferred Securities, by written notice
        to
        the Property Trustee, the Company, the Guarantor and the Trustee, may rescind
        and annul such declaration and its consequences if:
  (i)  the
        Company or the Guarantor has paid or deposited with the Trustee a sum sufficient
        to pay:
  (A)
              all
                  overdue installments of interest on all
                  Securities,
  (B)
              any
                  accrued Additional Interest on all
                  Securities,
  (C)
              the
                  principal of and any premium, if any, on any Securities that have
                  become
                  due otherwise than by such declaration of acceleration and interest
                  (including any Additional Interest) thereon at the rate borne by
                  the
                  Securities, and
  (D)
              all
                  sums paid or advanced by the Trustee hereunder and the reasonable
                  compensation, expenses, disbursements and advances of the Trustee,
                  the
                  Property Trustee and their agents and counsel;
                  and
  (ii)  all
        Events of Default with respect to Securities, other than the non-payment
        of the
        principal of Securities that has become due solely by such acceleration,
        have
        been cured or waived as provided in Section
        5.13 ;
  *provided* ,
        that if
        the Holders of such Securities fail to annul such declaration and waive such
        default, the holders of not less than a majority in aggregate Liquidation
        Amount
        of the Preferred Securities then outstanding shall also have the right to
        rescind and annul such declaration and its consequences by written notice
        to the
        Property Trustee, the Company, the Guarantor and the Trustee, subject to
        the
        satisfaction of the conditions set forth in paragraph (b) of this Section
        5.2 .
        No such
        rescission shall affect any subsequent default or impair any right consequent
        thereon.
  36
  SECTION
        5.3. Collection
        of Indebtedness and Suits for Enforcement by Trustee.
  (a)  Each
        of
        the Company and the Guarantor covenants that if:
  (i)  default
        is made in the payment of any installment of interest (including any Additional
        Interest) on any Security when such interest becomes due and payable and
        such
        default continues for a period of thirty (30) days, or
  (ii)  default
        is made in the payment of the principal of and any premium on any Security
        at
        the Maturity thereof,
  the
        Company and the Guarantor will, upon demand of the Trustee, pay to the Trustee,
        for the benefit of the Holders of such Securities, the whole amount then
        due and
        payable on such Securities for principal and any premium and interest (including
        any Additional Interest) and, in addition thereto, all amounts owing the
        Trustee
        under Section
        6.6 .
  (b)  If
        the
        Company or the Guarantor fails to pay such amounts forthwith upon such demand,
        the Trustee, in its own name and as trustee of an express trust, may institute
        a
        judicial proceeding for the collection of the sums so due and unpaid, and
        may
        prosecute such proceeding to judgment or final decree, and may enforce the
        same
        against the Company, the Guarantor or any other obligor upon such Securities
        and
        collect the moneys adjudged or decreed to be payable in the manner provided
        by
        law out of the property of the Company, the Guarantor or any other obligor
        upon
        the Securities, wherever situated.
  (c)  If
        an
        Event of Default with respect to Securities occurs and is continuing, the
        Trustee may in its discretion proceed to protect and enforce its rights and
        the
        rights of the Holders of Securities by such appropriate judicial proceedings
        as
        the Trustee shall deem most effectual to protect and enforce any such rights,
        whether for the specific enforcement of any covenant or agreement in this
        Indenture or in aid of the exercise of any power granted herein, or to enforce
        any other proper remedy.
  SECTION
        5.4. Trustee
        May File Proofs of Claim.
  In
        case
        of any receivership, insolvency, liquidation, bankruptcy, reorganization,
        arrangement, adjustment, composition or similar judicial proceeding relative
        to
        the Company or the Guarantor (or any other obligor upon the Securities),
        its
        property or its creditors, the Trustee shall be entitled and empowered, by
        intervention in such proceeding or otherwise, to take any and all actions
        authorized hereunder in order to have claims of the Holders and the Trustee
        allowed in any such proceeding. In particular, the Trustee shall be authorized
        to collect and receive any moneys 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 judicial proceeding is hereby authorized by each Holder to make such
        payments to the Trustee and, in the event that the Trustee shall consent
        to the
        making of such payments directly to the Holders, to first pay to the Trustee
        any
        amount due it for the reasonable compensation, expenses, disbursements and
        advances of the Trustee, its agents and counsel, and any other amounts owing
        the
        Trustee, any predecessor Trustee and other Persons under Section
        6.6 .
  37
  SECTION
        5.5. Trustee
        May Enforce Claim Without Possession of Securities.
  All
        rights of action and claims under this Indenture or the Securities may be
        prosecuted and enforced by the Trustee without the possession of any of the
        Securities or the production thereof in any proceeding relating thereto,
        and any
        such proceeding instituted by the Trustee shall be brought in its own name
        as
        trustee of an express trust, and any recovery of judgment shall, subject
        to Article
        XII and
        after provision for the payment of all the amounts owing the Trustee, any
        predecessor Trustee and other Persons under Section
        6.6 ,
        be for
        the ratable benefit of the Holders of the Securities in respect of which
        such
        judgment has been recovered.
  SECTION
        5.6. Application
        of Money Collected.
  Any
        money
        or property collected or to be applied by the Trustee with respect to the
        Securities pursuant to this Article
        V shall be
        applied in the following order, at the date or dates fixed by the Trustee
        and,
        in case of the distribution of such money or property on account of principal
        or
        any premium or interest (including any Additional Interest), upon presentation
        of the Securities and the notation thereon of the payment if only partially
        paid
        and upon surrender thereof if fully paid:
  FIRST:
        To
        the payment of all amounts due the Trustee, any predecessor Trustee and other
        Persons under Section
        6.6 ;
  SECOND:
        To the payment of all Senior Debt of the Company if and to the extent required
        by Article
        XII or by Article
        XIV .
  THIRD:
        Subject to Article
        XII and Article
        XIV ,
        to the
        payment of the amounts then due and unpaid upon the Securities for principal
        and
        any premium and interest (including any Additional Interest) in respect of
        which
        or for the benefit of which such money has been collected, ratably, without
        preference or priority of any kind, according to the amounts due and payable
        on
        the Securities for principal and any premium and interest (including any
        Additional Interest), respectively; and
  FOURTH:
        The balance, if any, to the Person or Persons entitled thereto.
  SECTION
        5.7. Limitation
        on Suits.
  Subject
        to Section
        5.8 ,
        no
        Holder of any Securities shall have any right to institute any proceeding,
        judicial or otherwise, with respect to this Indenture or for the appointment
        of
        a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
        similar official) or for any other remedy hereunder, unless:
  (a)  such
        Holder has previously given written notice to the Trustee of a continuing
        Event
        of Default with respect to the Securities;
  38
  (b)  the
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities shall have made written request to the Trustee to
        institute proceedings in respect of such Event of Default in its own name
        as
        Trustee hereunder;
  (c)  such
        Holder or Holders have offered to the Trustee reasonable indemnity against
        the
        costs, expenses and liabilities to be incurred in compliance with such
        request;
  (d)  the
        Trustee after its receipt of such notice, request and offer of indemnity
        has
        failed to institute any such proceeding for sixty (60) days; and
  (e)  no
        direction inconsistent with such written request has been given to the Trustee
        during such sixty (60)-day period by the Holders of a majority in aggregate
        principal amount of the Outstanding Securities;
  it
        being
        understood and intended that no one or more of such Holders shall have any
        right
        in any manner whatever by virtue of, or by availing itself of, any provision
        of
        this Indenture to affect, disturb or prejudice the rights of any other Holders
        of Securities, or to obtain or to seek to obtain priority or preference over
        any
        other of such Holders or to enforce any right under this Indenture, except
        in
        the manner herein provided and for the equal and ratable benefit of all such
        Holders.
  SECTION
        5.8. Unconditional
        Right of Holders to Receive Principal, Premium and Interest; Direct Action
        by
        Holders of Preferred Securities.
  Notwithstanding
        any other provision in this Indenture, the Holder of any Security shall have
        the
        right, which is absolute and unconditional, to receive payment of the principal
        of and any premium on such Security at its Maturity and payment of interest
        (including any Additional Interest) on such Security when due and payable
        and to
        institute suit for the enforcement of any such payment, and such right shall
        not
        be impaired without the consent of such Holder. Any registered holder of
        the
        Preferred Securities shall have the right, upon the occurrence of an Event
        of
        Default described in Section
        5.1(a) or Section
        5.1(b) to
        institute a suit directly against the Company or the Guarantor for enforcement
        of payment to such holder of principal of and any premium and interest
        (including any Additional Interest) on the Securities having a principal
        amount
        equal to the aggregate Liquidation Amount of the Preferred Securities held
        by
        such holder.
  SECTION
        5.9. Restoration
        of Rights and Remedies.
  If
        the
        Trustee, any Holder or any holder of Preferred Securities has instituted
        any
        proceeding to enforce any right or remedy under this Indenture and such
        proceeding has been discontinued or abandoned for any reason, or has been
        determined adversely to the Trustee, such Holder or such holder of Preferred
        Securities, then and in every such case the Company, the Guarantor, the Trustee,
        such Holders and such holder of Preferred Securities shall, subject to any
        determination in such proceeding, be restored severally and respectively
        to
        their former positions hereunder, and thereafter all rights and remedies
        of the
        Trustee, such Holder and such holder of Preferred Securities shall continue
        as
        though no such proceeding had been instituted.
  39
  SECTION
        5.10. Rights
        and Remedies Cumulative.
  Except
        as
        otherwise provided in Section
        3.6(f) ,
        no
        right or remedy herein conferred upon or reserved to the Trustee or the Holders
        is intended to be exclusive of any other right or remedy, and every right
        and
        remedy shall, to the extent permitted by law, be cumulative and in addition
        to
        every other right and remedy given hereunder or now or hereafter existing
        at law
        or in equity or otherwise. The assertion or employment of any right or remedy
        hereunder, or otherwise, shall not prevent the concurrent assertion or
        employment of any other appropriate right or remedy.
  SECTION
        5.11. Delay
        or
        Omission Not Waiver.
  No
        delay
        or omission of the Trustee, any Holder of any Securities or any holder of
        any
        Preferred Security to exercise any right or remedy accruing upon any Event
        of
        Default shall impair any such right or remedy or constitute a waiver of any
        such
        Event of Default or an acquiescence therein. Every right and remedy given
        by
        this Article
        V or by
        law to the Trustee or to the Holders and the right and remedy given to the
        holders of Preferred Securities by Section
        5.8 may be
        exercised from time to time, and as often as may be deemed expedient, by
        the
        Trustee, the Holders or the holders of Preferred Securities, as the case
        may
        be.
  SECTION
        5.12. Control
        by Holders.
  The
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities (or, as the case may be, the holders of a majority
        in
        aggregate 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 Trustee or exercising any trust or power conferred on the
        Trustee; *provided* ,
        that:
  (a)  such
        direction shall not be in conflict with any rule of law or with this
        Indenture,
  (b)  the
        Trustee may take any other action deemed proper by the Trustee that is not
        inconsistent with such direction, and
  (c)  subject
        to the provisions of Section
        6.2 ,
        the
        Trustee shall have the right to decline to follow such direction if a
        Responsible Officer or Officers of the Trustee shall, in good faith, reasonably
        determine that the proceeding so directed would be unjustly prejudicial to
        the
        Holders not joining in any such direction or would involve the Trustee in
        personal liability.
  SECTION
        5.13. Waiver
        of
        Past Defaults.
  (a)  The
        Holders of not less than a majority in aggregate principal amount of the
        Outstanding Securities and the holders of not less than a majority in aggregate
        Liquidation Amount of the Preferred Securities may waive any past Event of
        Default hereunder and its consequences except an Event of Default:
  (i)  in
        the
        payment of the principal of or any premium or interest (including any Additional
        Interest) on any Security (unless such Event of Default has been cured and
        the
        Company or the Guarantor has paid to or deposited with the Trustee a sum
        sufficient to pay all installments of interest (including any Additional
        Interest) due and past due and all principal of and any premium on all
        Securities due otherwise than by acceleration), or
  40
  (ii)  in
        respect of a covenant or provision hereof that under Article
        IX cannot
        be modified or amended without the consent of each Holder of any Outstanding
        Security.
  (b)  Any
        such
        waiver shall be deemed to be on behalf of the Holders of all the Securities
        or,
        in the case of a waiver by holders of Preferred Securities issued by such
        Trust,
        by all holders of Preferred Securities.
  (c)  Upon
        any
        such waiver, 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
        Indenture; but no such waiver shall extend to any subsequent or other Event
        of
        Default or impair any right consequent thereon.
  SECTION
        5.14. Undertaking
        for Costs.
  All
        parties to this Indenture agree, and each Holder of any Security by his or
        her
        acceptance thereof shall be deemed to have agreed, that any court may in
        its
        discretion require, in any suit for the enforcement of any right or remedy
        under
        this Indenture, or in any suit against the Trustee for any action taken or
        omitted by it as Trustee, the filing by any party litigant in such suit of
        an
        undertaking to pay the costs of such suit, and that such court may in its
        discretion assess reasonable costs, including reasonable attorneys’ fees and
        expenses, against any party litigant in such suit, having due regard to the
        merits and good faith of the claims or defenses made by such party litigant;
        but
        the provisions of this Section
        5.14 shall
        not apply to any suit instituted by the Trustee, to any suit instituted by
        any
        Holder, or group of Holders, holding in the aggregate more than ten percent
        (10%) in aggregate principal amount of the Outstanding Securities, or to
        any
        suit instituted by any Holder for the enforcement of the payment of the
        principal of or any premium on the Security after the Stated Maturity or
        any
        interest (including any Additional Interest) on any Security after it is
        due and
        payable.
