INDENTURE

Exhibit 4.1

NRFC NNN HOLDINGS, LLC

11.50% EXCHANGEABLE SENIOR NOTES DUE 2013

INDENTURE

DATED AS OF MAY 28, 2008

NORTHSTAR REALTY FINANCE CORP.,

NORTHSTAR REALTY FINANCE LIMITED PARTNERSHIP,

and

NRFC SUB-REIT CORP.,

as Guarantors,

WILMINGTON TRUST COMPANY,

as Trustee

TABLE OF CONTENTS

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THIS INDENTURE dated as of May 28, 2008 is by and among NRFC NNN Holdings, LLC, a Delaware limited liability company (the “ Issuer ”), NorthStar Realty Finance Corp., a Maryland corporation (“ NRF ”), NorthStar Realty Finance Limited Partnership, a Delaware limited partnership (“ NRF LP ”) and NRFC Sub-REIT Corp., a Maryland corporation (“Sub-REIT”), as Guarantors (each of NRF, NRF LP and Sub-REIT, a “ Guarantor ” and, together, the “ Guarantors ”), and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the “ Trustee ”).

RECITALS

The Issuer has duly authorized the creation of an issue of its 11.50% Exchangeable Senior Notes due 2013 of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture.

Each Guarantor has duly authorized the creation of an irrevocable and unconditional guarantee of the Securities of substantially the tenor and amount hereinafter set forth, and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture and of the Guarantee provided for herein.

All things necessary to make the Securities, when duly executed by the Issuer and authenticated and delivered hereunder, and the Guarantees (as defined herein), when duly executed by each Guarantor, and delivered hereunder, and the Securities and the Guarantees duly issued by the Issuer and each Guarantor, the obligations of the Issuer and each Guarantor, and to make this Indenture a valid agreement of the Issuer and each Guarantor, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.       Definitions .

“ ADS Property ” means the Property located at 3100 Easton Square Place, Columbus, Ohio.

“ Affiliate ” means, with respect to any specified person, 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 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.

“ Agent ” means any Registrar, Paying Agent or Exchange Agent.

“ Aggregate Realized Property Net Cash Flow ” means, for any period, the aggregate Realized Property Net Cash Flow from all the Properties during such period.

“ Applicable Exchange Measurement Period ” means (i) for Securities that are exchanged on or after the 23 ^rd  Scheduled Trading Day prior to the Final Maturity Date, the 20 consecutive Trading Day period beginning on the third trading day following the 23 ^rd  Scheduled Trading Day prior to the Final Maturity Date, and (ii) in all other cases, the 20 consecutive Trading Day period commencing on the third Trading Day following the Exchange Date.

“ Applicable Exchange Rate ” means, as of any Trading Day, the Exchange Rate in effect on such date, after giving effect to any adjustment provided under Sections 4.03 and 4.04 hereof.

“ Applicable Procedures ” means, with respect to any transfer or exchange of beneficial ownership interests in a Global Security, the rules and procedures of the Depositary, to the extent applicable to such transfer or exchange.

“ Asset Transfer Sub Account ” means the sub-account of the Operating Account referred to as the “Asset Transfer Sub Account.”

“ Board of Directors ” means the board of directors of NRF or a committee of such board duly authorized to act on its behalf hereunder; provided , that in the definition of the term “Change in Control”, Board of Directors means the Board of Directors of NRF.

“ Business Day ” means, with respect to any Security, each Monday, Tuesday, Wednesday, Thursday and Friday, other than a day on which banking institutions in The City of New York are authorized or obligated by law or executive order to close.

“ Capital Expenditures ” means any costs or expenses that are required to be capitalized according to GAAP.

“ Capital Stock ” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, but excluding any debt securities convertible into such equity.

“ cash ” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“ Cash Equivalents ” means any of the following (including investments for which the Trustee or its Affiliates provides services and charges and collects a fee for such services):  (i) marketable securities issued by the United States Government and supported by the full faith and credit of the United States Treasury, either by statute or an opinion of the Attorney General of the United States; (ii) marketable debt securities, rated Aaa by Moody’s and/ or AAA by Standard & Poor’s, issued by United States government-sponsored enterprises, United States Federal agencies, United States Federal financing banks, and international institutions whose capital stock has been subscribed for by the United States; (iii) certificates of deposit, time deposits, and bankers acceptances of any bank or trust company incorporated under the laws of

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the United States or any state, provided that, at the date of acquisition, such investment, and/or the commercial paper or other short term debt obligation of such bank or trust company has a short-term credit rating or ratings from Moody’s and/or Standard & Poor’s, each at least P-1 or A-1; (iv) commercial paper of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition is rated by Moody’s and/or Standard & Poor’s, provided each such credit rating is at least P-1 and/or A-1; and (v) money market mutual funds that are registered with the SEC under the Investment Company Act of 1940, as amended, and operated in accordance with Rule 2a-7 and that at the time of such investment are rated Aaa by Moody’s and/or AAAm by Standard & Poor’s.

“ Cash Flow Sub Account ” means the sub-account of the Operating Account referred to as the “Cash Flow Sub-Account.”

“ CDO Subsidiary ” means any Subsidiary of the Issuer or a Guarantor which is an issuer of collateralized debt obligations.

“ Certificated Security ” means a Security that is in substantially the form attached as Exhibit A but that does not include the information or the schedule called for by footnote 1 thereof.

“ Change in Control ” means the occurrence at any time any of any of the following events:

(1)           consummation of any transaction or event (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization, reclassification, combination, merger of the Issuer or any sale, lease or other transfer of all or substantially all of the consolidated assets of NRF and its consolidated subsidiaries) or a series of related transactions or events pursuant to which the Common Stock is exchanged for, converted into or constitutes solely the right to receive cash, securities or other property more than 10% of which consists of cash, securities or other property that are not, or upon issuance will not be, traded on a national securities exchange;

(2)           any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than the Guarantors, the Issuer or any majority-owned subsidiary of the Issuer or of the Guarantors, is or becomes the beneficial owner (as such term is defined for purposes of Section 13(d)(3) under the Exchange Act), directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of the capital stock of NRF then outstanding entitled to vote generally in elections of directors;

(3)           during any period of 12 consecutive months after the date of this Indenture persons who at the beginning of such 12-month period constituted the Board of Directors (together with any new persons whose election was approved by a vote of a majority of the persons then still comprising the Board of Directors who were either members of the Board of Directors at the beginning of such period or whose election, designation or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors, then in office;

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(4)           the Common Stock (or other Capital Stock or securities into which the Securities are then exchangeable) ceases to be listed on a U.S. national securities exchange for 30 consecutive days;

(5)           NRF (or any successor thereto permitted pursuant to the terms of this Indenture) ceases to be the direct or indirect controlling parent of the Issuer or otherwise ceases to control the Issuer; or

(6)           the members of the Issuer, shareholders of NRF or the equity holders of any other Guarantor approve any plan or proposal for the liquidation of the Issuer, NRF, NRF LP or Sub-REIT.

Notwithstanding the foregoing, even if any of the events specified in the preceding clauses (1) through (6) have occurred, a Change in Control will not be deemed to have occurred and the Issuer shall not be required to deliver a notice incidental thereto if either:

(A)          the Closing Sale Price per share of Common Stock for any five Trading Days within (i) the period of 10 consecutive Trading Days ending immediately after the later of the Change in Control or the public announcement of the Change in Control, in the case of a Change in Control relating to an acquisition of Capital Stock, or (ii) the period of 10 consecutive Trading Days ending immediately after the Change in Control, in the case of a Change in Control relating to a merger, consolidation or asset sale, equals or exceeds 105% of the Exchange Price in effect on each of those Trading Days; provided , however , that the exception to the definition of “Change in Control” specified in this clause (A) shall not apply in the context of a Change in Control for purposes of Section 4.01(b)(v) or 4.03; or

(B)           at least 90% of the consideration (excluding cash payments for fractional shares and cash payments made pursuant to dissenters’ appraisal rights) in a merger, consolidation or other transaction otherwise constituting a Change in Control consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on a U.S. national securities exchange or quoted on an established automated over-the-counter trading market in the United States (or will be so traded or quoted immediately following such merger, consolidation or other transaction) and as a result of the merger, consolidation or other transaction the Securities become exchangeable for such shares of common stock, depositary receipts or other certificates representing common equity interests.

For the purposes of this definition, “person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

“ Change in Control Purchase Date ” has the meaning provided in Section 3.01(b) hereof.

“ Change in Control Purchase Notice ” has the meaning provided in Section 3.01(c) hereof.

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“ Change in Control Purchase Price ” of any Security, means 100% of the principal amount of the Security to be purchased plus accrued and unpaid interest, if any, to, but excluding, the Change in Control Purchase Date.

