AMENDED
        AND RESTATED TRUST AGREEMENT

      


      among

      


      NORTHSTAR
        REALTY FINANCE LIMITED PARTNERSHIP,

      as
        Depositor


      


      NORTHSTAR
        REALTY FINANCE CORP.,

      as
        Guarantor


      


      WILMINGTON
        TRUST COMPANY

      as
        Property Trustee


      


      WILMINGTON
        TRUST COMPANY

      as
        Delaware Trustee


      


      and


      


      THE
        ADMINISTRATIVE TRUSTEES NAMED HEREIN

      as
        Administrative Trustees

      


      
        
          

        

      

      


      Dated
        as
        of August 1, 2006


      


      NORTHSTAR
        REALTY FINANCE TRUST V

       

      
        

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      


      
        	 	 	 	
                Page

              
	
                ARTICLE
                  I. 

              	 	
                Defined
                  Terms

              	
                1

              
	
                SECTION
                  1.1.

              	 	
                Definitions

              	
                1

              
	 	 	 	 
	
                ARTICLE
                  II. 

              	 	
                The
                  Trust

              	
                10

              
	
                SECTION
                  2.1.

              	 	
                Name

              	
                10

              
	
                SECTION
                  2.2.

              	 	
                Office
                  of the Delaware Trustee; Principal Place of Business

              	
                10

              
	
                SECTION
                  2.3.

              	 	
                Initial
                  Contribution of Trust Property; Fees, Costs and Expenses

              	
                10

              
	
                SECTION
                  2.4.

              	 	
                Purposes
                  of Trust

              	
                11

              
	
                SECTION
                  2.5.

              	 	
                Authorization
                  to Enter into Certain Transactions

              	
                11

              
	
                SECTION
                  2.6.

              	 	
                Assets
                  of Trust

              	
                14

              
	
                SECTION
                  2.7.

              	 	
                Title
                  to Trust Property

              	
                14

              
	 	 	 	 
	
                ARTICLE
                  III. 

              	 	
                Payment
                  Account; Paying Agents

              	
                14

              
	
                SECTION
                  3.1.

              	 	
                Payment
                  Account

              	
                14

              
	
                SECTION
                  3.2.

              	 	
                Appointment
                  of Paying Agents

              	
                15

              
	 	 	 	 
	
                ARTICLE
                  IV. 

              	
                 

              	
                Distributions;
                  Redemption

              	
                15

              
	
                SECTION
                  4.1.

              	 	
                Distributions

              	
                15

              
	
                SECTION
                  4.2.

              	 	
                Redemption

              	
                16

              
	
                SECTION
                  4.3.

              	 	
                Subordination
                  of Common Securities

              	
                19

              
	
                SECTION
                  4.4.

              	 	
                Payment
                  Procedures

              	
                20

              
	
                SECTION
                  4.5.

              	 	
                Withholding
                  Tax

              	
                20

              
	
                SECTION
                  4.6.

              	 	
                Tax
                  Returns and Other Reports

              	
                20

              
	
                SECTION
                  4.7.

              	 	
                Payment
                  of Taxes, Duties, Etc. of the Trust

              	
                21

              
	
                SECTION
                  4.8.

              	 	
                Payments
                  under Indenture or Pursuant to Direct Actions

              	
                21

              
	
                SECTION
                  4.9.

              	 	
                Exchanges

              	
                21

              
	
                SECTION
                  4.10.

              	 	
                Calculation
                  Agent

              	
                21

              
	
                SECTION
                  4.11.

              	 	
                Certain
                  Accounting Matters

              	
                22

              
	 	 	 	 
	
                ARTICLE
                  V. 

              	 	
                Securities

              	
                23

              
	
                SECTION
                  5.1.

              	 	
                Initial
                  Ownership

              	
                23

              
	
                SECTION
                  5.2.

              	 	
                Authorized
                  Trust Securities

              	
                23

              
	
                SECTION
                  5.3.

              	 	
                Issuance
                  of the Common Securities; Subscription and Purchase of
                  Notes

              	
                23

              
	
                SECTION
                  5.4.

              	 	
                The
                  Securities Certificates

              	
                23

              
	
                SECTION
                  5.5.

              	 	
                Rights
                  of Holders

              	
                24

              
	
                SECTION
                  5.6.

              	 	
                Book-Entry
                  Preferred Securities

              	
                25

              
	
                SECTION
                  5.7.