  SECTION
        5.15. Waiver
        of
        Usury, Stay or Extension Laws.
  Each
        of
        the Company and the Guarantor covenants (to the extent that it may lawfully
        do
        so) that it will not at any time insist upon, or plead, or in any manner
        whatsoever claim or take the benefit or advantage of, any usury, stay or
        extension law wherever enacted, now or at any time hereafter in force, which
        may
        affect the covenants or the performance of this Indenture; and each of the
        Company and the Guarantor (to the extent that it may lawfully do so) hereby
        expressly waives all benefit or advantage of any such law, and covenants
        that it
        will not hinder, delay or impede the execution of any power herein granted
        to
        the Trustee, but will suffer and permit the execution of every such power
        as
        though no such law had been enacted.
  41
  ARTICLE
        VI
  The
        Trustee
  SECTION
        6.1. Corporate
        Trustee Required.
  There
        shall at all times be a Trustee hereunder with respect to the Securities.
        The
        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 $50,000,000,
        subject to supervision or examination by Federal or state authority and having
        an office within the United States. If such corporation publishes reports
        of
        condition at least annually, pursuant to law or to the requirements of such
        supervising or examining authority, then, for the purposes of this Section
        6.1 ,
        the
        combined capital and surplus of such corporation 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 Trustee shall cease to be eligible in
        accordance with the provisions of this Section
        6.1 ,
        it
        shall resign immediately in the manner and with the effect hereinafter specified
        in this Article
        VI .
  SECTION
        6.2. Certain
        Duties and Responsibilities.
  (a)  Except
        during the continuance of an Event of Default:
  (i)  the
        Trustee undertakes to perform such duties and only such duties as are
        specifically set forth in this Indenture, and no implied covenants or
        obligations shall be read into this Indenture against the Trustee;
        and
  (ii)  in
        the
        absence of bad faith on its part, the Trustee may conclusively rely, as to
        the
        truth of the statements and the correctness of the opinions expressed therein,
        upon certificates or opinions furnished to the Trustee and conforming to
        the
        requirements of this Indenture; *provided* ,
        that in
        the case of any such certificates or opinions that by any provision hereof
        are
        specifically required to be furnished to the Trustee, the Trustee shall be
        under
        a duty to examine the same to determine whether or not they substantially
        conform on their face to the requirements of this Indenture.
  (b)  If
        an
        Event of Default known to the Trustee has occurred and is continuing, the
        Trustee shall, prior to the receipt of directions, if any, from the Holders
        of
        at least a majority in aggregate principal amount of the Outstanding Securities (or,
        if
        applicable, from the holders of a majority in aggregate Liquidation Amount
        of
        the Preferred Securities), exercise
        such of the rights and powers vested in it by this Indenture, 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.
  (c)  Notwithstanding
        the foregoing, no provision of this Indenture shall require the Trustee 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
        rights or powers, if it 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 therein expressly so provided,
        every provision of this Indenture relating to the conduct or affecting the
        liability of or affording protection to the Trustee shall be subject to the
        provisions of this Section
        6.2 .
        To the
        extent that, at law or in equity, the Trustee has duties and liabilities
        relating to the Holders, the Trustee shall not be liable to any Holder for
        the
        Trustee’s good faith reliance on the provisions of this Indenture. The
        provisions of this Indenture, to the extent that they restrict the duties
        and
        liabilities of the Trustee otherwise existing at law or in equity, are agreed
        by
        the Company and the Holders to replace such other duties and liabilities
        of the
        Trustee.
  42
  (d)  No
        provisions of this Indenture shall be construed to relieve the Trustee from
        liability with respect to matters that are within the authority of the Trustee
        under this Indenture for its own negligent action, negligent failure to act
        or
        willful misconduct, except that:
  (i)  the
        Trustee shall not be liable for any error or judgment made in good faith
        by an
        authorized officer of the Trustee, unless it shall be proved that the Trustee
        was negligent in ascertaining the pertinent facts;
  (ii)  the
        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 aggregate principal amount of the Outstanding Securities
        (or, if applicable, from the holders of a majority in aggregate Liquidation
        Amount of the Preferred Securities), relating to the time, method and place
        of
        conducting any proceeding for any remedy available to the Trustee under this
        Indenture; and
  (iii)  the
        Trustee shall be under no liability for interest on any money received by
        it
        hereunder and money held by the Trustee in trust hereunder need not be
        segregated from other funds except to the extent required by law.
  SECTION
        6.3. Notice
        of
        Defaults.
  Within
        ninety (90) days after the occurrence of any default actually known to the
        Trustee, the Trustee shall give the Holders notice of such default unless
        such
        default shall have been cured or waived; *provided* ,
        that
        except in the case of a default in the payment of the principal of or any
        premium or interest on any Securities, the Trustee shall be fully protected
        in
        withholding the notice if and so long as the board of directors, the executive
        committee or a trust committee of directors and/or Responsible Officers of
        the
        Trustee in good faith determines that withholding the notice is in the interest
        of holders of Securities; and *provided
        further* ,
        that in
        the case of any default of the character specified in Section
        5.1(c) ,
        no such
        notice to Holders shall be given until at least thirty (30) days after the
        occurrence thereof. For the purpose of this Section
        6.3 ,
        the
        term “default” means any event which is, or after notice or lapse of time or
        both would become, an Event of Default.
  43
  SECTION
        6.4. Certain
        Rights of Trustee.
  Subject
        to the provisions of Section
        6.2 :
  (a)  the
        Trustee may conclusively rely and shall be fully protected in acting or
        refraining from acting in good faith and in accordance with the terms hereof
        upon any resolution, certificate, statement, instrument, opinion, report,
        notice, request, direction, consent, order, bond, debenture, note 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 Indenture the Trustee is required to decide
        between alternative courses of action, (ii) in construing any of the provisions
        of this Indenture the Trustee finds ambiguous or inconsistent with any other
        provisions contained herein or (iii) the Trustee is unsure of the application
        of
        any provision of this Indenture, then, except as to any matter as to which
        the
        Holders are entitled to decide under the terms of this Indenture, the Trustee
        shall deliver a notice to the Company requesting the Company’s written
        instruction as to the course of action to be taken and the Trustee shall
        take
        such action, or refrain from taking such action, as the Trustee shall be
        instructed in writing to take, or to refrain from taking, by the Company; *provided* ,
        that if
        the Trustee does not receive such instructions from the Company within ten
        Business Days after it has delivered such notice or such reasonably shorter
        period of time set forth in such notice the Trustee may, but shall be under
        no
        duty to, take such action, or refrain from taking such action, as the Trustee
        shall deem advisable and in the best interests of the Holders, in which event
        the Trustee shall have no liability except for its own negligence, bad faith
        or
        willful misconduct;
  (c)  any
        request or direction of the Company shall be sufficiently evidenced by a
        Company
        Request or Company Order and any resolution of the Board of Directors may
        be
        sufficiently evidenced by a Board Resolution;
  (d)  the
        Trustee may consult with counsel (which counsel may be counsel to the Trustee,
        the Company, the Guarantor or any of their Affiliates, and may include any
        of
        its employees) and the advice of such counsel or any Opinion of 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;
  (e)  the
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it by this Indenture at the request or direction of any of the
        Holders
        or any holder of Preferred Securities pursuant to this Indenture, unless
        such
        Holders (or such holders of Preferred Securities) shall have offered to the
        Trustee security or indemnity reasonably satisfactory to it 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 Trustee;
  (f)  the
        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, bond, indenture, note or other
        paper
        or document, but the Trustee in its discretion may make such inquiry or
        investigation into such facts or matters as it may see fit, and, if the Trustee
        shall determine to make such inquiry or investigation, it shall be entitled
        to
        examine the books, records and premises of the Company and the Guarantor,
        personally or by agent or attorney;
  44
  (g)  the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents, attorneys, custodians
        or
        nominees and the Trustee shall not be responsible for any misconduct or
        negligence on the part of any such agent, attorney, custodian or nominee
        appointed with due care by it hereunder;
  (h)  whenever
        in the administration of this Indenture the Trustee shall deem it desirable
        to
        receive instructions with respect to enforcing any remedy or right or taking
        any
        other action with respect to enforcing any remedy or right hereunder, the
        Trustees (i) may request instructions from the Holders (which instructions
        may
        only be given by the Holders of the same aggregate principal amount of
        Outstanding Securities as would be entitled to direct the Trustee under this
        Indenture in respect of such remedy, right or action), (ii) may refrain from
        enforcing such remedy or right or taking such action until such instructions
        are
        received and (iii) shall be protected in acting in accordance with such
        instructions;
  (i)  except
        as
        otherwise expressly provided by this Indenture, the Trustee shall not be
        under
        any obligation to take any action that is discretionary under the provisions
        of
        this Indenture;
  (j)  without
        prejudice to any other rights available to the Trustee under applicable law,
        when the Trustee incurs expenses or renders services in connection with any
        bankruptcy, insolvency or other proceeding referred to in clauses (d) or
        (e) of
        the definition of Event of Default, 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 laws
        or
        law relating to creditors rights generally;
  (k)  whenever
        in the administration of this Indenture the Trustee shall deem it desirable
        that
        a matter be proved or established prior to taking, suffering or omitting
        any
        action hereunder, the Trustee (unless other evidence be herein specifically
        prescribed) may, in the absence of bad faith on its part, conclusively rely
        upon
        an Officer’s Certificate addressing such matter, which, upon receipt of such
        request, shall be promptly delivered by the Company or the
        Guarantor;
  (l)  the
        Trustee shall not be charged with knowledge of any default or Event of Default
        unless either (i) a Responsible Officer of the Trustee shall have actual
        knowledge or (ii) the Trustee shall have received written notice thereof
        from
        the Company, the Guarantor or a Holder; and
  (m)  in
        the
        event that the Trustee is also acting as Paying Agent, Authenticating Agent
        or
        Securities Registrar hereunder, the rights and protections afforded to the
        Trustee pursuant to this Article
        VI shall
        also be afforded such Paying Agent, Authenticating Agent, or Securities
        Registrar.
  45
  SECTION
        6.5. May
        Hold
        Securities.
  The
        Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar
        or
        any other agent of the Company, in its individual or any other capacity,
        may
        become the owner or pledgee of Securities and may otherwise deal with the
        Company and the Guarantor with the same rights it would have if it were not
        Trustee, Authenticating Agent, Paying Agent, Securities Registrar or such
        other
        agent.
  SECTION
        6.6. Compensation;
        Reimbursement; Indemnity.
  (a)  The
        Company agrees
  (i)  to
        pay to
        the Trustee from time to time reasonable compensation for all services rendered
        by it hereunder in such amounts as the Company and the Trustee shall agree
        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);
  (ii)  to
        reimburse the Trustee upon its request for all reasonable expenses,
        disbursements and advances incurred or made by the Trustee in accordance
        with
        any provision of this Indenture (including the reasonable compensation and
        the
        expenses and disbursements of its agents and counsel), except any such expense,
        disbursement or advance as may be attributable to its negligence, bad faith
        or
        willful misconduct; and
  (iii)  to
        the
        fullest extent permitted by applicable law, to indemnify the Trustee (including
        in its individual capacity) and its Affiliates, and their officers, directors,
        shareholders, agents, representatives and employees for, and to hold them
        harmless against, any loss, damage, liability, tax (other than income, franchise
        or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty,
        expense or claim of any kind or nature whatsoever incurred without negligence,
        bad faith or willful misconduct on its part arising out of or in connection
        with
        the acceptance or administration of this trust or the performance of the
        Trustee’s duties 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.
  (b)  To
        secure
        the Company’s payment obligations in this Section 6.6, the Company hereby grants
        and pledges to the Trustee and the Trustee shall have a lien prior to the
        Securities on all money or property held or collected by the Trustee, other
        than
        money or property held in trust to pay principal and interest on particular
        Securities. Such lien shall survive the satisfaction and discharge of this
        Indenture or the resignation or removal of the Trustee.
  (c)  The
        obligations of the Company and the Guarantor under this Section
        6.6 shall
        survive the satisfaction and discharge of this Indenture and the earlier
        resignation or removal of the Trustee.
  (d)  In
        no
        event shall the 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.
  46
  (e)  In
        no
        event shall the 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
        Indenture.
  SECTION
        6.7. Resignation
        and Removal; Appointment of Successor.
  (a)  No
        resignation or removal of the Trustee and no appointment of a successor Trustee
        pursuant to this Article
        VI shall
        become effective until the acceptance of appointment by the successor Trustee
        under Section
        6.8 .
  (b)  The
        Trustee may resign at any time by giving written notice thereof to the
        Company.
  (c)  Unless
        an
        Event of Default shall have occurred and be continuing, the Trustee may be
        removed at any time by the Company by a Board Resolution. If an Event of
        Default
        shall have occurred and be continuing, the Trustee may be removed by Act
        of the
        Holders of a majority in aggregate principal amount of the Outstanding
        Securities, delivered to the Trustee and to the Company and to the
        Guarantor.
  (d)  If
        the
        Trustee shall resign, be removed or become incapable of acting, or if a vacancy
        shall occur in the office of Trustee for any reason, at a time when no Event
        of
        Default shall have occurred and be continuing, the Company, by a Board
        Resolution, shall promptly appoint a successor Trustee, and such successor
        Trustee and the retiring Trustee shall comply with the applicable requirements
        of Section
        6.8 .
