Amended and Restated Trust Agreement, dated May 25, 2006


    
      
        

      

      EXECUTION

      


      AMENDED
        AND RESTATED TRUST AGREEMENT

      


      Among

       

       

      RESOURCE
        CAPITAL CORP.,

      as
        Depositor

      


       

      WELLS
        FARGO BANK, N.A.,

      as
        Property Trustee

      


       

      WELLS
        FARGO DELAWARE TRUST COMPANY,

      as
        Delaware Trustee

      


       

      and

      


      THE
        ADMINISTRATIVE TRUSTEES NAMED HEREIN

      as
        Administrative Trustees

      


      


      


      
        

      

      Dated
        as
        of May 25, 2006

      


      


      


      
        
          

        

      

      RESOURCE
        CAPITAL TRUST I

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONTENTS

      


      
        	
                Clause

              	
                 
                  Page

              
	 	 	 
	
                ARTICLE
                  I DEFINED TERMS

              	
                1

              	 
	
                SECTION
                  1.1 Definitions.

              	
                1

              	 
	
                ARTICLE
                  II THE TRUST

              	
                11

              	 
	
                SECTION
                  2.1 Name.

              	
                11

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

              	
                11

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

              	
                11

              	 
	
                SECTION
                  2.4 Purposes of Trust.

              	
                11

              	 
	
                SECTION
                  2.5 Authorization to Enter into Certain Transactions.

              	
                12

              	 
	
                SECTION
                  2.6 Assets of Trust.

              	
                14

              	 
	
                SECTION
                  2.7 Title to Trust Property.

              	
                15

              	 
	
                ARTICLE
                  III PAYMENT ACCOUNT; PAYING AGENTS

              	
                15

              	 
	
                SECTION
                  3.1 Payment Account.

              	
                15

              	 
	
                SECTION
                  3.2 Appointment of Paying Agents.

              	
                15

              	 
	
                ARTICLE
                  IV DISTRIBUTIONS; REDEMPTION

              	
                16

              	 
	
                SECTION
                  4.1 Distributions.

              	
                16

              	 
	
                SECTION
                  4.2 Redemption.

              	
                17

              	 
	
                SECTION
                  4.3 Subordination of Common Securities.

              	
                20

              	 
	
                SECTION
                  4.4 Payment Procedures.

              	
                20

              	 
	
                SECTION
                  4.5 Withholding Tax.

              	
                21

              	 
	
                SECTION
                  4.6 Tax Returns and Other Reports.

              	
                21

              	 
	
                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.

              	
                22

              	 
	
                SECTION
                  4.10 Calculation Agent.

              	
                22

              	 
	
                SECTION
                  4.11 Certain Accounting Matters.

              	
                23

              	 
	
                ARTICLE
                  V SECURITIES

              	
                24

              	 
	
                SECTION
                  5.1 Initial Ownership.

              	
                24

              	 
	
                SECTION
                  5.2 Authorized Trust Securities.

              	
                24

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

              	
                24

              	 
	
                SECTION
                  5.4 The Securities Certificates.

              	
                25

              	 
	
                SECTION
                  5.5 Rights of Holders.

              	
                25

              	 
	
                SECTION
                  5.6 Book-Entry Preferred Securities.

              	
                26

              	 


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      


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

              	
                27

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

              	
                29

              	 
	
                SECTION
                  5.9 Persons Deemed Holders.

              	
                30

              	 
	
                SECTION
                  5.10 Cancellation.

              	
                30

              	 
	
                SECTION
                  5.11 Ownership of Common Securities by Depositor.

              	
                30

              	 
	
                SECTION
                  5.12 Restricted Legends.

              	
                31

              	 
	
                SECTION
                  5.13 Form of Certificate of Authentication.

              	
                33

              	 
	
                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.

              	
                34

              	 
	
                SECTION
                  6.4 Proxies, Etc.

              	
                34

              	 
	
                SECTION
                  6.5 Holder Action by Written Consent.

              	
                34

              	 
	
                SECTION
                  6.6 Record Date for Voting and Other Purposes.

              	
                35

              	 
	
                SECTION
                  6.7 Acts of Holders.

              	
                35

              	 
	
                SECTION
                  6.8 Inspection of Records.

              	
                36

              	 
	
                SECTION
                  6.9 Limitations on Voting Rights.

              	
                36

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

              	
                37

              	 
	
                ARTICLE
                  VII REPRESENTATIONS AND WARRANTIES

              	
                39

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

              	
                39

              	 
	
                SECTION
                  7.2 Representations and Warranties of Depositor.

              	
                40

              	 
	
                ARTICLE
                  VIII THE TRUSTEES

              	
                41

              	 
	
                SECTION
                  8.1 Number of Trustees.

              	
                41

              	 
	
                SECTION
                  8.2 Property Trustee Required.

              	
                41

              	 
	
                SECTION
                  8.3 Delaware Trustee Required.

              	
                42

              	 
	
                SECTION
                  8.4 Appointment of Administrative Trustees.

              	
                42

              	 
	
                SECTION
                  8.5 Duties and Responsibilities of the Trustees.

              	
                43

              	 
	
                SECTION
                  8.6 Notices of Defaults and Extensions.

              	
                44

              	 
	
                SECTION
                  8.7 Certain Rights of Property Trustee.

              	
                44

              	 
	
                SECTION
                  8.8 Delegation of Power.

              	
                47

              	 
	
                SECTION
                  8.9 May Hold Securities.

              	
                47

              	 
	
                SECTION
                  8.10 Compensation; Reimbursement; Indemnity.

              	
                47

              	 
	
                SECTION
                  8.11 Resignation and Removal; Appointment of Successor.

              	
                48

              	 
	
                SECTION
                  8.12 Acceptance of Appointment by Successor.

              	
                50

              	 


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

      


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

              	
                50

              	 
	
                SECTION
                  8.14 Trustees Not Individually Responsible for Recitals and
                  Representations.

              	
                50

              	 
	
                SECTION
                  8.15 Property Trustee May File Proofs of Claim.

              	
                51

              	 
	
                SECTION
                  8.16 Reports to the Property Trustee.

              	
                51

              	 
	
                ARTICLE
                  IX TERMINATION, LIQUIDATION AND MERGER

              	
                52

              	 
	
                SECTION
                  9.1 Dissolution Upon Expiration Date.

              	
                52

              	 
	
                SECTION
                  9.2 Early Termination.

              	
                52

              	 
	
                SECTION
                  9.3 Termination.

              	
                53

              	 
	
                SECTION
                  9.4 Liquidation.

              	
                53

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

              	
                54

              	 
	
                ARTICLE
                  X MISCELLANEOUS PROVISIONS

              	
                56

              	 
	
                SECTION
                  10.1 Limitation of Rights of Holders.

              	
                56

              	 
	
                SECTION
                  10.2 Agreed Tax Treatment of Trust and Trust Securities.

              	
                56

              	 
	
                SECTION
                  10.3 Amendment.

              	
                56

              	 
	
                SECTION
                  10.4 Separability.

              	
                58

              	 
	
                SECTION
                  10.5 Governing Law.

              	
                58

              	 
	
                SECTION
                  10.6 Successors.

              	
                59

              	 
	
                SECTION
                  10.7 Headings.

              	
                59

              	 
	
                SECTION
                  10.8 Reports, Notices and Demands.

              	
                59

              	 
	
                SECTION
                  10.9 Agreement Not to Petition.

              	
                60

              	 
	
                SECTION
                  10.10 Counterparts

              	
                60

              	 


      

      


      
        	
                Exhibit
                  A

              	
                Certificate
                  of Trust 

              
	
                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

              
	
                Exhibit
                  F

              	
                Form
                  of Officer’s Financial Certificate of the Depositor

              
	 	 
	
                Schedule
                  A

              	
                Determination of
                  LIBOR

              


      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      


      THIS
        AMENDED AND RESTATED TRUST AGREEMENT,
        dated
        as of May 25, 2006, among (i) Resource Capital Corp., a Maryland corporation
        (including any successors or permitted assigns, the “Depositor”),
        (ii)
        Wells Fargo Bank, N.A., as property trustee (in such capacity, the “Property
        Trustee”),
        (iii)
        Wells Fargo Delaware Trust Company, as Delaware trustee (in such capacity,
        the
“Delaware
        Trustee”),
        (iv)
        Thomas C. Elliott, an individual, Steven J. Kessler, an individual, and Michael
        S. Yecies, an individual, each of whose address is c/o Resource Capital Corp.,
        712 Fifth Avenue, 10th
        floor,
        New York, New York 10019, as administrative trustees (in such capacities,
        each
        an “Administrative
        Trustee”
and,
        collectively, the “Administrative
        Trustees”
and,
        together with the Property Trustee and the Delaware Trustee, the “Trustees”)
        and
        (v) the several Holders, as hereinafter defined.