              	 	
                Registration
                  of Transfer and Exchange of Preferred Securities
                  Certificates

              	
                26

              
	
                SECTION
                  5.8.

              	 	
                Mutilated,
                  Destroyed, Lost or Stolen Securities Certificates

              	
                28

              
	
                SECTION
                  5.9.

              	 	
                Persons
                  Deemed Holders

              	
                29

              
	
                SECTION
                  5.10.

              	 	
                Cancellation

              	
                29

              
	
                SECTION
                  5.11.

              	 	
                Ownership
                  of Common Securities by Depositor

              	
                29

              
	
                SECTION
                  5.12.

              	 	
                Restricted
                  Legends

              	
                30

              
	
                SECTION
                  5.13.

              	 	
                Form
                  of Certificate of Authentication

              	
                32

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VI. 

              	 	
                Meetings;
                  Voting; Acts of Holders

              	
                33

              
	
                SECTION
                  6.1.

              	 	
                Notice
                  of Meetings

              	
                33

              
	
                SECTION
                  6.2.

              	 	
                Meetings
                  of Holders of the Preferred Securities

              	
                33

              
	
                SECTION
                  6.3.

              	 	
                Voting
                  Rights

              	
                33

              
	
                SECTION
                  6.4.

              	 	
                Proxies,
                  Etc

              	
                33

              
	
                SECTION
                  6.5.

              	 	
                Holder
                  Action by Written Consent

              	
                34

              
	
                SECTION
                  6.6.

              	 	
                Record
                  Date for Voting and Other Purposes

              	
                34

              
	
                SECTION
                  6.7.

              	 	
                Acts
                  of Holders

              	
                34

              
	
                SECTION
                  6.8.

              	 	
                Inspection
                  of Records

              	
                35

              
	
                SECTION
                  6.9.

              	 	
                Limitations
                  on Voting Rights

              	
                35

              
	
                SECTION
                  6.10.

              	 	
                Acceleration
                  of Maturity; Rescission of Annulment; Waivers of Past
                  Defaults

              	
                36

              
	 	 	 	 
	
                ARTICLE
                  VII. 

              	 	
                Representations
                  and Warranties

              	
                38

              
	
                SECTION
                  7.1.

              	 	
                Representations
                  and Warranties of the Property Trustee and the Delaware
                  Trustee

              	
                38

              
	
                SECTION
                  7.2.

              	 	
                Representations
                  and Warranties of Depositor

              	
                39

              
	 	 	 	 
	
                ARTICLE
                  VIII. 

              	 	
                The
                  Trustees

              	
                40

              
	
                SECTION
                  8.1.

              	 	
                Number
                  of Trustees

              	
                40

              
	
                SECTION
                  8.2.

              	 	
                Property
                  Trustee Required

              	
                41

              
	
                SECTION
                  8.3.

              	 	
                Delaware
                  Trustee Required

              	
                41

              
	
                SECTION
                  8.4.

              	 	
                Appointment
                  of Administrative Trustees

              	
                41

              
	
                SECTION
                  8.5.

              	 	
                Duties
                  and Responsibilities of the Trustees

              	
                42

              
	
                SECTION
                  8.6.

              	 	
                Notices
                  of Defaults and Extensions

              	
                43

              
	
                SECTION
                  8.7.

              	 	
                Certain
                  Rights of Property Trustee

              	
                44

              
	
                SECTION
                  8.8.

              	 	
                Delegation
                  of Power

              	
                46

              
	
                SECTION
                  8.9.

              	 	
                May
                  Hold Securities

              	
                46

              
	
                SECTION
                  8.10.

              	 	
                Compensation;
                  Reimbursement; Indemnity

              	
                46

              
	
                SECTION
                  8.11.

              	 	
                Resignation
                  and Removal; Appointment of Successor

              	
                47

              
	
                SECTION
                  8.12.

              	 	
                Acceptance
                  of Appointment by Successor

              	
                49

              
	
                SECTION
                  8.13.

              	 	
                Merger,
                  Conversion, Consolidation or Succession to Business

              	
                49

              
	
                SECTION
                  8.14.

              	 	
                Not
                  Responsible for Recitals or Issuance of Securities

              	
                49

              
	
                SECTION
                  8.15.