        If the
        Trustee shall resign, be removed or become incapable of acting, or if a vacancy
        shall occur in the office of Trustee for any reason, at a time when an Event
        of
        Default shall have occurred and be continuing, the Holders, by Act of the
        Holders of a majority in aggregate principal amount of the Outstanding
        Securities, shall promptly appoint a successor Trustee, and such successor
        Trustee and the retiring Trustee shall comply with the applicable requirements
        of Section
        6.8 .
        If no
        successor Trustee shall have been so appointed by the Company or the Holders
        and
        accepted appointment within sixty (60) days after the giving of a notice
        of
        resignation by the Trustee or the removal of the Trustee in the manner required
        by Section
        6.8 ,
        any
        Holder who has been a bona fide Holder of a Security for at least six months
        may, on behalf of such Holder and all others similarly situated, and any
        resigning Trustee may, at the expense of the Company, petition any court
        of
        competent jurisdiction for the appointment of a successor Trustee.
  (e)  The
        Company shall give notice to all Holders in the manner provided in Section
        1.6 of each
        resignation and each removal of the Trustee and each appointment of a successor
        Trustee. Each notice shall include the name of the successor Trustee and
        the
        address of its Corporate Trust Office.
  47
  SECTION
        6.8. Acceptance
        of Appointment by Successor.
  (a)  In
        case
        of the appointment hereunder of a successor Trustee, each successor Trustee
        so
        appointed shall execute, acknowledge and deliver to the Company and to the
        retiring Trustee an instrument accepting such appointment, and thereupon
        the
        resignation or removal of the retiring Trustee shall become effective and
        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 the request of the Company or the successor Trustee, such retiring
        Trustee shall, upon payment of its charges, execute and deliver an instrument
        transferring to such successor Trustee all the rights, powers and trusts
        of the
        retiring Trustee and shall duly assign, transfer and deliver to such successor
        Trustee all property and money held by such retiring Trustee
        hereunder.
  (b)  Upon
        request of any such successor Trustee, the Company shall execute any and
        all
        instruments for more fully and certainly vesting in and confirming to such
        successor Trustee all rights, powers and trusts referred to in paragraph
        (a) of
        this Section
        6.8 .
  (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
        VI .
  SECTION
        6.9. Merger,
        Conversion, Consolidation or Succession to Business.
  Any
        Person into which the 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 the Trustee shall be a party, or any Person succeeding
        to
        all or substantially all of the corporate trust business of the Trustee,
        shall
        be the successor of the 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
        VI .
        In case
        any Securities shall have been authenticated, but not delivered, by the Trustee
        then in office, any successor by merger, conversion or consolidation or as
        otherwise provided above in this Section
        6.9 to such
        authenticating Trustee may adopt such authentication and deliver the Securities
        so authenticated, and in case any Securities shall not have been authenticated,
        any successor to the Trustee may authenticate such Securities either in the
        name
        of any predecessor Trustee or in the name of such successor Trustee, and
        in all
        cases the certificate of authentication shall have the full force which it
        is
        provided anywhere in the Securities or in this Indenture that the certificate
        of
        the Trustee shall have.
  SECTION
        6.10. Not
        Responsible for Recitals or Issuance of Securities.
  The
        recitals contained herein and in the Securities, except the Trustee’s
        certificates of authentication, shall be taken as the statements of the Company
        or the Guarantor, and neither the Trustee nor any Authenticating Agent assumes
        any responsibility for their correctness. The Trustee makes no representations
        as to the validity or sufficiency of this Indenture or of the Securities.
        Neither the Trustee nor any Authenticating Agent shall be accountable for
        the
        use or application by the Company of the Securities or the proceeds
        thereof.
  48
  SECTION
        6.11. Appointment
        of Authenticating Agent.
  (a)  The
        Trustee may appoint an Authenticating Agent or Agents with respect to the
        Securities, which shall be authorized to act on behalf of the Trustee to
        authenticate Securities issued upon original issue and upon exchange,
        registration of transfer or partial redemption thereof or pursuant to Section
        3.6 ,
        and
        Securities so authenticated shall be entitled to the benefits of this Indenture
        and shall be valid and obligatory for all purposes as if authenticated by
        the
        Trustee hereunder. Wherever reference is made in this Indenture to the
        authentication and delivery of Securities by the Trustee or the Trustee’s
        certificate of authentication, such reference shall be deemed to include
        authentication and delivery on behalf of the Trustee by an Authenticating
        Agent.
        Each Authenticating Agent shall be acceptable to the Company and shall at
        all
        times be a corporation organized and doing business under the laws of the
        United
        States of America, or of any State or Territory thereof or the District of
        Columbia, authorized under such laws to act as Authenticating Agent, having
        a
        combined capital and surplus of not less than $50,000,000 and subject to
        supervision or examination by Federal or state authority. If such Authenticating
        Agent publishes reports of condition at least annually pursuant to law or
        to the
        requirements of said supervising or examining authority, then for the purposes
        of this Section
        6.11 the
        combined capital and surplus of such Authenticating Agent 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 an Authenticating Agent shall cease
        to be
        eligible in accordance with the provisions of this Section
        6.11 ,
        such
        Authenticating Agent shall resign immediately in the manner and with the
        effect
        specified in this Section
        6.11 .
  (b)  Any
        Person into which an Authenticating Agent 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 Authenticating Agent shall be a
        party,
        or any Person succeeding to all or substantially all of the corporate trust
        business of an Authenticating Agent shall be the successor Authenticating
        Agent
        hereunder, provided such Person shall be otherwise eligible under this Section
        6.11 ,
        without
        the execution or filing of any paper or any further act on the part of the
        Trustee or the Authenticating Agent.
  (c)  An
        Authenticating Agent may resign at any time by giving written notice thereof
        to
        the Trustee and to the Company. The Trustee may at any time terminate the
        agency
        of an Authenticating Agent by giving written notice thereof to such
        Authenticating Agent and to the Company. Upon receiving such a notice of
        resignation or upon such a termination, or in case at any time such
        Authenticating Agent shall cease to be eligible in accordance with the
        provisions of this Section
        6.11 ,
        the
        Trustee may appoint a successor Authenticating Agent eligible under the
        provisions of this Section
        6.11 ,
        which
        shall be acceptable to the Company, and shall give notice of such appointment
        to
        all Holders. Any successor Authenticating Agent upon acceptance of its
        appointment hereunder shall become vested with all the rights, powers and
        duties
        of its predecessor hereunder, with like effect as if originally named as
        an
        Authenticating Agent.
  (d)  The
        Company or the Guarantor agrees to pay to each Authenticating Agent from
        time to
        time reasonable compensation for its services under this Section
        6.11 in such
        amounts as the Company and the Authenticating Agent shall agree from time
        to
        time.
  49
  (e)  If
        an
        appointment of an Authenticating Agent is made pursuant to this Section
        6.11 ,
        the
        Securities may have endorsed thereon an alternative certificate of
        authentication in the following form:
  This
        represents Securities designated therein and referred to in the within mentioned
        Indenture.
  Dated:
  WILMINGTON
                  TRUST COMPANY,
                  not in its individual capacity, but solely as Trustee
                
                
                *______________________________*
                *Authenticating
                  Agent*
                
                
                By:
                  *___________________________*
                *Authorized
                  Officer*
  
 ARTICLE
        VII
  Holders’
        Lists and Reports by Trustee and Company
  SECTION
        7.1. Company
        to Furnish Trustee Names and Addresses of Holders.
  The
        Company will furnish or cause to be furnished to the Trustee:
  (a)  semi-annually,
        on or before June 30 and December 31 of each year, a list, in such form as
        the
        Trustee may reasonably require, of the names and addresses of the Holders
        as of
        a date not more than fifteen (15) days prior to the delivery thereof,
        and
  (b)  at
        such
        other times as the Trustee may request in writing, within thirty (30) days
        after
        the receipt by the Company of any such request, a list of similar form and
        content as of a date not more than fifteen (15) days prior to the time such
        list
        is furnished, in each case to the extent such information is in the possession
        or control of the Company and has not otherwise been received by the Trustee
        in
        its capacity as Securities Registrar.
  SECTION
        7.2. Preservation
        of Information, Communications to Holders.
  (a)  The
        Trustee shall preserve, in as current a form as is reasonably practicable,
        the
        names and addresses of Holders contained in the most recent list furnished
        to
        the Trustee as provided in Section
        7.1 and the
        names and addresses of Holders received by the Trustee in its capacity as
        Securities Registrar. The Trustee may destroy any list furnished to it as
        provided in Section
        7.1 upon
        receipt of a new list so furnished.
  50
  (b)  The
        rights of Holders to communicate with other Holders with respect to their
        rights
        under this Indenture or under the Securities, and the corresponding rights
        and
        privileges of the Trustee, shall be as provided in the Trust Indenture
        Act.
  (c)  Every
        Holder of Securities, by receiving and holding the same, agrees with the
        Company
        and the Trustee that neither the Company nor the Trustee nor any agent of
        either
        of them shall be held accountable by reason of the disclosure of information
        as
        to the names and addresses of the Holders made pursuant to the Trust Indenture
        Act.
  SECTION
        7.3. Reports
        by Company and Trustee.
  (a)  The
        Company shall furnish to the Holders and to prospective purchasers of
        Securities, upon their request, the information required to be furnished
        pursuant to Rule 144A(d)(4) under the Securities Act.
  (b)  The
        Company shall furnish to (i) the Holders and to subsequent holders of Securities
        reasonably identified to the Company, (ii) the Purchaser, (iii) any beneficial
        owner of the Securities reasonably identified to the Company (which
        identification may be made either by such beneficial owner or the Purchaser)
        and
        (iv) any designee of (i), (ii) or (iii) above, a duly completed and executed
        certificate in the form attached hereto as Exhibit A, including the financial
        statements referenced in such Exhibit, which certificate and financial
        statements shall be so furnished by the Company not later than forty-five
        (45)
        days after the end of each of the first three fiscal quarters of each fiscal
        year of the Company and not later than ninety (90) days after the end of
        each
        fiscal year of the Company.
  (c)  If
        the
        Company intends to file its annual and quarterly information with the Commission
        in electronic form pursuant to Regulation S-T of the Commission using the
        EDGAR
        system, the Company shall notify the Trustee in the manner prescribed herein
        of
        each such annual and quarterly filing. The Trustee is hereby authorized and
        directed to access the EDGAR system for purposes of retrieving the financial
        information so filed. The Trustee shall have no duty to search for or obtain
        any
        electronic or other filings that the Company makes with the Commission,
        regardless of whether such filings are periodic, supplemental or otherwise.
        Delivery of reports, information and documents to the Trustee pursuant to
        this Section
        7.3(c) shall be
        solely for purposes of compliance with this Section
        7.3 and, if
        applicable, with Section 314(a) of the Trust Indenture Act, but shall not
        relieve the Company of the requirement to deliver the certificate referred
        to in Section
        7.3(b) .
        The
        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 contents thereof, including the Company’s compliance with any of its
        covenants hereunder, as to which the Trustee is entitled to rely upon Officer’s
        Certificates.
  (d)  The
        Trustee shall receive all reports, certificates and information, which it
        is
        entitled to receive under each of the Operative Documents (as defined in
        the
        Trust Agreement), and deliver to the Purchaser, or its designees, as identified
        in writing to the Trustee, all such reports, certificates or information
        promptly upon receipt thereof.
  51
  ARTICLE
        VIII
  Consolidation,
        Merger, Conveyance, Transfer or Lease
  SECTION
        8.1. Company
        and Guarantor May Consolidate, Etc., Only on Certain Terms.
  (a)  The
        Company shall not consolidate with or merge into any other Person or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        Person, and no Person shall consolidate with or merge into the Company or
        convey, transfer or lease its properties and assets substantially as an entirety
        to the Company, unless:
  (i)  if
        the
        Company shall consolidate with or merge into another Person or convey, transfer
        or lease its properties and assets substantially as an entirety to any Person,
        the entity formed by such consolidation or into which the Company is merged
        or
        the Person that acquires by conveyance or transfer, or that leases, the
        properties and assets of the Company substantially as an entirety shall be
        an
        entity organized and existing under the laws of the United States of America
        or
        any State or Territory thereof or the District of Columbia and shall expressly
        assume, by an indenture supplemental hereto, executed and delivered to the
        Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
        payment of the principal of and any premium and interest (including any
        Additional Interest) on all the Securities and the performance of every covenant
        of this Indenture on the part of the Company to be performed or
        observed;
  (ii)  immediately
        after giving effect to such transaction, no Event of Default, and no event
        that,
        after notice or lapse of time, or both, would constitute an Event of Default,
        shall have happened and be continuing; and
  (iii)  the
        Company has delivered to the Trustee an Officer’s Certificate and an Opinion of
        Counsel, each stating that such consolidation, merger, conveyance, transfer
        or
        lease and, if a supplemental indenture is required in connection with such
        transaction, any such supplemental indenture comply with this Article
        VIII and that
        all conditions precedent herein provided for relating to such transaction
        have
        been complied with; and the Trustee may rely upon such Officer’s Certificate and
        Opinion of Counsel as conclusive evidence that such transaction complies
        with
        this Section
        8.1 .