“ Closing Sale Price ” of the Common Stock or other Capital Stock or similar equity interests or other publicly traded securities on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on the principal U.S. securities exchange on which the Common Stock or such other Capital Stock or similar equity interests or other publicly traded securities are listed or, if the Common Stock or such other Capital Stock or similar equity interests or other publicly traded securities are not listed on a U.S. securities exchange, by the National Quotation Bureau Incorporated or another established over-the-counter trading market in the United States.  The Closing Sale Price shall be determined without regard to after-hours trading or extended market making.  In the absence of the foregoing, the Issuer shall determine the Closing Sale Price on such basis as it considers appropriate.

“ Collateral Accounts ” means, collectively (i) the Interest Reserve Account and (ii) the Operating Account.

“ Common Stock ” means, subject to Section 4.11, the common stock, par value $0.01 per share of NRF, at the date of this Indenture and any shares of any class or classes of Capital Stock of NRF resulting from any reclassification or reclassifications thereof, or, in the event of a merger, consolidation or other similar transaction involving NRF that is otherwise permitted hereunder in which NRF is not the surviving corporation, the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing common equity interests of such surviving corporation or its direct or indirect parent corporation, and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of NRF and which are not subject to redemption by NRF; provided , however , that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable on exchange of the Securities shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Issuer that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities having a maturity to June 15, 2011.

“ Comparable Treasury Price ” means, with respect to an Exchange Date, (1) the average of the Reference Treasury Dealer Quotations for such Exchange Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if fewer than three such Reference Treasury Dealer Quotations are reasonably obtainable, the average of all such quotations.

“ Control Agreements ” has the meaning provided in the Security Agreement.

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“ Corporate Trust Office ” means the office of the Trustee at which at any particular time the trust created by this Indenture shall be administered, which initially will be the office of Wilmington Trust Company located at Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, attention:  Kristin L. Moore – NRFC NNN Holdings, LLC Notes due 2013.

“ Cott Beverages Property ” means the Property located at 1002 Patriot Parkway, Reading, Pennsylvania.

“ Covance Property ” means the Property located at 8211 SciCor Drive, Indianapolis, Indiana.

“ Daily Exchange Value ” means, for each of the 20 consecutive Trading Days during the Applicable Exchange Measurement Period, one-twentieth (1/20) of the product of (1) the Applicable Exchange Rate and (2) the Daily VWAP of the Common Stock on such day.

“ Daily VWAP ” for the Common Stock means, for each of the 20 consecutive Trading Days during the Applicable Exchange Measurement Period, the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg (or any successor service) page NRF.N<equity>AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on such trading day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading Day as determined by the Board of Directors in good faith using a volume-weighted method or by a nationally recognized independent investment banking firm retained for this purpose by NRF).

“ Default ” means, when used with respect to the Securities, any event that is or, after notice or passage of time, or both, would be, an Event of Default.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Exchange Price ” per share of Common Stock as of any day means the result obtained by dividing (i) $1,000 by (ii) the then Applicable Exchange Rate, rounded to the nearest cent.

“ Ex-Dividend Date ” means the first date upon which a sale of shares of Common Stock does not automatically transfer the right to receive the relevant distribution from the seller of such shares of Common Stock to the buyer.

“ Final Maturity Date ” means June 15, 2013.

“ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time.

“ Global Security ” means a Security in global form that is in substantially the form attached as Exhibit A and that includes the information and schedule called for in footnote 1 thereof and which is deposited with the Depositary or its custodian and registered in the name of the Depositary or its nominee.

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“ GSA Property ” means the Property located at 2222 West 2300 Street, Salt Lake City, Utah.

“ Guarantee ” shall mean the unconditional guarantee of the payment of the principal of, or any premium or interest on, the Securities by the Guarantors, as more fully set forth in Article 13 hereof.

“ Guarantor ” or “ Guarantors ” shall mean each Person named as a “Guarantor” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person.

“ Holder ” means the person in whose name a Security is registered on the Registrar’s books.

“ Indebtedness ” means, as applied to any Person, (i) all indebtedness for borrowed money, (ii) that portion of obligations with respect to capital leases that, as of the date of the consummation of the lease in question, is properly classified as a liability on a balance sheet of such Person in conformity with GAAP, (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money, (iv) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) that would appear as liabilities on a balance sheet of such Person; provided, however , that this clause (iv) shall not apply to tenant improvement allowances and leasing brokerage commissions incurred in the ordinary course of business, (v) any of the foregoing indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, and (vi) guarantees of any of the foregoing indebtedness.

“ Indenture ” means this Indenture, as amended or supplemented from time to time pursuant to the terms hereof.

“ Initial Purchasers ” means Wachovia Capital Markets, LLC and JMP Securities LLC.

“ Interest Make-Whole Payment ” means , with respect to each $1,000 principal amount of Securities, a payment in cash by the Issuer equal to the sum of the present values of the scheduled payments of interest thereon through and including the Interest Payment Date on June 15, 2011, which interest would otherwise be paid but for a Holder’s exercise of its exchange right pursuant to Section 4.10(b)(i), discounted to the Exchange Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the U.S. Treasury Yield, and paid by the Issuer along with the other consideration received in connection with the exchange.

“ Interest Payment Date ” means June 15 and December 15 of each year, commencing December 15, 2008.

“ Interest Reserve Account ” means that certain account established on or before the date hereof with Wilmington Trust Company by the Trustee into which an amount equal to one semi-annual

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interest payment on the Securities shall be deposited concurrently with the initial issuance of the Securities, and any successor account established pursuant to this Indenture or the Security Agreement from time to time.

“ Issue Date ” of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the Security.

“ Issuer Request ” or “ Issuer Order ” means a written request or order (which may be in the form of a standing order or request) signed in the name of the Issuer by an Officer of Sub-REIT (in its capacity as managing member of the Issuer) and delivered to the Trustee.

“ Lease Termination Payment ” means, with respect to any Property, any payments made to the Property Owning Entity that holds an interest in such Property on account of the rejection, buy-out, termination, surrender or cancellation of any space lease for such Property (including in connection with any bankruptcy proceeding).

“ Lease Termination Payment Sub-Account ” means the sub-account of the Operating Account referred to as the “Lease Termination Payment Sub-Account.”

“ Lien ” means any lien, security interest, pledge, collateral assignment, deed of trust, mortgage, charge or other encumbrance (including any conditional sale or other title retention agreement, and any agreement to give any security interest) and any option, trust or preferential arrangement having the practical effect of any of the foregoing.

“ Liquidated Damages ” has the meaning provided in the Form of Note attached as Exhibit A hereto.

“ Market Disruption Event ” means the occurrence or existence for more than a one-half hour period in the aggregate on a Scheduled Trading Day for the Common Stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.

“ Measurement Period ” is the period from and including the 11 ^th Trading Day in a fiscal quarter up to but excluding the 11 ^th Trading Day of the following fiscal quarter.

“ Moody’s ” means Moody’s Investor’s Service and any successor thereto.

“ NRF ” has the meaning given in the first paragraph of this Indenture.

“ NRF LP ” has the meaning given in the first paragraph of this Indenture.

“ NRF Request ” or “ NRF Order ” means a written request or order (which may be in the form of a standing order or request) signed in the name of NRF by an Officer of NRF and delivered to the Trustee.

“ NYSE ” means the New York Stock Exchange.

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“ Officer ” means any person holding any of the following positions:  the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Chief Operating Officer, the Secretary or any Assistant Secretary.

“ Officer’s Certificate ”, when used with respect to the Issuer or a Guarantor, as the case may be, means a certificate signed by an Officer of the applicable Person (or, if applicable, of the general partner or managing member of such Person in its capacity as such) and delivered to the Trustee.

“ Operating Account ” means that certain account established on or before the date hereof with Wilmington Trust Company by the Issuer into which Realized Property Net Cash Flow, Net Transfer Proceeds and Required Lease Termination Deposit Amounts shall be deposited from time to time in accordance with this Indenture, including, without limitation, all sub-accounts thereof, and any successor account and related sub-accounts established pursuant to this Indenture or the Security Agreement from time to time.

“ Opinion of Counsel ” means a written opinion from legal counsel reasonably acceptable to the Trustee.  The counsel may be an employee of or counsel to the Issuer, a Guarantor or the Trustee.

“ Outstanding Loan Amount ” for any Property means, on any date, the sum of (i) the outstanding principal balance, as of such date, of all mortgage loans that encumber the applicable Property Owning Entity’s interest in such Property, plus (ii) if applicable, the outstanding principal balance, as of such date, of all mezzanine loans that encumber the ownership interests in such Property Owning Entity, plus (iii) if applicable, the outstanding principal balance, as of such date, of any other then outstanding loans under which such Property Owning Entity (and/or, if applicable, any other wholly-owned Subsidiary of the Issuer that directly or indirectly owns the equity interests in such Property Owning Entity) is the borrower; provided, however , that if, on the date of the relevant calculation, the Quantum Percentage Ownership Interest for a Quantum Property is less than 100%, then the “Outstanding Loan Amount” for such Quantum Property as of such date shall mean only the applicable Quantum Percentage Ownership Interest of such outstanding principal loan balances with respect to such Quantum Property as of such date (in instances where a wholly-owned Subsidiary of the Issuer is not fully responsible for such outstanding loan balances).