              	 	
                Property
                  Trustee May File Proofs of Claim

              	
                49

              
	
                SECTION
                  8.16.

              	 	
                Reports
                  to and from the Property Trustee

              	
                50

              
	 	 	 	 
	
                ARTICLE
                  IX. 

              	 	
                Termination,
                  Liquidation and Merger

              	
                51

              
	
                SECTION
                  9.1.

              	 	
                Dissolution
                  Upon Expiration Date

              	
                51

              
	
                SECTION
                  9.2.

              	 	
                Early
                  Termination

              	
                51

              
	
                SECTION
                  9.3.

              	 	
                Termination

              	
                51

              
	
                SECTION
                  9.4.

              	 	
                Liquidation

              	
                52

              
	
                SECTION
                  9.5.

              	 	
                Mergers,
                  Consolidations, Amalgamations or Replacements of Trust

              	
                53

              
	 	 	 	 
	
                ARTICLE
                  X.

              	 	
                Information
                  to Purchaser

              	
                54

              
	
                SECTION
                  10.1.

              	 	
                Depositor
                  Obligations to Purchaser

              	
                54

              
	
                SECTION
                  10.2.

              	 	
                Property
                  Trustee’s Obligations to Purchaser

              	
                54

              
	 	 	 	 
	
                ARTICLE
                  XI. 

              	 	
                Miscellaneous
                  Provisions

              	
                55

              
	
                SECTION
                  11.1.

              	 	
                Limitation
                  of Rights of Holders

              	
                55

              
	
                SECTION
                  11.2.

              	 	
                Agreed
                  Tax Treatment of Trust and Trust Securities

              	
                55

              
	
                SECTION
                  11.3.

              	 	
                Amendment

              	
                55

              
	
                SECTION
                  11.4.

              	 	
                Separability

              	
                57

              
	
                SECTION
                  11.5.

              	 	
                Governing
                  Law

              	
                57

              
	
                SECTION
                  11.6.

              	 	
                Successors

              	
                57

              
	
                SECTION
                  11.7.

              	 	
                Headings

              	
                57

              
	
                SECTION
                  11.8.

              	 	
                Reports,
                  Notices and Demands

              	
                57

              
	
                SECTION
                  11.9.

              	 	
                Agreement
                  Not to Petition

              	
                58

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  A

              	
                Certificate
                  of Trust of NorthStar Realty Finance Trust V

              
	
                Exhibit
                  B

              	
                Form
                  of Common Securities Certificate

              
	
                Exhibit
                  C

              	
                Form
                  of Preferred Securities Certificate

              
	
                Exhibit
                  D

              	
                Junior
                  Subordinated Indenture

              
	
                Exhibit
                  E

              	
                Form
                  of Transferee Certificate to be Executed by Transferees other than
                  QIBs

              
	
                Exhibit
                  F

              	
                Form
                  of Transferor Certificate to be Executed by QIBs

              
	
                Exhibit
                  G

              	
                Form
                  of Officer’s Financial Certificate

              
	
                Exhibit
                  H

              	
                Form
                  of Officer’s Certificate pursuant to Section 8.16(a)

              
	 	 
	
                Schedule
                  A

              	
                Calculation
                  of LIBOR

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      AMENDED
        AND RESTATED TRUST AGREEMENT, dated as of August 1, 2006, among (i) NorthStar
        Realty Finance Limited Partnership, a Delaware limited partnership (including
        any successors or permitted assigns, the “Depositor”), (ii) NorthStar Realty
        Finance Corp., a Maryland corporation (including any successors or permitted
        assigns, the “Guarantor”), (iii) Wilmington Trust Company, a Delaware banking
        corporation, as property trustee (in such capacity, the “Property Trustee”),
        (iv) Wilmington Trust Company, a Delaware banking corporation, as Delaware
        trustee (in such capacity, the “Delaware Trustee”), (v) David T. Hamamoto, an
        individual, Richard J. McCready, an individual, and Andrew C. Richardson,
        an
        individual, each of whose address is c/o NorthStar Realty Finance Limited
        Partnership, c/o NorthStar Realty Finance Corp., 527 Madison Avenue, New
        York,
        NY 10022, as administrative trustees (in such capacities, each an
“Administrative Trustee” and, collectively, the “Administrative Trustees” and,
        together with the Property Trustee and the Delaware Trustee, the “Trustees”) and
        (vi) the several Holders, as hereinafter defined.