  (b)  The
        Guarantor shall not consolidate with or merge into any other Person or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        Person, and no Person shall consolidate with or merge into the Guarantor
        or
        convey, transfer or lease its properties and assets substantially as an entirety
        to the Guarantor, unless:
  (i)  if
        the
        Guarantor shall consolidate with or merge into another Person or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        Person, the entity formed by such consolidation or into which the Guarantor
        is
        merged or the Person that acquires by conveyance or transfer, or that leases,
        the properties and assets of the Guarantor substantially as an entirety shall
        be
        an entity organized and existing under the laws of the United States of America
        or any State or Territory thereof or the District of Columbia and shall
        expressly assume, by an indenture supplemental hereto, executed and delivered
        to
        the Trustee, in form reasonably satisfactory to the Trustee, the due and
        punctual payment of the principal of and any premium and interest (including
        any
        Additional Interest) on all the Securities and the performance of every covenant
        of this Indenture on the part of the Guarantor to be performed or
        observed;
  52
  (ii)  immediately
        after giving effect to such transaction, no Event of Default, and no event
        that,
        after notice or lapse of time, or both, would constitute an Event of Default,
        shall have happened and be continuing; and
  (iii)  the
        Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion
        of Counsel, each stating that such consolidation, merger, conveyance, transfer
        or lease and, if a supplemental indenture is required in connection with
        such
        transaction, any such supplemental indenture comply with this Article
        VIII and that
        all conditions precedent herein provided for relating to such transaction
        have
        been complied with; and the Trustee may rely upon such Officer’s Certificate and
        Opinion of Counsel as conclusive evidence that such transaction complies
        with
        this Section
        8.1 .
  SECTION
        8.2. Successor
        Company or Guarantor Substituted.
  (a)  Upon
        any
        consolidation or merger by the Company or the Guarantor with or into any
        other
        Person, or any conveyance, transfer or lease by the Company or Guarantor
        of its
        properties and assets substantially as an entirety to any Person in accordance
        with Section
        8.1 and the
        execution and delivery to the Trustee of the supplemental indenture described
        in Section
        8.1(a) ,
        the
        successor entity formed by such consolidation or into which the Company is
        merged or to which such conveyance, transfer or lease is made shall succeed
        to,
        and be substituted for, and may exercise every right and power of, the Company
        or the Guarantor under this Indenture with the same effect as if such successor
        Person had been named as the Company or the Guarantor herein; and in the
        event
        of any such conveyance or transfer, following the execution and delivery
        of such
        supplemental indenture, the Company or the Guarantor shall be discharged
        from
        all obligations and covenants under the Indenture and the
        Securities.
  (b)  Such
        successor Person to the Company may cause to be executed, and may issue either
        in its own name or in the name of the Company, any or all of the Securities
        issuable hereunder that theretofore shall not have been signed by the Company
        and delivered to the Trustee; and, upon the order of such successor Person
        instead of the Company and subject to all the terms, conditions and limitations
        in this Indenture prescribed, the Trustee shall authenticate and shall deliver
        any Securities that previously shall have been signed and delivered by the
        officers of the Company to the Trustee for authentication, and any Securities
        that such successor Person thereafter shall cause to be executed and delivered
        to the Trustee on its behalf. All the Securities so issued shall in all respects
        have the same legal rank and benefit under this Indenture as the Securities
        theretofore or thereafter issued in accordance with the terms of this
        Indenture.
  (c)  In
        case
        of any such consolidation, merger, sale, conveyance or lease, such changes
        in
        phraseology and form may be made in the Securities thereafter to be issued
        as
        may be appropriate to reflect such occurrence.
  53
  ARTICLE
        IX
  Supplemental
        Indentures
  SECTION
        9.1. Supplemental
        Indentures without Consent of Holders.
  Without
        the consent of any Holders, the Company and the Guarantor, when authorized
        by
        Board Resolutions, and the Trustee, at any time and from time to time, may
        enter
        into one or more indentures supplemental hereto, in form reasonably satisfactory
        to the Trustee, for any of the following purposes:
  (a)  to
        evidence the succession of another Person to the Company or the Guarantor,
        and
        the assumption by any such successor of the covenants of the Company or the
        Guarantor herein and in the Securities; or
  (b)  to
        cure
        any ambiguity, to 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
        Indenture, which shall not be inconsistent with the other provisions of this
        Indenture, *provided* ,
        that
        such action pursuant to this clause (b) shall not adversely affect in any
        material respect the interests of any Holders or the holders of the Preferred
        Securities; or
  (c)  to
        add to
        the covenants, restrictions or obligations of the Company or the Guarantor
        or to
        add to the Events of Default, *provided* ,
        that
        such action pursuant to this clause (c) shall not adversely affect in any
        material respect the interests of any Holders or the holders of the Preferred
        Securities; or
  (d)  to
        modify, eliminate or add to any provisions of the Indenture or the Securities
        to
        such extent as shall be necessary to ensure that the Securities are treated
        as
        indebtedness of the Company for United States Federal income tax purposes, *provided* ,
        that
        such action pursuant to this clause (d) shall not adversely affect in any
        material respect the interests of any Holders or the holders of the Preferred
        Securities; or
  (e)  to
        evidence and provide for the acceptance of appointment hereunder by a successor
        trustee, *provided* ,
        that
        such action pursuant to this clause (e) shall not adversely affect in any
        material respect the interests of any Holders or the holders of the Preferred
        Securities; or
  (f)  to
        comply
        with the rules and regulations of any securities exchange or automatic quotation
        system on which any of the Securities may be listed, traded or quoted, *provided* ,
        that
        such action pursuant to this clause (f) shall not adversely affect in any
        material respect the interests of any Holders or the holders of the Preferred
        Securities.
  SECTION
        9.2. Supplemental
        Indentures with Consent of Holders.
  (a)  With
        the
        consent of the Holders of not less than a majority in aggregate principal
        amount
        of the Outstanding Securities, by Act of said Holders delivered to the Company,
        the Guarantor and the Trustee, the Company and the Guarantor, when authorized
        by
        Board Resolutions, and the Trustee may enter into an indenture or indentures
        supplemental hereto for the purpose of adding any provisions to or changing
        in
        any manner or eliminating any of the provisions of this Indenture or of
        modifying in any manner the rights of the Holders of Securities under this
        Indenture; *provided* ,
        that no
        such supplemental indenture shall, without the consent of the Holder of each
        Outstanding Security,
  54
  (i)  change
        the Stated Maturity of the principal or any premium of any Security or change
        the date of payment of any installment of interest (including any Additional
        Interest) on any Security, or reduce the principal amount thereof or the
        rate of
        interest thereon or any premium payable upon the redemption thereof or change
        the place of payment where, or the coin or currency in which, any Security
        or
        interest thereon is payable, or restrict or impair the right to institute
        suit
        for the enforcement of any such payment on or after such date, or
  (ii)  reduce
        the percentage in aggregate principal amount of the Outstanding Securities,
        the
        consent of whose Holders is required for any such supplemental indenture,
        or the
        consent of whose Holders is required for any waiver of compliance with any
        provision of this Indenture or of defaults hereunder and their consequences
        provided for in this Indenture, or
  (iii)  modify
        any of the provisions of this Section
        9.2 , Section
        5.13 or Section
        10.7 ,
        except
        to increase any percentage in aggregate principal amount of the Outstanding
        Securities, the consent of whose Holders is required for any reason, or to
        provide that certain other provisions of this Indenture cannot be modified
        or
        waived without the consent of the Holder of each Security;
  *provided,
        further,* that, so
        long as any Preferred Securities remain outstanding, no amendment under this Section
        9.2 shall be
        effective until the holders of a majority in Liquidation Amount of the Trust
        Securities shall have consented to such amendment; *provided,
        further,* that if
        the consent of the Holder of each Outstanding Security is required for any
        amendment under this Indenture, such amendment shall not be effective until
        the
        holder of each Outstanding Trust Security shall have consented to such
        amendment.
  (b)  It
        shall
        not be necessary for any Act of Holders under this Section
        9.2 to
        approve the particular form of any proposed supplemental indenture, but it
        shall
        be sufficient if such Act shall approve the substance thereof.
  SECTION
        9.3. Execution
        of Supplemental Indentures.
  In
        executing or accepting the additional trusts created by any supplemental
        indenture permitted by this Article
        IX or the
        modifications thereby of the trusts created by this Indenture, the Trustee
        shall
        be entitled to receive, and shall be fully protected in conclusively relying
        upon, an Officer’s Certificate and an Opinion of Counsel stating that the
        execution of such supplemental indenture is authorized or permitted by this
        Indenture, and that all conditions precedent herein provided for relating
        to
        such action have been complied with. The Trustee may, but shall not be obligated
        to, enter into any such supplemental indenture that affects the Trustee’s own
        rights, duties, indemnities or immunities under this Indenture or otherwise.
        Copies of the final form of each supplemental indenture shall be delivered
        by
        the Trustee at the expense of the Company to each Holder, and, if the Trustee
        is
        the Property Trustee, to each holder of Preferred Securities, promptly after
        the
        execution thereof.
  55
  SECTION
        9.4. Effect
        of
        Supplemental Indentures.
  Upon
        the
        execution of any supplemental indenture under this Article
        IX ,
        this
        Indenture shall be modified in accordance therewith, and such supplemental
        indenture shall form a part of this Indenture for all purposes; and every
        Holder
        of Securities theretofore or thereafter authenticated and delivered hereunder
        shall be bound thereby.
  SECTION
        9.5. Reference
        in Securities to Supplemental Indentures.
  Securities
        authenticated and delivered after the execution of any supplemental indenture
        pursuant to this Article
        IXmay, and
        shall if required by the Company, bear a notation in form approved by the
        Company as to any matter provided for in such supplemental indenture. If
        the
        Company shall so determine, new Securities so modified as to conform, in
        the
        opinion of the Company, to any such supplemental indenture may be prepared
        and
        executed by the Company and the Guarantor and authenticated and delivered
        by the
        Trustee in exchange for Outstanding Securities.
  ARTICLE
        X
  Covenants
  SECTION
        10.1. Payment
        of Principal, Premium and Interest.
  The
        Company covenants and agrees for the benefit of the Holders of the Securities
        that it will duly and punctually pay the principal of and any premium and
        interest (including any Additional Interest) on the Securities in accordance
        with the terms of the Securities and this Indenture.
  SECTION
        10.2. Money
        for
        Security Payments to be Held in Trust.
  (a)  If
        the
        Company shall at any time act as its own Paying Agent with respect to the
        Securities, it will, on or before each due date of the principal of and any
        premium or interest (including any Additional Interest) on the Securities,
        segregate and hold in trust for the benefit of the Persons entitled thereto
        a
        sum sufficient to pay the principal and any premium or interest (including
        Additional Interest) so becoming due until such sums shall be paid to such
        Persons or otherwise disposed of as herein provided, and will promptly notify
        the Trustee in writing of its failure so to act.
  (b)  Whenever
        the Company shall have one or more Paying Agents, it will, prior to 10:00
        a.m.,
        New York City time, on each due date of the principal of or any premium or
        interest (including any Additional Interest) on any Securities, deposit with
        a
        Paying Agent a sum sufficient to pay such amount, such sum to be held as
        provided in the Trust Indenture Act and (unless such Paying Agent is the
        Trustee) the Company will promptly notify the Trustee of its failure so to
        act.
  56
  (c)  The
        Company will cause each Paying Agent for the Securities other than the Trustee
        to execute and deliver to the Trustee an instrument in which such Paying
        Agent
        shall agree with the Trustee, subject to the provisions of this Section
        10.2 ,
        that
        such Paying Agent will (i) comply with the provisions of this Indenture and
        the
        Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
        continuance of any default by the Company (or any other obligor upon the
        Securities) in the making of any payment in respect of the Securities, upon
        the
        written request of the Trustee, forthwith pay to the Trustee all sums held
        in
        trust by such Paying Agent for payment in respect of the
        Securities.
  (d)  The
        Company may at any time, for the purpose of obtaining the satisfaction and
        discharge of this Indenture or for any other purpose, pay, or by Company
        Order
        direct any Paying Agent to pay, to the Trustee all sums held in trust by
        the
        Company or such Paying Agent, such sums to be held by the Trustee upon the
        same
        terms as those upon which such sums were held by the Company or such Paying
        Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
        Agent shall be released from all further liability with respect to such
        money.
  (e)  Any
        money
        deposited with the Trustee or any Paying Agent, or then held by the Company
        in
        trust for the payment of the principal of and any premium or interest (including
        any Additional Interest) on any Security and remaining unclaimed for two
        years
        after such principal and any premium or interest has become due and payable
        shall (unless otherwise required by mandatory provision of applicable escheat
        or
        abandoned or unclaimed property law) be paid on Company Request to the Company,
        or (if then held by the Company) shall (unless otherwise required by mandatory
        provision of applicable escheat or abandoned or unclaimed property law) be
        discharged from such trust; and the Holder of such Security shall thereafter,
        as
        an unsecured general creditor, look only to the Company for payment thereof,
        and
        all liability of the Trustee or such Paying Agent with respect to such trust
        money, and all liability of the Company as trustee thereof, shall thereupon
        cease; *provided* ,
        that
        the Trustee or such Paying Agent, before being required to make any such
        repayment, may at the expense of the Company cause to be published once,
        in a
        newspaper published in the English language, customarily published on each
        Business Day and of general circulation in the Borough of Manhattan, The
        City of
        New York, notice that such money remains unclaimed and that, after a date
        specified therein, which shall not be less than thirty (30) days from the
        date
        of such publication, any unclaimed balance of such money then remaining will
        be
        repaid to the Company.
  SECTION
        10.3. Statement
        as to Compliance.
  The
        Company shall deliver to the Trustee, within one hundred and twenty (120)
        days
        after the end of each fiscal year of the Company ending after the date hereof,
        an Officer’s Certificate (substantially in the form attached hereto as Exhibit
        B )
        covering the preceding fiscal year, stating whether or not to the knowledge
        of
        the signers thereof the Company is in default in the performance or observance
        of any of the terms, provisions and conditions of this Indenture (without
        regard
        to any period of grace or requirement of notice provided hereunder), and
        if the
        Company shall be in default, specifying all such defaults and the nature
        and
        status thereof of which they may have knowledge.