      


      WITNESSETH

      


      WHEREAS,
        the Depositor and the Delaware Trustee have heretofore created a Delaware
        statutory trust pursuant to the Delaware Statutory Trust Act by entering
        into a
        Trust Agreement, dated as of May 11, 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 (as hereinafter
        defined);

      


      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:

      


      (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


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      “Common
        Securities Subscription Agreement” means
        that certain Common Securities Subscription Agreement dated of even date
        herewith by and between the Depositor and the Trust.


      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      


      “Common
        Security”
        means an
        undivided beneficial interest in the assets of the Trust, having a Liquidation
        Amount of $1,000 and having the rights provided therefor in this Trust
        Agreement.

      


      “Corporate
        Trust Office”
        means
        the principal office of the Property Trustee at which any particular time
        its
        corporate trust business shall be administered, which office at the date
        of this
        Trust Agreement is located at 919 North Market Street, Suite 700, Wilmington,
        Delaware 19801 Attn: Corporate Trust Services - Resource Capital Trust
        I.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      “DTC”
        means
        The Depository Trust Company, a New York corporation, or any successor
        thereto.

      


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

      


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


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      “Indenture
        Redemption Price”
        means
        the Optional Note Redemption Price or the Special Note Redemption Price,
        as
        applicable.


      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      


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

      


      “Junior
        Subordinated Note Purchase Agreement” means
        that certain Junior Subordinated Note Purchase Agreement dated of even date
        herewith by and between the Depositor and the Trust.

      


      “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, (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 and (d) with respect to any exchange
        of Preferred Securities owned or held by a Depositor Affiliate, Notes having
        a
        principal amount equal to the liquidation amount of the Preferred Securities
        in
        respect of which such distribution is made.

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      


      “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.

      


      “Officers’
        Certificate”
        means a
        certificate signed by the Chief Executive Officer, the President or a Vice
        President, and by the Chief Financial Officer, Treasurer or an Assistant
        Treasurer, the Secretary or Assistant Secretary of the Depositor, and delivered
        to the Trustees. Any Officers’ Certificate delivered with respect to compliance
        with a condition or covenant provided for in this Trust Agreement (other
        than
        the certificate provided pursuant to Section
        8.16
        which is
        not an Officers’ Certificate) shall include:

      


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

      


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

      


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

      


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

      


      “Operative
        Documents”
        means
        the Purchase Agreement, the Indenture, the Trust Agreement, the Notes, the
        Common Securities Subscription Agreement, the Junior Subordinated Note Purchase
        Agreement and the Trust Securities.

      


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

      


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


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      


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

      


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


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      “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 an
        undivided beneficial interest in the assets of the Trust, having a Liquidation
        Amount of $1,000 and having the rights provided therefor in this Trust
        Agreement.

      


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

      


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

      


      “Purchase
        Agreement”
        means
        the Purchase Agreement dated May 25, 2006, and executed and delivered by
        the
        Trust, the Depositor and Kodiak Warehouse LLC, as purchaser, as amended from
        time to time.

      


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

      


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

      


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

      


      “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.


      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      “Special
        Redemption Price”
        means,
        with respect to any Trust Security, an amount equal to one hundred seven
        and one
        half percent (107.5%) of the Liquidation Amount of such Trust Security on
        the
        Redemption Date, plus accumulated and unpaid Distributions to the Redemption
        Date, plus the related amount of the premium, if any, and/or accrued interest,
        including Additional Interest, if any, thereon paid by the Depositor upon
        the
        concurrent redemption or payment at maturity of a Like Amount of
        Notes.

      


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

      


      “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 “Resource Capital Trust I,” which was
        created on May 11, 2006 under the Delaware Statutory Trust Act pursuant to
        the
        Original Trust Agreement and the filing of the Certificate of Trust, and
        continued pursuant to this Trust Agreement.

      


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


      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      “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 “Resource Capital Trust I”, as such name may
        be modified from time to time by the Administrative Trustees following written
        notice to the Holders of Trust Securities and the other Trustees, in which
        name
        the Trustees may conduct the business of the Trust, make and execute contracts
        and other instruments on behalf of the Trust and sue and be sued.

      


      
        	 	
                SECTION
                  2.2

              	
                Office
                  of the Delaware Trustee; Principal Place of Business.

              


      

      


      The
        address of the Delaware Trustee in the State of Delaware is 919 North Market
        Street, Suite 700, Wilmington, Delaware 19801, Attn: Corporate Trust Services
        -
        Resource Capital Trust I, or such other address in the State of Delaware
        as the
        Delaware Trustee may designate by written notice to the Holders, the Depositor,
        the Property Trustee and the Administrative Trustees. The principal executive
        office of the Trust is 712 Fifth Avenue, 10th
        Floor,
        New York, New York 10019, as such address may be changed from time to time
        by
        the Administrative Trustees following written notice to the Holders and the
        other Trustees.

      


      
        	 	
                SECTION
                  2.3

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

              


      

      


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

      


      
        	 	
                SECTION
                  2.4

              	
                Purposes
                  of Trust.

              


      

      


      (a) 
  The
        exclusive purposes and functions of the Trust are to (i) issue and sell Trust
        Securities and use the proceeds from such sale to acquire the Notes, (ii)
        make
        distributions as provided herein, (iii) enter into and perform its obligations
        under agreements, documents and instructions (including, without limitation,
        the
        Operative Documents to which it is a party) necessary to accomplish (i) and
        (ii)
        and (iv) 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.


      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      


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

      


      
        	 	
                SECTION
                  2.5

              	
                Authorization
                  to Enter into Certain Transactions.

              


      

      


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

      


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

      


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

      


      (B)     to
        cause
        the Trust to enter into, and to execute, deliver and perform on behalf of
        the
        Trust, such agreements as may be necessary or desirable in connection with
        the
        purposes and function of the Trust, including, without limitation, the Operative
        Documents to which it is a party;

      


      (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;


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      


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

      


      (F)    
 execution
        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
        and application for a taxpayer identification number for the Trust;

      


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

      


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

      


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

      


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

      


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

      


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

      


      (B)    
 the
        establishment of the Payment Account;

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      


      (H)    
 to
        the
        extent provided in this Trust Agreement, the winding up of the affairs of
        and
        liquidation of the Trust, provided that the Administrative Trustees shall
        have
        the power, duty and authority to act on behalf of the Trust with respect
        to the
        preparation, execution and filing of the certificate of cancellation of the
        Trust with the Secretary of State of the State of Delaware; and

      


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

      


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

      


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

      


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

      


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

      


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

      


      
        	 	
                SECTION
                  2.6

              	
                Assets
                  of Trust.

              


      

      


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


      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      


      
        	 	
                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.

      


      
        	 	
                SECTION
                  3.2

              	
                Appointment
                  of Paying Agents.

              


      

      


      The
        Paying Agent shall initially be the Property Trustee. The Paying Agent shall
        make Distributions to Holders from the Payment Account and shall report the
        amounts of such Distributions to the Property Trustee and the Administrative
        Trustees. Any Paying Agent shall have the revocable power to withdraw funds
        from
        the Payment Account solely for the purpose of making the Distributions referred
        to above. The Administrative Trustees may revoke such power and remove the
        Paying Agent in their sole discretion. Any Person acting as Paying Agent
        shall
        be permitted to resign as Paying Agent upon thirty (30) days’ written notice to
        the Administrative Trustees and the Property Trustee. If the Property Trustee
        shall no longer be the Paying Agent or a successor Paying Agent shall resign
        or
        its authority to act be revoked, the Administrative Trustees shall appoint
        a
        successor (which shall be a bank or trust company) to act as Paying Agent.
        Such
        successor Paying Agent appointed by the Administrative Trustees shall execute
        and deliver to the Trustees an instrument in which such successor Paying
        Agent
        shall agree with the Trustees that as Paying Agent, such successor Paying
        Agent
        will hold all sums, if any, held by it for payment to the Holders in trust
        for
        the benefit of the Holders entitled thereto until such sums shall be paid
        to
        such Holders. The Paying Agent shall return all unclaimed funds to the Property
        Trustee and upon removal of a Paying Agent such Paying Agent shall 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.


