INDENTURE

Exhibit 4.1

Execution Version

SPECIALTY TRUST, INC.,

Issuer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY

Trustee

INDENTURE

Dated as of July 1, 2005

Related to

SPECIALTY TRUST, INC.

COLLATERALIZED INVESTMENT NOTES

TABLE OF CONTENTS

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ii

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PARTIES

     INDENTURE, dated as of July 1, 2005 (as amended or supplemented from time to time as permitted hereby, the “Indenture”), between Specialty Trust, Inc., a Maryland corporation (herein, together with its permitted successors and assigns, called the “Issuer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (together with its permitted successors hereunder, the “Trustee”).

PRELIMINARY STATEMENT

     The Issuer has duly authorized the execution and delivery of this Indenture to provide for its Collateralized Investment Notes (the “Notes”), issuable as provided in this Indenture. All covenants and agreements made by the Issuer herein are for the benefit and security of the Holders of the Notes. The Issuer is entering into this Indenture, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

     All things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done.

GRANTING CLAUSE

     To secure the payment of the principal of and interest on the Notes and the performance of the additional covenants contained therein and in this Indenture, and in consideration of the premises and of the covenants contained herein and of the purchase of the Notes by the Holders thereof, and for other good and valuable consideration the receipt hereof which is hereby acknowledged, the Issuer does hereby grant, bargain, sell, release, convey, assign, pledge, transfer, mortgage and confirm unto the Trustee, and grant to the Trustee a security interest in, all and each of the following property: All Mortgage Loans, Short-Term Money Market Instruments and Cash, as shall be now or hereafter actually assigned and delivered to the Trustee with respect to the Notes, in each case delivered or intended to be delivered pursuant to the provisions of the definition of the term “Delivery” in Article I, together with all the proceeds thereof and additions thereto (herein collectively referred to as the “Pledged Assets”).

     Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and to secure (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture with respect to the Notes and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section.

     The Trustee acknowledges such Grant and accepts the trusts hereunder in accordance with the provisions of this Indenture.

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ARTICLE I

DEFINITIONS

     SECTION 1.01. GENERAL DEFINITIONS.

     Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Whenever reference is made herein to an Event of Default or a Default known to the Trustee or of which the Trustee has notice or knowledge, such reference shall be construed to refer only to an Event of Default or Default of which the Trustee is deemed to have notice or knowledge pursuant to Section 6.01(d).

     “ACCOUNTANT”: A Person engaged in the practice of accounting who (except when this Indenture provides that an Accountant must be Independent) may be employed by or affiliated with the Issuer or an Affiliate of the Issuer.

     “ACT”: With respect to any Noteholder, as defined in Section 11.03.

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

     “AGENT” means either “Authenticating Agent” or “Paying Agent.”

     “AUTHENTICATING AGENT” when used with respect to any particular series of securities means any Person named as Authenticating Agent for said series in the provisions of this Indenture creating said series until a successor Authenticating Agent therefor becomes such pursuant thereto, and thereafter “Authenticating Agent” shall mean such successor.

     “AUTHORIZED OFFICER”: Any officer of the Issuer or the Manager who is authorized to act and whose name appears on a list furnished by the Issuer to the Trustee, as such list may be amended or supplemented from time to time.

     “BASIC MAINTENANCE AMOUNT”: As of any Valuation Date, the Dollar amount equal to 100% of the aggregate principal amount of the Notes Outstanding.

     “BOARD RESOLUTION” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

     “BUSINESS DAY”: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the State of Nevada, State of California and State of New York are authorized or obligated by law or executive order to be closed.

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     “CASH”: Such coin or currency of the United States of America as at the time shall be legal tender for payment of public and private debts.

     “CERTIFICATE OF AVAILABLE ELIGIBLE COLLATERAL”: A certificate, substantially in the form of Exhibit B hereto, executed by an Authorized Officer of the Issuer, delivered to the Trustee with respect to any required valuation of Pledged Assets subject to the Lien of this Indenture.

     “CORPORATE TRUST OFFICE”: The principal corporate trust office of the Trustee located at 1761 East St. Andrew Place, Santa Ana, CA 92705 (Attn: Trust Administration-SY0501), or at such other address as the Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Trustee.

     “DEFAULT”: Any occurrence which is, or with notice or the lapse of time or both would become, an Event of Default.

     “DELIVER” OR “DELIVERED” OR “DELIVERY”: When used in connection with Pledged Assets:

     (a) with respect to Mortgage Notes or debt obligations that are not book-entry securities and are susceptible of physical delivery, when such Pledged Assets, accompanied by the Required Documentation, have been physically delivered to the Trustee or its nominee (as pledgee) and (i) in the case of Government Securities in bearer form, have been endorsed in blank or in the name of the Trustee or its nominee (as pledgee), (ii) in the case of bankers’ acceptances, commercial paper or other debt obligations, have been so registered or the transfer thereof to the Trustee or its nominee (as pledgee) has been otherwise effected in such manner that the Trustee or its nominee (as pledgee) is entitled to receive directly any payments on or with respect to such Pledged Assets and (iii) in the case of repurchase agreements, has been either (1) so registered or the transfer thereof to the Trustee or its nominee (as pledgee) have been otherwise effected in such manner that the Trustee or its nominee (as pledgee) is entitled to receive directly any payments on or with respect to such repurchase agreements, or (2) the Trustee or its nominee (as pledgee) has been made a party to any such repurchase agreement and, if necessary to insure that the Trustee or its nominee (as pledgee) be entitled to receive directly any payments on or with respect to such repurchase agreements, is in possession of any collateral securing such repurchase agreements; in each case in accordance with applicable law and regulation, including without limitation, regulations of the United States Government, rules and regulations of FHLMC, FNMA, GNMA and the UCC and procedures of any issuer or guarantor of, or custodian or registrar for, such Pledged Assets; or

     (b) with respect to book-entry securities, (i) when proper notification and/or instruction for the transfer of such securities to the Trustee or its nominee (as pledgee) has been given and the relevant depositary sends the Trustee or its nominee confirmation of the “purchase” (as such term is defined in the UCC) of such book-entry securities by the Trustee or its nominee (as pledgee) and also by book-entry or otherwise identifies such book-entry securities as belonging to the Trustee or its nominee (as pledgee) has been otherwise effected in such manner that the Trustee or its nominee (as pledgee) is entitled to withdraw or to receive directly any payments on or with respect to such book-entry

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securities; in each case in accordance with applicable law and regulation, including, without limitation, regulations of the United States Government, the UCC and procedures of any issuer or guarantor of, or custodian or registrar for, such book-entry security; or

     (c) with respect to demand deposits, time deposits or non-negotiable certificates of deposit, (i) when such deposits or certificates of deposit have been transferred to the name of the Trustee or its nominee (as pledgee) together with, in the case of non-negotiable certificates of deposit, physical delivery thereof to the Trustee or its nominee (as pledgee), or (ii) when the transfer of such deposits or certificates of deposit to the Trustee or its nominee (as pledgee) has been otherwise effected in such manner that the Trustee or its nominee (as pledgee) is entitled to withdraw or to receive directly any payments on or with respect to such deposits or certificates of deposit; in each case in accordance with applicable law and regulation; or

     (d) with respect to Cash, when such Cash is delivered to the Trustee or its nominee (as pledgee) in accordance with applicable law and regulation;

and, with respect to all such instruments, accompanied by evidence that appropriate financing statements have been filed in each jurisdiction in which financing statements are required to be filed.

     “DISCOUNTED VALUE”: Of any category of Eligible Collateral as of any date means an amount equal to the Market Value of such category of Eligible Collateral as of such date divided by the applicable Discount Factor for such category of Eligible Collateral, provided, that in no event shall the Discounted Value of any category of Eligible Collateral as of any date exceed the unpaid principal balance of such Eligible Collateral as of that date.

     “DISCOUNT FACTOR”: For each category of Eligible Collateral described below, the decimal fraction set forth opposite such type of Eligible Collateral below:

The Discount Factor of any item of Eligible Collateral may be changed from that set forth in the Indenture in accordance with Section 4.10. In the event that new Eligible Collateral is to be included in the Pledged Assets, the Discount Factor relating to each item of such new Eligible Collateral will be established in accordance with the provisions of Section 4.10 and shall be appropriately set forth in a supplemental indenture to be entered into by the Issuer and the Trustee pursuant to Section 9.01.