“ Person ” or “ person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act or any other entity.

“ Projected Asset Transfer Sub-Account Income ”, for any period, means income projected to be earned on proceeds of the Asset Transfer Sub-Account during such period and not withdrawn during such period.

“ Projected Available Cash ” for any Property, means, for any period, (i) the Projected Property Income for such Property for such period, as reasonably determined by the Issuer,

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minus (ii) the Projected Property Expenses for such Property for such period, as reasonably determined by the Issuer.

“ Projected Capital Expenditures ”, for any Property, means any Capital Expenditures that are budgeted by the applicable Property Owning Entity to be incurred by such Property Owning Entity during the period in question in connection with any alterations, improvements or replacements to such Property; provided, however, that, with respect to any period in which the Quantum Percentage Ownership Interest for a Quantum Property is less than 100%, the “Projected Capital Expenditures” for such Quantum Property for such period shall mean only the applicable Quantum Percentage Ownership Interest of the foregoing budgeted Capital Expenditures with respect to such Quantum Property for such period.

“ Projected Cash Coverage Ratio ” means the ratio of (i) the Projected Excess Cash Flow for the first four full calendar quarters immediately following the date of calculation (so that if the date of calculation is not the first day of a calendar quarter, then such four quarter period shall commence on the first day of the calendar quarter immediately following the calendar quarter in which such date of calculation occurs), as reasonably determined by the Issuer, to (ii) the projected interest payments that would be payable under the Securities for such first four full calendar quarters at an interest rate of 11.50%.

“ Projected Excess Cash Flow ”, for any period, means (i) the sum of (a) the aggregate Projected Property Income from all the Properties for such period plus (b) the aggregate Projected Asset Transfer Sub-Account Income for such period, minus (ii) the aggregate Projected Property Expenses for all the Properties for such period.

“ Projected Loan Payments ”, for any Property, means (i) all projected scheduled interest, principal, escrow and reserve payments for the period in question under any mortgage loan that encumbers the applicable Property Owning Entity’s interest in such Property, plus (ii) if applicable, all projected scheduled interest, principal, escrow and reserve payments for the period in question under any mezzanine loan that encumbers the applicable Subsidiary’s ownership interest in such Property Owning Entity, plus (iii) if applicable, all projected scheduled interest, principal, escrow and reserve payments for the period in question under any other then outstanding loans under which such Property Owning Entity (and/or, if applicable, any other wholly-owned Subsidiary of the Issuer that directly or indirectly owns the equity interests in such Property Owning Entity) is the borrower; provided, however, that, with respect to any period in which the Quantum Percentage Ownership Interest for a Quantum Property is less than 100%, the “Projected Loan Payments” for such Quantum Property for such period shall mean only the applicable Quantum Percentage Ownership Interest of the foregoing projected amounts with respect to such Quantum Property for such period (in instances where a wholly-owned Subsidiary of the Issuer is not fully responsible for the foregoing projected amounts).

“ Projected Operating Expenses ”, for any Property, means all costs and expenses projected to be incurred by the applicable Property Owning Entity in connection with the operation, maintenance and management of such Property for the period in question, including costs and expenses for utilities, repairs and maintenance, property taxes and assessments, insurance premiums, and rent under any ground, master or other underlying lease; provided, however, that the term “Projected Operating Expenses” does not include (i) any such costs or

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expenses that are to be paid directly by any tenants of such Property to third parties or reimbursed to the applicable Property Owning Entity by such tenants, (ii) Capital Expenditures, or (iii) depreciation, amortization, non-cash or non-recurring expenses; provided further, however, that, with respect to any period in which the Quantum Percentage Ownership Interest for a Quantum Property is less than 100%, the “Projected Operating Expenses” for such Quantum Property for such period shall mean only the applicable Quantum Percentage Ownership Interest of the foregoing projected costs and expenses with respect to such Quantum Property for such period.

“ Projected Property Expenses ”, for any Property, means the sum of the following for the period in question:  (i) all Projected Operating Expenses for such Property for such period; (ii) all Projected Loan Payments for such Property for such period; and (iii) all Projected Capital Expenditures for such Property for such period.

“ Projected Property Income ”, for any Property, means all projected rental and similar income to be derived by the applicable Property Owning Entity from such Property for the period in question; provided, however, that, with respect to any period in which the Quantum Percentage Ownership Interest for a Quantum Property is less than 100%, the “Projected Property Income” for such Quantum Property for such period shall mean only the applicable Quantum Percentage Ownership Interest of the foregoing projected rental and similar income with respect to such Quantum Property for such period.

“ Property ” means each real property listed on Schedule I annexed hereto, together with any Replacement Property and any other real property interest acquired after the date hereof by a Subsidiary of the Issuer; provided , however , that, from and after the conveyance of any Replaced Property (or the ownership interests of the Subsidiary that owns an interest in such Replaced Property) in accordance with Section 5.15, the term “Property” shall not include such Replaced Property.

“ Property Cost Amount ”, for any Property, means the amount set forth next to such Property on Schedule I annexed hereto; provided , however , that if such Property is a Replacement Property, then the Property Cost Amount for such Replacement Property shall be equal to the aggregate cost incurred by the applicable Property Owning Entity for such Replacement Property (or, if applicable, for the ownership interests of the entity that holds fee or leasehold title to such Replacement Property), including (i) the amount of any debt assumed by such Property Owning Entity, and/or by any Subsidiary that owns such Property Owning Entity, in connection with such Property Owning Entity’s acquisition of such Replaced Property (or, if applicable, in connection with such acquisition of the ownership interests of the entity that holds fee or leasehold title to such Replacement Property), and (ii) all transaction costs incurred by the applicable Subsidiaries in connection with such acquisition.

“ Property Cost Coverage Ratio ” means the ratio of (i) the sum of (x) the aggregate Property Cost Amounts for all the Properties as of the date of calculation less the then aggregate Outstanding Loan Amounts for all the Properties as of such date of calculation, plus (y) the aggregate amount then on deposit in the Asset Transfer Sub-Account, plus (z) the aggregate amount then on deposit in the Lease Termination Payment Sub-Account, to (ii) the outstanding principal balance of the Securities as of the date of calculation.

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“ Property Owning Entity ”, (i) for any Property other than the Quantum Properties or the ADS Property, means the Subsidiary that owns fee title to such Property (or, in the case of any Property to which a Subsidiary has a leasehold, rather than a fee, interest, the Subsidiary that is the holder of such leasehold interest), (ii) for Quantum Property A, means CS/Federal Drive AB LLC, a Delaware limited liability company, (iii) for Quantum Property B, means CS/Federal Drive AB LLC, a Delaware limited liability company, (iv) for Quantum Property C, means CS/Federal Drive C LLC, a Delaware limited liability company, and (v) for the ADS Property means, collectively, NRFC Easton Holdings, LLC and NRFC Easton Holdings 2, LLC, each a Delaware limited liability company.

“ Quantum Buy-Sell Provision ” means Section 6.2 of that certain Operating Agreement of C/S Federal Drive LLC, dated as of January 11, 2006.

“ Quantum Percentage Ownership Interest ” for a Quantum Property, means, at any time, the aggregate indirect ownership interest held by the Issuer in such Quantum Property at such time.  As of the date hereof, the Quantum Percentage Ownership Interest for each Quantum Property is 50%.

“ Quantum Property ” means any of Quantum Property A or Quantum Property B or Quantum Property C.  “Quantum Properties” has the corresponding plural meaning.

“ Quantum Property A ” means the Property located at 10125 Federal Drive, Colorado Springs, Colorado.

“ Quantum Property B ” means the Property located at 10205 Federal Drive, Colorado Springs, Colorado.

“ Quantum Property C ” means the Property located at 10285 Federal Drive, Colorado Springs, Colorado.

“ Rated ” as to any Person means having a Rating.

“ Rating ” means a credit rating, creditworthiness rating, corporate default rating or any similar designation given by a Rating Agency.

“ Rating Agency ” means S&P or Moody’s or any other company qualified as a “nationally recognized statistical rating agency” pursuant to the rules and regulations of the SEC.

“ Realized Property Net Cash Flow ” for any Property, means, for any period (i) the aggregate rental and similar income actually derived and received by the applicable Property Owning Entity from such Property for such period, minus (ii) the sum of (x) the aggregate amounts paid (and not released) during such period to the holder or servicer of any mortgage loan encumbering such Property Owning Entity’s interest in such Property, including interest, principal, escrows, and reserves, (y) if applicable, the aggregate amounts paid (and not released) during such period to the holder or servicer of any mezzanine loan that encumbers the ownership interests in such Property Owning Entity, including interest, principal, escrows, and reserves, and (z) the aggregate amounts paid (and not released) during such period to the holder or servicer of any other then outstanding loans under which such Property Owning Entity (and/or, if

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applicable, any other wholly-owned Subsidiary of the Issuer that directly or indirectly owns the equity interests in such Property Owning Entity) is the borrower; provided , however , that, with respect to any period in which the Quantum Percentage Ownership Interest for a Quantum Property is less than 100%, the “Realized Property Net Cash Flow” for such Quantum Property for such period shall mean only the applicable Quantum Percentage Ownership Interest of each of the foregoing amounts with respect to such Quantum Property for such period (in instances where a wholly-owned Subsidiary of the Issuer is not fully responsible for the foregoing projected amounts). For the avoidance of doubt, in no event shall “Realized Property Net Cash Flow” include any such rental income or other income that is paid, during the period in question, into a lockbox account (or other blocked or controlled account) controlled by any such holder or servicer and not actually released during such period.