      
        
          
          

        

        
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      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 May 25, 2006, and, except as provided
        in
        clause (ii) below, shall be payable quarterly in arrears on March 30, June
        30,
        September 30 and December 30 of each year, commencing on June 30, 2006. If
        any
        date on which a Distribution is otherwise payable on the Trust Securities
        is not
        a Business Day, then the payment of such Distribution shall be made on the
        next
        succeeding Business Day (and no interest shall accrue in respect of the amounts
        whose payment is so delayed for the period from and after each such date
        until
        the next succeeding Business Day), except that, if such Business Day falls
        in
        the next succeeding calendar year, such payment shall be made on the immediately
        preceding Business Day, in each case, with the same force and effect as if
        made
        on such date (each date on which Distributions are payable in accordance
        with
        this Section
        4.1(a)(i),
        a
“Distribution
        Date”);

      


      (ii)   Reserved.

      


      (iii)   Distributions
        shall accumulate in respect of the Trust Securities at a variable rate, reset
        quarterly, equal to LIBOR plus 3.95% per annum of the Liquidation Amount
        of the
        Trust Securities, such rate being the rate of interest payable on the Notes.
        LIBOR shall be determined by the Calculation Agent in accordance with
Schedule
        A.
        The
        amount of Distributions payable for any period less than a full Distribution
        period shall be computed on the basis of a 360-day year and the actual number
        of
        days elapsed in the relevant Distribution period. The amount of Distributions
        payable for any period shall include any Additional Interest Amounts in respect
        of such period; and

      


      (iv)   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.


      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      


      (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 BEN (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 Property Trustee or any Paying Agent to determine their respective duties
        and liabilities with respect to any taxes or other charges that they 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.

      


      (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);


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


      (c)    The
        Trust
        Securities (or portion thereof) redeemed on each Redemption Date shall be
        redeemed at the Redemption Price with the proceeds from the contemporaneous
        redemption or payment at maturity of Notes. Redemptions of the Trust Securities
        (or portion thereof) shall be made and the Redemption Price shall be payable
        on
        each Redemption Date only to the extent that the Trust has funds then on
        hand
        and available in the Payment Account for the payment of such Redemption Price.
        Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
        Payment Date, at the Depositor’s option, on or after the expiration of the No
        Call Period (as defined in the Indenture), in whole or in part, from time
        to
        time, at the Optional Note Redemption Price. The Notes may also be redeemed
        by
        the Depositor, at its option pursuant to the terms of the Indenture, at any
        time
        during the No Call Period (as defined in the Indenture), in whole but not
        in
        part, upon the occurrence and during the continuation of an Investment Company
        Event or a Tax Event or an Event of Default, at the Special Note Redemption
        Price. In addition, the Notes must be redeemed pursuant to the terms of the
        Indenture in whole at the Optional Note Redemption Price, upon receipt of
        a
        Significant Event Election with respect to a Significant Event that occurs
        after
        the expiration of the No Call Period. 


      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      


      (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 by the Trust, or if the Special
        Note
        Redemption Price or Optional Note Redemption Price, as applicable, is improperly
        withheld or refused to be paid by the Depositor pursuant to the Indenture,
        Distributions on such Trust Securities (or portion thereof) will continue
        to
        accumulate, as set forth in Section
        4.1,
        from
        the Redemption Date originally established by the Trust for such Trust
        Securities (or portion thereof) to the date such Redemption Price is actually
        paid, in which case the actual payment date will be the date fixed for
        redemption for purposes of calculating the Redemption Price.

      


      (e)    Subject
        to Section
        4.3(a),
        if less
        than all the Outstanding Trust Securities are to be redeemed on a Redemption
        Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed
        shall be allocated pro rata to the Common Securities and the Preferred
        Securities based upon the relative aggregate Liquidation Amounts of the Common
        Securities and the Preferred Securities. The Preferred Securities to be redeemed
        shall be selected on a pro rata basis based upon their respective Liquidation
        Amounts not more than sixty (60) days prior to the Redemption Date by the
        Property Trustee from the Outstanding Preferred Securities not previously
        called
        for redemption; provided,
        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.


      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      


      (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.

      


      
        	 	
                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.


      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  4.5

              	
                Withholding
                  Tax.

              


      

      


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

      


      
        	 	
                SECTION
                  4.6

              	
                Tax
                  Returns and Other Reports.

              


      

      


      The
        Administrative Trustees shall prepare (or cause to be prepared) at the principal
        office of the Trust in the United States, as defined for purposes of Treasury
        regulations section 301.7701-7, at the Depositor’s expense, and file, all 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,
        Purchaser and the Property Trustee with a copy of all such returns and reports
        promptly after such filing or furnishing.

      


      
        	 	
                SECTION
                  4.7

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

              


      

      


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

      


      
        	 	
                SECTION
                  4.8

              	
                Payments
                  under Indenture or Pursuant to Direct
                  Actions.

              


      

      


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


      
        
          
          

        

        
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                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
        shall be exercisable effective on any Distribution Date by such Depositor
        Affiliate delivering to the Property Trustee (i) at least ten (10) Business
        Days
        prior to the Distribution Date on which such exchange is to occur, the
        registration instructions and the documentation, if any, required pursuant
        to
Sections
        2.2
        and
3.5
        of the
        Indenture to enable the Indenture Trustee to issue the requested Like Amount
        of
        Notes, (ii) a written notice of such election specifying the Liquidation
        Amount
        of Preferred Securities with respect to which such election is being made
        and
        the Distribution Date on which such exchange shall occur, which Distribution
        Date shall be not less than ten (10) Business Days after the date of receipt
        by
        the Property Trustee of such election notice and (iii) shall be conditioned
        upon
        such Depositor Affiliate having delivered or caused to be delivered to the
        Property Trustee or its designee the Preferred Securities that are the subject
        of such election by 10:00 A.M. New York time, on the Distribution Date on
        which
        such exchange is to occur. After the exchange, such Preferred Securities
        will be
        canceled and will no longer be deemed to be Outstanding and all rights of
        the
        Depositor Affiliate with respect to such Preferred Securities will
        cease.

      


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

      


      
        	 	
                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 six-month Eurodollar deposits in the international Eurodollar
        market and which does not control or is not controlled by or under common
        control with the Administrative Trustee or its Affiliates. The Calculation
        Agent
        may not resign its duties without a successor having been duly
        appointed.


      
        
          
          

        

        
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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
        (rounded to the nearest cent, with half a cent being rounded upwards) for
        the
        related Distribution Date, and will communicate such rate and amount to the
        Depositor, the Administrative Trustees, the Note Trustee, each Paying Agent
        and
        the Depositary. The Calculation Agent will also specify to the Administrative
        Trustee the quotations upon which the foregoing rates and amounts are based
        and,
        in any event, the Calculation Agent shall notify the Administrative Trustees
        before 5:00 p.m. (London time) on each LIBOR Determination Date that either:
        (i)
        it has determined or is in the process of determining the foregoing rates
        and
        amounts or (ii) it has not determined and is not in the process of determining
        the foregoing rates and amounts, together with its reasons therefor. The
        Calculation Agent’s determination of the foregoing rates and amounts for any
        Distribution Date will (in the absence of manifest error) be final and binding
        upon all parties. For the sole purpose of calculating the interest rate for
        the
        Trust Securities, “Business Day” shall be defined as any day on which dealings
        in deposits in Dollars are transacted in the London interbank
        market.

      


      
        	 	
                SECTION
                  4.11

              	
                Certain
                  Accounting Matters.

              


      

      


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

      


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

      


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


      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      


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

      


      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 $25,000,000 and one series of Common Securities
        having an aggregate Liquidation Amount of $774,000.

      


      
        	 	
                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 Seven Hundred Seventy Four
        (774) Common Securities having an aggregate Liquidation Amount of Seven Hundred
        Seventy Four Thousand Dollars ($774,000), against receipt by the Trust of
        the
        aggregate purchase price of such Common Securities of Seven Hundred Seventy
        Four
        Thousand Dollars ($774,000). Contemporaneously therewith and with the sale
        by
        the Trust to the Holders of an aggregate of Twenty Five Thousand (25,000)
        Preferred Securities having an aggregate Liquidation Amount of Twenty-Five
        Million Dollars ($25,000,000), an Administrative Trustee, on behalf of the
        Trust, shall purchase from the Depositor Notes, to be registered in the name
        of
        the Property Trustee on behalf of the Trust and having an aggregate principal
        amount equal to Twenty-Five
        Million Seven Hundred Seventy Four Thousand Dollars ($25,774,000),
        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 Twenty-Five
        Million Seven Hundred Seventy Four Thousand Dollars ($25,774,000) (being
        the
        aggregate amount paid by the Holders for the Preferred Securities, and the
        amount paid by the Depositor for the Common Securities).