      

        WITNESSETH

      

      

        WHEREAS,
          the
          Depositor, the Property Trustee and the Delaware Trustee have heretofore
          created
          a Delaware statutory trust pursuant to the Delaware Statutory Trust Act
          by
          entering into a Trust Agreement, dated as of July 26, 2006 (the “Original Trust
          Agreement”), and by executing and filing with the Secretary of State of the
          State of Delaware the Certificate of Trust, substantially in the form attached
          as Exhibit
          A;
          and

      

       

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

      

      

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

      

       

      ARTICLE
        I.

      

        DEFINED
          TERMS

      

       

      SECTION
        1.1. Definitions.

       

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

       

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

       

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


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

      “Act”
has
        the meaning specified in Section
        6.7.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      “LIBOR”
        has the meaning specified in Schedule
        A.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Purchase
        Agreement” means the Purchase Agreement, dated as of August 1, 2006, executed
        and delivered by the Trust, the Depositor, the Guarantor, and the
        Purchaser.

       

      “Purchaser”
        means TWE, Ltd., whose address is c/o Maples Finance Limited, P.O. Box 1093
        GT,
        Queensgate House, South Church Street, George Town, Grand Cayman, Cayman
        Islands, Attention: The Directors, as purchaser of the Preferred Securities
        pursuant to the Purchase Agreement.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Trust”
        means the Delaware statutory trust known as “NorthStar Realty Finance Trust V,”
which was created on July 26, 2006, under the Delaware Statutory Trust Act
        pursuant to the Original Trust Agreement and the filing of the Certificate
        of
        Trust, and continued pursuant to this Trust Agreement.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

      ARTICLE
        II.

      

        THE
          TRUST

      

       

      SECTION
        2.1. Name.

       

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

       

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

       

      The
        address of the Delaware Trustee in the State of Delaware is Rodney Square
        North,
        1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
        Capital Markets, or such other address in the State of Delaware as the Delaware
        Trustee may designate by written notice to the Holders, the Depositor, the
        Guarantor, the Property Trustee and the Administrative Trustees. The principal
        executive office of the Trust is c/o NorthStar Realty Finance Corp., 527
        Madison
        Avenue, New York, NY 10022, Attention: Chief Financial Officer, as such address
        may be changed from time to time by the Administrative Trustees following
        written notice to the Holders and the other Trustees.

       

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

       

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


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      SECTION
        2.4. Purposes
        of Trust.

       

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

       

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

       

      SECTION
        2.5. Authorization
        to Enter into Certain Transactions.

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (B) the
        establishment of the Payment Account;

       

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


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

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

       

      SECTION
        2.6. Assets
        of
        Trust.

       

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

       

      SECTION
        2.7. Title
        to
        Trust Property.

       

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

       

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

       

      ARTICLE
        III.

      

        PAYMENT
          ACCOUNT;
          PAYING
          AGENTS

      

       

      SECTION
        3.1. Payment
        Account.

       

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

       

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


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      SECTION
        3.2. Appointment
        of Paying Agents.

       

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

       

      ARTICLE
        IV.

      

        DISTRIBUTIONS;
          REDEMPTION

      

       

      SECTION
        4.1. Distributions.

       

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

       

      (i) Distributions
        on the Trust Securities shall be cumulative, and shall accumulate whether
        or not
        there are funds of the Trust available for the payment of Distributions.
        Distributions shall accumulate from August 1, 2006, and, except as provided
        in
        clause (ii) below, shall be payable quarterly in arrears on March 30th,
        June
        30th,
        September 30th
        and
        December 30th
        of each
        year, commencing on September 30, 2006. If any date on which a Distribution
        is
        otherwise payable on the Trust Securities is not a Business Day, then the
        payment of such Distribution shall be made on the next succeeding Business
        Day
        (and no interest shall accrue in respect of the amounts whose payment is
        so
        delayed for the period from and after each such date until the next succeeding
        Business Day), except that, if such Business Day falls in the next succeeding
        calendar year, such payment shall be made on the immediately preceding Business
        Day, in each case, with the same force and effect as if made on such date
        (each
        date on which Distributions are payable in accordance with this Section
        4.1(a)(i), a “Distribution Date”);


      
        
          
          

        

        
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      (ii) Distributions
        shall accumulate in respect of the Trust Securities at a variable rate per
        annum, reset quarterly, equal to LIBOR plus 2.70% of the Liquidation Amount
        of
        the Trust Securities, such rate being the rate of interest payable on the
        Notes.
        LIBOR shall be determined by the Calculation Agent in accordance with
Schedule
        A.
        The
        amount of Distributions payable for any Distribution period shall be computed
        and paid on the basis of a 360-day year and the actual number of days elapsed
        in
        the relevant Distribution period. The amount of Distributions payable for
        any
        period shall include any Additional Interest Amounts in respect of such period;
        and

       

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

       

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

       

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

       

      SECTION
        4.2. Redemption.