“ Redemption Date ” means, with respect to any Security or portion thereof to be redeemed in accordance with the provisions of Section 11.01 hereof, the date fixed for such redemption in accordance with the provisions of Section 11.01 hereof.

“ Reference Treasury Dealer ” means (1) Wachovia Capital Markets, LLC and its successors; provided , however , that if the foregoing shall cease to be a primary U.S.  Government securities dealer in New York City (a “ Primary Treasury Dealer ”), the Issuer shall substitute therefor another Primary Treasury Dealer and (2) at least two other Primary Treasury Dealers of nationally recognized standing selected by the Issuer.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and an Exchange Date on which an Interest Make-Whole Payment is due, the average, as determined by the Issuer, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the second Business Day preceding such Exchange Date.

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated as of the date hereof, between NRF and the Initial Purchasers, as amended from time to time in accordance with its terms.

“ Regular Record Date ” means, with respect to each Interest Payment Date, June 1 or December 1 as the case may be, next preceding such Interest Payment Date.

“ Replaced Property ” means any Property disposed of (or with respect to which the direct or indirect ownership interests in the Property Owning Entity that is the holder of such Property are disposed of) pursuant to Section 5.15.

“ Required Lease Termination Deposit Amount ” shall mean, with respect to any Lease Termination Payment, an amount equal to such Lease Termination Payment, less (i) the portion of such Lease Termination Payment that is paid to and/or deposited with (or for the benefit of) the holder or servicer of any mortgage loan with respect to the Property to which such Lease Termination Payment relates, (ii) the portion of such Lease Termination Payment that is paid to and/or deposited with the holder or servicer of any mezzanine loan with respect to the Property to which such Lease Termination Payment relates, and (iii) a reserve that is established and held

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by the Property Owning Entity in question for the reasonably anticipated tenant improvement, work allowance and leasing commission costs with respect to such Property; provided , however , that if (x) such Lease Termination Payment is with respect to a Quantum Property, and (y) on the date such Lease Termination Payment is received by the relevant Property Owning Entity, the Quantum Percentage Ownership Interest for such Quantum Property is less than 100%, then the “Required Lease Termination Deposit Amount” with respect to such Lease Termination Payment shall mean only the applicable Quantum Percentage Ownership Interest of each of the foregoing amounts described in this definition.

“ Responsible Officer ” means, when used with respect to the Trustee, any officer within the corporate client services division of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“ Restricted Common Stock ” means Common Stock issued upon exchange of any Security that is required to bear a restrictive legend pursuant to Section 2.14(e) hereof.

“ Restricted Global Security ” means a Global Security that is a Restricted Security.

“ Restricted Security ” means a Security required to bear the restrictive legend set forth in the form of Security annexed as Exhibit A.

“ Rule 144 ” means Rule 144 under the Securities Act or any successor to such Rule.

“ Rule 144A ” means Rule 144A under the Securities Act or any successor to such Rule.

“ Scheduled Monthly Debt Service ” for any Indebtedness existing as of the date of this Indenture, means, for any period, the monthly principal and interest that would be payable with respect to such Indebtedness during such period, assuming that (i) there have been no modifications to any of the terms of such Indebtedness (as such terms exist as of the date of this Indenture), and (ii) there have been no pre-payments of the principal amount of such Indebtedness (other than the regularly scheduled amortization payments pursuant to the terms of such Indebtedness, as such terms exist as of the date of this Indenture).

“ Scheduled Trading Day ” means a day that is scheduled to be a Trading Day on the principal United States securities exchange or market on which the Common Stock is listed or admitted for trading or, if the Common Stock is not listed or admitted for trading on any exchange or market, a Business Day.

“ SEC ” means the Securities and Exchange Commission.

“ Securities ” means the $80,000,000 aggregate principal amount of 11.50% Exchangeable Senior Notes due 2013, or any of them (each a “ Security ”), as amended or supplemented from time to time, that are issued under this Indenture on the initial Issue Date together with any Additional Securities issued in accordance with Section 2.01 of this Indenture.

“ Securities Act ” means the Securities Act of 1933, as amended.

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“ Securities Custodian ” means the Trustee, as custodian with respect to the Global Securities, or any successor thereto.

“ Security Agreement ” means the Security Agreement, dated as of the date hereof, between the Trustee and the Issuer, as amended.

“ Significant Subsidiary ” means any Subsidiary of NRF, NRF LP or Sub-REIT which is a significant subsidiary (as defined in Regulation S-X as promulgated under the Securities Act as in effect as of May 28, 2008).

“ Standard & Poor’s ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, and its any successor thereto.

“ Sub-REIT ” has the meaning given in the first paragraph of this Indenture.

“ Subsidiary ” means, in respect of any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency within the control of such Person to satisfy) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

“ Trading Day ” means a day during which (i) trading in securities generally occurs on the NYSE or, if the subject securities are not then listed on the NYSE, on the principal other national or regional securities exchange on which such securities are then listed or, if such securities are not then listed on a national or regional securities exchange, on the principal other market on which the subject securities are then traded, (ii) there is no Market Disruption Event and (iii) a Closing Sale Price for the Common Stock is available for such day.

“ Trading Price ” means, with respect to the Securities on any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Trustee for a $2,000,000 principal amount of Securities at approximately 3:30 p.m., New York City time, on such determination date from two independent nationally recognized securities dealers selected by the Issuer, which may include the Initial Purchasers; provided that if at least two such bids cannot reasonably be obtained by the Trustee, but one such bid can reasonably be obtained by the Trustee, the one bid shall be used.  If the Trustee cannot reasonably obtain at least one bid for a $2,000,000 principal amount of Securities from a nationally recognized securities dealer or, in the reasonable judgment of the Issuer, the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 principal amount of Securities shall be deemed to be less than 102% of the Closing Sale Price of the Common Stock multiplied by the Applicable Exchange Rate on such determination date.

“ Triple Net Holdings Entity ” means the Issuer or any Subsidiary thereof.

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“ Trustee ” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of this Indenture, and thereafter means the successor.

“ Trust Officer ” means, with respect to the Trustee, any officer assigned to the Corporate Trust Office, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“ U.S. Treasury Yield ” means, with respect to the payment of an Interest Make-Whole Payment on an Exchange Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Exchange Date.

“ Vice President ,” when used with respect to NRF or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Section 1.02.                              Other Definitions .

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Section 1.03.                      Rules of Construction .  Unless the context otherwise requires:

(1)                                   a term has the meaning assigned to it;

(2)                                   an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3)                                   words in the singular include the plural, and words in the plural include the singular;

(4)                                   provisions apply to successive events and transactions;

(5)                                   the term “merger” includes a statutory share exchange and the term “merged” has a correlative meaning;

(6)                                   the masculine gender includes the feminine and the neuter;

(7)                                   references to agreements and other instruments include subsequent amendments thereto; and

(8)                                   all “Article”, “Exhibit” and “Section” references are to Articles, Exhibits and Sections, respectively, of or to this Indenture unless otherwise specified herein, and the terms “herein”, “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

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ARTICLE 2
THE SECURITIES

Section 2.01.                              Title and Terms .  The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 2.08, 2.09, 2.12, 2.14, 3.04, 10.04 or 11.01, is limited to U.S. $80,000,000.  The Issuer may, subject to the prior written consent of Wachovia Capital Markets, LLC (which consent may be granted or withheld by Wachovia Capital Markets, LLC in its sole discretion) and in accordance with the purchase agreement, dated as of May 22, 2008 (the “ Purchase Agreement ”), among the Issuer, the Guarantors and the Initial Purchasers , but without the consent of the Holders, issue additional Securities (the “ Additional Securities ”) within 90 days after the initial Issue Date; provided that the Issuer shall use the same CUSIP number for any such Additional Securities as the Securities (the “ Initial Securities ”) issued on the initial Issue Date; provided further that the Additional Securities, together with the Initial Securities, shall in no event exceed an aggregate principal amount of $100 million; provided , however , that no Additional Securities may be issued unless fungible with the Initial Securities for U.S. Federal tax purposes.  Any Additional Securities would rank equally and ratably in right of payment with the Securities issued under this Indenture on the initial Issue Date for the Securities of this series and would be treated as a single series of debt securities for all purposes under this Indenture .