      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  5.4

              	
                The
                  Securities Certificates.

              


      

      


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

      


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

      


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

      


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

      


      
        	 	
                SECTION
                  5.5

              	
                Rights
                  of Holders.

              


      

      


      The
        Trust
        Securities shall have no preemptive or similar rights and, when issued and
        delivered to Holders against payment of the purchase price therefor, will
        be
        fully paid and non-assessable by the Trust. Except as provided in Section
        5.11(b),
        the
        Holders of the Trust Securities, in their capacities as such, shall be entitled
        to the same limitation of personal liability extended to stockholders of
        private
        corporations for profit organized under the General Corporation Law of the
        State
        of Delaware.


      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  5.6

              	
                Book-Entry
                  Preferred Securities.

              


      

      


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

      


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


      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


      
        	 	
                SECTION
                  5.7

              	
                Registration
                  of Transfer and Exchange of Preferred Securities
                  Certificates.

              


      


      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      


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

      


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

      


      
        	 	
                SECTION
                  5.8

              	
                Mutilated,
                  Destroyed, Lost or Stolen Securities
                  Certificates.

              


      

      


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

      


      (b)    If
        the
        Securities Registrar shall receive evidence to its satisfaction of the
        destruction, loss or theft of any Securities Certificate and there shall
        be
        delivered to the Securities Registrar such security or indemnity as may be
        required by it to save each of the Trustees and the Depositor harmless, then
        in
        the absence of notice that such Securities Certificate shall have been acquired
        by a bona fide 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 upon written order
        of the
        Trust executed by one Administrative 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.


      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      


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

      


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

      


      
        	 	
                SECTION
                  5.9

              	
                Persons
                  Deemed Holders.

              


      

      


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

      


      
        	 	
                SECTION
                  5.10

              	
                Cancellation.

              


      

      


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

      


      
        	 	
                SECTION
                  5.11 

              	
                Ownership
                  of Common Securities by
                  Depositor.

              


      

      


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


      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      


      (b)    Any
        Holder of the Common Securities shall be liable for the debts and obligations
        of
        the Trust in the manner and to the extent set forth with respect to the
        Depositor and agrees that it shall be subject to all liabilities to which
        the
        Depositor may be subject and, prior to becoming such a Holder, shall deliver
        to
        the Administrative Trustees an instrument of assumption satisfactory to such
        Administrative 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 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
        RESOURCE CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
        OR
        PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
        & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
        DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
        IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
        OR
        OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
        AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
        HEREIN.]

      


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


      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      


      THE
        HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES
        FOR
        THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES
        MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST OR
        (II) TO
        A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED PURCHASER” (AS
        DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED),
        AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES
        FROM IT
        OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      


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

      


      THE
        HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF
        OR
        THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
        INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE
        I OF
        THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
        OR
        SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
        (EACH A
“PLAN”),
        OR AN
        ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
        INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY
        ACQUIRE OR HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER
        OR HOLDER OF THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED
        TO
        HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE
        BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH
        SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
        ON
        BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
        USING
        THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
        PURCHASE.”


      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

      


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

      


      
        	 	
                SECTION
                  5.13

              	
                Form
                  of Certificate of
                  Authentication.

              


      

      


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

      


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

      


      
        	
                Dated:

              	
                Wells
                  Fargo Bank, N.A.,
                  

              
	 	
                not
                  in its individual capacity, but solely as Property
                  Trustee

              
	 	 	 
	 	
                By:
                  

              	 	 
	 	
                Name:
                  

              	 
	 	
                Title:
                  

              	 


      

      


      


      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 Administrative Trustees
        pursuant to Section
        10.8
        to each
        Holder of Preferred Securities, at such Holder’s registered address, at least
        fifteen (15) days and not more than ninety (90) days before the meeting.
        At any
        such meeting, any business properly before the meeting may be so considered
        whether or not stated in the notice of the meeting. Any adjourned meeting
        may be
        held as adjourned without further notice.


      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  6.2

              	
                Meetings
                  of Holders of the Preferred
                  Securities.

              


      

      


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

      


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

      


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

      


      
        	 	
                SECTION
                  6.3

              	
                Voting
                  Rights.

              


      

      


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

      


      
        	 	
                SECTION
                  6.4

              	
                Proxies,
                  Etc.

              


      

      


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

      


      
        	 	
                SECTION
                  6.5

              	
                Holder
                  Action by Written Consent.

              


      

      


      Any
        action that may be taken by Holders of Preferred Securities 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.


      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

      


      
        	 	
                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. A depositary that is a Holder
        of a
        Global Preferred Security may provide its proxy or proxies to the beneficial
        owners of interests in any such Global Preferred Security though such
        Depositary’s standing instructions and customary practices. 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.

      


      (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.


      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      


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

      


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

      


      
        	 	
                SECTION
                  6.8

              	
                Inspection
                  of Records.

              


      

      


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

      


      
        	 	
                SECTION
                  6.9

              	
                Limitations
                  on Voting Rights.

              


      

      


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

      


      (b)    So
        long
        as any Notes are held by the Property Trustee on behalf of the Trust, the
        Property Trustee shall not (i) direct the time, method and place of conducting
        any proceeding for any remedy available to the Note Trustee, or exercise
        any
        trust or power conferred on the Property Trustee with respect to the Notes,
        (ii)
        waive any past default that may be waived under Section 5.13 of the Indenture
        or
        waive compliance with any covenant or condition under Section 10.7 of the
        Indenture, (iii) exercise any right to rescind or annul a declaration that
        the
        principal of all the Notes shall be due and payable or (iv) consent to any
        amendment, modification or termination of the Indenture or the Notes, where
        such
        consent shall be required, without, in each case, obtaining the prior approval
        of the Holders of at least a Majority in Liquidation Amount of the Preferred
        Securities; provided,
        that
        where a consent under the Indenture would require the consent of each holder
        of
        Notes (or each Holder of Preferred Securities) affected thereby, no such
        consent
        shall be given by the Property Trustee without the prior written consent
        of each
        such 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.


      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          

        

      


      (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 such amendment
        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;

      


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

      


      (C)
     the
        principal of and any 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.


      
        
          
          

        

        
          -37-

          
            

          

        

        
          
          

        

      


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

      


      (d)    Notwithstanding
        paragraphs (a) and (b) of this Section
        6.10,
        the
        Holders of at least a Majority in Liquidation Amount of the Preferred Securities
        may, on behalf of the Holders of all the Preferred Securities, waive any
        past or
        continuing 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.


      
        
          
          

        

        
          -38-

          
            

          

        

        
          
          

        

      


      (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 and
        the
        Holders that:

      


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

      


      (b)    the
        Property Trustee 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)    the
        Delaware Trustee is a corporation, duly formed and validly existing under
        the
        laws of 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, fraudulent transfer, reorganization, moratorium and
        similar laws affecting creditors’ rights generally and to general principles of
        equity;

      


      (f)    the
        execution, delivery and performance of this Trust Agreement have been duly
        authorized by all necessary corporate or other action on the part of the
        Property Trustee and the Delaware Trustee and do not require any approval
        of
        stockholders of the Property Trustee and the Delaware Trustee and such
        execution, delivery and performance will not (i) violate the Restated
        Organization Certificate or Articles of Association, as applicable, or By-laws
        of the Property Trustee or the Delaware Trustee, (ii) violate any provision
        of,
        or constitute, with or without notice or lapse of time, a default under,
        or
        result in the imposition of any lien on any properties included in the Trust
        Property pursuant to the provisions of any indenture, mortgage, credit
        agreement, license or other agreement or instrument to which the Property
        Trustee or the Delaware Trustee is a party or by which it is bound, or (iii)
        violate any applicable law, governmental rule or regulation of the United
        States
        or the State of Delaware, as the case may be, governing the banking, trust
        or
        general powers of the Property Trustee or the Delaware Trustee or any order,
        judgment or decree applicable to the Property Trustee or the Delaware
        Trustee;


      
        
          
          

        

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

      


      (h)    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 and
        the
        Trustees that:

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


      ARTICLE
        VIII


      THE
        TRUSTEES

      


      
        	 	
                SECTION
                  8.1

              	
                Number
                  of Trustees.

              


      

      


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

      


      
        	 	
                SECTION
                  8.2

              	
                Property
                  Trustee Required.

              


      

      


      There
        shall at all times be a Property Trustee hereunder with respect to the Trust
        Securities. The Property Trustee shall be a corporation or national banking
        association 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.


      
        
          
          

        

        
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                SECTION
                  8.3

              	
                Delaware
                  Trustee Required.