       

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


      
        
          
          

        

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

       

      (i) the
        Redemption Date;

       

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

       

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

       

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

       

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

       

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

       

      (c) The
        Trust
        Securities (or portion thereof) redeemed on each Redemption Date shall be
        redeemed at the Redemption Price with the proceeds from the contemporaneous
        redemption or payment at maturity of Notes. Redemptions of the Trust Securities
        (or portion thereof) shall be made and the Redemption Price shall be payable
        on
        each Redemption Date only to the extent that the Trust has funds then on
        hand
        and available in the Payment Account for the payment of such Redemption Price.
        Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
        Payment Date, at the Depositor’s option, on or after September 30, 2011, in
        whole or in part, from time to time at a redemption price equal to one hundred
        percent (100%) of the principal amount thereof, together, in the case of
        any
        such redemption, with accrued interest, including any Additional Interest,
        to
        but excluding the date fixed for redemption (the “Indenture Redemption Price”).
        The Notes may also be redeemed by the Depositor, at its option, in whole
        but not
        in part, upon the occurrence of an Investment Company Event or a Tax Event
        at
        the Special Event Redemption Price (as set forth in the Indenture).

       

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

       

      
        
          
          

        

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


      
        
          
          

        

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

       

      SECTION
        4.3. Subordination
        of Common Securities.

       

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

       

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


      
        
          
          

        

        
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      SECTION
        4.4. Payment
        Procedures.

       

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

       

      SECTION
        4.5. Withholding
        Tax.

       

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

       

      SECTION
        4.6. Tax
        Returns and Other Reports.

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

      SECTION
        4.9. Exchanges.

       

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

       

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

       

      SECTION
        4.10. Calculation
        Agent.

       

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


      
        
          
          

        

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

       

      SECTION
        4.11. Certain
        Accounting Matters.

       

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

       

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

       

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


      
        
          
          

        

        
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      ARTICLE
        V.

      

        SECURITIES

      

       

      SECTION
        5.1. Initial
        Ownership.

       

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

       

      SECTION
        5.2. Authorized
        Trust Securities.

       

      The
        Trust
        shall be authorized to issue one series of Preferred Securities having an
        aggregate Liquidation Amount of thirty million dollars ($30,000,000) and
        one
        series of Common Securities having an aggregate Liquidation Amount of one
        hundred thousand dollars ($100,000).

       

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

       

      On
        the
        Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute
        and deliver to the Depositor Common Securities Certificates, registered in
        the
        name of the Depositor, evidencing an aggregate of 100 Common Securities having
        an aggregate Liquidation Amount of one hundred thousand dollars ($100,000),
        against receipt by the Trust of the aggregate purchase price of such Common
        Securities of one hundred thousand dollars ($100,000). Contemporaneously
        therewith and with the sale by the Trust to the Holders of an aggregate of
        thirty thousand (30,000) Preferred Securities having an aggregate Liquidation
        Amount of thirty million dollars ($30,000,000), an Administrative Trustee,
        on
        behalf of the Trust, shall subscribe for and purchase from the Depositor
        Notes,
        to be registered in the name of the Property Trustee on behalf of the Trust
        and
        having an aggregate principal amount equal to thirty million one hundred
        thousand dollars ($30,100,000), and, in satisfaction of the purchase price
        for
        such Notes, the Property Trustee, on behalf of the Trust, shall deliver to
        the
        Depositor the sum of thirty million one hundred thousand dollars ($30,100,000)
        (being the aggregate amount paid by the Holders for the Preferred Securities
        and
        the amount paid by the Depositor for the Common Securities).

       

      SECTION
        5.4. The
        Securities Certificates.

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

      SECTION
        5.5. Rights
        of
        Holders.