The Securities shall be known and designated as the “11.50% Exchangeable Senior Notes due 2013” of the Issuer.  Their Final Maturity Date shall be June 15, 2013 and they shall bear interest on their principal amount from May 28, 2008, or the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on June 15 and December 15 of each year, commencing December 15, 2008, at 11.50% per annum until the principal thereof is due and at the rate of 11.50% per annum on any overdue principal and, to the extent permitted by applicable law, on any overdue interest.

The Securities shall constitute direct, unsecured, irrevocable and unconditional obligations of the Issuer and will rank pari passu among themselves and with all other present and future unsecured and unsubordinated indebtedness of the Issuer.

Interest on the Securities will be based on a 360-day year consisting of twelve 30-day months.  If any Interest Payment Date (other than an Interest Payment Date coinciding with the Final Maturity Date, Redemption Date or Change in Control Purchase Date) of a Security falls on a day that is not a Business Day, such Interest Payment Date will be postponed until the next succeeding Business Day.  If the Final Maturity Date, Redemption Date or Change in Control Purchase Date of a Security would fall on a day that is not a Business Day, the required payment of interest, if any, and principal will be made on the next succeeding Business Day and no interest on such payment will accrue for the period from and after the Final Maturity Date, Redemption Date or Change in Control Purchase Date to such next succeeding Business Day.

Upon receipt by the Trustee of an Officer’s Certificate stating that all conditions herein to the issuance of Additional Securities have been satisfied, and in accordance with the Purchase Agreement, the Trustee shall authenticate and make available for delivery such aggregate principal amount of such Additional Securities, not to exceed a total of $20,000,000, as specified

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in, and upon receipt of, an Issuer Request, and such specified aggregate principal amount of such Additional Securities shall be considered part of the original aggregate principal amount of the Securities for all purposes hereof.

The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Section 2.03.

The Securities shall be redeemable at the option of the Issuer, as provided in Article 11 and shall be issued in the form of Securities set forth in Section 2.03.

The Registrable Securities are entitled to the benefits of the Registration Rights Agreement as provided by Section 5.10 and in the form of Security set forth in Section 2.03.  The Securities are entitled to the payment of Liquidated Damages as provided by Section 5.10.

The Securities shall be guaranteed by each Guarantor as provided in Article 13 and shall have endorsed thereon the Guarantee substantially in the form set forth in Section 2.03, executed by each Guarantor.

The Securities shall not have the benefit of any sinking fund obligations.

The Securities shall be exchangeable as provided in Article 4.

The Securities shall be subject to repurchase by the Issuer at the option of the Holders as provided in Article 3.

Section 2.02.                              Denominations .  The Securities shall be issuable only in registered form, without coupons, in denominations of U.S.$1,000 and integral multiples thereof.

Section 2.03.                              Form and Dating .

(a)                                   The Securities and the Trustee’s certificate of authentication shall be substantially in the respective forms set forth in Exhibit A, which Exhibit is incorporated in and made part of this Indenture.  The Securities may have notations, legends or endorsements required by law, stock exchange or automated quotation system rule or regulation or usage, in each case as the Issuer shall determine as evidenced by the Issuer’s execution of Securities bearing the same.   Each Security shall be dated the date of its authentication.

(b)                                  There shall be endorsed on the Securities a guarantee in substantially the form attached hereto as Exhibit B, or in such other form as shall be established by or pursuant to a resolution of the Board of Directors or in or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture.

(c)                                   Restricted Global Securities .  All of the Securities are initially being offered and sold through the Initial Purchasers to qualified institutional buyers as defined in Rule 144A (collectively, “ QIBs ” or individually, each a “ QIB ”) in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the securities represented

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thereby with the Securities Custodian, as custodian for the depositary, The Depository Trust Company (“ DTC ”, and such depositary, or any successor thereto, being hereinafter referred to as the “ Depositary ”), and registered in the name of its nominee, Cede & Co. (or any successor thereto), for the accounts of participants in the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.  Any adjustment of the aggregate principal amount of a Restricted Global Security to reflect the amount of any increase or decrease in the amount of outstanding Restricted Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary.

(d)                                  Global Securities In General .  The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto).  The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions of such Securities.  Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary.

Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

(e)                                   Book Entry Provisions .  The Issuer shall execute and the Trustee shall, in accordance with this Section 2.03(e), authenticate and deliver initially one or more Global Securities that (1) shall be registered in the name of the Depositary or its nominee, (2) shall be held by the Trustee, as Securities Custodian for the Depositary or pursuant to the Depositary’s instructions and (3) shall bear legends substantially to the following effect:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,

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EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

Section 2.04.                              Execution and Authentication .

(a)                                   The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited as provided in Section 2.01.

(b)                                  An Officer of Sub-REIT, in its capacity as managing member of the Issuer, on behalf of the Issuer, shall sign the Securities for the Issuer, and an Officer of each Guarantor on behalf of such Guarantor (or in the case of NRF LP, an Officer of NRF, in its capacity as general partner of NRF LP, on behalf of NRF LP) shall sign the Guarantees for each Guarantor, respectively, by manual or facsimile signature.  Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee.

(c)                                   If an Officer whose signature is on a Security or Guarantee no longer holds that office at the time the Trustee authenticates the Security, the Security and Guarantee shall be valid nevertheless.

(d)                                  Each Security shall be dated the date of its authentication. No Security or Guarantee thereof shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled

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to the benefits of this Indenture.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Security to the Trustee for cancellation as provided in Section 2.13, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered thereunder and shall never be entitled to the benefits of this Indenture.

(e)                                   The Trustee shall authenticate and make available for delivery Securities for issue upon receipt of an Issuer Order with endorsed thereon the Guarantees executed by each Guarantor.  The Issuer Order shall specify the amount of Securities to be authenticated and to whom such Securities shall be delivered, shall provide that all such Securities will be initially represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated.

(f)                                     The Trustee shall act as the initial authenticating agent.  Thereafter, the Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Securities.  An authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent shall have the same rights as an Agent to deal with the Issuer or an Affiliate of the Issuer.

Section 2.05.                              Registrar, Paying Agent and Exchange Agent .

(a)                                   The Issuer shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “ Registrar ”), one or more offices or agencies where Securities may be presented for payment (each, a “ Paying Agent ”), one or more offices or agencies where Securities may be presented for exchange (each, an “ Exchange Agent ”) and one or more offices or agencies where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served.  The Issuer will at all times maintain a Paying Agent, Exchange Agent, Registrar and an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be served in the United States.  One of the Registrars (the “ Primary Registrar ”) shall keep a register of the Securities and of their transfer and exchange.

(b)                                  The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee.  The agreement shall implement the provisions of this Indenture that relate to such Agent.  The Issuer shall notify the Trustee of the name and address of any Agent not a party to this Indenture.  If the Issuer fails to maintain a Registrar, Paying Agent, Exchange Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such.  The Issuer or any Affiliate of the Issuer may act as Paying Agent (except for the purposes of Section 5.01 and Article 9).

(c)                                   The Issuer hereby initially designates the Trustee as Paying Agent, Primary Registrar, Securities Custodian and Exchange Agent, and initially designates the Corporate Trust Office of the Trustee as an office or agency where notices and demands to or upon the Issuer in respect of the Securities and this Indenture shall be served.

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Section 2.06.                              Intentionally Omitted .

Section 2.07.                              Lists of Holders of Securities .  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Securities. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing within 15 days, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.08.                              Transfer and Exchange .

(a)                                   Subject to compliance with any applicable additional requirements contained in Section 2.14, when a Security is presented to a Registrar with a request to register a transfer thereof or to exchange such Security for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided , however , that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in Exhibit A, and completed in a manner satisfactory to the Registrar and duly executed by the Holder thereof or its attorney duly authorized in writing.  To permit registration of transfers and exchanges, upon surrender of any Security for registration of transfer or exchange at an office or agency maintained pursuant to Section 2.05, the Issuer shall execute and the Trustee shall authenticate Securities of a like aggregate principal amount at the Registrar’s request.  Any exchange or transfer shall be without charge, except (i) as provided in Section 2.09(c) and (ii) that the Issuer or the Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; provided that clause (ii) of this sentence shall not apply to any exchange pursuant to Section 2.12, 2.14(a), 3.03 or 4.04.

(b)                                  In the event of any redemption in whole or any redemption in part, the Issuer shall not be required to: (i) issue or register the transfer or exchange of any Security for another Security during a period beginning at the opening of business 15 days before any selection of Securities for redemption and ending at the close of business on the date of selection, or (ii) register the transfer or exchange of any Security so selected for redemption, in whole or in part, for another Security except the unredeemed portion of any Security being redeemed in part.

(c)                                   All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Issuer and each Guarantor evidencing the same debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

(d)                                  Any Registrar appointed pursuant to Section 2.05 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities.

(e)                                   Each Holder of a Security, by its acceptance thereof, agrees to indemnify the Issuer, each Guarantor and the Trustee against any liability that may result from the transfer,

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exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

(f)                                     The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members or other beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof; provided , that the Trustee shall have no such duty to require delivery of certificates or examine the same concerning transfers between or among Agent Members or other beneficial owners of interests in any Global Security.