              


      

      


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

      


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

      


      
        	 	
                SECTION
                  8.4

              	
                Appointment
                  of Administrative Trustees.

              


      

      


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

      


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


      
        
          
          

        

        
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                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 or
        their own funds or otherwise incur any financial liability in the performance
        of
        any of its or their 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 or them. Whether or not herein expressly so
        provided, every provision of this Trust Agreement relating to the conduct
        or
        affecting the liability of or affording protection to the Trustees shall
        be
        subject to the provisions of this Section
        8.5.
        Nothing
        in this Trust Agreement shall be construed to release any Administrative
        Trustee
        from liability for his or her own negligent action, negligent failure to
        act; or
        his or her own willful misconduct. To the extent that, at law or in equity,
        a
        Trustee has duties and liabilities relating to the Trust or to the Holders,
        such
        Trustee shall not be liable to the Trust or to any Holder for such Trustee’s
        good faith reliance on the provisions of this Trust Agreement. The provisions
        of
        this Trust Agreement, to the extent that they restrict the duties and
        liabilities of the Trustees otherwise existing at law or in equity, are agreed
        by the Depositor and the Holders to replace such other duties and liabilities
        of
        the Trustees.

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


      
        	 	
                SECTION
                  8.6

              	
                Notices
                  of Defaults and Extensions.

              


      

      


      (a)    Within
        ninety (90) days after the occurrence of a default actually known to the
        Property Trustee, the Property Trustee shall transmit notice of such default
        to
        the Holders, the Administrative Trustees and the Depositor, unless such default
        shall have been cured or waived. For the purpose of this Section
        8.6,
        the
        term “default” means any event that is, or after notice or lapse of time or both
        would become, an Event of Default.

      


      (b)    Reserved.

      


      (c)    The
        Property Trustee shall not be charged with knowledge of any Event of Default
        unless either (i) a Responsible Officer of the Property Trustee shall have
        actual knowledge or (ii) the Property Trustee shall have received written
        notice
        thereof from the Depositor, an Administrative Trustee or a Holder.

      


      (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;


      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      (g)   the
        Property Trustee shall be under no obligation to exercise any of the rights
        or
        powers vested in it by this Trust Agreement at the request or direction of
        any
        of the Holders pursuant to this Trust Agreement, unless such Holders shall
        have
        offered to the Property Trustee reasonable security or indemnity against
        the
        costs, expenses (including reasonable attorneys’ fees and expenses) and
        liabilities that might be incurred by it in compliance with such request
        or
        direction, including reasonable advances as may be requested by the Property
        Trustee; provided,
        however,
        that
        nothing contained in this Section
        8.7(g)
        shall be
        construed to relieve the Property Trustee, upon the occurrence of an Event
        of
        Default (of which the Property Trustee has knowledge (as defined in Section
        8.6(c) hereof)), of its obligation to exercise the rights and powers vested
        in
        it by this Trust Agreement; provided,
        further,
        that
        nothing contained in this Section
        8.7(g)
        shall
        prevent the Property Trustee from exercising its rights under Section
        8.11
        hereof;


      
        
          
          

        

        
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      (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

      


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


      
        
          
          

        

        
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      (n)    in
        the
        event the Property Trustee is also acting as Paying Agent, Authenticating
        Agent
        (as defined in the Indenture), Securities Registrar or Calculation Agent
        hereunder, the rights and protections afforded the Property Trustee pursuant
        to
        this Article VIII shall also be afforded to such Paying Agent, Authenticating
        Agent, Securities Registrar or Calculation Agent.

      


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

      


      
        	 	
                SECTION
                  8.8

              	
                Delegation
                  of Power.

              


      

      


      Any
        Trustee may, by power of attorney consistent with applicable law, delegate
        to
        any other natural person over the age of 21 its, his or her power for the
        purpose of executing any documents contemplated in Section
        2.5.
        The
        Trustees shall have power to delegate from time to time to such of their
        number
        or to the Depositor the doing of such things and the execution of such
        instruments either in the name of the Trust or the names of the Trustees
        or
        otherwise as the Trustees may deem expedient, to the extent such delegation
        is
        not prohibited by applicable law or contrary to the provisions of this Trust
        Agreement.

      


      
        	 	
                SECTION
                  8.9

              	
                May
                  Hold Securities.

              


      

      


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

      


      
        	 	
                SECTION
                  8.10

              	
                Compensation;
                  Reimbursement; Indemnity. 

              


      

      


      The
        Depositor agrees:

      


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

      


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


      
        
          
          

        

        
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      (c)    to
        the
        fullest extent permitted by applicable law, to indemnify and hold harmless
        (i)
        each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer, director,
        shareholder, employee, representative or agent of any Trustee or any Affiliate
        of any Trustee and (iv) any employee or agent of the Trust (referred to herein
        as an “Indemnified Person”) from and against any loss, damage, liability, tax
        (other than income, franchise or other taxes imposed on amounts paid pursuant
        to
Section
        8.10(a)
        or
(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 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 or 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.


      
        
          
          

        

        
          -48-

          
            

          

        

        
          
          

        

      


      (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.


      
        
          
          

        

        
          -49-

          
            

          

        

        
          
          

        

      


      
        	 	
                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

              	
                Trustees
                  Not Individually Responsible for Recitals and
                  Representations.

              


      

      


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

      


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


      
        
          
          

        

        
          -50-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  8.15

              	
                Property
                  Trustee May File Proofs of
                  Claim.

              


      

      


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

      


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

      


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

      


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

      


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

      


      
        	 	
                SECTION
                  8.16

              	
                Reports
                  to the Property Trustee.

              


      

      


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


      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          

        

      


      (b)    The
        Depositor shall furnish (i) to the Property Trustee; (ii) to the Purchaser
        at
        2107 Wilson Blvd., Suite 450, Arlington, VA 22201, Attention: Robert Hurley,
        Chief Financial Officer, (or at such other address as designated by Purchaser)
        and (iii) any Owner of the Preferred Securities reasonably identified to
        the
        Depositor and the Trust (which identification may be made either by such
        Owner
        or by Purchaser) a duly completed and executed certificate substantively
        and
        substantially in the form attached hereto as Exhibit
        F,
        including the financial statements referenced in such Exhibit, which certificate
        and financial statements shall be so furnished by the Depositor not later
        than
        forty five (45) days after the end of each of the first three fiscal quarters
        of
        each fiscal year of the Depositor and not later than ninety (90) days after
        the
        end of each fiscal year of the Depositor.

      


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

      


      ARTICLE
        IX


      TERMINATION,
        LIQUIDATION AND MERGER

       

      
        
          	 	
                  SECTION
                    9.1

                	
                  Dissolution
                    Upon Expiration Date.

                


        

        


        Unless
          earlier dissolved, the Trust shall automatically dissolve on May 25, 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 and in accordance
        with
        written instructions of the Administrative Trustees, 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.


      
        
          
          

        

        
          -52-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  9.3

              	
                Termination.

              


      

      


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

      


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

      


      
        	 	
                SECTION
                  9.4

              	
                Liquidation.

              


      

      


      (a)    If
        an
        Early Termination Event specified in Section
        9.2(a),
        (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 Administrative Trustees 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.


      
        
          
          

        

        
          -53-

          
            

          

        

        
          
          

        

      


      (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 Administrative Trustees
        in
        such manner as the Administrative Trustees determine. In such event, Holders
        will be entitled to receive out of the assets of the Trust available for
        distribution to Holders, after satisfaction of liabilities to creditors of
        the
        Trust as provided by applicable law, an amount equal to the Liquidation Amount
        per Trust Security plus accumulated and unpaid Distributions thereon to the
        date
        of payment (such amount being the “Liquidation
        Distribution”).
        If,
        upon any such winding up the Liquidation Distribution can be paid only in
        part
        because the Trust has insufficient assets available to pay in full the aggregate
        Liquidation Distribution, then, subject to the next succeeding sentence,
        the
        amounts payable by the Trust on the Trust Securities shall be paid on a
pro
        rata
        basis
        (based upon Liquidation Amounts). The Holder of the Common Securities will
        be
        entitled to receive Liquidation Distributions upon any such winding up
pro
        rata (based
        upon Liquidation Amounts) with Holders of all Trust Securities, except that,
        if
        an Event of Default has occurred and is continuing, the Preferred Securities
        shall have a priority over the Common Securities as provided in Section
        4.3.

      


      
        	 	
                SECTION
                  9.5

              	
                Mergers,
                  Consolidations, Amalgamations or Replacements of
                  Trust.