       

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


      
        
          
          

        

        
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      SECTION
        5.6. Book-Entry
        Preferred Securities.

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
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      SECTION
        5.9. Persons
        Deemed Holders.

       

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

       

      SECTION
        5.10. Cancellation.

       

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

       

      SECTION
        5.11. Ownership
        of Common Securities by Depositor.

       

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


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

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

       

      SECTION
        5.12. Restricted
        Legends.

       

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

       

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

       

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

       

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


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


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

       

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

       

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


      
        
          
          

        

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

       

      SECTION
        5.13. Form
        of
        Certificate of Authentication.

       

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

       

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

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

              	By:  	 
	 	
                
Authorized
                officer
	 	 


      

       

      
        
          
          

        

        
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      ARTICLE
        VI.

      

        MEETINGS;
          VOTING;
          ACTS OF
          HOLDERS

      

       

      SECTION
        6.1. Notice
        of
        Meetings.

       

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

       

      SECTION
        6.2. Meetings
        of Holders of the Preferred Securities.

       

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

       

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

       

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

       

      SECTION
        6.3. Voting
        Rights.

       

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

       

      SECTION
        6.4. Proxies,
        Etc.

       

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


      
        
          
          

        

        
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      SECTION
        6.5. Holder
        Action by Written Consent.

       

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

       

      SECTION
        6.6. Record
        Date for Voting and Other Purposes.

       

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

       

      SECTION
        6.7. Acts
        of
        Holders.

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

      SECTION
        6.8. Inspection
        of Records.

       

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

       

      SECTION
        6.9. Limitations
        on Voting Rights.

       

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

       

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


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      (A) all
        overdue installments of interest on all of the Notes;


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

      ARTICLE
        VII.

      

        REPRESENTATIONS AND
          WARRANTIES

      

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION
        7.2. Representations
        and Warranties of Depositor.

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      ARTICLE
        VIII.

      

        THE
          TRUSTEES

      

       

      SECTION
        8.1. Number
        of
        Trustees.

       

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


      
        
          
          

        

        
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      SECTION
        8.2. Property
        Trustee Required.

       

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

       

      SECTION
        8.3. Delaware
        Trustee Required.

       

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

       

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

       

      SECTION
        8.4. Appointment
        of Administrative Trustees.

       

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


      
        
          
          

        

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

       

      SECTION
        8.5. Duties
        and Responsibilities of the Trustees.

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      SECTION
        8.6. Notices
        of Defaults and Extensions.

       

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

       

      (b) RESERVED.
        

       

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


      
        
          
          

        

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

       

      SECTION
        8.7. Certain
        Rights of Property Trustee.

       

      Subject
        to the provisions of Section
        8.5:

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

      SECTION
        8.8. Delegation
        of Power.

       

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

       

      SECTION
        8.9. May
        Hold
        Securities.

       

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

       

      SECTION
        8.10. Compensation;
        Reimbursement; Indemnity.

       

      The
        Depositor agrees:

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

      SECTION
        8.11. Resignation
        and Removal; Appointment of Successor.

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

       

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

       

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


      
        
          
          

        

        
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      SECTION
        8.12. Acceptance
        of Appointment by Successor.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      SECTION
        8.15. Property
        Trustee May File Proofs of Claim.

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

      SECTION
        8.16. Reports
        to and from the Property Trustee.

       

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

       

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


      
        
          
          

        

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

       

      ARTICLE
        IX.

      

        TERMINATION,
          LIQUIDATION AND
          MERGER

      

       

      SECTION
        9.1. Dissolution
        Upon Expiration Date.

       

      Unless
        earlier dissolved, the Trust shall automatically dissolve on September 30,
        2041
        (the “Expiration Date”), and the Trust Property shall be liquidated in
        accordance with Section
        9.4.

       

      SECTION
        9.2. Early
        Termination.

       

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

       

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

       

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

       

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

       

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

       

      SECTION
        9.3. Termination.

       

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


      
        
          
          

        

        
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      SECTION
        9.4. Liquidation.

       

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

       

      (i) state
        the
        Liquidation Date;

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

      ARTICLE
        X. 

      

        INFORMATION TO
          PURCHASER

      

       

      SECTION
        10.1. Depositor
        Obligations to Purchaser.

       

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

       

      SECTION
        10.2. Property
        Trustee’s Obligations to Purchaser.