     “ELIGIBLE COLLATERAL”: means Eligible Mortgage Loans, Short-Term Money Market Instruments and cash.

     “ELIGIBLE COLLATERAL ACCOUNT”: The trust account created and maintained pursuant to Section 4.05, which shall be entitled “Deutsche Bank National Trust Company, as trustee, in trust for Specialty Trust, Inc.” Certain funds deposited in the Eligible Collateral Account shall be held in trust for the Issuer as more fully described in Section 4.05 as Cash or in Short-Term Money Market Instruments.

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     “ELIGIBLE MORTGAGE LOAN”: means each mortgage loan, that shall, as of the date it is pledged as collateral under the Indenture, among other things have an unpaid principal balance of not less than $25,000; have had a loan to value ratio at the most recent appraisal date of not more than 85%; and shall not be delinquent and have not been delinquent more than once during the preceding 12-month period. Eligible Mortgage Loan shall include any participation interest in a mortgage loan meeting the foregoing criteria.

     “EVENT OF DEFAULT”: The meaning specified in Section 5.01.

     “FDIC”: The Federal Deposit Insurance Corporation, or any successor thereto.

     “FHLMC”: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

     “FNMA”: The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

     “GAAP”: Shall mean generally accepted accounting principles in effect in the United States.

     “GAAP Net Worth”: Shall mean the excess of total assets of Specialty Trust, Inc. and its consolidated subsidiaries, if any, over total liabilities of Specialty Trust, Inc. in accordance with GAAP.

     “GOVERNMENT SECURITIES”: Means direct obligations of the United States of America or any agency or instrumentality thereof or obligations fully guaranteed by the United States of America or any agency or instrumentality thereof; provided that such direct obligations or guarantees are entitled to the full faith and credit of the United States of America and that any such obligations, other than United States Treasury Bills, provide that the United States of America has the obligation to repay, in a full and timely manner, any such securities.

     “GRANT”: To grant, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in, deposit, set-over and confirm. A Grant of a Pledged Loan and related Mortgage Documents, or any other instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including, without limitation, the immediate and continuing right to claim for, collect, receive and give receipts for principal and interest payments thereunder, insurance proceeds, condemnation awards, purchase prices and all other moneys payable thereunder and all proceeds thereof, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise, and generally to do and receive anything which the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

     “HIGHEST LAWFUL RATE”: The meaning specified in Section 11.16.

     “INDENTURE” or “THIS INDENTURE”: This instrument as originally executed and, if from time to time supplemented or amended by one or more indentures supplemental hereto

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entered into pursuant to the applicable provisions hereof, as so supplemented or amended. All references in this instrument to designated “Articles”, “Sections”, “Subsections” and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this instrument as originally executed. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

     “INDEPENDENT”: When used with respect to any specified Person means such a Person who (i) is in fact independent of the Issuer and any other obligor upon the Notes, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer or in any such other obligor or in an Affiliate of the Issuer or such other obligor and (iii) is not connected with the Issuer or any such other obligor as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Whenever it is herein provided that any Independent Person’s opinion or certificate shall be furnished to the Trustee, such Person shall be appointed by an Issuer Order and with the approval of the Trustee, which approval shall not be unreasonably withheld, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof.

     “ISSUER”: Specialty Trust, Inc., a Maryland corporation.

     “ISSUER ORDER” and “ISSUER REQUEST”: A written order or request that is dated and signed in the name of the Issuer by an Authorized Officer and delivered to the Trustee, substantially in the form attached hereto as Exhibit F.

     “LIEN”: means any mortgage, Lien, charge or encumbrance on or pledge of or security interest in any of the Trust Estate.

     “MANAGER”: Specialty Financial, a Nevada corporation, as manager of the Issuer under the Management Agreement, and its permitted successors and assigns thereunder.

     “MANAGEMENT AGREEMENT”: The second amended and restated management agreement dated as of January 1, 2004, between the Issuer and the Manager, pursuant to which the Manager will be obligated to manage and supervise the administration and servicing of the Pledged Assets securing the Notes, as such agreement may be amended or supplemented from time to time as permitted thereby.

     “MARKET VALUE”: As of any date the amount determined with respect to specific Eligible Collateral in the manner set forth below:

     (a) as to Mortgage Notes, the current aggregate unpaid principal balance of the Mortgage Note (as determined by the Issuer) or such lower amount reasonably determined by the Issuer to reflect circumstances such as serious delinquency, default, foreclosure or other acquisition of title of the related Mortgaged Property;

     (b) as to Short-Term Money Market Instruments, the aggregate unpaid principal amount evidenced by each such instrument (as determined by the Issuer by any reasonable method which the Issuer believes reliable, which may include the most recent report related to each such instrument received by the Issuer); and

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     (c) as to Cash, the face value thereof.

     Notwithstanding the foregoing, the Market Value of any items of Eligible Collateral of the same type may be calculated in a pooled basis, applying the foregoing procedures to the aggregate pooled balance or amount thereof and allocating the aggregate Market Value so obtained to items with different Discount Factors on a pro rata basis, based on the unpaid principal amounts or face amounts determined as provided above.

     “MATURITY”: With respect to any Note, the date on which the entire unpaid principal amount of such Note becomes due and payable as therein or herein provided, whether at the Stated Maturity of the final installment of such principal or by declaration of acceleration or otherwise.

     “MORTGAGE”: The mortgage, deed of trust or other instrument creating a first Lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

     “MORTGAGE DOCUMENTS”: The documents pertaining to a particular Pledged Loan including the Required Documentation delivered to the Trustee.

     “MORTGAGE LOAN”: Any loan secured by real property, including residential, commercial, multifamily, land and construction loans, located in any state.

     “MORTGAGE NOTE”: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

     “MORTGAGED PROPERTY”: The underlying property securing a Pledged Loan.

     “MORTGAGOR”: The obligor(s) on a Mortgage Note.

     “NOTE INTEREST RATE”: means interest rates on the Notes as established from time to time, with interest payable, at the election of the Noteholder, either monthly in arrears, or compounded monthly and paid annually or at maturity if earlier.

     “NOTEHOLDER” OR “HOLDER”: The Person in whose name a Note is registered in the Note Register.

     “NOTE PAYMENT ACCOUNT”: The trust account created and maintained by the Issuer pursuant to Section 3.03, which shall be entitled “Deutsche Bank National Trust Company, as trustee, in trust for registered holders of Specialty Trust, Inc. Collateralized Investment Notes.” Certain funds deposited in the Note Payment Account shall be held in trust for the Noteholders as more fully described in Sections 3.03, 5.02 and 5.08.

     “NOTE REGISTER”: As defined in Section 2.07.

     “NOTE REGISTRAR”: The Issuer shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided.

     “NOTES”: Any notes authorized by, and issued and delivered under, this Indenture.

     “OFFICERS’ CERTIFICATE”: A certificate signed by an Authorized Officer.

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     “OPINION OF COUNSEL”: A written opinion of counsel who may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer, and who shall be reasonably satisfactory to the Trustee.

     “OPINION OF TAX COUNSEL”: A written opinion of tax counsel who may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer, and who shall be reasonably satisfactory to the Trustee. Any such Opinion of Tax Counsel may include limitations on the ability to rely on it to avoid tax penalties and other disclaimers necessary to comply with IRS Circular 230.

     “OUTSTANDING”: As of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

     (i) Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

     (ii) Notes or portions thereof for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee in trust for the Holders of such Notes;

     (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Trustee is presented that any such Notes are held by a bona fide purchaser (as defined by the Uniform Commercial Code of the applicable jurisdiction); and

     (iv) Notes alleged to have been mutilated, destroyed, lost or stolen for which replacement Notes have been issued as provided for in Section 2.08; provided, however, that in determining whether the Holders of the requisite percentage of the aggregate Principal Amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer, any other obligor upon the Notes or any Affiliate of the Issuer or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes or any Affiliate of the Issuer or such other obligor.

     “PAYING AGENT”: means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Issuer.

     “PAYMENT DATE”: The 20th day of each calendar month after the issuance of the Notes or, if such 20th day is not a Business Day, the next succeeding Business Day.