Section 2.09.                              Replacement Securities .

(a)                                   If any mutilated Security is surrendered to the Issuer, a Registrar or the Trustee, or the Issuer, the Guarantors, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Issuer, the Guarantors, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Guarantors, such Registrar or the Trustee that such Security has been acquired by a protected purchaser, the Issuer shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount having a Guarantee endorsed thereon, and bearing a number not contemporaneously outstanding.

(b)                                  If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Issuer pursuant to Article 3, or exchanged pursuant to Article 4, the Issuer in its discretion may, instead of issuing a new Security, pay, purchase or exchange such Security, as the case may be.

(c)                                   Upon the issuance of any new Securities under this Section 2.09, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto as a result of any Securities, at the request of any Holder, being issued to a Person other than such Holder and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith.

(d)                                  Every new Security issued pursuant to this Section 2.09 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Issuer and each Guarantor whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

(e)                                   The provisions of this Section 2.09 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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Section 2.10.                              Outstanding Securities .

(a)                                   Securities outstanding (“ Outstanding ”) at any time are all Securities authenticated by the Trustee, except for those canceled by it, those purchased pursuant to Article 3, those exchanged pursuant to Article 4, those redeemed by the Issuer pursuant to Article 11, those delivered to the Trustee for cancellation or surrendered for transfer or exchange and those described in this Section 2.10 as not outstanding.

(b)                                  If a Security is replaced pursuant to Section 2.09, it ceases to be Outstanding unless the Issuer receives proof satisfactory to it that the replaced Security is held by a protected purchaser.

(c)                                   If a Paying Agent (other than the Issuer or an Affiliate of the Issuer) holds in respect of the outstanding Securities on a Change in Control Purchase Date, Redemption Date or the Final Maturity Date money sufficient to pay the principal of, accrued interest, if any, on Securities (or portions thereof) payable on that date, then on and after such Change in Control Purchase Date, Redemption Date or Final Maturity Date, as the case may be, such Securities (or portions thereof, as the case may be) shall cease to be Outstanding and interest on them shall cease to accrue.

(d)                                  Subject to the restrictions contained in Section 2.14, a Security does not cease to be Outstanding because the Issuer, the Guarantors or an Affiliate of the Issuer or the Guarantors holds the Security.

Section 2.11.                              Treasury Securities .  In determining whether the Holders of the required principal amount of Securities have concurred in any notice, direction, waiver or consent, securities owned by the Issuer or any other obligor on the Securities or by any Affiliate of the Issuer or of such other obligor shall be disregarded, except that, for purposes of determining whether the Trustee shall be protected in relying on any such notice, direction, waiver or consent, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.  Securities so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Securities and that the pledgee is not the Issuer or any other obligor on the Securities or any Affiliate of the Issuer or of such other obligor.

Section 2.12.                              Temporary Securities .  Until definitive Securities are ready for delivery, the Issuer may prepare and execute, and, upon receipt of an Issuer Order, the Trustee shall authenticate and deliver, temporary Securities. Temporary Securities shall be substantially in the form of definitive securities and have endorsed thereon the Guarantees duly executed by each Guarantor, but may have variations that the Issuer considers appropriate for temporary Securities.  Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate and deliver definitive Securities in exchange for temporary Securities with Guarantees duly executed and endorsed thereon.

After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities to a Registrar, without charge to the Holder.  Upon surrender for cancellation of any one or more

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temporary Securities, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities with Guarantees duly executed and endorsed thereon, of any authorized denominations and of like tenor.  Until so exchanged, Holders of temporary Securities shall be entitled to all of the benefits of this Indenture.

Section 2.13.                              Cancellation .  The Issuer or any Guarantor at any time may deliver Securities to the Trustee for cancellation.  The Registrar, the Paying Agent and the Exchange Agent shall forward to the Trustee or its agent any Securities surrendered to them for transfer, exchange, purchase or payment.  The Trustee and no one else shall cancel, in accordance with its standard procedures, all Securities surrendered for transfer, exchange, purchase, payment or cancellation and shall dispose of the canceled Securities in accordance with its customary procedures or deliver the canceled Securities to the Issuer.  All Securities which are purchased, redeemed or otherwise acquired by the Issuer or any of its Subsidiaries prior to the Final Maturity Date pursuant to Article 3 shall be delivered to the Trustee for cancellation, and the Issuer may not hold or resell such Securities or issue any new Securities to replace any such Securities or any Securities that any Holder has exchanged pursuant to Article 4.

Section 2.14.                              Legend; Additional Transfer and Exchange Requirements .

(a)                                   If Securities are issued upon the transfer, exchange or replacement of Securities such Securities shall bear the legends set forth on the forms of Securities attached as Exhibit A relating to restrictions on transfer of the Securities (collectively, the “ Restrictive Legend ”).

(b)                                  A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided that the foregoing shall not prohibit any transfer of a Security that is issued in exchange for a Global Security but is not itself a Global Security.  No transfer of a Security to any Person shall be effective under this Indenture or the Securities unless and until such Security has been registered in the name of such Person.  Notwithstanding any other provisions of this Indenture or the Securities, transfers of a Global Security, in whole or in part, shall be made only in accordance with this Section 2.14.

(c)                                   Subject to Section 2.14(b), every Security shall be subject to the restrictions on transfer provided in the Restrictive Legend.  Whenever any Restricted Security other than a Restricted Global Security is presented or surrendered for registration of transfer or in exchange for a Security registered in a name other than that of the Holder, such Security must be accompanied by a certificate in substantially the form set forth in Exhibit A, dated the date of such surrender and signed by the Holder of such Security, as to compliance with such restrictions on transfer.  The Registrar shall not be required to accept for such registration of transfer or exchange any Security not so accompanied by a properly completed certificate.

As used in this Section 2.14(c), the term “transfer” encompasses any sale, pledge, transfer, hypothecation or other disposition of any Security.

(d)                                  The provisions below shall apply only to Global Securities:

(1)                                   Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a

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nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for purposes of this Indenture.

(2)                                   Notwithstanding any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a Security registered, and no transfer of a Global Security in whole or in part shall be registered, in the name of any Person other than the Depositary or one or more nominees thereof; provided that a Global Security may be exchanged for securities registered in the names of any person designated by the Depositary in the event that (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Security or such Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Issuer within 90 days after receiving such notice or becoming aware that the Depositary has ceased to be a “clearing agency,” or (B) an Event of Default has occurred and is continuing with respect to the Securities.  Any Global Security exchanged pursuant to subclause (A) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to subclause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary.  Any Security issued in exchange for a Global Security or any portion thereof shall be a Global Security; provided further that any such Security so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Security.

(3)                                   Securities issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends provided for herein.  Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar.  With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee.  Upon any such surrender, the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof.

(4)                                   Subject to clause (6) of this Section 2.14 (d), the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

(5)                                   In the event of the occurrence of any of the events specified in clause (2) of this Section 2.14(d), the Issuer will promptly make available to the Trustee a reasonable supply of Certificated Securities in definitive, fully registered form, in the event that any such Security so issued is registered in the name of a Person other than the Depositary.

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(6)                                   Neither Agent Members nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Security.

(7)                                   At such time as all interests in a Global Security have been converted, canceled or exchanged for Securities in certificated form, such Global Security shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Securities Custodian, subject to Section 2.13 of this Indenture.  At any time prior to such cancellation, if any interest in a Global Security is converted, canceled or exchanged for Securities in certificated form, the principal amount of such Global Security shall, in accordance with the standing procedures and instructions existing between the Depositary and the Securities Custodian, be appropriately reduced, and an endorsement shall be made on such Global Security, by the Trustee or the Securities Custodian, at the direction of the Trustee, to reflect such reduction.

(e)                                   Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision thereto), any stock certificate representing Common Stock issued upon exchange of any Security shall bear the restrictive legend required to be included with a Restricted Security, until such time as the Common Stock has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or transferred in compliance with Rule 144 (or any successor provision thereto), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent.

Any such Common Stock as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the restrictive legend set forth therein have been satisfied may, upon surrender of the certificates representing such Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new certificate or certificates for a like number of Common Stock, which shall not bear the restrictive legend required by this section.

Section 2.15.                              CUSIP Numbers .  The Issuer in issuing the Securities may use one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of purchase or redemption 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 Securities or as contained in any notice of a purchase or redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and

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any such purchase or redemption shall not be affected by any defect in or omission of such numbers.  The Issuer will promptly notify the Trustee of any change in the “CUSIP” numbers.

Section 2.16.                              Payment of Interest; Interest Rights Preserved .

Interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “ Defaulted Interest ”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Issuer, at its election in each case, as provided in Clause (1) or (2) below:

(1)                                   The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a date fixed by the Issuer for such purpose (the “ Special Record Date ”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date, and in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)                                   The Issuer may make payment of any Defaulted Interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

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Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Article  3
repurchase

Section 3.01.                              Repurchase at Option of Holders upon a Change in Control .