              


      

      


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

      


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

      


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


      
        
          
          

        

        
          -54-

          
            

          

        

        
          
          

        

      


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

      


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

      


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

      


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

      


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

      


      (h)    the
        Depositor or its permitted transferee owns all of the common securities of
        such
        successor entity.

      


      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.


      
        
          
          

        

        
          -55-

          
            

          

        

        
          
          

        

      


      ARTICLE
        X


      MISCELLANEOUS
        PROVISIONS

      


      
        	 	
                SECTION
                  10.1

              	
                Limitation
                  of Rights of Holders.

              


      

      


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

      


      
        	 	
                SECTION
                  10.2

              	
                Agreed
                  Tax Treatment of Trust and Trust
                  Securities.

              


      

      


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

      


      
        	 	
                SECTION
                  10.3

              	
                Amendment.

              


      

      


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

      


      (b)    Except
        as
        provided in Section
        10.3(c),
        any
        provision of this Trust Agreement may be amended by the Property Trustee,
        the
        Administrative Trustees and the Holder of all of the Common Securities and
        with
        (i) the consent of Holders of at least a Majority in Liquidation Amount of
        the
        Preferred Securities and (ii) receipt by the Trustees of an Opinion of Counsel
        to the effect that such amendment or the exercise of any power granted to
        the
        Trustees in accordance with such amendment will not cause the Trust to be
        taxable as a corporation or classified as other than a grantor trust for
        United
        States federal income tax purposes or affect the treatment of the Notes as
        indebtedness of the Depositor for United States federal income tax purposes
        or
        affect the Trust’s exemption from status (or from any requirement to register)
        as an “investment company” under the Investment Company Act. In addition to and
        subject to the foregoing, the Distribution Dates, Redemption Date and Stated
        Maturity (as defined in the Indenture) with respect to the Preferred Securities
        or a portion of the Preferred Securities shall be conformed in connection
        with
        any modification of the Interest Payment Date, Redemption Date or Stated
        Maturity of the Junior Subordinated Notes made by the Company and the Trust
        at
        the direction of the Purchaser as set forth in Section 6(m) of the Purchase
        Agreement; provided,
        that
        all reasonable expenses in connection with such modification shall be paid
        by
        the Purchaser (or any successor to the Purchaser’s interest in the Preferred
        Securities directing such modification). If, at the time the Purchaser or
        such
        successor elects to exercise such right, the Trust Agreement has not been
        so
        amended, the Property Trustee, the Administrative Trustees, the Holder of
        all of
        the Common Securities and each Holder of Preferred Securities each agrees,
        without prejudice to Section 10.3(f), to use commercially reasonable efforts
        to
        so amend the Trust Agreement upon such election.


      
        
          
          

        

        
          -56-

          
            

          

        

        
          
          

        

      


      (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
        10.3(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 Officers’
Certificate stating that any amendment to this Trust Agreement is in compliance
        with this Trust Agreement and all conditions precedent herein provided for
        relating to such action have been met.


      
        
          
          

        

        
          -57-

          
            

          

        

        
          
          

        

      


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

      


      
        	 	
                SECTION
                  10.4

              	
                Separability.

              


      

      


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

      


      
        	 	
                SECTION
                  10.5

              	
                Governing
                  Law.

              


      

      


      THIS
        TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
        TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
        AND
        THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
        GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS
        OF LAWS PROVISIONS. PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE
        TO THE
        PARTIES HEREUNDER OR THIS TRUST AGREEMENT ANY PROVISION OF THE LAWS (COMMON
        OR
        STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS THAT RELATE TO OR
        REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF, (A) THE FILING
        WITH
        ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE ACCOUNTS OR SCHEDULES
        OF
        TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE REQUIREMENTS TO POST BONDS FOR
        TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (C) THE NECESSITY FOR
        OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL CONCERNING THE ACQUISITION,
        HOLDING OR DISPOSITION OF REAL OR PERSONAL PROPERTY, (D) FEES OR OTHER SUMS
        PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A TRUST, (E) THE
        ALLOCATION OF RECEIPTS AND EXPENDITURES TO INCOME OR PRINCIPAL, (F) RESTRICTIONS
        OR LIMITATIONS ON THE PERMISSIBLE NATURE, AMOUNT OR CONCENTRATION OF TRUST
        INVESTMENTS OR REQUIREMENTS RELATING TO THE TITLING, STORAGE OR OTHER MANNER
        OF
        HOLDING OR INVESTING TRUST ASSETS OR (G) THE ESTABLISHMENT OF FIDUCIARY OR
        OTHER
        STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES
        THAT ARE INCONSISTENT WITH THE LIMITATIONS OR AUTHORITIES AND POWERS OF THE
        TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS AGREEMENT. SECTION
        3540 OF
        TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE TRUST. The parties hereto
        hereby consent to (i) the non-exclusive jurisdiction of the courts of the
        State
        of Delaware and any Federal court sitting in Wilmington, Delaware, and (ii)
        service of process by certified mail. The foregoing shall not preclude any
        party
        from bringing an action in any other jurisdiction or from serving process
        in any
        other legal means.


      
        
          
          

        

        
          -58-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  10.6

              	
                Successors.

              


      

      


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

      


      
        	 	
                SECTION
                  10.7

              	
                Headings.

              


      

      


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

      


      
        	 	
                SECTION
                  10.8

              	
                Reports,
                  Notices and Demands.

              


      

      


      (a)    Any
        report, notice, demand or other communication that by any provision of this
        Trust Agreement is required or permitted to be given or served to or upon
        any
        Holder or the Depositor may be given or served in writing delivered in person,
        or by reputable, overnight courier, by telecopy or by deposit thereof,
        first-class postage prepaid, in the United States mail, addressed, (a) in
        the
        case of a Holder of Preferred Securities, to such Holder as such Holder’s name
        and address may appear on the Securities Register; and (b) in the case of
        the
        Holder of all the Common Securities or the Depositor, to Resource Capital
        Corp.,
        712 Fifth Avenue, 10th
        Floor,
        New York, New York 10019, Attention: Thomas Elliott, 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. Such report, notice, demand or other communication to or upon a
        Holder
        or the Depositor shall be deemed to have been given when received in person,
        within one (1) Business Day following delivery by overnight courier, when
        telecopied with receipt confirmed, or within three (3) Business Days following
        delivery by mail, except that if a notice or other document is refused delivery
        or cannot be delivered because of a changed address of which no notice was
        given, such notice or other document shall be deemed to have been delivered
        on
        the date of such refusal or inability to deliver.

      


      (b)    Any
        notice, demand or other communication that by any provision of this Trust
        Agreement is required or permitted to be given or served to or upon the Property
        Trustee, the Delaware Trustee, the Administrative Trustees or the Trust shall
        be
        given in writing by deposit thereof, first-class postage prepaid, in the
        U.S.
        mail, personal delivery or facsimile transmission, addressed to such Person
        as
        follows: (i) with respect to the Property Trustee to 919 North Market Street,
        Suite 700, Wilmington, Delaware 19801, facsimile no. (302) 575-2006, (ii)
        with
        respect to the Delaware Trustee, to 919 North Market Street, Suite 700,
        Wilmington, Delaware 19801, facsimile no. (302) 575-2006; (iii) with respect
        to
        the Administrative Trustees, to them at the address above for notices to
        the
        Depositor, marked “Attention: Administrative Trustees of Resource Capital Trust
        I”, and (iv) with respect to the Trust, to its principal executive office
        specified in Section
        2.2,
        with a
        copy to the Property Trustee. Such notice, demand or other communication
        to or
        upon the Trust, the Property Trustee or the Administrative Trustees shall
        be
        deemed to have been sufficiently given or made only upon actual receipt of
        the
        writing by the Trust, the Property Trustee or the Administrative
        Trustees.


      
        
          
          

        

        
          -59-

          
            

          

        

        
          
          

        

      


      
        	 	
                SECTION
                  10.9

              	
                Agreement
                  Not to Petition.

              


      

      


      Each
        of
        the Trustees and the Depositor agree for the benefit of the Holders that,
        until
        at least one year and one day after the Trust has been terminated in accordance
        with Article
        IX,
        they
        shall not file, or join in the filing of, a petition against the Trust under
        any
        Bankruptcy Law or otherwise join in the commencement of any proceeding against
        the Trust under any Bankruptcy Law. If the Depositor takes action in violation
        of this Section
        10.9,
        the
        Property Trustee agrees, for the benefit of Holders, that at the expense
        of the
        Depositor, it shall file an answer with the applicable bankruptcy court or
        otherwise properly contest the filing of such petition by the Depositor against
        the Trust or the commencement of such action and raise the defense that the
        Depositor has agreed in writing not to take such action and should be estopped
        and precluded therefrom and such other defenses, if any, as counsel for the
        Property Trustee or the Trust may assert.