     “PERSON”: Any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

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     “PLEDGED ASSET SCHEDULE”: The list of Pledged Assets (as from time to time amended to reflect the addition of and the deletion of certain Pledged Assets) granted to the Trustee pursuant to the provisions hereof and from time to time subject to this Agreement, electronically transmitted from the Issuer to the Trustee and attached as Schedule I to the Certificate of Available Eligible Collateral.

     “PLEDGED ASSETS”: The Eligible Collateral that has been Delivered to the Trustee or its nominee (as pledgee) and made subject to the Lien of this Indenture to secure the Notes Outstanding hereunder, including all proceeds thereof.

     “PLEDGED LOANS”: Such of the Mortgage Loans Granted to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Pledged Assets, the Mortgage Loans so held being identified in the Pledged Asset Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property; provided that on the date such mortgage note becomes subject to the Lien of this Indenture it shall (i) have an unpaid principal balance of not less than $25,000, (ii) have had a loan-to-value ratio of the most recent appraisal date of not more than 85%, (iii) be owned by the Issuer, and (iv) not be delinquent or have been delinquent more than once during the preceding 12-month period.

     “PRINCIPAL AMOUNT”: As of any date, the original principal amount of the Notes reduced by all amounts previously distributed to Noteholders as payments of principal.

     “PRIVATE PLACEMENT MEMORANDUM”: The Private Placement Memorandum dated June 16, 2005, relating to the Specialty Trust, Inc. offering of $200 Million Collateralized Investment Notes.

     “PROCEEDING”: Any suit in equity, action at law or other judicial or administrative proceeding.

     “RECORD DATE”: With respect to any Payment Date, the date on which the Persons entitled to receive any payment of principal of, or interest on, any Notes (or notice of a payment in full of principal) due and payable on such Payment Date are determined; such date being the 15 ^th day of the month or if such day is not a Business Day, then the next succeeding Business Day.

     “REQUIRED DOCUMENTATION”: With respect to a Mortgage Loan, means:

     (a) the mortgage note or other evidence of indebtedness secured by the mortgage endorsed without recourse in blank or to the Trustee or other custodian and accompanied by an assignment thereof and any assumption or modification agreements relating thereto;

     (b) a copy of the mortgage, deed of trust, deed to secure debt or similar security instruments encumbering real property and related documentation, with evidence of recording or filing thereof, in each case accompanied by an original assignment thereof, executed in blank or to the Trustee or other custodian, in recordable form as may be appropriate in the jurisdiction where the property is located;

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     (c) a copy of the ALTA lender’s title insurance policy (or, if not yet available, a preliminary title report which will be acceptable for a period of 60 days following the Delivery of such mortgage) stating that the mortgage constitutes a valid Lien on the premises described in such mortgage (which policy (or title report) may be subject to exceptions for permitted tax Liens and other matters to which like properties are commonly subject which neither individually nor in the aggregate materially interfere with the benefits of the security interest intended to be provided by such mortgage and standard exceptions and exclusions from mortgage title insurance policies); and

     (d) an assignment of mortgage as to each Mortgage Loan, executed in blank in recordable form but not recorded.

     “RESPONSIBLE OFFICER”: With respect to the Trustee, any officer in the corporate trust department or similar group of the Trustee and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.

     “SALE”: The meaning specified in Section 5.18(a).

     “SECURITIES ACT”: The Securities Act of 1933, as amended.

     “SHORT-TERM MONEY MARKET INSTRUMENT”: Any of the following instruments, and then only if (i) on the date such instrument first becomes subject to the Lien of this Indenture the instrument has a remaining term to maturity not in excess of 90 days and (ii) the obligor of any of such instruments (or in the case of a depository institution in a holding company system, the holding company as to the long-term debt obligation rating) has a short-term commercial paper or other unsecured short-term rating in the highest rating category and a long-term debt obligation rating in one of the two highest rating categories set by a recognized rating agency:

     (a) Time deposits of, demand deposits in, certificates of deposit of, or bankers’ acceptances issued by, any FDIC-insured depository institution;

     (b) Repurchase agreements with respect to a Government Security, FNMA Certificate, FHLMC Certificate or GNMA Certificate entered into with a depository institution (acting as principal); or

     (c) Commercial paper.

     “STATED MATURITY”: With respect to any and all Notes, as defined in Section 2.03(b).

     “TOTAL INDEBTEDNESS”: Shall mean total indebtedness for borrowed monies of Specialty Trust, Inc. and its consolidated subsidiaries, if any, determined in accordance with GAAP, less the amount of any nonrecourse indebtedness of Specialty Trust, Inc. and its consolidated subsidiaries.

     “TRUST ESTATE”: has the meaning stated in the habendum to the Granting Clause.

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     “TRUSTEE”: Deutsche Bank National Trust Company, a national banking association, and any Person succeeding as Trustee hereunder pursuant to Section 6.12 or any other applicable provision hereof.

     “TRUST INDENTURE ACT” or “TIA”: The Trust Indenture Act of 1939, as amended, as in force and effect at the date of execution of this Indenture.

     “VALUATION DATE”: As to the Pledged Assets, (a) the date of issuance of the Notes and (b) the Payment Date, commencing the month Notes are first issued.

ARTICLE II

THE NOTES

     SECTION 2.01. FORMS GENERALLY.

     The Notes and the Trustee’s certificate of authentication shall be in substantially the form required by this Article II. Each Note, issued pursuant to this Indenture shall be, (i) in the case of certificated Notes, substantially in the form attached hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined appropriate by the officers executing such Notes, as evidenced by their execution thereof, and (ii) in the case of uncertificated Notes, established by or pursuant to a Board Resolution providing that such Notes shall fulfill all requirements or state law wherever sold. Any portion of the text of any certificated Note may be set forth on the reverse thereof with an appropriate reference on the face of the Note.

     The certificated Notes may be produced in any manner determined by the officers executing such Notes, as evidenced by their execution thereof.

     With respect to any Notes to be (i) authenticated and delivered hereunder in the case of certificated Notes or (ii) registered in the Note Register in the case of uncertificated Notes, there shall be established in or pursuant to a Board Resolution and set forth in an Issuer Order, or established in one or more indentures supplemental hereto:

     (a) the date or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal of such Note(s) is payable;

     (b) the denominations in which any of such Notes shall be issuable;

     (c) the rate or rates at which such Notes shall bear interest, if any, or the method or methods, if any, by which such rate or rates are to be determined, and the date(s) on which interest is payable;

     (d) if not the Issuer, the identity of the Note Registrar with respect to such Notes;

     (e) any deletions from, modifications of or additions to the Events of Default or covenants of the Issuer;

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     (f) with respect to any of such Notes, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

     (g) if not the Trustee, the identity of each Paying Agent or Authenticating Agent with respect to such Notes;

     (h) whether the Notes will be certificated or uncertificated; and

     (i) any other terms of such Notes (which terms shall not be inconsistent with the provisions of this Indenture).

     The Board Resolution pursuant to which the above terms are established shall be delivered to the Trustee at or prior to the delivery of the Issuer Order setting forth the terms of the Notes.

     SECTION 2.02. FORMS OF NOTES AND CERTIFICATE OF AUTHENTICATION.

     (a) The form of the certificated Notes is attached hereto as Exhibit A.

     (b) The form of the Trustee’s certificate of authentication is as set forth on Exhibit A.

     (c) The form of transfer and assignment is as set forth on Exhibit A.

     SECTION 2.03. NOTES ISSUABLE; PROVISIONS WITH RESPECT TO PRINCIPAL AND INTEREST PAYMENTS.

     (a) General.

     The Notes shall be designated generally as the Specialty Trust, Inc. Collateralized Investment Notes.

     The aggregate principal amount of Notes at any time outstanding which may be executed, authenticated and delivered under this Indenture is limited to $100,000,000.00.

     (b) Stated Maturity and Payment of Principal.

     The Notes will mature a minimum of one month and a maximum of five years from the date of issuance, as stated on the face of each Note (the “Stated Maturity”). The principal of each Note shall be payable at the Stated Maturity thereof unless the unpaid principal of such Note becomes due and payable at an earlier date by declaration of acceleration or otherwise. All cash payments made with respect to any Note shall be applied first to the interest then due and payable on such Note and then to the principal thereof.

     (c) Calculation and Payment of Interest on the Notes.