  57
  SECTION
        10.4. Calculation
        Agent.
  (a)  The
        Company hereby agrees that for so long as any of the Securities remain
        Outstanding, there will at all times be an agent appointed to calculate LIBOR
        in
        respect of each Interest Payment Date in accordance with the terms of Schedule
        A (the
“ *Calculation
        Agent* ”).
        The
        Company has initially appointed the Property Trustee as Calculation Agent
        for
        purposes of determining LIBOR for each Interest Payment Date. The Calculation
        Agent may be removed by the Company at any time. Except as described in the
        immediately preceding sentence, so long as the Property Trustee holds any
        of the
        Securities, the Calculation Agent shall be the Property Trustee. If the
        Calculation Agent is unable or unwilling to act as such or is removed by
        the
        Company, the Company will promptly appoint as a replacement Calculation Agent
        the London office of a leading bank which is engaged in transactions in
        Eurodollar deposits in the international Eurodollar market and which does
        not
        control or is not controlled by or under common control with the Company
        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 (as defined in Schedule
        A ),
        but in
        no event later than 11:00 a.m. (London time) on the Business Day immediately
        following each LIBOR Determination Date, the Calculation Agent will calculate
        the interest rate and dollar amount (rounded to the nearest cent, with half
        a
        cent being rounded upwards) for the related Interest Payment Date, and will
        communicate such rate and amount to the Company, the Trustee, each Paying
        Agent
        and the Depositary. The Calculation Agent will also specify to the Company
        the
        quotations upon which the foregoing rates and amounts are based and, in any
        event, the Calculation Agent shall notify the Company 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 Interest Payment
        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 Securities,
        “Business Day” shall be defined as any day on which dealings in deposits in
        Dollars are transacted in the London interbank market.
  SECTION
        10.5. Additional
        Tax Sums.
  So
        long
        as no Event of Default has occurred and is continuing, if (a) the Trust is
        the
        Holder of all of the Outstanding Securities and (b) a Tax Event described
        in
        clause (i) or (iii) in the definition of Tax Event in Section
        1.1 hereof
        has occurred and is continuing, the Company shall pay to the Trust (and its
        permitted successors or assigns under the related Trust Agreement) for so
        long
        as the Trust (or its permitted successor or assignee) is the registered holder
        of the Outstanding Securities, such amounts as may be necessary in order
        that
        the amount of Distributions (including any Additional Interest Amount (as
        defined in the Trust Agreement)) then due and payable by the Trust on the
        Preferred Securities and Common Securities that at any time remain outstanding
        in accordance with the terms thereof shall not be reduced as a result of
        any
        Additional Taxes arising from such Tax Event (additional such amounts payable
        by
        the Company to the Trust, the “ *Additional
        Tax Sums* ”).
        Whenever in this Indenture or the Securities there is a reference in any
        context
        to the payment of principal of or interest on the Securities, such mention
        shall
        be deemed to include mention of the payments of the Additional Tax Sums provided
        for in this Section
        10.5 to the
        extent that, in such context, Additional Tax Sums are, were or would be payable
        in respect thereof pursuant to the provisions of this Section
        10.5 and
        express mention of the payment of Additional Tax Sums (if applicable) in
        any
        provisions hereof shall not be construed as excluding Additional Tax Sums
        in
        those provisions hereof where such express mention is not made.
  58
  SECTION
        10.6. Additional
        Covenants.
  (a)  The
        Company and Guarantor covenant and agree with each Holder of Securities that
        if
        an Event of Default shall have occurred and be continuing, it shall not (i)
        declare or pay any dividends or distributions on, or redeem, purchase, acquire
        or make a liquidation payment with respect to, any shares of the Company’s or
        the Guarantor’s Equity Interests, (ii) vote in favor of or permit or otherwise
        allow any of its respective Subsidiaries 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, other than dividends or distributions on Equity Interests
        payable to the Guarantor, the Company or any Subsidiary thereof (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 on or repay, repurchase or redeem any debt securities
        of the
        Company or Guarantor that rank *pari
        passu* in
        all
        respects with or junior in interest to the Securities (other than (A)
        repurchases, redemptions or other acquisitions of shares of Equity Interests
        of
        the Company or Guarantor in connection with any employment contract, benefit
        plan or other similar arrangement with or for the benefit of any one or more
        employees, officers, directors or consultants, in connection with a dividend
        reinvestment or stockholder stock purchase plan or in connection with the
        issuance of Equity Interests of the Company or Guarantor (or securities
        convertible into or exercisable for such Equity Interests) as consideration
        in
        an acquisition transaction entered into prior to the applicable Event of
        Default, (B) as a result of an exchange or conversion of any class or series
        of
        the Company’s or the Guarantor’s Equity Interests (or any Equity Interests of a
        Subsidiary of the Company or Guarantor) for any class or series of the Company’s
        or the Guarantor’s Equity Interests or of any class or series of the Company’s
        or the Guarantor’s indebtedness for any class or series of the Company’s or the
        Guarantor’s Equity Interests, (C) the purchase of fractional interests in shares
        of the Company’s or the Guarantor’s Equity Interests pursuant to the conversion
        or exchange provisions of such Equity Interests or the security being converted
        or exchanged, (D) any declaration of a dividend in connection with any Rights
        Plan, the issuance of rights, stock or other property under any Rights Plan
        or
        the redemption or repurchase of rights pursuant thereto, or (E) any dividend
        in
        the form of Equity Interests, warrants, options or other rights where the
        dividend Equity Interest or the Equity Interest issuable upon exercise of
        such
        warrants, options or other rights is the same stock as that on which the
        dividend is being paid or rank *pari
        passu* with
        or
        junior to such Equity Interests).
  59
  (b)  The
        Company also covenants with each Holder of Securities (i) to hold, directly
        or
        indirectly, one hundred percent (100%) of the Common Securities of the Trust, *provided* ,
        that
        any permitted successor of the Company hereunder may succeed to the Company’s
        ownership of such Common Securities, (ii) as holder of such Common Securities,
        not to voluntarily dissolve, wind-up or liquidate the Trust other than (A)
        in
        connection with a distribution of the Securities to the holders of the Preferred
        Securities in liquidation of the Trust or (B) in connection with certain
        mergers, consolidations or amalgamations permitted by the Trust Agreement
        and
        (iii) to use its reasonable commercial efforts, consistent with the terms
        and
        provisions of the Trust Agreement, to cause the Trust to continue to be taxable
        as a grantor trust and not as a corporation for United States Federal income
        tax
        purposes.
  (c)  The
        Guarantor agrees that the Guarantor will use its commercially reasonable
        efforts
        to meet the requirements to qualify as a REIT under Sections 856 through
        860 of
        the Code, effective for the taxable year ending December 31, 2005 and unless
        and
        until the Board of Directors of the Guarantor determines that it is in the
        best
        interests of the Guarantor not to be organized as a REIT, the Guarantor will
        be
        organized in conformity with the requirements for qualification as a REIT
        under
        the Code.
  (d)  The
        Surviving Entity shall notify in writing the Trustee and each holder of
        Securities of the occurrence of a Change of Control Event not more than twenty
        (20) Business Days following the occurrence thereof.
  SECTION
        10.7. Waiver
        of
        Covenants.
  The
        Company may omit in any particular instance to comply with any covenant or
        condition contained in Section
        10.6 if,
        before or after the time for such compliance, the Holders of at least a majority
        in aggregate principal amount of the Outstanding Securities shall, by Act
        of
        such Holders, and at least a majority of the aggregate Liquidation Amount
        of the
        Preferred Securities then outstanding, by consent of such holders, either
        waive
        such compliance in such instance or generally waive compliance with such
        covenant or condition, but no such waiver shall extend to or affect such
        covenant or condition except to the extent so expressly waived, and, until
        such
        waiver shall become effective, the obligations of the Company in respect
        of any
        such covenant or condition shall remain in full force and effect.
  SECTION
        10.8. Treatment
        of Securities.
  The
        Company will treat the Securities as indebtedness, and the amounts, other
        than
        payments of principal, payable in respect of the principal amount of such
        Securities as interest, for all U.S. federal income tax purposes. All payments
        in respect of the Securities will be made free and clear of U.S. withholding
        tax
        to any beneficial owner thereof that has provided an Internal Revenue Service
        Form W-9 or W-8BEN (or any substitute or successor form) establishing its
        U.S.
        or non-U.S. status for U.S. federal income tax purposes and establishing
        that no
        withholding is required for U.S. federal income tax purposes, or any other
        applicable form establishing an exemption from U.S. withholding
        tax.
  60
  ARTICLE
        XI
  Redemption
        of Securities
  SECTION
        11.1. Optional
        Redemption.
  The
        Company may, at its option, on any Interest Payment Date, on or after the
        earlier to occur of (i) a Change of Control Event or (ii) December 30, 2011,
        redeem the Securities in whole at any time or in part from time to time,
        at a
        Redemption Price equal to one hundred percent (100%) of the principal amount
        thereof (or of 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.
  SECTION
        11.2. Special
        Event Redemption.
  Upon
        the
        occurrence and during the continuation of a Special Event, the Company may,
        at
        its option, redeem the Securities, in whole but not in part, at a redemption
        price equal to one hundred three percent (103%) of the principal amount thereof,
        together, in the case of any such redemption, with accrued interest, including
        any Additional Interest, to but excluding the date fixed for redemption (the
        “Special Event Redemption Price”) .
  SECTION
        11.3. Election
        to Redeem; Notice to Trustee.
  The
        election of the Company to redeem any Securities, in whole or in part, shall
        be
        evidenced by or pursuant to a Board Resolution. In case of any redemption
        at the
        election of the Company, the Company shall, not less than thirty (30) days
        and
        not more than sixty (60) days prior to the Redemption Date (unless a shorter
        notice shall be satisfactory to the Trustee), notify the Trustee and the
        Property Trustee under the Trust Agreement in writing of such date and of
        the
        principal amount of the Securities to be redeemed and provide the additional
        information required to be included in the notice or notices contemplated
        by Section
        11.5 .
        In the
        case of any redemption of Securities, in whole or in part, (a) prior to the
        expiration of any restriction on such redemption provided in this Indenture
        or
        the Securities or (b) pursuant to an election of the Company which is subject
        to
        a condition specified in this Indenture or the Securities, the Company shall
        furnish the Trustee with an Officer’s Certificate and an Opinion of Counsel
        evidencing compliance with such restriction or condition.
  SECTION
        11.4. Selection
        of Securities to be Redeemed.
  (a)  If
        less
        than all the Securities are to be redeemed, the particular Securities to
        be
        redeemed shall be selected and redeemed on a pro rata basis not more than
        sixty
        (60) days prior to the Redemption Date by the Trustee from the Outstanding
        Securities not previously called for redemption, *provided* ,
        that
        the unredeemed portion of the principal amount of any Security shall be in
        an
        authorized denomination (which shall not be less than the minimum authorized
        denomination) for such Security.
  61
  (b)  The
        Trustee shall promptly notify the Company in writing of the Securities selected
        for redemption and, in the case of any Securities selected for partial
        redemption, the principal amount thereof to be redeemed. For all purposes
        of
        this Indenture, unless the context otherwise requires, all provisions relating
        to the redemption of Securities shall relate, in the case of any Security
        redeemed or to be redeemed only in part, to the portion of the principal
        amount
        of such Security that has been or is to be redeemed.
  (c)  The
        provisions of paragraphs (a) and (b) of this Section
        11.4 shall
        not apply with respect to any redemption affecting only a single Security,
        whether such Security is to be redeemed in whole or in part. In the case
        of any
        such redemption in part, the unredeemed portion of the principal amount of
        the
        Security shall be in an authorized denomination (which shall not be less
        than
        the minimum authorized denomination) for such Security.
  SECTION
        11.5. Notice
        of
        Redemption.
  (a)  Notice
        of
        redemption shall be given not later than the thirtieth (30th) day, and not
        earlier than the sixtieth (60th) day, prior to the Redemption Date to each
        Holder of Securities to be redeemed, in whole or in part (unless a shorter
        notice shall be satisfactory to the Property Trustee under the related Trust
        Agreement).
  (b)  With
        respect to Securities to be redeemed, in whole or in part, each notice 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,
        as
        calculated by the Company, together with a statement that it is an estimate
        and
        that the actual Redemption Price will be calculated on the fifth Business
        Day
        prior to the Redemption Date (and if an estimate is provided, a further notice
        shall be sent of the actual Redemption Price on the date that such Redemption
        Price is calculated);
  (iii)  if
        less
        than all Outstanding Securities are to be redeemed, the identification (and,
        in
        the case of partial redemption, the respective principal amounts) of the
        particular Securities to be redeemed;
  (iv)  that
        on
        the Redemption Date, the Redemption Price will become due and payable upon
        each
        such Security or portion thereof, and that any interest (including any
        Additional Interest) on such Security or such portion, as the case may be,
        shall
        cease to accrue on and after said date; and
  (v)  the
        place
        or places where such Securities are to be surrendered for payment of the
        Redemption Price.
  (c)  Notice
        of
        redemption of Securities to be redeemed, in whole or in part, at the election
        of
        the Company shall be given by the Company or, at the Company’s request, by the
        Trustee in the name and at the expense of the Company and shall be irrevocable.
        The notice if mailed in the manner provided above shall be conclusively presumed
        to have been duly given, whether or not the Holder receives such notice.