      


      SECTION
        10.10 Counterparts.
        This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.

      


      [REMAINDER
        OF THIS PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          -60-

          
            

          

        

        
          
          

        

      


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

      


      
        	 	 	 	
                RESOURCE
                  CAPITAL CORP.,

              
	 	 	 	
                as
                  Depositor

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                By:

              	 

	 	 	 	
                Name:
                  

              
	 	 	 	
                Title:
                  

              
	 	 	 	 	 
	 	 	 	 	 
	
                WELLS
                  FARGO BANK, N.A.,

              	 	
                WELLS
                  FARGO DELAWARE TRUST 

              
	
                 

              	 	 	
                COMPANY,
                  

              
	
                as
                  Property Trustee

              	 	
                as
                  Delaware Trustee

              
	
                 

              	 	 	 	 
	 	 	 	 	 
	
                By:

              	 
	 	
                By:

              	 

	
                Name:
                  

              	 	
                Name:
                  

              
	
                Title:
                  

              	 	
                Title:
                  

              
	 	 	 	 	 
	 	 	 	 	 
	 
	 	 

	
                Administrative
                  Trustee

              	 	
                Administrative
                  Trustee

              
	
                Name:
                  Thomas C. Elliott

              	 	
                Name:
                  Steven J. Kessler 

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 
	
                Administrative
                  Trustee

              	 	 	 
	
                Name:
                  Michael S. Yecies 

              	 	 	 


      

      


      Amended
        and Restated Trust Agreement


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A


      


      CERTIFICATE
        OF TRUST

      


      OF

      


      RESOURCE
        CAPITAL TRUST I

      


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

      


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

      


      2.    Delaware
        Trustee.
        The name
        and business address of the trustee of the Trust with its principal place
        of
        business in the State of Delaware are Wells Fargo Delaware Trust Company,
        919
        North Market Street, Suite 700, Wilmington, Delaware 19801.

      


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

      


      IN
        WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust
        in
        accordance with Section 3811(a)(1) of the Act.

      


      
        	 	
                Wells
                  Fargo Delaware Trust Company, not in its individual capacity, but
                  solely
                  as Delaware Trustee

              
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	 	
                Name:
                  

              
	 	 	 
	 	 	
                Title:

              


      


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      Exhibit
        B


      


      [FORM
        OF
        COMMON SECURITIES CERTIFICATE]

      


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

      


      
        	
                Certificate
                  Number

              	
                Number
                  of Common Securities

              
	 	 
	
                C-__

              	
                774

              


      

      


      Certificate
        Evidencing Common Securities

      


      RESOURCE
        CAPITAL TRUST I

      


      Common
        Securities

      


      (liquidation
        amount $1,000 per Common Security)

      


      Resource
        Capital Trust I, a statutory trust created under the laws of the State of
        Delaware (the "Trust"), hereby certifies that Resource Capital Corp., a Maryland
        corporation (the "Holder") is the registered owner of Seven Hundred Seventy
        Four
        (774) common securities of the Trust representing undivided common beneficial
        interests in the assets of the Trust and designated the Resource Capital
        Trust I
        Common Securities (liquidation amount $1,000 per Common Security) (the "Common
        Securities"). Except in accordance with Section
        5.11
        of the
        Trust Agreement (as defined below), the Common Securities are not transferable
        and, to the fullest extent permitted by law, any attempted transfer hereof
        other
        than in accordance therewith shall be void. The designations, rights,
        privileges, restrictions, preferences and other terms and provisions of the
        Common Securities are set forth in, and this certificate and the Common
        Securities represented hereby are issued and shall in all respects be subject
        to
        the terms and provisions of, the Amended and Restated Trust Agreement of
        the
        Trust, dated as of May 25, 2006, as the same may be amended from time to
        time
        (the "Trust
        Agreement"),
        among
        Resource Capital Corp., as Depositor, Wells Fargo Bank, N.A., as Property
        Trustee, Wells Fargo Delaware Trust Company, as Delaware Trustee, the
        Administrative Trustees named therein and the Holders, from time to time,
        of
        Trust Securities. The Trust will furnish a copy of the Trust Agreement to
        the
        Holder without charge upon written request to the Trust at the Corporate
        Trust
        Office.

      


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

      


      This
        Common Securities Certificate shall be governed by and construed in accordance
        with the laws of the State of Delaware without reference to its conflicts
        of law
        provisions.

      


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


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed
        on
        behalf of the Trust this certificate this 25th
        day of
        May, 2006.

      


      
        	 	
                RESOURCE
                  CAPITAL TRUST I

              
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	 	
                Name:
                  

              
	 	 	 
	 	 	
                Administrative
                  Trustee

              


      


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      Exhibit
        C

      


      [FORM
        OF PREFERRED SECURITIES CERTIFICATE]

      


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

      


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

      


      THE
        HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES
        FOR
        THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT (A) SUCH PREFERRED SECURITIES
        MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE TRUST OR
        (II) TO
        A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED PURCHASER" (AS
        DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED),
        AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES
        FROM IT
        OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      


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


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      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,
        INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE
        I OF
        THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
        OR
        SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
        (EACH
        A "PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
        OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS"
        OF
        ANY PLAN MAY ACQUIRE OR HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN.
        ANY PURCHASER OR HOLDER OF THE PREFERRED SECURITIES OR ANY INTEREST THEREIN
        WILL
        BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT
        IS NOT
        AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR
        A PLAN
        TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON
        ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON
        OR
        ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
        PURCHASE.

      


      THIS
        OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
        AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
        CORPORATION (THE "FDIC").


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

      


      
        	
                Certificate
                  Number ___

              	
                $25,000,000
                  Aggregate Liquidation
                  Amount

              


      

      


      25,000
        Preferred Securities

      


      CUSIP
        NO.

      


      761201
        30 0

      


      Certificate
        Evidencing Preferred Securities

      


      RESOURCE
        CAPITAL TRUST I

      


      Preferred
        Securities

      


      (liquidation
        amount $1,000 per Preferred Security)

      


      Resource
        Capital Trust I, a statutory trust created under the laws of the State of
        Delaware (the "Trust"), hereby certifies that ____________(the "Holder")
        is the
        registered owner of Twenty Five Thousand (25,000) Preferred Securities
        [if
        the Preferred Security is a Global Security, then insert—
or
        such
        other number of Preferred Securities represented hereby as may be set forth
        in
        the records of the Securities Registrar hereinafter referred to in accordance
        with the Trust Agreement (as defined below)] of the Trust representing an
        undivided preferred beneficial interest in the assets of the Trust and
        designated the Resource Capital Trust I Preferred Securities, (liquidation
        amount $1,000 per Preferred Security) (the "Preferred
        Securities").
        Subject to the terms of the Trust Agreement (as defined below), the Preferred
        Securities are transferable on the books and records of the Trust, in person
        or
        by a duly authorized attorney, upon surrender of this certificate duly endorsed
        and in proper form for transfer as provided in Section
        5.7
        of the
        Trust Agreement (as defined below). The designations, rights, privileges,
        restrictions, preferences and other terms and provisions of the Preferred
        Securities are set forth in, and this certificate and the Preferred Securities
        represented hereby are issued and shall in all respects be subject to the
        terms
        and provisions of, the Amended and Restated Trust Agreement of the Trust,
        dated
        as of May 25, 2006, as the same may be amended from time to time (the "Trust
        Agreement"), among Resource Capital Corp., as Depositor, Wells Fargo Bank,
        N.A.,
        as Property Trustee, Wells Fargo Delaware Trust Company, as Delaware Trustee,
        the Administrative Trustees named therein and the Holders, from time to time,
        of
        Trust Securities. The Trust will furnish a copy of the Trust Agreement to
        the
        Holder without charge upon written request to the Property Trustee at its
        Corporate Trust Office.

      


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

      


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

      


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


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed
        on
        behalf of the Trust this certificate this 25th
        day of
        May, 2006.

       

      


      
        	 	
                RESOURCE
                  CAPITAL TRUST I

              
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:
                  

              
	 	 	
                Administrative
                  Trustee

              


      

       

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

      


      Dated:
        May 25, 2006

      


      
        	 	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Property
                  Trustee

              
	 	 	 	 
	 	
                By:

              	 

	 	 	
                Name:
                  

              	 

	 	 	
                Title:
                  

              	 



      

       

      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      


      [FORM
        OF REVERSE OF SECURITY]

      


      The
        Trust
        promises to pay Distributions from May 25, 2006, or from the most recent
        Distribution Date to which Distributions have been paid or duly provided
        for,
        quarterly in arrears on March 30, June 30, September 30 and December 30 of
        each
        year, commencing on June 30, 2006, at a variable rate, reset quarterly, equal
        to
        LIBOR plus 3.95% per annum of the Liquidation Amount of the Preferred Securities
        represented by this Preferred Securities Certificate, together with any
        Additional Interest Amounts, in respect to such period.