     The Notes will bear interest upon the unpaid principal amount thereof from the date of issuance of the Notes at the rate per annum fixed by the Issuer on the date of issuance. Accrued interest on the Notes shall be computed on a basis of a 365-day year and actual days elapsed or on the basis of a 360-day year consisting of twelve 30-day months or on the basis of such other

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method as may be determined by the Issuer, as set forth in an Issuer Order delivered to the Trustee on or prior to the date of issuance of the Notes. Once determined, the rate of interest payable on a Note will remain fixed until the Note matures. The interest rate on the Notes will in no event be less than the applicable federal rate which is a rate periodically set by the Internal Revenue Service under Section 1274 of the Internal Revenue Code as the minimum rate for short-term or medium-term borrowings (as applicable). Interest is payable to the persons in whose names the Notes are registered at the election of the Noteholder either (a) monthly in arrears on the Payment Date of each month or such other monthly date as may be provided in the related Issuer Order, or (b) compounded monthly and paid annually or at the Stated Maturity if earlier .

     All payments of principal of and interest on the Notes shall be made only to the registered Holder thereof and only from the assets of the Issuer, and each Holder of the Notes, by its acceptance of the Notes, agrees that it will have recourse solely against such assets of the Issuer and that the Trustee shall not be personally liable for any amounts payable, or performance due, under the Notes or this Indenture.

     (d) Payment of Principal Amount of Certificated Note Due Upon Surrender of Note.

     Whenever the Issuer expects that the entire remaining unpaid principal amount of any certificated Note will become due and payable, it shall, no later than the Record Date prior to such Payment Date, mail or cause to be mailed to the Holder of such Note and the Trustee as of the close of the business on such otherwise applicable Record Date a notice to the effect that:

     (i) the Issuer expects that funds sufficient to pay such final installment will be available on such Payment Date; and

     (ii) if such funds are available, such final installment will be payable on such Payment Date, but only upon presentation and surrender of such Note at the office or agency of the Issuer maintained for such purpose pursuant to Section 3.02 (the address of which shall be set forth in such notice).

     (e) Payment and Rollover of Principal and Interest on Notes at Stated Maturity.

     The Issuer will send notice to Holders whose Notes are coming due, substantially in the form attached hereto as Exhibit G, approximately two weeks prior to the Stated Maturity. The Issuer will rollover Notes at their maturity dates at the interest rate, and the method of computing interest, that the Company is offering on newly-issued Notes of the same term or if the original term exceeds one year, it will rollover such Notes for a three month term at the rate, and the method of computing interest, that the Company is offering on newly-issued Notes with a three month term unless (a) the Issuer receives notice from the Noteholder at least one Business Day before the Stated Maturity of the Note to pay the maturing Note in cash or (b) the Issuer gave Holder notice at least five Business Days before the Note’s maturity that the Note will be paid in cash. A Noteholder whose Note is rolled-over will be paid the interest due at maturity in cash; only the principal amount will be rolled-over.

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     SECTION 2.04. DENOMINATIONS.

     The Notes shall be issued in minimum denominations of $25,000. Unless otherwise provided in or pursuant to this Indenture, certificated Notes shall be issuable in registered form without coupons. Uncertificated Notes will be evidenced by a confirmation of book entry and a statement issued by the Issuer to each Noteholder, such statement substantially in the form attached hereto as Exhibit H.

     SECTION 2.05. EXECUTION, AUTHENTICATION, DELIVERY, CONFIRMATION AND DATING.

     Certificated Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The signature of such officer on the Notes may be manual or facsimile.

     Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer shall bind the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

     The certificated Notes may be executed by the Issuer and delivered to the Trustee for authentication, and thereupon, subject to satisfaction of the provisions of Section 2.11, the same shall be authenticated for subsequent delivery to the Noteholders.

     Uncertificated Notes will be evidenced by a confirmation of book entry in the Note Register and a statement issued by the Issuer to each Noteholder.

     Each certificated Note shall be dated the date of its authentication.

     No certificated Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its Responsible Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such certificated Note has been duly authenticated and delivered hereunder.

     SECTION 2.06. TEMPORARY NOTES.

     If temporary Notes are issued, the Issuer will cause Notes to be prepared without unreasonable delay. After the preparation of Notes, the temporary Notes shall be exchangeable for Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder. Upon surrender or cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver and exchange therefor a like principal amount of definitive Notes of authorized denominations and with the same Note Interest Rate and Stated Maturity. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

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     SECTION 2.07. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Issuer shall cause to be kept a register (the “Note Register”), substantially in the form attached hereto as Exhibit I, in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee shall have the right to inspect such Note Register at all reasonable times and to rely conclusively upon a certificate of the Issuer or of the Person in charge of the Note Register as to the names and addresses of the Holders of the Notes and the principal amounts and numbers of such Notes so held.

     Upon surrender for registration of transfer of any certificated Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount.

     At the option of the Holder, certificated Notes may be exchanged for other Notes of any authorized denominations, and of a like aggregate initial principal amount and with the same Note Interest Rate and Stated Maturity, upon surrender of the Notes to be exchanged at such office or agency. Whenever any certificated Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the Noteholder making the exchange is entitled to receive.

     Holders may transfer ownership of an uncertificated Note on the Note Register only by written notice to the Issuer signed by the owner(s), or the owner’s authorized representative, and including information identifying the transferred uncertificated Note on a form to be supplied by the Issuer.

     All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

     Every certificated Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer duly executed by the Holder thereof or his attorney duly authorized in writing.

     No service charge shall be made for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.08 not involving any transfer.

     SECTION 2.08. MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

     If (1) any mutilated Note is surrendered to the Issuer or the Issuer receives evidence to its satisfaction of the destruction, loss or theft of any Note and (2) there is delivered to the Issuer such security or indemnity as may be required by the Issuer to save the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen

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Note, a new Note or Notes of the same tenor, aggregate initial principal amount bearing a number not contemporaneously outstanding. If, after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such new Note from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer or the Trustee in connection therewith. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered.

     Upon the issuance of any new Note under this Section, 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 and any other reasonable expenses (including the fees and expenses of the Trustee) in connection therewith.

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

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

     SECTION 2.09. PERSONS DEEMED OWNERS.

     Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note (a) on the applicable Record Date for the purpose of receiving payments of the principal of, and interest on, such Note and (b) on any other date for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuer, the Trustee, or any agent of the Issuer nor the Trustee shall be affected by notice to the contrary.

     SECTION 2.10. CANCELLATION.

     All certificated Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Issuer, be then delivered to the Issuer and shall be promptly cancelled by it. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes shall be delivered to and held or destroyed by the Issuer in accordance with its standard policy.

     SECTION 2.11. CONDITIONS PRECEDENT TO THE ISSUANCE OF NOTES.

     Prior to the initial issuance of any Notes, the Trustee shall have received the following:

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     (a) an Issuer Order authorizing the execution, authentication and delivery of certificated Notes or certifying the issuance of uncertificated Notes, and, in each case, specifying the Stated Maturity, the principal amount and the Note Interest Rate, of such Notes to be issued, together with the related Board Resolution pursuant to which the terms were established;

     (b) evidence of the execution and delivery of this Indenture;

     (c) the Pledged Assets together with the Required Documentation;

     (d) a Certificate of Available Eligible Collateral;

     (e) upon the initial issuance of Notes and annually thereafter, an Opinion of Counsel addressed to the Trustee, complying with the requirements of Section 11.01, reasonably satisfactory in form and substance to the Trustee, in substantially the form attached hereto as Exhibit E. Such Opinion of Counsel may contain such additional limitations and qualifications as shall be reasonably acceptable to the Trustee; and

     (f) upon the initial issuance of Notes, an Opinion of Tax Counsel regarding tax matters in connection with the Notes, addressed to the Issuer and Trustee, reasonably satisfactory in form and substance to the Issuer and Trustee, in substantially the form attached hereto as Exhibit L.

     For subsequent issuances, the Trustee must receive (a), (c) if any Pledged Assets are being added, and (d) listed above.

ARTICLE III

COVENANTS

     SECTION 3.01. PAYMENT OF NOTES.

     The Issuer will pay or cause to be duly and punctually paid the principal of, and interest on, the Notes in accordance with the terms of the Notes and this Indenture.

     SECTION 3.02. MAINTENANCE OF OFFICE OR AGENCY.