        In any
        case, a failure to give such notice by mail or any defect in the notice to
        the
        Holder of any Security designated for redemption as a whole or in part shall
        not
        affect the validity of the proceedings for the redemption of any other
        Security.
  62
  SECTION
        11.6. Deposit
        of Redemption Price.
  Prior
        to
        10:00 a.m., New York City time, on the Redemption Date specified in the notice
        of redemption given as provided in Section
        11.5 ,
        the
        Company will deposit with the Trustee or with one or more Paying Agents (or
        if
        the Company is acting as its own Paying Agent, the Company will segregate
        and
        hold in trust as provided in Section
        10.2 )
        an
        amount of money sufficient to pay the Redemption Price of, and any accrued
        interest (including any Additional Interest) on, all the Securities (or portions
        thereof) that are to be redeemed on that date.
  SECTION
        11.7. Payment
        of Securities Called for Redemption.
  (a)  If
        any
        notice of redemption has been given as provided in Section
        11.5 ,
        the
        Securities or portion of Securities with respect to which such notice has
        been
        given shall become due and payable on the date and at the place or places
        stated
        in such notice at the applicable Redemption Price, together with accrued
        interest (including any Additional Interest) to the Redemption Date. On
        presentation and surrender of such Securities at a Place of Payment specified
        in
        such notice, the Securities or the specified portions thereof shall be paid
        and
        redeemed by the Company at the applicable Redemption Price, together with
        accrued interest (including any Additional Interest) to the Redemption
        Date.
  (b)  Upon
        presentation of any Security redeemed in part only, the Company shall execute
        and upon receipt thereof the Trustee shall authenticate and deliver to the
        Holder thereof, at the expense of the Company, a new Security or Securities,
        of
        authorized denominations, in aggregate principal amount equal to the unredeemed
        portion of the Security so presented and having the same Original Issue Date,
        Stated Maturity and terms.
  (c)  If
        any
        Security called for redemption shall not be so paid upon surrender thereof
        for
        redemption, the principal of and any premium on such Security shall, until
        paid,
        bear interest from the Redemption Date at the rate prescribed therefor in
        the
        Security.
  ARTICLE
        XII
  Subordination
        of Securities
  SECTION
        12.1. Securities
        Subordinate to Senior Debt of the Company.
  The
        Company covenants and agrees, and each Holder of a Security, by its acceptance
        thereof, likewise covenants and agrees, that, to the extent and in the manner
        hereinafter set forth in this Article
        XII ,
        the
        payment of the principal of and any premium and interest (including any
        Additional Interest) on each and all of the Securities are hereby expressly
        made
        subordinate and subject in right of payment to the prior payment in full
        of all
        Senior Debt of the Company. Notwithstanding anything herein to the contrary,
        the
        Securities shall be senior to the trade debt of the Company incurred in the
        ordinary course of business.
  63
  SECTION
        12.2. No
        Payment When Senior Debt of the Company in Default; Payment Over of Proceeds
        Upon Dissolution, Etc.
  (a)  In
        the
        event and during the continuation of any default by the Company in the payment
        of any principal of or any premium or interest on any Senior Debt of the
        Company
        (following any grace period, if applicable) when the same becomes due and
        payable, whether at maturity or at a date fixed for prepayment or by declaration
        of acceleration or otherwise, then, upon written notice of such default to
        the
        Company by the holders of such Senior Debt of the Company or any trustee
        therefor, unless and until such default shall have been cured or waived or
        shall
        have ceased to exist, no direct or indirect payment (in cash, property,
        securities, by set-off or otherwise) shall be made or agreed to be made on
        account of the principal of or any premium or interest (including any Additional
        Interest) on any of the Securities, or in respect of any redemption, repayment,
        retirement, purchase or other acquisition of any of the Securities.
  (b)  In
        the
        event of a bankruptcy, insolvency or other proceeding described in clause
        (d) or
        (e) of the definition of Event of Default (each such event, if any, herein
        sometimes referred to as a “ *Proceeding* ”),
        all
        Senior Debt of the Company (including any interest thereon accruing after
        the
        commencement of any such proceedings) shall first be paid in full before
        any
        payment or distribution, whether in cash, securities or other property, shall
        be
        made to any Holder of any of the Securities on account thereof. Any payment
        or
        distribution, whether in cash, securities or other property (other than
        securities of the Company or any other entity provided for by a plan of
        reorganization or readjustment the payment of which is subordinate, at least
        to
        the extent provided in these subordination provisions with respect to the
        indebtedness evidenced by the Securities, to the payment of all Senior Debt
        of
        the Company at the time outstanding and to any securities issued in respect
        thereof under any such plan of reorganization or readjustment), which would
        otherwise (but for these subordination provisions) be payable or deliverable
        in
        respect of the Securities shall be paid or delivered directly to the holders
        of
        Senior Debt of the Company in accordance with the priorities then existing
        among
        such holders until all Senior Debt of the Company (including any interest
        thereon accruing after the commencement of any Proceeding) shall have been
        paid
        in full.
  (c)  In
        the
        event of any Proceeding, after payment in full of all sums owing with respect
        to
        Senior Debt of the Company, the Holders of the Securities, together with
        the
        holders of any obligations of the Company ranking on a parity with the
        Securities, shall be entitled to be paid from the remaining assets of the
        Company the amounts at the time due and owing on account of unpaid principal
        of
        and premium, if any, and interest (including any Additional Interest) on
        the
        Securities and such other obligations before any payment or other distribution,
        whether in cash, property or otherwise, shall be made on account of any Equity
        Interests or any obligations of the Company ranking junior to the Securities
        and
        such other obligations. If, notwithstanding the foregoing, any payment or
        distribution of any character or any security, whether in cash, securities
        or
        other property (other than securities of the Company or any other entity
        provided for by a plan of reorganization or readjustment the payment of which
        is
        subordinate, at least to the extent provided in these subordination provisions
        with respect to the indebtedness evidenced by the Securities, to the payment
        of
        all Senior Debt of the Company at the time outstanding and to any securities
        issued in respect thereof under any such plan of reorganization or readjustment)
        shall be received by the Trustee or any Holder in contravention of any of
        the
        terms hereof and before all Senior Debt of the Company shall have been paid
        in
        full, such payment or distribution or security shall be received in trust
        for
        the benefit of, and shall be paid over or delivered and transferred to, the
        holders of the Senior Debt of the Company at the time outstanding in accordance
        with the priorities then existing among such holders for application to the
        payment of all Senior Debt of the Company remaining unpaid, to the extent
        necessary to pay all such Senior Debt of the Company (including any interest
        thereon accruing after the commencement of any Proceeding) in full. In the
        event
        of the failure of the Trustee or any Holder to endorse or assign any such
        payment, distribution or security, each holder of Senior Debt of the Company
        is
        hereby irrevocably authorized to endorse or assign the same.
  64
  (d)  The
        Trustee and the Holders, at the expense of the Company, shall take such
        reasonable action (including the delivery of this Indenture to an agent for
        any
        holders of Senior Debt of the Company or consent to the filing of a financing
        statement with respect hereto) as may, in the opinion of counsel designated
        by
        the holders of a majority in principal amount of the Senior Debt of the Company
        at the time outstanding, be necessary or appropriate to assure the effectiveness
        of the subordination effected by these provisions.
  (e)  The
        provisions of this Section
        12.2 shall
        not impair any rights, interests, remedies or powers of any secured creditor
        of
        the Company in respect of any security interest the creation of which is
        not
        prohibited by the provisions of this Indenture.
  (f)  The
        securing of any obligations of the Company, otherwise ranking on a parity
        with
        the Securities or ranking junior to the Securities, shall not be deemed to
        prevent such obligations from constituting, respectively, obligations ranking
        on
        a parity with the Securities or ranking junior to the Securities.
  SECTION
        12.3. Payment
        Permitted If No Default.
  Nothing
        contained in this Article
        XII or
        elsewhere in this Indenture or in any of the Securities shall prevent (a)
        the
        Company, at any time, except during the pendency of the conditions described
        in
        paragraph (a) of Section
        12.2 or of
        any Proceeding referred to in Section 12.2 ,
        from
        making payments at any time of principal of and any premium or interest
        (including any Additional Interest) on the Securities or (b) the application
        by
        the Trustee of any moneys deposited with it hereunder to the payment of or
        on
        account of the principal of and any premium or interest (including any
        Additional Interest) on the Securities or the retention of such payment by
        the
        Holders, if, at the time of such application by the Trustee, it did not have
        knowledge (in accordance with Section
        12.8 )
        that
        such payment would have been prohibited by the provisions of this Article
        XII ,
        except
        as provided in Section
        12.8 .
  SECTION
        12.4. Subrogation
        to Rights of Holders of Senior Debt of the Company.
  Subject
        to the payment in full of all amounts due or to become due on all Senior
        Debt of
        the Company, or the provision for such payment in cash or cash equivalents
        or
        otherwise in a manner satisfactory to the holders of Senior Debt of the Company,
        the Holders of the Securities shall be subrogated to the extent of the payments
        or distributions made to the holders of such Senior Debt of the Company pursuant
        to the provisions of this Article
        XII (equally
        and ratably with the holders of all indebtedness of the Company that by its
        express terms is subordinated to Senior Debt of the Company to substantially
        the
        same extent as the Securities are subordinated to the Senior Debt of the
        Company
        and is entitled to like rights of subrogation by reason of any payments or
        distributions made to holders of such Senior Debt of the Company) to the
        rights
        of the holders of such Senior Debt of the Company to receive payments and
        distributions of cash, property and securities applicable to the Senior Debt
        of
        the Company until the principal of and any premium and interest (including
        any
        Additional Interest) on the Securities shall be paid in full. For purposes
        of
        such subrogation, no payments or distributions to the holders of the Senior
        Debt
        of the Company of any cash, property or securities to which the Holders of
        the
        Securities or the Trustee would be entitled except for the provisions of
        this Article
        XII ,
        and no
        payments made pursuant to the provisions of this Article
        XII to the
        holders of Senior Debt of the Company by Holders of the Securities or the
        Trustee, shall, as among the Company, its creditors other than holders of
        Senior
        Debt of the Company, and the Holders of the Securities, be deemed to be a
        payment or distribution by the Company to or on account of the Senior Debt
        of
        the Company.
  65
  SECTION
        12.5. Provisions
        Solely to Define Relative Rights.
  The
        provisions of this Article
        XII are and
        are intended solely for the purpose of defining the relative rights of the
        Holders of the Securities on the one hand and the holders of Senior Debt
        of the
        Company on the other hand. Nothing contained in this Article
        XII or
        elsewhere in this Indenture or in the Securities is intended to or shall
        (a)
        impair, as between the Company and the Holders of the Securities, the
        obligations of the Company, which are absolute and unconditional, to pay
        to the
        Holders of the Securities the principal of and any premium and interest
        (including any Additional Interest) on the Securities as and when the same
        shall
        become due and payable in accordance with their terms, (b) affect the relative
        rights against the Company of the Holders of the Securities and creditors
        of the
        Company other than their rights in relation to the holders of Senior Debt
        of the
        Company or (c) prevent the Trustee or the Holder of any Security (or to the
        extent expressly provided herein, the holder of any Preferred Security) from
        exercising all remedies otherwise permitted by applicable law upon default
        under
        this Indenture, including filing and voting claims in any Proceeding, subject
        to
        the rights, if any, under this Article
        XII of the
        holders of Senior Debt of the Company to receive cash, property and securities
        otherwise payable or deliverable to the Trustee or such Holder.
  SECTION
        12.6. Trustee
        to Effectuate Subordination.
  Each
        Holder of a Security by his or her acceptance thereof authorizes and directs
        the
        Trustee on his or her behalf to take such action as may be necessary or
        appropriate to acknowledge or effectuate the subordination provided in this Article
        XII and
        appoints the Trustee his or her attorney-in-fact for any and all such
        purposes.
  66
  SECTION
        12.7. No
        Waiver
        of Subordination Provisions.
  (a)  No
        right
        of any present or future holder of any Senior Debt of the Company to enforce
        subordination as herein provided shall at any time in any way be prejudiced
        or
        impaired by any act or failure to act on the part of the Company or by any
        act
        or failure to act, in good faith, by any such holder, or by any noncompliance
        by
        the Company with the terms, provisions and covenants of this Indenture,
        regardless of any knowledge thereof that any such holder may have or be
        otherwise charged with.
  (b)  Without
        in any way limiting the generality of paragraph (a) of this Section
        12.7 ,
        the
        holders of Senior Debt of the Company may, at any time and from to time,
        without
        the consent of or notice to the Trustee or the Holders of the Securities,
        without incurring responsibility to such Holders of the Securities and without
        impairing or releasing the subordination provided in this Article
        XII or the
        obligations hereunder of such Holders of the Securities to the holders of
        Senior
        Debt of the Company, do any one or more of the following: (i) change the
        manner,
        place or terms of payment or extend the time of payment of, or renew or alter,
        Senior Debt of the Company, or otherwise amend or supplement in any manner
        Senior Debt of the Company or any instrument evidencing the same or any
        agreement under which Senior Debt of the Company is outstanding, (ii) sell,
        exchange, release or otherwise deal with any property pledged, mortgaged
        or
        otherwise securing Senior Debt of the Company, (iii) release any Person liable
        in any manner for the payment of Senior Debt of the Company and (iv) exercise or
        refrain from exercising any rights against the Company and any other
        Person.
  SECTION
        12.8. Notice
        to
        Trustee.