(a)                                   If a Change in Control occurs, a Holder of Securities shall have the right, at its option, to require the Issuer to repurchase such Holder’s Securities not previously called for redemption, in whole or in part (in principal amounts of $1,000 or an integral multiple thereof) for cash equal to the Change in Control Purchase Price, subject to satisfaction by or on behalf of the Holder of the requirements set forth below.

(b)                                  Within 15 days after the occurrence of a Change in Control, the Issuer shall provide written notification to the Holders of the Change in Control and of the repurchase right arising as a result of the Change in Control (the “ Issuer Notice ”).  The Issuer Notice shall also be delivered to the Trustee.  The notice shall include a form of Change in Control Purchase Notice to be completed by the Holder containing the information contemplated by Section 3.01(c) and shall state:

(1)                                   the date of such Change in Control and the clause in the definition of “Change in Control” herein under which such Change in Control falls;

(2)                                   the date by which the Change in Control Purchase Notice must be delivered to the Paying Agent;

(3)                                   the date on which the Issuer will repurchase Securities in connection with a Change in Control, which must be not less than 30 days nor more than 40 days after the date of the Issuer Notice (such date, the “ Change in Control Purchase Date ”);

(4)                                   the Change in Control Purchase Price;

(5)                                   the name and address of the Trustee, the Paying Agent and the Exchange Agent;

(6)                                   that Securities in respect of which a Change in Control Purchase Notice is provided by a Holder shall not be exchangeable;

(7)                                   that Securities must be surrendered to the Paying Agent (which surrender may, if applicable, be effected through the facilities of the Depositary) to collect payment of the Change in Control Purchase Price;

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(8)                                   that the Change in Control Purchase Price for any Security as to which a Change in Control Purchase Notice has been duly given will be paid within five Business Days after the later of the Change in Control Purchase Date or the time at which such Securities are surrendered for repurchase;

(9)                                   that, unless the Issuer defaults in making payment of the Change in Control Purchase Price, such Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue and all rights of the Holders of such Securities shall terminate on and after the Change in Control Purchase Date; and

(10)                             the CUSIP number of the Securities.

The Issuer shall also disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News announcing the occurrence of such Change in Control and publish on NRF’s website, or through such other public medium as the Issuer shall deem appropriate at such time.

(c)                                   A Holder may exercise its rights specified in this Section 3.01 upon delivery of a written notice of such Holder’s exercise of its repurchase right (a “ Change in Control Purchase Notice ”) to the Trustee (or any Paying Agent) at any time prior to the close of business on the second Business Day prior to the Change in Control Purchase Date, stating:

(1)                                   if such Securities are in certificated form, the certificate number(s) of the Securities which the Holder will deliver to be repurchased (if such Securities are Global Securities, the Change in Control Purchase Notice shall comply with Applicable Procedures);

(2)                                   the portion of the principal amount of the Securities to be repurchased, in multiples of $1,000, provided that the remaining principal amount of Securities is in an authorized denomination; and

(3)                                   that such Security shall be repurchased pursuant to the applicable provisions hereof and of the Securities.

The Trustee (or any Paying Agent) shall promptly notify the Issuer in writing of the receipt by it of any Change in Control Purchase Notice.

Transfers of interests in a Global Security in compliance with the Applicable Procedures or delivery of Securities in certificated form (together with all necessary endorsements) to the Paying Agent at the offices of the Paying Agent and delivery of such Security shall be conditions to the receipt by the Holder of the Change in Control Purchase Price therefor.  Holders electing to require the Issuer to repurchase Securities must effect such transfer or delivery to the Paying Agent prior to the Change in Control Purchase Date to receive payment of the Change in Control Purchase Price.

(d)                                  A Change in Control Purchase Notice is irrevocable and may not be withdrawn.

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(e)                                   On or before 11:59 a.m. (New York City time) on the Change in Control Purchase Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the aggregate Change in Control Purchase Price of the Securities to be purchased pursuant to this Section 3.01.  If the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Change in Control Purchase Price of such Securities on the Change in Control Purchase Date or the Business Day following the Change in Control Purchase Date, then, on and after such date, such Securities shall cease to be Outstanding and interest on such Securities shall cease to accrue and all rights of the Holders of such Securities shall terminate (other than the right to receive the Change in Control Purchase Price after delivery or transfer of the Securities).  Such will be the case whether or not book entry transfer of the Securities in book entry form is made and whether or not Securities in certificated form, together with the necessary endorsements, are delivered to the Paying Agent.

(f)                                     Notwithstanding the foregoing, no Securities may be repurchased by the Issuer in accordance with the provisions of this Section 3.01 if there has occurred and is continuing an Event of Default with respect to the Securities and the principal amount of the Securities has been accelerated and such acceleration has not been rescinded on or prior to such dates.

Section 3.02.                              Repayment to the Issuer .  To the extent that the aggregate amount of cash deposited by the Issuer pursuant to Section 3.01 exceeds the aggregate Change in Control Purchase Price of the Securities or portions thereof that the Issuer is obligated to purchase, then promptly after the Change in Control Purchase Date, the Trustee or a Paying Agent, as the case may be, shall return any such excess cash to the Issuer.

Section 3.03.                              Securities Purchased in Part .  Any Global Security that is to be purchased only in part shall be adjusted to reflect the amount of any decrease in the amount of outstanding Securities represented thereby by the Trustee in accordance with instructions given by an Issuer Order and shall be made on the records of the Trustee and the Depositary. Any Security issued that in certificated form that is to be purchased only in part shall be surrendered at the office of a Paying Agent, and promptly after the Change in Control Purchase Date, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of such authorized denomination or denominations as may be requested by such Holder (which must be equal to $1,000 principal amount or any integral thereof), in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered that is not purchased.

Section 3.04.                              Repurchase of Securities by Third Parties .  The Issuer may arrange for a third party to purchase any Securities for which the Issuer has received a valid Change in Control Purchase Notice that is not withdrawn, in the manner and otherwise in compliance with the requirements set forth herein. If a third party purchases any Securities under these circumstances, then interest will continue to accrue on those Securities and those Securities will continue to be Outstanding after the Change in Control Purchase Date. The third party subsequently may resell those purchased Securities to other Holders, and those Securities will be fungible with all other Securities then Outstanding.

Section 3.05.                              Purchase of Securities in Open Market .  The Issuer may from time to time repurchase the Securities in open market purchases or negotiated transactions at varying

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prices without prior notice to Holders. Any Security that the Issuer purchases or a third party purchases may, to the extent permitted by applicable law and subject to restrictions contained in the purchase agreement with the Initial Purchasers, be reissued or resold or may, at the Issuer’s or such third party’s option, be surrendered to the Trustee for cancellation. Any Securities surrendered for cancellation may not be reissued or resold and will be canceled promptly in accordance with Section 2.13.

Article  4
EXCHANGE

Section 4.01.                              Right to Exchange .  Subject to the restrictions on ownership of Common Stock as set forth in Section 4.12 hereof and the conditions set forth in this Article 4, a Holder of any Securities not previously redeemed or repurchased shall have the right, at such Holder’s option, to exchange each $1,000 principal amount of Securities, into cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Issuer’s option, by surrender of such Securities so to be exchanged in whole or in part, together with any required funds, under the circumstances and in the manner described in this Article 4, (a) at any time on or after March 15, 2013 and prior to the close of business on the second Business Day immediately prior to the Final Maturity Date, and (b) upon occurrence of any of the following events:

(i)                                      Exchange Upon Satisfaction of Market Price Condition . During any Measurement Period (and only during such period) prior to the second Business Day prior to the Final Maturity Date, if the Closing Sale Price of a share of Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days beginning on the first day of such Measurement Period is more than 130% of the Exchange Price per share of Common Stock in effect on the first day of such Measurement Period.

The Issuer, or the Trustee at the request of the Issuer, (or other Exchange Agent appointed by the Issuer) shall, on behalf of the Issuer, determine on a daily basis during the time period specified in this Section 4.01(b)(i) whether the Securities shall be exchangeable as a result of the occurrence of an event specified in this clause (i) and, if the Securities shall be so exchangeable, the Trustee (or other Exchange Agent appointed by the Issuer) shall promptly deliver to the Issuer and the Trustee (if the Trustee is not the Exchange Agent) written notice thereof.  A Holder who validly submits Securities for exchange prior to June 15, 2011 pursuant to this Section 4.01(b)(i) will be entitled to an Interest Make-Whole Payment.

(ii)                                   Exchange Upon Satisfaction of Trading Price Condition . During the five consecutive Trading Day period following any five consecutive Trading Days in which the average of the Trading Prices per $1,000 principal amount of Securities during such five consecutive Trading Day period was less than 102% of the product of the average of Closing Sale Prices of the Common Stock for such period, multiplied by the average of the Applicable Exchange Rates for each Trading Day in effect during such five consecutive Trading Day period.