     The Issuer will maintain in the City of Reno, Nevada, an office or agency where certificated Notes may be presented or surrendered for payment or may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location and any change in the location, of such office or agency. Until written notice of any change in the location of such office or agency is delivered to the Trustee or if at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, Notes may be so presented and surrendered, and such notices and demands may be made or served, at the corporate office of the Issuer. The Issuer may designate from time to time one or more Paying Agents.

     Uncertificated Notes shall be payable at the Issuer’s office located at 6160 Plumas Street, Reno, Nevada, or at such other location in the City of Reno, Nevada, as the Issuer may designate

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for that purpose by notice to Noteholders and the Trustee, provided, however, that the Issuer may elect, at its option, to make payments by check mailed to the person entitled thereto at his or her address shown in the Register.

     The Issuer may also from time to time designate one or more other offices or agencies in or outside the City of Reno where the certificated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee and the Noteholders of any such designation or rescission and of any change in the location of any such other office or agency.

  SECTION 3.03. ESTABLISHMENT OF NOTE PAYMENT ACCOUNT AND MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

     If required pursuant to this Section 3.03, the Issuer shall establish and maintain a segregated Note Payment Account with a depository institution for the benefit of Noteholders. On or prior to each Payment Date of the principal of or interest on the Notes, the Issuer, if unable to pay a Noteholder directly such that the payment is unclaimed, shall identify the Noteholder and deposit in such Note Payment Account a sum sufficient to pay the principal of or interest on the Notes so becoming due, such sum to be held in trust in the Note Payment Account for the benefit of the Persons entitled to such principal or interest.

     Any money deposited for the payment of the principal of or interest on any Note which remains unclaimed for two years after such principal or interest has become due and payable shall be paid to the Issuer, and the holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof. The Issuer shall mail to any such holder notice that such amount remains unclaimed and that, after a date specified therein, which shall not be less than 30 days after the date of such mailing, any unclaimed balance of such amount then remaining will be repaid to the Issuer.

     Any money deposited in the Note Payment Account in trust for the payment of principal of or interest on any Note may be invested by the Issuer in Short-Term Money Market Instruments and/or Government Securities having maturities no greater than thirty (30) days and subject to redemption at the option of the holder thereof at any time, provided that any risk of loss on such investments shall be borne by the Noteholder for whom the investment is held.

     SECTION 3.04. MAINTENANCE OF EXISTENCE; CONSOLIDATION OR MERGER.

     (a) Subject to subsection (c) below, the Issuer will keep in full effect its existence, rights and franchises under the laws of the state of its incorporation.

     (b) Any corporation into which the Issuer may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Issuer shall be a party, shall be the successor Issuer under this Indenture without the execution or filing of any paper, instrument or further act to be done on the part of the parties hereto, anything herein, or in any agreement relating to such merger or consolidation, by which any such Issuer may seek to retain certain powers, rights and privileges therefore obtaining for any period of time following such merger or consolidation, to the contrary notwithstanding.

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     (c) Upon any consolidation or merger of or other succession to the Issuer in accordance with this Section 3.04, the Person formed by or surviving such consolidation or merger (if other than the Issuer) may exercise every right and power of the Issuer, under this Indenture with the same effect as if such Person had been named as the Issuer herein.

     SECTION 3.05. INSPECTION OF RECORDS.

     The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Trustee, during the Issuer’s normal business hours, to examine all books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent Accountants selected by the Trustee, and to discuss its affairs, finances and accounts with its officers, employees and Independent Accountants (and by this provision the Issuer hereby authorizes its Accountants to discuss with such representatives such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested. Any expense incident to the exercise by the Trustee of any rights under this Section 3.05 shall be borne by the Issuer.

     SECTION 3.06. WARRANTY OF TITLE AND AUTHORITY TO PLEDGE.

     The Issuer warrants that it is and will be the lawful owner of, and has and will have good and marketable title to, the Pledged Assets free and clear of all Liens, other than the Lien of this Indenture and Liens for taxes either not yet delinquent or being contested in good faith, and that the Issuer has not otherwise granted or assigned any security interest, Lien or any other interest or participation in the Pledged Assets (or, if any such interest or participation has been granted or assigned, it has been released). The Issuer warrants that it has and will have full power and lawful authority to pledge such Pledged Assets and to assign, transfer and deliver such Pledged Assets in the manner and form aforesaid or to cause such Pledged Assets so to be assigned, transferred and delivered. The Issuer hereby does and, until the Pledged Assets are reassigned to the Issuer in accordance herewith, will warrant and defend the title of the Trustee to the Pledged Assets, whether now or hereafter pledged or assigned by the Issuer, for the benefit of the Holders of the Notes secured by such Pledged Assets against the claims and demands of all Persons whomsoever, subject as aforesaid to the Lien of this Indenture and to the aforesaid Liens for taxes.

     SECTION 3.07. PROTECTION OF TITLE.

     The Issuer will:

     (i) promptly pay and discharge, or cause to be paid and discharged, all taxes, assessments, governmental and other charges levied, assessed or imposed upon or against any of the Pledged Assets, including the income or profits therefrom and the interests of the Trustee and Noteholders in such Pledged Assets;

     (ii) duly observe and conform or cause to be observed and conformed in all material respects to all valid requirements of any governmental authority imposed upon the Issuer relative to any of the Pledged Assets; and all covenants, terms and conditions under or upon which any part thereof is held;

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     (iii) duly and promptly pay and discharge or cause to be paid and discharged all claims (including, without limitation, income taxes) which, if unpaid, might become a Lien or charge upon the Pledged Assets;

     (iv) as permitted by this Indenture, collect or cause to be collected all payments due on the Pledged Assets, take or cause to be taken appropriate action in connection with defaults thereunder, and otherwise service or cause to be serviced such Pledged Assets, all in accordance with the Issuer’s customary practices; and

     (v) do or cause to be done all things and take or cause to be taken all actions necessary to keep the Lien of this Indenture a valid Lien upon the Pledged Assets and to protect its title to the Pledged Assets against loss by reason of any foreclosure or other proceeding to enforce any Lien prior to or pari passu with the Lien of this Indenture to the extent consistent with its normal servicing procedures.

     Nothing contained in this Section shall require the payment of any such tax, assessment, claim, Lien or charge or the compliance with any such requirement if (i) the validity, application or amount thereof shall be contested in good faith, or (ii) the Issuer has no actual knowledge thereof.

     SECTION 3.08. NEGATIVE COVENANTS.

     The Issuer shall not:

     (a) sell, transfer, exchange or otherwise dispose of any portion of the Pledged Assets except as expressly permitted by this Indenture;

     (b) dissolve or liquidate in whole or in part;

     (c) permit the validity or effectiveness of this Indenture or any Grant to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby;

     (d) permit any Lien, charge, security interest, mortgage or other encumbrance (other than the Lien of this Indenture or as expressly permitted by this Indenture) to be created on or extended to or otherwise arise upon or burden the Pledged Assets or any part thereof or any interest therein or the proceeds thereof;

     (e) permit the Lien of this Indenture not to constitute a valid perfected first priority security interest in the Pledged Assets; or

     (f) breach any financial covenant set forth in Section 3.12.

     SECTION 3.09. ANNUAL STATEMENT AS TO COMPLIANCE.

     On or before 120 days after the end of the first fiscal year of the Issuer (which ends more than three months after the initial issuance of notes), and each fiscal year thereafter, the Issuer shall deliver to the Trustee a written statement, signed by an Authorized Officer, stating that:

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     (1) a review of the fulfillment by the Issuer during such year of its obligations under this Indenture has been made under such officer’s supervision; and

     (2) to the best of such officer’s knowledge, based on such review, the Issuer has fulfilled all of its obligations under this Indenture throughout such year, or, if there has been a Default in the fulfillment of any such obligation, specifying each such Default known to such officer and the nature and status thereof.

     SECTION 3.10. TAX TREATMENT.

     The Issuer intends that each Note be classified as debt for all purposes, and the Issuer shall treat, and each Noteholder by acceptance of the Note shall be deemed to have agreed to treat, the Note as debt for all tax purposes and shall make all reportings and filings in a manner consistent with such classification unless and to the extent otherwise required by an applicable taxing authority.

     SECTION 3.11 OPINIONS AS TO TRUST ESTATE.