  (a)  The
        Company shall give prompt written notice to a Responsible Officer of the
        Trustee
        of any fact known to the Company that would prohibit the making of any payment
        to or by the Trustee in respect of the Securities. Notwithstanding the
        provisions of this Article
        XII or any
        other provision of this Indenture, the Trustee shall not be charged with
        knowledge of the existence of any facts that would prohibit the making of
        any
        payment to or by the Trustee in respect of the Securities, unless and until
        a
        Responsible Officer of the Trustee shall have received written notice thereof
        from the Company or a holder of Senior Debt of the Company or from any trustee,
        agent or representative therefor; *provided* ,
        that if
        the Trustee shall not have received the notice provided for in this Section
        12.8 at least
        two Business Days prior to the date upon which by the terms hereof any monies
        may become payable for any purpose (including, the payment of the principal
        of
        and any premium on or interest (including any Additional Interest) on any
        Security), then, anything herein contained to the contrary notwithstanding,
        the
        Trustee shall have full power and authority to receive such monies and to
        apply
        the same to the purpose for which they were received and shall not be affected
        by any notice to the contrary that may be received by it within two Business
        Days prior to such date.
  (b)  The
        Trustee shall be entitled to rely on the delivery to it of a written notice
        by a
        Person representing himself or herself to be a holder of Senior Debt of the
        Company (or a trustee, agent, representative or attorney-in-fact therefor)
        to
        establish that such notice has been given by a holder of Senior Debt of the
        Company (or a trustee, agent, representative or attorney-in-fact therefor).
        With
        respect to any Senior Debt that is a syndicated loan, all rights of the holders
        of such Senior Debt (including, without limitation, the rights to give and
        receive notices) may be taken or exercised on behalf of the holders of such
        Senior Debt by an administrative agent for such holders or an equivalent
        party
        to the extent set forth therein. In the event that the Trustee determines
        in
        good faith that further evidence is required with respect to the right of
        any
        Person as a holder of Senior Debt of the Company to participate in any payment
        or distribution pursuant to this Article
        XII ,
        the
        Trustee may request such Person to furnish evidence to the reasonable
        satisfaction of the Trustee as to the amount of Senior Debt of the Company
        held
        by such Person, the extent to which such Person is entitled to participate
        in
        such payment or distribution and any other facts pertinent to the rights
        of such
        Person under this Article
        XII ,
        and if
        such evidence is not furnished, the Trustee may defer any payment to such
        Person
        pending judicial determination as to the right of such Person to receive
        such
        payment.
  67
  SECTION
        12.9. Reliance
        on Judicial Order or Certificate of Liquidating Agent.
  Upon
        any
        payment or distribution of assets of the Company referred to in this Article
        XII ,
        the
        Trustee and the Holders of the Securities shall be entitled to conclusively
        rely
        upon any order or decree entered by any court of competent jurisdiction in
        which
        such Proceeding is pending, or a certificate of the trustee in bankruptcy,
        receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
        agent or other Person making such payment or distribution, delivered to the
        Trustee or to the Holders of Securities, for the purpose of ascertaining
        the
        Persons entitled to participate in such payment or distribution, the holders
        of
        the Senior Debt of the Company and other indebtedness of the Company, the
        amount
        thereof or payable thereon, the amount or amounts paid or distributed thereon
        and all other facts pertinent thereto or to this Article
        XII .
  SECTION
        12.10. Trustee
        Not Fiduciary for Holders of Senior Debt of the Company.
  The
        Trustee, in its capacity as trustee under this Indenture, shall not owe or
        be
        deemed to owe any fiduciary duty to the holders of Senior Debt of the Company
        and shall not be liable to any such holders if it shall in good faith mistakenly
        pay over or distribute to Holders of Securities or to the Company or to any
        other Person cash, property or securities to which any holders of Senior
        Debt of
        the Company shall be entitled by virtue of this Article
        XII or
        otherwise.
  SECTION
        12.11. Rights
        of
        Trustee as Holder of Senior Debt of the Company; Preservation of Trustee’s
        Rights.
  The
        Trustee in its individual capacity shall be entitled to all the rights set
        forth
        in this Article
        XII with
        respect to any Senior Debt of the Company that may at any time be held by
        it, to
        the same extent as any other holder of Senior Debt of the Company, and nothing
        in this Indenture shall deprive the Trustee of any of its rights as such
        holder.
        With respect to the holders of Senior Debt of the Company, the Trustee
        undertakes to perform only such of its obligations as are specifically set
        forth
        in this Article XII, and no implied covenants or obligations with respect
        to the
        holders of such Senior Debt of the Company shall be read into this Indenture
        against the Trustee. Nothing in this Article XII shall apply to claims of,
        or
        payments to, the Trustee under or pursuant to Section 6.6.
  68
  SECTION
        12.12. Article
        Applicable to Paying Agents.
  If
        at any
        time any Paying Agent other than the Trustee shall have been appointed by
        the
        Company and be then acting hereunder, the term “ *Trustee* ”
as
        used
        in this Article
        XII shall in
        such case (unless the context otherwise requires) be construed as extending
        to
        and including such Paying Agent within its meaning as fully for all intents
        and
        purposes as if such Paying Agent were named in this Article
        XII in
        addition to or in place of the Trustee; *provided* ,
        that Sections  12.8 and 12.11 shall
        not apply to the Company or any Affiliate of the Company if the Company or
        such
        Affiliate acts as Paying Agent.
  ARTICLE
        XIII
  Guarantee
  SECTION
        13.1. The
        Guarantee.
  The
        Guarantor hereby fully, unconditionally and irrevocably guarantees to each
        holder of a Security authenticated and delivered by the Trustee the due and
        punctual payment of the principal of and premium, if any, and interest
        (including Additional Interest) on such Security, when and as the same shall
        become due and payable, whether at maturity, by acceleration, upon redemption
        or
        otherwise, in accordance with the terms of such Security and this Indenture,
        as
        well as the due and punctual performance of all other obligations contained
        in
        the Securities and this Indenture. In case of the failure of the Company
        to
        punctually pay its obligations on any Security, the Guarantor hereby agrees
        to
        cause any such payment to be made punctually when and as the same shall become
        due and payable, whether at maturity, by acceleration, upon redemption or
        otherwise, and as if such payment were made by the Company.
  SECTION
        13.2. Guarantee
        Unconditional, etc.
  The
        Guarantor hereby agrees that it shall be liable as principal and as debtor
        hereunder with respect to its obligations under this Article. This Article
        creates a guarantee of payment and not of collection on the part of the
        Guarantor. The Guarantor’s obligations hereunder shall be absolute, irrevocable
        and unconditional, irrespective of, and shall be unaffected by, any invalidity,
        irregularity or unenforceability of any Security or this Indenture, any failure
        to enforce the provisions of any Security or this Indenture, or any waiver,
        modification, consent or indulgence granted with respect thereto by the holder
        of such Security or the Trustee, the recovery of any judgment against the
        Company or any action to enforce the same, or any other circumstances which
        may
        otherwise constitute a legal or equitable discharge of a surety or guarantor.
        The Guarantor hereby waives diligence, presentment, demand of payment, filing
        of
        claims with a court in the event of merger, insolvency or bankruptcy of the
        Company, any right to require a proceeding first against the Company, protest
        or
        notice with respect to any such Security or the indebtedness evidenced thereby
        and all demands whatsoever, and covenants that this Guarantee will not be
        discharged except by payment in full of the principal of and premium, if
        any,
        and interest (including Additional Interest) on the Securities and the complete
        performance of all other obligations contained in the Securities and this
        Indenture. The Guarantor further agrees, to the fullest extent that it lawfully
        may do so, that, as between the Guarantor, on the one hand, and the Holders
        and
        the Trustee, on the other hand, the maturity of the Securities shall or may,
        as
        the case may be, be accelerated as provided in this Indenture for purposes
        of
        the Guarantor’s obligations under this Guarantee, notwithstanding any stay,
        injunction or prohibition existing under any bankruptcy, insolvency,
        reorganization or other similar law of any jurisdiction preventing such
        acceleration in respect of the obligations guaranteed hereby.
  69
  SECTION
        13.3. Reinstatement.
  This
        Guarantee shall continue to be effective or be reinstated, as the case may
        be,
        if at any time a payment in respect of any Security, in whole or in part,
        is
        rescinded or must otherwise be restored to the Company or the Guarantor upon
        the
        bankruptcy, liquidation or reorganization of the Company or
        otherwise.
  SECTION
        13.4. Subrogation.
  The
        Guarantor shall be subrogated to all rights of the Holder of any Security
        against the Company in respect of any amounts paid to such Holder by the
        Guarantor pursuant to the provisions of this Guarantee; provided , however ,
        that
        the Guarantor shall not be entitled to enforce, or to receive any payments
        arising out of or based upon, such right of subrogation as a result of payment
        under this Guarantee, if, after giving effect to any such payment, any amounts
        are due and unpaid under this Guarantee. If any amount shall be paid to the
        Guarantor in violation of the preceding sentence, the Guarantor agrees to
        hold
        such amount in trust for the Holders and to pay such amount to the
        Holders.
  ARTICLE
        XIV
  Subordination
        of Guarantee
  SECTION
        14.1. Securities
        Subordinate to Senior Debt of the Guarantor.
  The
        Guarantor covenants and agrees, and each Holder of a Security, by its acceptance
        thereof, likewise covenants and agrees, that, to the extent and in the manner
        hereinafter set forth in this Article
        XIV ,
        the
        payment of the principal of and any premium and interest (including any
        Additional Interest) on each and all of the Securities are hereby expressly
        made
        subordinate and subject in right of payment to the prior payment in full
        of all
        Senior Debt of the Guarantor. Notwithstanding anything herein to the contrary,
        the guarantee of the Securities shall be senior to the trade debt of the
        Guarantor incurred in the ordinary course of business.
  SECTION
        14.2. No
        Payment When Senior Debt of the Guarantor in Default; Payment Over of Proceeds
        Upon Dissolution, Etc.
  (a)  In
        the
        event and during the continuation of any default by the Guarantor in the
        payment
        of any principal of or any premium or interest on any Senior Debt of the
        Guarantor (following any grace period, if applicable) when the same becomes
        due
        and payable, whether at maturity or at a date fixed for prepayment or by
        declaration of acceleration or otherwise, then, upon written notice of such
        default to the Guarantor by the holders of such Senior Debt of the Guarantor
        or
        any trustee therefor, unless and until such default shall have been cured
        or
        waived or shall have ceased to exist, no direct or indirect payment (in cash,
        property, securities, by set-off or otherwise) shall be made or agreed to
        be
        made on account of the principal of or any premium or interest (including
        any
        Additional Interest) on any of the Securities, or in respect of any redemption,
        repayment, retirement, purchase or other acquisition of any of the
        Securities.
  70
  (b)  In
        the
        event of a bankruptcy, insolvency or other proceeding described in clause
        (d) or
        (e) of the definition of Event of Default (each such event, if any, herein
        sometimes referred to as a “ *Proceeding* ”),
        all
        Senior Debt of the Guarantor (including any interest thereon accruing after
        the
        commencement of any such proceedings) shall first be paid in full before
        any
        payment or distribution, whether in cash, securities or other property, shall
        be
        made to any Holder of any of the Securities on account thereof. Any payment
        or
        distribution, whether in cash, securities or other property (other than
        securities of the Guarantor or any other entity provided for by a plan of
        reorganization or readjustment the payment of which is subordinate, at least
        to
        the extent provided in these subordination provisions with respect to the
        indebtedness evidenced by the Securities, to the payment of all Senior Debt
        of
        the Guarantor at the time outstanding and to any securities issued in respect
        thereof under any such plan of reorganization or readjustment), which would
        otherwise (but for these subordination provisions) be payable or deliverable
        in
        respect of the Securities shall be paid or delivered directly to the holders
        of
        Senior Debt of the Guarantor in accordance with the priorities then existing
        among such holders until all Senior Debt of the Guarantor (including any
        interest thereon accruing after the commencement of any Proceeding) shall
        have
        been paid in full.
  (c)  In
        the
        event of any Proceeding, after payment in full of all sums owing with respect
        to
        Senior Debt of the Guarantor, the Holders of the Securities, together with
        the
        holders of any obligations of the Guarantor ranking on a parity with the
        Securities, shall be entitled to be paid from the remaining assets of the
        Guarantor the amounts at the time due and owing on account of unpaid principal
        of and any premium and interest (including any Additional Interest) on the
        Securities and such other obligations before any payment or other distribution,
        whether in cash, property or otherwise, shall be made on account of any capital
        stock or any obligations of the Guarantor ranking junior to the Securities
        and
        such other obligations. If, notwithstanding the foregoing, any payment or
        distribution of any character or any security, whether in cash, securities
        or
        other property (other than securities of the Guarantor or any other entity
        provided for by a plan of reorganization or readjustment the payment of which
        is
        subordinate, at least to the extent provided in these subordination provisions
        with respect to the indebtedness evidenced by the Securities, to the payment
        of
        all Senior Debt of the Guarantor at the time outstanding and to any securities
        issued in respect thereof under any such plan of reorganization or readjustment)
        shall be received by the Trustee or any Holder in contravention of any of
        the
        terms hereof and before all Senior Debt of the Guarantor shall have been
        paid in
        full, such payment or distribution or security shall be received in trust
        for
        the benefit of, and shall be paid over or delivered and transferred to, the
        holders of the Senior Debt of the Guarantor at the time outstanding in
        accordance with the priorities then existing among such holders for application
        to the payment of all Senior Debt of the Guarantor remaining unpaid, to the
        extent necessary to pay all such Senior Debt of the Guarantor (including
        any
        interest thereon accruing after the commencement of any Proceeding) in full.