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The Trustee shall have no obligation to determine the Trading Price of the Securities unless the Issuer shall have requested such determination, and the Issuer shall have no obligation to make such request unless a Holder provides the Issuer with reasonable evidence that the Trading Price per $1,000 principal amount of Securities would be less than 102% of the Closing Sale Price per share of Common Stock multiplied by the Applicable Exchange Rate, whereupon the Issuer shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Securities is greater than or equal to 102% of the Closing Sale Price per share of Common Stock multiplied by the Applicable Exchange Rate.  If the Issuer does not request a determination from the Trustee when so required by the Holders, the Trading Price of the Securities shall be deemed to be less than 102% of the Closing Sale Price per share of Common Stock multiplied by the Applicable Exchange Rate on each day that the Issuer fails to do so.

(iii)                                Exchange Upon Notice of Redemption . Such Securities have been called for redemption, in which event a Holder may surrender for exchange any of the Securities called for redemption at any time prior to the close of business on the third Business Day immediately prior to Redemption Date even if the Securities are not otherwise exchangeable at such time.

(iv)                               Exchange Upon Delisting of the Common Stock . At any time beginning on the first Business Day after the Common Stock shall have ceased to be listed on a U.S. national securities exchange for a period of 30 consecutive Trading Days.  The Issuer shall give notice to Holders within five Business Days following the completion of such 30 consecutive Trading Day period.

(v)                                  Exchange Upon Specified Transactions .  NRF elects to:

(1)                                   distribute to all holders of Common Stock rights, warrants or options entitling them to purchase, for a period of up to 45 days after the issuance thereof, shares of Common Stock at a price per share that is less than the Closing Sale Price per share of Common Stock on the Trading Day immediately preceding the declaration date of such distribution; or

(2)                                   distribute to all holders of Common Stock the Issuer’s assets, debt securities or rights to purchase securities of the Issuer, which distribution has a per share value exceeding 15% of the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the declaration date of such distribution,

in which event, the Issuer must notify the Holders at least 20 calendar days prior to the Ex-Dividend date for such distribution, giving Holders the right to surrender their Securities for exchange at any time until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or an announcement by the Issuer that such distribution will not take place; provided , however , that a Holder may not exercise the right to exchange if the Holder may participate, on an as-exchanged basis, in the distribution without exchange of the Securities.

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In addition, if NRF is a party to a consolidation, merger or binding share exchange pursuant to which Common Stock would be converted into cash, securities or other property (the “ Reference Property ”), a Holder may surrender Securities for exchange at any time from and after the date that is 15 Business Days prior to the anticipated effective date of the transaction until 15 Business Days after the actual date of such transaction.  The Issuer shall notify Holders as promptly as practicable following the date NRF publicly announces such transaction (but in no event less than 15 days prior to the anticipated effective date of the transaction).  If NRF is a party to a consolidation, merger or binding share exchange pursuant to which Common Stock would be exchanged into Reference Property, then at the effective time of the transaction, the Holder’s right to exchange the Securities for Common Stock shall be changed into a right to exchange the Securities into the kind and amount of Reference Property that the Holder would have received if the Holder had exchanged its Securities immediately prior to the effective time of the transaction.  For purposes of the foregoing, where a consolidation, merger or binding share exchange involves a transaction that causes Common Stock to be converted into the right to receive more than a single type of consideration based upon any form of stockholder election, such consideration will be deemed to be the weighted average of the types and amounts of consideration received by stockholders that affirmatively make such an election in such transaction.

If a Holder exchanges its Securities pursuant to this Section 4.01(b)(v) and, if such Holder shall be entitled to an adjustment for additional Common Stock as provided by Section 4.03 hereof, the exchange of the Securities shall settle after the effective time of the transaction.  If a Holder exchanges its Securities at any time following the effective time of the transaction, the amount will be paid based on the kind and amount of Reference Property.

A Holder of Securities is not entitled to any rights of a Holder of Common Stock until such Holder has exchanged its Securities and received upon exchange thereof Common Stock.

Section 4.02.                              Exercise of Exchange Right; No Adjustment for Interest or Dividends .  In order to exercise the exchange right with respect to any Security in certificated form, the Issuer must receive at the office or agency of the Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Security with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof (the “ Exchange Notice ”), duly completed and signed manually or by facsimile, together with such Securities duly endorsed for transfer, accompanied by the funds, if any, required by this Section 4.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 4.07.

To exchange the Securities, a Holder must (a) complete and manually sign the Exchange Notice on the reverse of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Securities that are in certificated form, surrender the Securities to the Exchange Agent, (c) furnish appropriate endorsements and transfer documents

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if required by the Exchange Agent and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Securities shall have been tendered for exchange (the “ Exchange Date ”).

Whether the Securities to be exchanged are Global Securities or held in certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Securities are being exchanged is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.

Upon surrender of a Security for exchange by a Holder, such Holder shall deliver to the Issuer cash equal to the amount that the Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided , however , if the Holder does not deliver such cash, the Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law (and not otherwise delivered by the Holder in cash).

If the Issuer is required to deliver Common Stock upon settlement in accordance with Sections 4.03 and 4.11, if applicable, not later than the third Trading Day following the end of the Applicable Exchange Measurement Period, after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares of Common Stock issuable on exchange are to be issued in a name other than that of the Holder (as if such transfer were a transfer of the Security or Securities (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 4, the Issuer shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 2.05 hereof, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Security or portion thereof as determined by the Issuer in accordance with the provisions of Sections 4.03 and 4.11, (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 4.06, and (iii) if applicable, an amount in cash equal to any applicable Interest Make-Whole Payment. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Securities are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 4.02 and Sections 4.03 (if applicable) and 4.11.

The Person in whose name any certificate or certificates for Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby, to the extent permitted by applicable law; provided that any such surrender on any date when the stock transfer books of NRF shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date.

Any Security or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Regular Record Date for any Interest Payment Date to 5:00 p.m., New York City time, on the applicable Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Issuer, of an amount

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equal to the interest otherwise payable on such Interest Payment Date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Securities in connection with a redemption and the Issuer has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the next Interest Payment Date, (2) if a Holder exchanges its Securities in connection with a Change in Control and the Issuer has specified a Change in Control Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, (3) on Securities that are exchanged after the last Regular Record Date for the payment of interest on the Securities, or (4) with respect to overdue interest if any overdue interest exists at the time of exchange with respect to such Securities. Except as otherwise provided above in this paragraph, no payment or other adjustment shall be made for interest accrued on any Security exchanged or for dividends on any shares issued upon the exchange of such Security as provided in this Section 4.02.

Upon the exchange of an interest in a Global Security, the Trustee (or other Exchange Agent appointed by the Issuer), or the Securities Custodian at the direction of the Trustee (or other Exchange Agent appointed by the Issuer), shall make a notation on such Global Security as to the reduction in the principal amount represented thereby. The Issuer shall notify the Trustee in writing of any exchanges of Securities effected through any Exchange Agent other than the Trustee.

Upon the exchange of a Security, a Holder will not receive any cash payment of interest (unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates as described above) and the Issuer will not adjust the Exchange Rate to account for accrued and unpaid interest. The Issuer’s delivery to the Holder of cash or shares of Common Stock will be deemed to satisfy the Issuer’s obligation with respect to such Security. Accordingly, the accrued but unpaid interest attributable to the period from the Issue Date of the Security, or from the most recent date on which interest has been duly paid or provided for, if later, to the Exchange Date, with respect to the exchanged Security, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, Common Stock (together with the cash payment, if any in lieu of fra ctional shares, as well as any Interest Make-Whole Payment, if and as applicable) in exchange for the Security being exchanged pursuant to the provisions hereof.

In case any Security of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.02 hereof, the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Security so surrendered, without charge to the Holder, a new Security or Securities in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Security.

Section 4.03.                              Exchange Rate Adjustment After Certain Change in Control .

(a)                                   Subject to the provisions hereof, if a Holder elects to exchange its Securities following the consummation of any transaction described in clause (1) or clause (2) of the definition of Change in Control (the “ Additional Shares Change in Control ”) and a Holder elects to exchange Securities in connection with such transaction pursuant to Section 4.01(b)(v), the Issuer will increase the Applicable Exchange Rate for the Securities surrendered for exchange by a number of additional shares of Common Stock described below (the “ Change in Control Event

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Shares ”).  An exchange of Securities will be deemed for these purposes to be “in connection with” such Additional Shares Change in Control if the notice of exchange of the Securities is received by the Exchange Agent on or after the date which is 15 days prior to the anticipated effective date of the Additional Shares Change in Control and, on or prior to the fifteenth Business Day following the effective date of the Additional Shares Change in Control (or if earlier and to the extent applicable, the close of business on the second Trading Day immediately preceding the day on which the Issuer is required to repurchase Securities pursuant to Section 3.01 hereof).

(b)                                  The number of Change in Control Event Shares shall be determined by reference to the table in paragraph (e) below and shall be based on the date on which the Additional Shares Change in Control becomes effective (the “ Effective Date ”) a