     (a) Upon the initial issuance of the Notes, the Issuer shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto and any other requisite documents as is necessary to make effective the Lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien and security interest effective.

     (b) On or before January 31 in each calendar year commencing with 2006, the Issuer shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until January 31 in the following calendar year.

     SECTION 3.12 FINANCIAL COVENANTS.

     (a) The ratio of (a) the Total Indebtedness of the Issuer, both secured and unsecured, to (b) the GAAP Net Worth of the Issuer, is limited to no more than 4:1.

     (b) As of each Payment Date, the Issuer shall maintain sufficient cash and unused credit facilities to pay all interest and principal due on the Notes on the subsequent Payment Date.

     (c) On each Payment Date, the Issuer will deliver to the Trustee a certificate setting forth the Issuer’s compliance with subsections (a) and (b) of this Section 3.12.

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     SECTION 3.13 WITHHOLDING.

     The Issuer will withhold 28% (or other required back-up withholding tax rate then in effect) of any interest payable to any Holder who has not provided a fully executed Internal Revenue Service Form W-9 or satisfactory equivalent or where the Internal Revenue Service has notified the Issuer that back-up withholding is otherwise required. Any tax or other amounts withheld from interest payments pursuant to the requirements of a taxing authority will be treated as having been paid by the Issuer to the Noteholder.

     SECTION 3.14 VALIDITY OF THE NOTES.

     The Issuer represents and warrants that this Indenture is not required to be qualified under the TIA and that the Issuer is not required to be registered as an “investment company” under the Investment Company Act.

ARTICLE IV

PLEDGED ASSETS

     SECTION 4.01. HOLDING OF PLEDGED ASSETS.

     (a) All Eligible Collateral delivered to the Trustee as Pledged Assets shall be delivered in accordance with the definition of “Delivery” in Section 1.01 hereof and with respect to any Mortgage Notes, accompanied by the Required Documentation. The Issuer will deliver promptly to the Trustee such other documents as the Trustee may reasonably request in connection with the subjection at any time of any Eligible Collateral to the Lien of this Indenture to the extent contemplated hereby.

     (b) The fact that Pledged Assets are assigned without recourse shall not alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on the Notes.

     (c) The Trustee shall, at the time of the initial issuance of the Notes and at any time additional Eligible Collateral is delivered to the Trustee, execute and deliver a certificate in the Form of Exhibit C attached hereto to the Issuer in which the Trustee shall (i) acknowledge the Delivery to and receipt by the Trustee of the Pledged Assets, together with the accompanying instruments and documents required by this Indenture, and (ii) state that the Trustee is in possession of such Pledged Assets and has no actual knowledge or written notice of any adverse claim or Liens or encumbrances, except as set forth in the exception report attached thereto. The Trustee may state in such certificate that it has not reviewed, analyzed, tested, compared or verified the information contained in any certificate or instrument representing any of the Pledged Assets, nor has it examined or compared any signatures appearing thereon nor otherwise confirmed the validity, genuineness, enforceability, effectiveness or suitability of any such certificate or instrument or the insurability, collectability, recordability, perfection or priority of any instrument. In no event shall the Trustee be required to review more than One Hundred (100) mortgage loan files in any Business Day, so long as such files and the related data are delivered to Trustee before the close of business on the preceding Business Day. The assignments of the mortgage loans will not be recorded prior to the occurrence of an event of default. Upon the occurrence and continuance of an event of default and if required by law, the

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Issuer at its own expense and with the reasonable cooperation of the Trustee, shall cause to be properly recorded in each public recording office where the related Mortgages are recorded each assignment of mortgage endorsed and in the form acceptable for recording with respect to each such Mortgage Loan.

     SECTION 4.02. DISPOSITION OF PAYMENTS ON PLEDGED ASSETS.

     (a) With respect to the Pledged Assets other than Mortgage Notes:

     (i) The Trustee shall be entitled to withdraw or receive all payments of or interest on or in respect of such Pledged Assets; and

     (ii) Notwithstanding the provisions of Section 4.02(a)(i), upon receipt of an Issuer Request for release and transfer of any amount of the payments received and held by the Trustee on or in respect of such Pledged Assets accompanied by a Certificate of Available Eligible Collateral dated as of the most recent Valuation Date, the Trustee shall promptly release and transfer the requested amounts to the Issuer if, and to the extent that the aggregate Discounted Value of such Pledged Assets (determined as of the most recent Valuation Date; but modified to give effect, as of such Valuation Date, to such Issuer Request) would be at least equal to the Basic Maintenance Amount (determined as of such Valuation Date), and provided that no Event of Default shall have occurred and be continuing.

     (b) Unless and until an Event of Default shall have occurred and be continuing with respect to the Notes, the Issuer shall be entitled to receive all payments (including, without limitation, payments upon maturity, prepayments, distributions and payments as a result of default) on or in respect of any Mortgage Notes securing such Notes, and the Trustee shall pay over to the Issuer any such payments which may be collected or be received by the Trustee. Upon the occurrence of such an Event of Default and while it shall be continuing, the Trustee may notify third parties including mortgagors, servicing companies, trustees and paying agents of the Trustee’s interest in the Pledged Assets and require that all payments made on such Pledged Assets be paid directly to it. Upon the occurrence of such an Event of Default and while it shall be continuing, if the Issuer shall receive any payments (including, without limitation, payments as a result of default) on or in respect of such Mortgage Notes, it shall hold such payments in trust for the benefit of the Trustee and the Holders of the Notes, shall segregate such payments from the other property of the Issuer, and shall promptly after receipt of such payments, deliver them in the form received to the Trustee.

     (c) Payments released to the Issuer pursuant to Section 4.02(a)(ii) and payments received by the Issuer pursuant to Section 4.02(b) shall no longer be subject to the lien of the Indenture upon receipt by the Issuer.

     SECTION 4.03. CONSENTS, WAIVERS AND MODIFICATIONS.

     (a) Unless and until an Event of Default shall have occurred and be continuing, the Issuer shall have, without the consent of any Holder or the Trustee, full power and authority in respect of the Pledged Assets securing the Notes, including, without limitation, the exclusive right to service and administer the Mortgage Notes, the rights to give consents or waivers upon and to make modifications respect of all Mortgage Notes, Short-Term Money Market

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Instruments and other securities included in such Pledged Assets (and with the same force and effect as if such Mortgage Notes, Short-Term Money Market Instruments and other securities were not part of such Pledged Assets), and from time to time were, upon Issuer Request, the Trustee shall, within two Business Days after such Request, make and deliver or shall cause to be made and delivered to the Issuer or to its nominees, powers of attorney to give consents or waivers in respect of any such Mortgage Notes, Short-Term Money Market Instruments and other securities which have been transferred into the name of or delivered to the Trustee or its nominee. In addition to other rights to withdraw Pledged Assets under this Indenture, the Issuer shall be entitled to obtain delivery and/or reassignment of any Mortgage Note, or assumption documents, with respect to which there has been a default by the mortgagor thereunder, for the purposes solely of servicing and administering such defaulted Mortgage Notes by delivery to the Trustee of an Issuer Request for the delivery or reassignment of such defaulted Mortgage Note and stating the purpose thereof in reasonable detail and delivery by the Trustee of a certificate substantially in the form of Exhibit D. The Issuer shall redeliver and reassign the Mortgage Note (as modified or supplemented, including, if an additional advance has been made, any Mortgage Note evidencing such advance) to the Trustee promptly after the related action has been taken, except as otherwise permitted by this Indenture, so long as the Mortgage Note then constitutes Eligible Collateral. Without limiting the generality of the foregoing, unless and until any such Event of Default shall have occurred and be continuing, the Issuer shall have the right, in its sole discretion, to determine whether and what, if any, action should be taken in the event of default under any Mortgage Note, Short-Term Money Market Instrument and other security, and the Trustee shall execute any release, consent or other documentation requested by Issuer Request to confirm any action taken by the Issuer pursuant to this Section or enable such action to be taken by the Issuer. Any Issuer Request under this Section shall be accompanied by an Officers’ Certificate stating that the action taken is authorized by this Indenture, that the execution of such release or consent is appropriate to confirm such action and that no Event of Default has occurred and is continuing. Except as specifically provided herein (and except for the obligation to exercise reasonable care in the custody and care of the collateral), so long as no Event of Default shall have occurred and be continuing, the Trustee shall have no other duties or responsibilities with regard to any such Mortgage Note, Short-Term Money Market Instrument and other security assigned to it or the value of the property subject thereto.