        In
        the event of the failure of the Trustee or any Holder to endorse or assign
        any
        such payment, distribution or security, each holder of Senior Debt of the
        Guarantor is hereby irrevocably authorized to endorse or assign the
        same.
  71
  (d)  The
        Trustee and the Holders, at the expense of the Guarantor, shall take such
        reasonable action (including the delivery of this Indenture to an agent for
        any
        holders of Senior Debt of the Guarantor or consent to the filing of a financing
        statement with respect hereto) as may, in the opinion of counsel designated
        by
        the holders of a majority in principal amount of the Senior Debt of the
        Guarantor at the time outstanding, be necessary or appropriate to assure
        the
        effectiveness of the subordination effected by these provisions.
  (e)  The
        provisions of this Section
        14.2 shall
        not impair any rights, interests, remedies or powers of any secured creditor
        of
        the Guarantor in respect of any security interest the creation of which is
        not
        prohibited by the provisions of this Indenture.
  (f)  The
        securing of any obligations of the Guarantor, otherwise ranking on a parity
        with
        the Securities or ranking junior to the Securities, shall not be deemed to
        prevent such obligations from constituting, respectively, obligations ranking
        on
        a parity with the Securities or ranking junior to the Securities.
  SECTION
        14.3. Payment
        Permitted If No Default.
  Nothing
        contained in this Article
        XIV or
        elsewhere in this Indenture or in any of the Securities shall prevent (a)
        the
        Guarantor, at any time, except during the pendency of the conditions described
        in paragraph (a) of Section
        14.2 or of
        any Proceeding referred to in Section 14.2 ,
        from
        making payments at any time of principal of and any premium or interest
        (including any Additional Interest) on the Securities or (b) the application
        by
        the Trustee of any moneys deposited with it hereunder to the payment of or
        on
        account of the principal of and any premium or interest (including any
        Additional Interest) on the Securities or the retention of such payment by
        the
        Holders, if, at the time of such application by the Trustee, it did not have
        knowledge (in accordance with Section
        14.8 )
        that
        such payment would have been prohibited by the provisions of this Article
        XIV ,
        except
        as provided in Section
        14.8 .
  SECTION
        14.4. Subrogation
        to Rights of Holders of Senior Debt of the Guarantor.
  Subject
        to the payment in full of all amounts due or to become due on all Senior
        Debt of
        the Guarantor, or the provision for such payment in cash or cash equivalents
        or
        otherwise in a manner satisfactory to the holders of Senior Debt of the
        Guarantor, the Holders of the Securities shall be subrogated to the extent
        of
        the payments or distributions made to the holders of such Senior Debt of
        the
        Guarantor pursuant to the provisions of this Article
        XIV (equally
        and ratably with the holders of all indebtedness of the Guarantor that by
        its
        express terms is subordinated to Senior Debt of the Guarantor to substantially
        the same extent as the Securities are subordinated to the Senior Debt of
        the
        Guarantor and is entitled to like rights of subrogation by reason of any
        payments or distributions made to holders of such Senior Debt of the Guarantor)
        to the rights of the holders of such Senior Debt of the Guarantor to receive
        payments and distributions of cash, property and securities applicable to
        the
        Senior Debt of the Guarantor until the principal of and any premium and interest
        (including any Additional Interest) on the Securities shall be paid in full.
        For
        purposes of such subrogation, no payments or distributions to the holders
        of the
        Senior Debt of the Guarantor of any cash, property or securities to which
        the
        Holders of the Securities or the Trustee would be entitled except for the
        provisions of this Article
        XIV ,
        and no
        payments made pursuant to the provisions of this Article
        XIV to the
        holders of Senior Debt of the Guarantor by Holders of the Securities or the
        Trustee, shall, as among the Guarantor, its creditors other than holders
        of
        Senior Debt of the Guarantor, and the Holders of the Securities, be deemed
        to be
        a payment or distribution by the Guarantor to or on account of the Senior
        Debt
        of the Guarantor.
  72
  SECTION
        14.5. Provisions
        Solely to Define Relative Rights.
  The
        provisions of this Article
        XIV are
        intended solely for the purpose of defining the relative rights of the Holders
        of the Securities on the one hand and the holders of Senior Debt of the
        Guarantor on the other hand. Nothing contained in this Article
        XIV or
        elsewhere in this Indenture or in the Securities is intended to or shall
        (a)
        impair, as between the Guarantor and the Holders of the Securities, the
        obligations of the Guarantor, which are absolute and unconditional, to pay
        to
        the Holders of the Securities the principal of and any premium and interest
        (including any Additional Interest) on the Securities as and when the same
        shall
        become due and payable in accordance with their terms, (b) affect the relative
        rights against the Guarantor of the Holders of the Securities and creditors
        of
        the Guarantor other than their rights in relation to the holders of Senior
        Debt
        of the Guarantor or (c) prevent the Trustee or the Holder of any Security
        (or to
        the extent expressly provided herein, the holder of any Preferred Security)
        from
        exercising all remedies otherwise permitted by applicable law upon default
        under
        this Indenture, including filing and voting claims in any Proceeding, subject
        to
        the rights, if any, under this Article
        XIV of the
        holders of Senior Debt of the Guarantor to receive cash, property and securities
        otherwise payable or deliverable to the Trustee or such Holder.
  SECTION
        14.6. Trustee
        to Effectuate Subordination.
  Each
        Holder of a Security by such Holder’s acceptance thereof authorizes and directs
        the Trustee on such Holder’s behalf to take such action as may be necessary or
        appropriate to acknowledge or effectuate the subordination provided in this Article
        XIV and
        appoints the Trustee such Holder’s attorney-in-fact for any and all such
        purposes.
  SECTION
        14.7. No
        Waiver
        of Subordination Provisions.
  (a)  No
        right
        of any present or future holder of any Senior Debt of the Guarantor to enforce
        subordination as herein provided shall at any time in any way be prejudiced
        or
        impaired by any act or failure to act on the part of the Guarantor or by
        any act
        or failure to act, in good faith, by any such holder, or by any noncompliance
        by
        the Guarantor with the terms, provisions and covenants of this Indenture,
        regardless of any knowledge thereof that any such holder may have or be
        otherwise charged with.
  (b)  Without
        in any way limiting the generality of paragraph (a) of this Section
        14.7 ,
        the
        holders of Senior Debt of the Guarantor may, at any time and from to time,
        without the consent of or notice to the Trustee or the Holders of the
        Securities, without incurring responsibility to such Holders of the Securities
        and without impairing or releasing the subordination provided in this Article
        XIV or the
        obligations hereunder of such Holders of the Securities to the holders of
        Senior
        Debt of the Guarantor, take or fail to take any action, including without
        limitation: (i) change the manner, place or terms of payment or extend the
        time
        of payment of, or renew or alter, Senior Debt of the Guarantor, or otherwise
        amend or supplement in any manner Senior Debt of the Guarantor or any instrument
        evidencing the same or any agreement under which Senior Debt of the Guarantor
        is
        outstanding, (ii) sell, exchange, release or otherwise deal with any property
        pledged, mortgaged or otherwise securing Senior Debt of the Guarantor, (iii)
        release any Person liable in any manner for the payment of Senior Debt of
        the
        Guarantor and (iv) exercise or refrain from exercising any rights against
        the
        Guarantor and any other Person.
  73
  SECTION
        14.8. Notice
        to
        Trustee.
  (a)  The
        Guarantor shall give prompt written notice to a Responsible Officer of the
        Trustee of any fact known to the Guarantor that would prohibit the making
        of any
        payment to or by the Trustee in respect of the Securities. Notwithstanding
        the
        provisions of this Article
        XIV or any
        other provision of this Indenture, the Trustee shall not be charged with
        knowledge of the existence of any facts that would prohibit the making of
        any
        payment to or by the Trustee in respect of the Securities, unless and until
        a
        Responsible Officer of the Trustee shall have received written notice thereof
        from the Guarantor or a holder of Senior Debt of the Guarantor or from any
        trustee, agent or representative therefor; *provided* ,
        that if
        the Trustee shall not have received the notice provided for in this Section
        14.8 at least
        two Business Days prior to the date upon which by the terms hereof any monies
        may become payable for any purpose (including, the payment of the principal
        of
        and any premium on or interest (including any Additional Interest) on any
        Security), then, anything herein contained to the contrary notwithstanding,
        the
        Trustee shall have full power and authority to receive such monies and to
        apply
        the same to the purpose for which they were received and shall not be affected
        by any notice to the contrary that may be received by it within two Business
        Days prior to such date.
  (b)  The
        Trustee shall be entitled to rely on the delivery to it of a written notice
        by a
        Person representing himself or herself to be a holder of Senior Debt of the
        Guarantor (or a trustee, agent, representative or attorney-in-fact therefor)
        to
        establish that such notice has been given by a holder of Senior Debt of the
        Guarantor (or a trustee, agent, representative or attorney-in-fact therefor).
        In
        the event that the Trustee determines in good faith that further evidence
        is
        required with respect to the right of any Person as a holder of Senior Debt
        of
        the Guarantor to participate in any payment or distribution pursuant to this Article
        XIV ,
        the
        Trustee may request such Person to furnish evidence to the reasonable
        satisfaction of the Trustee as to the amount of Senior Debt of the Guarantor
        held by such Person, the extent to which such Person is entitled to participate
        in such payment or distribution and any other facts pertinent to the rights
        of
        such Person under this Article
        XIV ,
        and if
        such evidence is not furnished, the Trustee may defer any payment to such
        Person
        pending judicial determination as to the right of such Person to receive
        such
        payment.
  74
  SECTION
        14.9. Reliance
        on Judicial Order or Certificate of Liquidating Agent.
  Upon
        any
        payment or distribution of assets of the Guarantor referred to in this Article
        XIV ,
        the
        Trustee and the Holders of the Securities shall be entitled to conclusively
        rely
        upon any order or decree entered by any court of competent jurisdiction in
        which
        such Proceeding is pending, or a certificate of the trustee in bankruptcy,
        receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
        agent or other Person making such payment or distribution, delivered to the
        Trustee or to the Holders of Securities, for the purpose of ascertaining
        the
        Persons entitled to participate in such payment or distribution, the holders
        of
        the Senior Debt of the Guarantor and other indebtedness of the Guarantor,
        the
        amount thereof or payable thereon, the amount or amounts paid or distributed
        thereon and all other facts pertinent thereto or to this Article
        XIV .
  SECTION
        14.10. Trustee
        Not Fiduciary for Holders of Senior Debt of the Guarantor.
  The
        Trustee, in its capacity as trustee under this Indenture, shall not owe or
        be
        deemed to owe any fiduciary duty to the holders of Senior Debt of the Guarantor
        and shall not be liable to any such holders if it shall in good faith mistakenly
        pay over or distribute to Holders of Securities or to the Guarantor or to
        any
        other Person cash, property or securities to which any holders of Senior
        Debt of
        the Guarantor shall be entitled by virtue of this Article
        XIV or
        otherwise.
  SECTION
        14.11. Rights
        of
        Trustee as Holder of Senior Debt of the Guarantor; Preservation of Trustee’s
        Rights.
  The
        Trustee in its individual capacity shall be entitled to all the rights set
        forth
        in this Article
        XIV with
        respect to any Senior Debt of the Guarantor that may at any time be held
        by it,
        to the same extent as any other holder of Senior Debt of the Guarantor, and
        nothing in this Indenture shall deprive the Trustee of any of its rights
        as such
        holder. With respect to the holders of Senior Debt of the Guarantor, the
        Trustee
        undertakes to perform only such of its obligations as are specifically set
        forth
        in this Article XIV, and no implied covenants or obligations with respect
        to the
        holders of such Senior Debt of the Guarantor shall be read into this Indenture
        against the Trustee. Nothing in this Article XIV shall apply to claims of,
        or
        payments to, the Trustee under or pursuant to Section 6.6.
  SECTION
        14.12. Article
        Applicable to Paying Agents.
  If
        at any
        time any Paying Agent other than the Trustee shall have been appointed by
        the
        Guarantor and be then acting hereunder, the term “ *Trustee* ”
as
        used
        in this Article
        XIV shall in
        such case (unless the context otherwise requires) be construed as extending
        to
        and including such Paying Agent within its meaning as fully for all intents
        and
        purposes as if such Paying Agent were named in this Article
        XIV in
        addition to or in place of the Trustee; *provided* ,
        that Sections  14.8 and 14.11 shall
        not apply to the Guarantor or any Affiliate of the Guarantor if the Guarantor
        or
        such Affiliate acts as Paying Agent.
  75
   This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument. Delivery of an executed
        signature page of this Indenture by facsimile transmission shall be effective
        as
        delivery of a manually executed counterpart hereof.
  
  *
        * *
        *
   76
  
 IN
        WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
        executed as of the day and year first above written.
  NorthStar
                    Realty Finance Limited Partnership, as Issuer
                  
                  By: 
                    NorthStar Realty Finance Corp., its
                  General
                    Partner
                  
                  
                  By:/s/
                    Albert
                    Tylis
                  Albert
                    Tylis
                  General
                    Counsel and Assistant Secretary
                  
                  
                  NorthStar
                    Realty Finance Corp., as Guarantor
                  
                  
                  By:/s/
                    Albert
                    Tylis
                  Albert
                    Tylis
                  General
                    Counsel and Assistant Secretary:
                  
                  WILMINGTON
                    TRUST COMPANY,
                    as Trustee
                  
                  By:/s/
                    W. Thomas Morris,
                    II
                  W.
                    Thomas Morris, II
                  Assistant
                    Vice President
 
 77