       

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


      
        
          
          

        

        
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      ARTICLE
        XI.

      

        MISCELLANEOUS
          PROVISIONS

      

       

      SECTION
        11.1. Limitation
        of Rights of Holders.

       

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

       

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

       

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

       

      SECTION
        11.3. Amendment.

       

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

       

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


      
        
          
          

        

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

       

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

       

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

       

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

       

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


      
        
          
          

        

        
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      SECTION
        11.4. Separability.

       

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

       

      SECTION
        11.5. Governing
        Law.

       

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

       

      SECTION
        11.6. Successors.

       

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

       

      SECTION
        11.7. Headings.

       

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

       

      SECTION
        11.8. Reports,
        Notices and Demands.

       

      (a) Any
        report, notice, demand or other communication that by any provision of this
        Trust Agreement is required or permitted to be given or served to or upon
        any
        Holder, the Depositor or the Guarantor may be given or served in writing
        delivered in person, or by reputable, overnight courier, by telecopy or by
        deposit thereof, first-class postage prepaid, in the United States mail,
        addressed, (a) in the case of a Holder of Preferred Securities, to such Holder
        as such Holder’s name and address may appear on the Securities Register; (b) in
        the case of the Holder of all the Common Securities or the Depositor, to
        NorthStar Realty Finance Limited Partnership c/o NorthStar Realty Finance
        Corp.,
        527 Madison Avenue, New York, NY 10022, Attention: Chief Financial Officer,
        or
        to such other address as may be specified in a written notice by the Holder
        of
        all the Common Securities or the Depositor, as the case may be, to the Property
        Trustee; and (c) in the case of the Guarantor, to NorthStar Realty Finance
        Corp., 527 Madison Avenue, New York, NY 10022, Attention: Chief Financial
        Officer, or to such other address as may be specified in a written notice
        by the
        Guarantor to the Property Trustee. Such report, notice, demand or other
        communication to or upon a Holder, the Depositor or the Guarantor shall be
        deemed to have been given when received in person, within one (1) Business
        Day
        following delivery by overnight courier, when telecopied with receipt confirmed,
        or within three (3) Business Days following delivery by mail, except that
        if a
        notice or other document is refused delivery or cannot be delivered because
        of a
        changed address of which no notice was given, such notice or other document
        shall be deemed to have been delivered on the date of such refusal or inability
        to deliver.


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      

       

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

       

      SECTION
        11.9. Agreement
        Not to Petition.

       

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

       

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

       

      [REMAINDER
        OF THIS PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

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

      
        	 	 	 
	 	
                
                  NORTHSTAR
                    REALTY
                    FINANCE
                    LIMITED
                    PARTNERSHIP,

                

                as
                  Depositor

              
	 
 	 
 	 
 
	 	By:  	/s/ Albert
                Tylis
	 	
                

                Name:
                  Albert Tylis

                Title:
                  General Counsel

              


      

      
        	 	 	 
	 	 
	 	
                NORTHSTAR
                  REALTY
                  FINANCE CORP.,

                as
                  Guarantor

              
	 
 	 
 	 
 
	 	By:  	/s/ Albert
                Tylis
	 	
                

                Name: Albert
                  Tylis

                Title:
                  General Counsel

              
	 	 


      

       

      
        	Wilmington
                Trust Company, as Property Trustee 	 	Wilmington
                Trust Company, as Delaware Trustee 
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/
                Christopher
                J. Slaybaugh 	 	By: 	/s/
                Christopher
                J. Slaybaugh 
	
              	
                

                Name: Senior
                  Financial Services Officer

                Title:
                  Christopher J. Slaybaugh    

              	 	 	
                

                Name: Senior
                  Financial Services Officer

                Title:
                  Christopher J. Slaybaugh 

              
	
              	 	 	 	 
	 	 	 	 	 
	 	/s/ David Hamamoto 	 	 	/s/ Andrew Richardson 
	 	
                

                Administrative
                  Trustee

                Name:
                  David Hamamoto  

              	 	 	
                

                Administrative
                  Trustee

                Name:
                  Andrew Richardson  

              
	 	 	 	 	 
	 	 	 	 	 
	 	/s/ Richard McCready 	 	 	 
	 	
                

                Administrative
                  Trustee

                Name:
                  Richard McCready  

              	 	 	 


      

       

      
        
          
          

        

        
          Schedule
            A-1