     (b) The Issuer covenants that it will give consents and waivers, make modifications and supplements, and take other action with respect to any Mortgage Note, Short-Term Money Market Instrument and other security included in Pledged Assets only (i) in a case by case basis in the ordinary course of its business in a manner consistent with securities and loans of the same type in its investment portfolios, (ii) in a manner consistent with the Issuer’s treatment of all securities of the same type in its securities portfolios generally if such consent, waiver, modification, supplement or other action is to be other than on a case by case basis and (iii) in a manner consistent with the provisions and purposes of this Indenture.

     SECTION 4.04. RIGHTS OF TRUSTEE AND ISSUER AFTER EVENT OF DEFAULT.

     Whenever in this Article it is provided that any right in respect of obligations or indebtedness forming part of the Pledged Assets delivered to the Trustee under the Indenture may be exercised by the Issuer only until an Event of

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Default or other default shall have occurred and be continuing, such right, nevertheless, may be exercised by the Issuer in case such an Event of Default or other default shall have occurred and be continuing if the Trustee shall in writing consent to such exercise in the specific instance, or more generally in all instances until further notice, for the purpose of transferring title to the Pledged Assets to the Trustee, or to the purchaser thereof in a sale by the Trustee, or otherwise on such conditions as the Trustee may impose.

     SECTION 4.05. ESTABLISHMENT OF ELIGIBLE COLLATERAL ACCOUNT AND INVESTMENT BY TRUSTEE.

     If and when the Issuer intends to use cash collateral, the Issuer shall establish and maintain with the Trustee an Eligible Collateral Account. The Trustee will, if so instructed by the Issuer in writing, invest or reinvest in the Eligible Collateral Account the Cash at any time included in the Pledged Assets, if the aggregate Discounted Value of the Pledged Assets after giving effect to such reinvestment (determined as of the date of such reinvestment), would be at least equal to the Basic Maintenance Amount (determined as of such date), such calculation to be calculated and confirmed in writing by the Issuer.

     Any money deposited in the Eligible Collateral Account shall be invested by the Trustee as directed by the Issuer, provided that any risk of loss on such investments shall be borne by Issuer. All investment earnings or interest paid on any funds invested shall accrue to the benefit of the Noteholders.

     The Trustee and its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the investments, (ii) using Affiliates to effect transactions in certain investments and (iii) effecting transactions in certain investments. Such compensation is not payable or reimbursable under this Indenture.

     In order to comply with its duties under the USA Patriot Act of 2001, the Trustee shall obtain and verify certain information and documentation from the other parties to this Indenture including, but not limited to, each such party’s name, address and other identifying information.

     SECTION 4.06. PERFORMANCE OF OBLIGATIONS UNDER MANAGEMENT AGREEMENT.

     (a) The Issuer shall punctually perform and observe all of its obligations and agreements contained in the Management Agreement.

     (b) The Issuer shall not take any action and will use its reasonable good faith efforts not to permit any action to be taken by others that would release any Person from any of such Person’s covenants or obligations under any of the Mortgage Documents or under any instrument included in the Pledged Assets, or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Mortgage Documents, except as expressly provided or permitted in this Indenture or such Mortgage Document or other instrument or unless such action will not adversely affect the interests of the Holders of the Notes.

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     (c) The Issuer shall monitor the performance of the Manager under the Management Agreement, and shall use its reasonable good faith efforts to cause the Manager duly and punctually to perform all of its duties and obligations thereunder. Upon the occurrence of a default under the Management Agreement, the Issuer shall promptly notify the Trustee in writing thereof, and shall specify in such notice the action, if any, the Issuer is taking in respect of such default.

     (d) Upon any termination of the Manager’s rights and powers pursuant to the Management Agreement, the Issuer shall promptly notify the Trustee in writing, specifying in such notice that a successor Manager has succeeded the Manager, which notice shall also specify the name and address of any such successor Manager.

     SECTION 4.07. VALUATION OF PLEDGED ASSETS.

     (a) Concurrently with or prior to the initial issuance and authentication of the Notes pursuant to Section 2.11, the Issuer shall complete and deliver to the Trustee a Certificate of Available Eligible Collateral, valuing the Pledged Assets as of a date or dates not earlier than the fifth Business Day preceding the date of authentication.

     (b) The Issuer shall on each Valuation Date, calculate the Discounted Value of the Eligible Collateral as of such Valuation Date. The calculation of the Discounted Value of the Eligible Collateral shall be based on information relating to the Eligible Collateral that is dated no more than five (5) Business Days prior to such Valuation Date. On or before 5:00 p.m., Nevada time, on each Valuation Date, the Issuer shall complete and deliver to the Trustee a Certificate of Available Eligible Collateral in the form attached hereto as Exhibit B, signed by an Authorized Officer of the Issuer and setting forth the results of such calculations. In the event that the Discounted Value of the Eligible Collateral as of any Valuation Date is less than the Basic Maintenance Amount, the Issuer shall immediately notify the Trustee in writing. The Issuer shall, not later than the month-end following any Valuation Date on which the Basic Maintenance Amount was not met, take such actions pursuant to Section 4.08 as may be required to cause the Discounted Value of the Pledged Assets to be restored to at least the Basic Maintenance Amount.

     SECTION 4.08 MAINTENANCE OF ELIGIBLE COLLATERAL.

     (a) The Issuer covenants and agrees that, for so long as any of the Notes are Outstanding, it will maintain, as described herein as Pledged Assets with the Trustee, Eligible Collateral having an aggregate Discounted Value at least equal to the Basic Maintenance Amount. In the event that the aggregate Discounted Value of Eligible Collateral included in the Pledged Assets as of any Valuation Date or as shown in any Certificate of Available Eligible Collateral delivered to the Trustee pursuant to Section 4.08(b) with respect to a Valuation Date is less than the Basic Maintenance Amount shall, not later than the month-end following such Valuation Date, (1) Deliver to the Trustee sufficient Eligible Collateral or (2) at the Issuer’s election, deliver to the Trustee Notes registered in the name of the Issuer or any Affiliate thereof or cancelled Notes, a principal amount of Notes theretofore issued and outstanding and subsequently acquired by the Issuer or such Affiliate such that (x) the aggregate Discounted Value of the Pledged Assets (determined as of such Valuation Date but modified to give effect, as of such Valuation Date, to the Delivery of any such additional Eligible Collateral) shall be at

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least equal to the Basic Maintenance Amount (determined as of such Valuation Date but modified to give effect, as of such Valuation Date, to any Notes so registered or cancelled).

     (b) Upon delivery of any such additional Eligible Collateral or upon any such registration or cancellation or other action pursuant to Section 4.08(a), the Issuer shall concurrently deliver to the Trustee a new Certificate of Available Eligible Collateral conforming to Section 4.07(a) reflecting the action taken by the Issuer pursuant to Section 4.08(a). The Trustee shall deliver to the Issuer a certificate of a Responsible Officer relating to any such additional Eligible Collateral in the form of Exhibit C hereto.

     (c) In addition to deliveries of additional Eligible Collateral required pursuant to this Section, the Issuer, at any time and from time to time, may Deliver to the Trustee additional Eligible Collateral for inclusion in the Pledged Assets; provided, however, the Delivery of any such additional Eligible Collateral shall be accompanied by a Certificate of Available Eligible Collateral. The Trustee shall, promptly after receipt of any such Eligible Collateral, prepare and send to the Issuer a certificate executed by a Responsible Officer relating thereto, in the form of Exhibit C hereto.

     SECTION 4.09. WITHDRAWAL OR SUBSTITUTION OF PLEDGED ASSETS.

     (a) The Issuer may withdraw Pledged Assets or substitute other Eligible Collateral for Pledged Assets if, on any Valuation Date the Trustee receives:

     (i) an Issuer Request requesting that the Pledged Assets listed therein be withdrawn in accordance with this Section and listing any Eligible Collateral requested to be substituted for such Pledged Assets; and

     (ii) a Certificate of Available Eligible Collateral for such Valuation Date from the Issuer in which the Issuer certifies that it has determined that the aggregate Market Value and Discounted Value of the Pledged Assets that would be held by the Trustee after giving effect to the withdrawal of the Pledged Assets listed in the Issuer Request referred to in Clause (i) above, and inclusion of any substitute Eligible Collateral listed in such Issuer Request, determined as of such Valuation Date, would not be less than the Basic Maintenance Amount determined as of such Valuation Date.