      


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

      


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

      


      During
        any Event of Default, Depositor shall not (i) declare or pay any dividends
        or
        distributions on, or redeem, purchase, acquire or make a liquidation payment
        with respect to, any of the Depositor's capital stock or (ii) make any payment
        of principal of or any interest or premium, if any, on or repay, repurchase
        or
        redeem any debt securities of the Depositor that rank pari
        passu
        in all
        respects with or junior in interest to the Notes (other than (a) repurchases,
        redemptions or other acquisitions of shares of capital stock of the Depositor
        in
        connection with (1) any employment contract, benefit plan or other similar
        arrangement with or for the benefit of any one or more employees, officers,
        directors or consultants, (2) a dividend reinvestment or stockholder stock
        purchase plan or (3) the issuance of capital stock of the Depositor (or
        securities convertible into or exercisable for such capital stock) as
        consideration in an acquisition transaction entered into prior to the applicable
        Event of Default, (b) as a result of an exchange or conversion of any class
        or
        series of the Depositor's capital stock (or any capital stock of a Subsidiary
        (as defined in the Indenture) of the Depositor) for any class or series of
        the
        Depositor's capital stock or of any class or series of the Depositor's
        indebtedness for any class or series of the Depositor's capital stock, (c)
        the
        purchase of fractional interests in shares of the Depositor's capital stock
        pursuant to the conversion or exchange provisions of such capital stock or
        the
        security being converted or exchanged, (d) any declaration of a dividend
        in
        connection with any Rights Plan (as defined in the Indenture), the issuance
        of
        rights, stock or other property under any Rights Plan, or the redemption
        or
        repurchase of rights pursuant thereto or (e) any dividend in the form of
        stock,
        warrants, options or other rights where the dividend stock or the stock issuable
        upon exercise of such warrants, options or other rights is the same stock
        as
        that on which the dividend is being paid or ranks pari
        passu
        with or
        junior to such stock).

      


      On
        each
        Note Redemption Date, on the stated maturity (or any date of principal repayment
        upon early maturity) of the Notes and on each other date on (or in respect
        of)
        which any principal on the Notes is repaid, the Trust will be required to
        redeem
        a Like Amount of Trust Securities at the Redemption Price. Under the Indenture,
        the Notes may be redeemed by the Depositor on any Interest Payment Date,
        the
        Depositor's option, on or after June 30, 2011 in whole or in part from time
        to
        time at the Optional Note Redemption Price of the principal amount thereof
        or
        the redeemed portion thereof, as applicable, together, in the case of any
        such
        redemption, with accrued interest, including an additional Interest, to but
        excluding the date fixed for redemption. The Notes may also be redeemed by
        the
        Depositor, at its option, at any time, in whole but not in part, upon the
        occurrence of an Investment Company Event or a Tax Event at the Special Note
        Redemption Price; and provided,
        further,
        that
        such Investment Company Event or a Tax Event is continuing on the Redemption
        Date.


      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      


      The
        Trust
        Securities redeemed on each Redemption Date shall be redeemed at the Redemption
        Price with the proceeds from the contemporaneous redemption or payment at
        maturity of Notes. Redemptions of the Trust Securities (or portion thereof)
        shall be made and the Redemption Price shall be payable on each Redemption
        Date
        only to the extent that the Trust has funds then on hand and available in
        the
        Payment Account for the payment of such Redemption Price.

      


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

      


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


      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

      


      FOR
        VALUE
        RECEIVED, the undersigned assigns and transfers this Preferred Securities
        Certificate to:

      
 

      (Insert
        assignee's social security or tax identification number)

       

      (Insert
        address and zip code of assignee)

       

      and
        irrevocably appoints

       

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

      


      Date:
        _____________________________

      


       

      Signature:
        _____________________________________________________________________________


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

      


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


      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      


      Exhibit
        D

      


      Junior
        Subordinated Indenture


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


      Exhibit
        E

      


      Form
        of Transferee Certificate

      


      to
        be Executed by Transferees

      


      Wells
        Fargo Bank, N.A.

      919
        North
        Market Street

      Suite
        700

      Wilmington,
        Delaware 19801

      Attention:
        _______________

      


      Resource
        Capital Trust I

      712
        Fifth
        Avenue, 10th
        Floor

      New
        York,
        New York 10019

       

      

        
          	 	
                  Re:

                	
                  Purchase
                    of $_____ stated liquidation amount of


                


        

      

      
        	 	 	
                Preferred
                  Securities (the "Preferred Securities") of Resource Capital Trust
                  I

              


      

      


      Ladies
        and Gentlemen:

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      5.     We
        acknowledge that we are not a fiduciary of (i) an employee benefit, individual
        retirement account or other plan or arrangement subject to Title I of the
        Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
        Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code")
        (each
        a "Plan"); or (ii) an entity whose underlying assets include "plan assets"
        by
        reason of any Plan's investment in the entity, and are not purchasing any
        of the
        Offered Securities on behalf of or with "plan assets" by reason of any Plan's
        investment in the entity.

      


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

      


      
        	 	
                (Name
                  of Purchaser)

              
	 	 	 
	 	
                By:

              	 

	 	 	 
	 	
                Date:

              	 



      

      


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

      


      Name:
        

      


      Address: _______________

      


      Taxpayer
        ID Number: _______________


      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      


      Exhibit
        F


      


      Officer's
        Financial Certificate

      


      The
        undersigned, the [Chairman/Vice Chairman/Chief Executive Officer/President/Vice
        President/Chief Financial Officer/Treasurer/Assistant Treasurer], hereby
        certifies pursuant to Section 8.16(b) of the Amended and Restated Trust
        Agreement, dated as of May 25, 2006 (the "Trust Agreement"), among Resource
        Capital Corp. (the "Company"), Wells Fargo Bank, N.A., as property trustee,
        Wells Fargo Delaware Trust Company, as Delaware trustee, and the administrative
        trustees named therein, that, as of [date], [20__], the Company had the
        following ratio and balances:

      


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

       

      
        
          
            	
                    Senior
                      secured indebtedness for borrowed money ("Debt")

                  	
                    $

                  	 	 
	 	 	
                     

                  	 
	
                    Senior
                      unsecured Debt

                  	
                    $

                  	 	
                     

                  
	 	 	 	 
	
                    Subordinated
                      Debt

                  	
                    $

                  	 	 
	 	 	 	 
	
                    Total
                      Debt

                  	
                    $

                  	 	 
	 	 	 	 
	
                    Ratio
                      of (x) senior secured and unsecured Debt to (y) total Debt

                  	 	 	
                    %

                  


          

        

      

       

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

      


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

      


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

      


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

      


      IN
        WITNESS WHEREOF, the undersigned has executed this Officer's Financial
        Certificate as of this 25th
        day of
        May, 2006.

      


      
        	 	
                RESOURCE
                  CAPITAL CORP.

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	 	 
	 	 	 
	 	
                712
                  Fifth Avenue

              
	 	
                10th
                  Floor

              
	 	
                New
                  York, New York 10019

              


      

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      Schedule
        A

      


      DETERMINATION
        OF LIBOR

      


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

      


      (1)     On
        the
        second LIBOR Business Day (as defined below) prior to a Distribution Date
        (except with respect to the first interest payment period, such date shall
        be
        May 25, 2006) (each such day, a “LIBOR
        Determination Date”),
        LIBOR
        for any given security shall for the following interest payment period equal
        the
        rate, as obtained by the Calculation Agent from Bloomberg Financial Markets
        Commodities News, for three-month Eurodollar deposits that appears on Dow
        Jones
        Telerate Page 3750 (as defined in the International Swaps and Derivatives
        Association, Inc. 2000 Interest Rate and Currency Exchange Definitions),
        or such
        other page as may replace such Page 3750, as of 11:00 a.m. (London time)
        on such
        LIBOR Determination Date.

      


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

      


      (3)     As
        used
        herein: “Reference
        Banks”
means
        four major banks in the London interbank market selected by the Calculation
        Agent; and “LIBOR
        Business Day”
means
        a
        day on which commercial banks are open for business (including dealings in
        foreign exchange and foreign currency deposits) in London.