     Upon receiving such Issuer Request and Certificate of Available Eligible Collateral and obtaining receipt of the items required by subsection (c) hereof, and taking Delivery of any substitute Eligible Collateral, the Trustee shall promptly release, reassign and deliver to the Issuer the Pledged Assets referred to in clause (i) above.

     (b) The Issuer may, at its option, withdraw or substitute other Eligible Collateral for Pledged Assets at any time pursuant to this Section 4.09(b), rather than pursuant to Section 4.09(a), by delivery to the Trustee of an Issuer Request requesting that Pledged Assets listed therein be withdrawn, and listing any Eligible Collateral requested to be substituted therefor, if any, whereupon the Trustee shall promptly (upon taking Delivery of any Eligible Collateral to be substituted, if any) release, reassign and deliver to the Issuer the Pledged Assets to be withdrawn. Notwithstanding the foregoing, the Issuer may not withdraw Eligible Collateral from the Pledged Assets or substitute other Eligible Collateral therefor, unless the Trustee determines, based upon the Officers’ Certificate to be delivered pursuant to Section 4.09(c) and the Certificate of

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Available Eligible Collateral dated as of the most recent Valuation Date, that as of such date of withdrawal or substitution, the aggregate Discounted Value of the Pledged Assets that would be held by the Trustee after giving effect to such Issuer Request and to any other additions to or withdrawals from the Pledged Assets would be at least equal to the Basic Maintenance Amount determined as of such Valuation Date.

     (c) Delivery to the Trustee of any Eligible Collateral to be substituted for other Eligible Collateral being withdrawn from Pledged Assets pursuant to this Section shall be accompanied by a Certificate of Available Eligible Collateral.

     (d) Upon such withdrawal or substitution, the Trustee shall execute and deliver such instruments of transfer or assignment substantially in the form of Exhibit D hereto, or take such other action, as the Issuer shall reasonably request to vest in it full legal title and beneficial ownership of any Pledged Assets withdrawn pursuant hereto.

     (e) Notwithstanding anything in this Section to the contrary, while an Event of Default shall have occurred and be continuing, the Issuer may not make any withdrawal or substitution provided for in this Section.

     SECTION 4.10. PROTECTION OF PLEDGED ASSETS.

     (a) The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action as may be necessary or advisable to:

     (i) Grant more effectively all or any portion of the Pledged Assets;

     (ii) maintain or preserve the Lien of this Indenture or carry out more effectively the purposes hereof;

     (iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

     (iv) enforce any of the Mortgage Documents; or

     (v) preserve and defend title to the Pledged Assets and the rights of the Trustee, and of the Noteholders, in the Pledged Assets against the claims of all Persons and parties.

     The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required pursuant to this Section 4.10 upon Issuer’s preparation of same and presentation to Trustee for execution; provided, however, that such designation shall not be deemed to create a duty in the Trustee to monitor the compliance of the Issuer with the foregoing covenants.

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ARTICLE V

DEFAULTS AND REMEDIES

     SECTION 5.01. EVENT OF DEFAULT.

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

     (1) if the Issuer shall default in the payment when due of any installment of principal of any Note; or

     (2) if the Issuer shall fail to pay interest on any Note within five days after such payment is due; or

     (3) if the Issuer shall breach, or default in the due observance, of any one or more of the covenants set forth in of Section 3.02 through 3.13; or

     (4) if the Issuer shall breach, or default in the due observance or performance of, any other of its covenants in this Indenture, and such Default shall continue for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of Notes representing more than two-thirds of the aggregate Principal Amount, a written notice specifying such Default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

     (5) if any representation or warranty of the Issuer made in this Indenture or any certificate or other writing delivered pursuant hereto or in connection herewith shall prove to be incorrect in any material respect as of the time when the same shall have been made and, within 30 days after there shall have been given, by registered or certified mail, written notice thereof to the Issuer by the Trustee, or to the Issuer and the Trustee by the Holders of Notes representing more than two-thirds of the aggregate Principal Amount, the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured; or

     (6) the entry of a decree or order for relief by a court having jurisdiction in respect of the Issuer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

     (7) the commencement by the Issuer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Issuer to the

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appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or of any substantial part of its property or the making by the Issuer of an assignment for the benefit of creditors or the failure by the Issuer generally to pay its debts as such debts become due or the taking of corporate action by the Issuer in furtherance of any of the foregoing.

     SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default occurs and is continuing with respect to the Notes, then and in every such case the Trustee may, or if directed by the Holders of Notes representing more than two-thirds of the aggregate Principal Amount shall, declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Trustee if given by Noteholders), and upon any such declaration such Notes shall become immediately due and payable in an amount equal to:

     (i) the aggregate Principal Amount of the Notes, and

     (ii) accrued and unpaid interest at the respective Note interest rates on the aggregate Principal Amount through the date of acceleration.

     At any time after such a declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of Notes representing more than a majority of the aggregate Principal Amount, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

     (1) the Issuer has paid or deposited with the Trustee in the Note Payment Account for the benefit of the Persons entitled to such payments a sum sufficient to pay:

     (A) all payments of principal of, and interest on, all Notes and all other amounts which would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

     (B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses and disbursements of the Trustee, its agents and counsel; and

     (2) all Events of Default, other than the nonpayment of the principal of Notes which have become due solely by such acceleration, have been cured or waived as provided in Section 5.15.

     No such rescission shall affect any subsequent Default or impair any right consequent thereon.

     If any Event of Default shall occur and not be cured or waived within thirty (30) days thereafter, the rate of interest borne by each outstanding Note shall be increased by 0.50% per annum, effective on the date of the Event of Default.

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     SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

     The Issuer covenants that if an Event of Default shall occur and be continuing in respect to the Notes and the Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes:

     (i) the amounts specified in the first paragraph of Section 5.02, and

     (ii) in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

     If the Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or any other obligor upon the Notes and collect, out of the Pledged Assets, wherever situated, of the Issuer, the moneys adjudged or decreed to be payable in the manner provided by law; provided, however, that neither the Trustee nor any of its agents, officers, directors, employees, successors or assigns shall be personally liable for any amounts due under the Notes or this Indenture.

     If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Noteholders by any Proceedings the Trustee deems appropriate to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or enforce any other proper remedy, including, without limitation, instituting a Proceeding prior to any declaration of acceleration of the Maturity of the Notes for the collection of all amounts then due and unpaid on such Notes, prosecuting such Proceeding to final judgment or decree, enforcing the same against the Issuer and collecting out of the property, wherever situated, of the Issuer the moneys adjudged or decreed to be payable in the manner provided by law.

     The Trustee shall not be obligated to initiate or take any action pursuant to Article V without first receiving indemnity satisfactory to it in accordance with Section 6.03(e).

     SECTION 5.04. REMEDIES.

     If an Event of Default shall have occurred and be continuing and the Notes have been declared due and payable and such declaration and its consequences have not been rescinded and annulled, the Trustee (subject to Section 5.18, to the extent applicable) may do one or more of the following:

     (a) institute Proceedings for the collection of all amounts then payable on the Notes, or under this Indenture, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer moneys adjudged due;

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     (b) in accordance with Section 5.18, sell the Pledged Assets or any portion thereof or rights or interest therein, at one or more public or private Sales called and conducted in any manner permitted by law;

     (c) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Pledged Assets;

     (d) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Trustee or the Holders of the Notes hereunder; and

     (e) record or through an agent cause to be recorded in each public recording office where the related Mortgages are recorded each assignment of mortgage endorsed and in the form acceptable for recording with respect to each such Mortgage Loan at the cost of the Issuer.

provided, however, that prior to exercising the foregoing the Trustee shall have consulted with the Issuer concerning alternative paydown scenarios and further shall use reasonable efforts to maximize recovery in respect of the Pledged Assets. Costs of collection and enforcement (including any filing or recording costs and reasonable attorneys’ fees) may be deducted from the Pledged Assets prior to payment on the Notes.

     SECTION 5.05. [RESERVED].

     SECTION 5.06. TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwi