INDENTURE OF TRUST

Exhibit 10.4

INDENTURE OF TRUST

between

LTF REAL ESTATE VRDN I, LLC,

as Borrower,

and

MANUFACTURERS AND TRADERS TRUST COMPANY,

as Trustee

LTF REAL ESTATE VRDN I, LLC
$34,235,000 VARIABLE RATE DEMAND NOTES,
SERIES 2008

Dated as of June 1, 2008

TABLE OF CONTENTS

ARTICLE II
THE NOTES

ARTICLE III
ISSUANCE OF NOTES; APPLICATION OF PROCEEDS

ARTICLE IV
REDEMPTION AND PURCHASE OF NOTES

ARTICLE VI
PARTICULAR REPRESENTATIONS, WARRANTIES AND COVENANTS

ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF REGISTERED OWNERS

ARTICLE VIII
TRUSTEE, THE REMARKETING AGENT AND TENDER AGENT

ARTICLE IX
MODIFICATION OR AMENDMENT OF THIS INDENTURE

ARTICLE X
DEFEASANCE

ARTICLE XI
MISCELLANEOUS

INDENTURE OF TRUST

      THIS INDENTURE OF TRUST dated as of June 1, 2008 (this “Indenture”) between LTF REAL ESTATE VRDN I, LLC, a Delaware limited liability company (“Borrower”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York state banking corporation with trust powers (“Trustee”).

W I T N E S S E T H:

     WHEREAS, Borrower proposes to issue the Notes (as hereinafter defined); and

     WHEREAS, in order to provide for the authentication and delivery of the Notes (as hereinafter defined), to establish and declare the terms and conditions upon which the Notes are to be issued and secured and to secure the payment of the principal and purchase price thereof and interest thereon, Borrower has authorized the execution and delivery of this Indenture; and

     WHEREAS, in order to further secure the payments of principal and purchase price of and interest on the Notes, Borrower has obtained and caused to be delivered to Trustee an irrevocable direct-pay letter of credit from General Electric Capital Corporation; and

     WHEREAS, all acts and proceedings required by law or necessary to make the Notes, when executed by Borrower and authenticated and delivered by Note Registrar (as hereinafter defined), the valid, binding and legal special obligations of Borrower, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Indenture has been in all respects duly authorized;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH, that (a) in order to secure the payment of the principal and purchase price of and premium, if any, and interest on all Notes at any time issued and Outstanding (as hereinafter defined) under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the Notes are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the Notes by the Registered Owners (as hereinafter defined) thereof, (b) in order to secure on a subordinate basis Borrower’s obligations to Credit Issuer (as hereinafter defined) under the Reimbursement Agreement (as hereinafter defined) and (c) for other valuable consideration, the receipt whereof is hereby acknowledged, Borrower does hereby covenant and agree with Trustee, for the benefit of the respective Registered Owners from time to time of the Notes, as follows:

ARTICLE I

DEFINITIONS; CONTENT OF CERTIFICATES AND OPINIONS

      Section 1.01. Definitions . Unless the context otherwise requires, the terms defined in this Article shall, for all purposes of this Indenture and for the purpose of any certificate, opinion

or other document herein mentioned, have the meanings herein specified. Such definitions are equally applicable to both the singular and plural forms of any of the terms defined.

     “ Accountant ” means any firm of independent certified public accountants selected by Borrower and reasonably acceptable to Trustee and Credit Issuer.

     “ Account Funds ” has the meaning ascribed to such term in Section 5.01 hereof.

     “ Act of Bankruptcy ” means the entry of an order or decree by a court having jurisdiction in the matter for relief against Borrower or any Related Party in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of Borrower or any Related Party or of any substantial part of the property of Borrower or any Related Party, or ordering the winding up or liquidation of the affairs of Borrower or any Related Party; or the institution or commencement by or against Borrower or any Related Party of a voluntary or involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, provided, however, that in the event of an involuntary case such involuntary case or proceeding shall remain undismissed for a period of 60 days, or the consent by it to the entry of an order for relief against it in any involuntary case under any such law, or to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of Borrower or any Related Party or of any substantial part of the property of Borrower or any Related Party, or the making by Borrower or any Related Party of an assignment for the benefit of creditors, or the failure of it generally to pay its debts as they become due, or the admission by it in writing of such failure, or the taking of any action by Borrower or any Related Party in furtherance of any such action, or if a receiver of the business or of the property or assets of Borrower or any Related Party shall be appointed by any court, except a receiver appointed at the instance or request of Borrower or any Related Party.

     “ Additional Payments ” means all payments (other than Note Payments) required to be made by Borrower hereunder.

     “ Alternate Credit Facility ” means bond insurance or other similar credit enhancement facility meeting the requirements of Section 5.07 hereof.

     “ Alternate Letter of Credit ” means an alternate irrevocable letter of credit or similar credit facility issued by a commercial bank, savings institution or other financial institution or entity, the terms of which, other than the expiration date, shall in all material respects be the same as those of the initial Letter of Credit, delivered to Trustee pursuant to Section 5.04 hereof.

     “ Authorized Denomination ” means $100,000 or any multiple of $5,000 in excess of $100,000, or, if the Notes are converted into Notes bearing a Fixed Interest Rate, $5,000 and integral multiples thereof.

     “ Authorized Representative ” means with respect to Borrower, the person or persons at the time designated to act on behalf of Borrower by a written certificate signed by Borrower, furnished to Trustee and Credit Issuer containing the specimen signature of each such person.

     “ Available Moneys ” means moneys which are (a) continuously on deposit with Trustee in trust for a period of 124 days (or for a period of 367 days in the case of a Related Party) for the benefit of the Registered Owners in a separate and segregated account in which only Available Moneys are held and during and prior to which period no Act of Bankruptcy of Borrower or a Related Party occurs or (b) proceeds of (i) the Notes received contemporaneously with the issuance and sale of the Notes, (ii) a drawing under the Letter of Credit, (iii) any other moneys for which Trustee has received a written opinion of nationally recognized counsel experienced in bankruptcy matters and acceptable to Trustee to the effect that payment of such moneys to the Registered Owners would not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code in the event Borrower or any Related Party were to become a debtor under the United States Bankruptcy Code, which opinion is acceptable to each rating agency then rating the Notes, or (iv) moneys derived from the investment of funds qualifying as Available Moneys under the foregoing clauses.

     “ Beneficial Owner ” means generally any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Notes and with respect to Notes held by DTC, those individuals, partnerships, corporations or other entities for whom the Direct Participants have caused DTC to hold the Notes.

     “ Borrower ” means LTF Real Estate VRDN I, LLC, a Delaware limited liability company.

     “ Borrower Notes ” means Notes tendered pursuant to Section 4.06 hereof or subject to mandatory tender pursuant to Section 4.07 hereof and purchased from funds described in Section 8.10(b)(ii) hereof.

     “ Business Day ” means a day which is not a Saturday, Sunday or legal holiday on which banking institutions in the State of New York or in any state in which the principal office of Credit Issuer, or the office of Tender Agent or Trustee designated for payment of the Notes, or the office of Credit Issuer designated for presentations under the Letter of Credit is located are closed or a day on which the New York Stock Exchange is closed.

     “ Certificate ,” “ Statement ,” “ Request ,” “ Requisition ” and “ Order ” of Borrower means, respectively, a written certificate, statement, request, requisition or order signed in the name of Borrower by an Authorized Representative of Borrower. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. If and to the extent required by Section 1.02 hereof, each such instrument shall include the statements provided for in Section 1.02 hereof.

     “ Credit Issuer ” means initially GECC, as the issuer of the Letter of Credit, and upon the acceptance of any Alternate Credit Facility or Alternate Letter of Credit by Trustee as provided herein, the issuer of such Alternate Credit Facility or Alternate Letter of Credit, as the case may be.

     “ Date of Delivery ” means June 13, 2008.

     “ Direct Participant ” means any of those securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations for which DTC, from time to time, holds the Notes as securities depository.

     “ DTC ” means The Depository Trust Company, New York, New York, or any successor securities depository.

     “ Eligible Account ” means an account that is either (a) maintained with a federal or state-chartered depository institution or trust company that has a S&P short-term debt rating of at least ‘A-2’ (or, if no short-term debt rating, a long-term debt rating of ‘BBB+’); or (b) maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit, which, in either case, has corporate trust powers and is acting in its fiduciary capacity. In the event that an account required to be an “Eligible Account” no longer complies with the requirement, Trustee should promptly (and, in any case, within not more than 30 calendar days) move such account to another financial institution such that the Eligible Account requirement will again be satisfied.

     “ Event of Default ” means any of the events specified in Section 7.01 hereof.

     “ Expiration Date ” means the stated date upon which the Letter of Credit or Alternate Letter of Credit shall expire in accordance with its terms.

     “ Fixed Interest Rate ” means the interest rate borne by the Notes from and after the Fixed Interest Rate Date and determined in accordance with Sections 2.03(b) and 2.04 hereof.

     “ Fixed Interest Rate Date ” means the date on which the Notes begin to bear interest at the Fixed Interest Rate, which shall be an Interest Payment Date.

     “ Fixed Rate Period ” means the period from and including the Fixed Interest Rate Date designated pursuant to Section 2.04 hereof to and including the date next preceding the date of maturity on the Notes.

     “ GECC ” means General Electric Capital Corporation, a Delaware corporation, as the issuer of the Letter of Credit.

     “ Government Obligations ” means and includes any of the following securities, if and to the extent the same are non-callable and not subject to redemption at the option of Borrower, at the time legal for investment: direct obligations of, or obligations the full and timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America and including a receipt, certificate or any other evidence of a direct ownership interest of future payments in an obligation of, or unconditionally guaranteed by, the United States of America, or in specified portions thereof held by a custodian in safekeeping for the holders of such receipt, certificate or any other evidence of ownership (which may consist of specified portions of interest thereon) which is rated or assessed in the highest rating category of Moody’s and S&P to the extent each such rating agency is then rating the Notes, but excluding any share or interest in any unitary investment trust or mutual fund

unless such unitary investment trust or mutual fund is rated or assessed in the highest rating category of Moody’s and S&P to the extent each such rating agency is then rating the Notes.

     “ Indenture ” means this Indenture, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture.

     “ Information Services ” means a national information service that disseminates notices of redemptions of notes such as the Notes.

     “ Interest Account ” means the account of that name in the Revenue Fund established pursuant to Section 5.02 hereof.

     “ Interest Payment Date ” means (i) with respect to interest accruing at the Weekly Interest Rate, the first Business Day of each calendar month, commencing on July 1, 2008 and (ii) with respect to interest accruing at the Fixed Interest Rate, each Semiannual Date, commencing with the first such date that is at least two months after the Fixed Interest Rate Date.

     “ Investment Letter ” means the form of Investment Letter required by the Remarketing Agreement to be executed by the purchaser of any Note.

     “ Letter of Credit ” means (a) that certain irrevocable direct pay letter of credit No. LF-001 issued by GECC pursuant to the terms and conditions of the Reimbursement Agreement, as the same may be amended or modified in accordance with its terms, naming Trustee as beneficiary and delivered on the date of issuance and delivery of the Notes; (b) in the event of delivery of an Alternate Letter of Credit, such Alternate Letter of Credit; or (c) in the event of delivery of an Alternate Credit Facility, such Alternate Credit Facility.

     “ Letter of Credit Account ” means the account of that name established in the Revenue Fund pursuant to Section 5.03 hereof.

     “ Letter of Credit Substitution Date ” means the date an Alternate Credit Facility or Alternate Letter of Credit is delivered to Trustee pursuant to the terms of this Indenture.

     “ Liquidity Account ” means the account of that name established in the Purchase Fund pursuant to Section 8.10 hereof.

     “ Mandatory Tender Date ” means the (a) the Fixed Interest Rate Date in case of Notes which are to be purchased upon conversion to the Fixed Interest Rate; and (b) any Letter of Credit Substitution Date, pursuant to which the Notes are required to be tendered for purchase in accordance with Section 4.07 hereof.

     “ Moody’s ” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved, liquidated or replaced by Borrower as the rating agency for the Notes, or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by Borrower which is requested to provide a rating on the Notes.

     “ Net Proceeds ” means the proceeds from insurance or from actual or threatened condemnation or eminent domain action with respect to the Property, less any costs reasonably expended by Borrower to collect such proceeds.

     “ Non-Tendered Notes ” has the meaning ascribed to such term in Section 4.07 hereof.

     “ Note ” or “ Notes ” means Borrower’s $34,235,000 Variable Rate Demand Notes, Series 2008 issued under this Indenture in the form attached hereto as Exhibit A.

     “ Note Fund ” means the fund of that name established pursuant to Section 3.02 hereof.

     “ Note Payment Date ” means any date on which any principal of, premium, if any, or interest on, any Outstanding Note shall be due and payable whether at maturity or on a scheduled Interest Payment Date or upon redemption, in each case in accordance with the terms of the Notes and this Indenture.

     “ Note Payments ” means the payments required to be made by Borrower pursuant to Section 5.02 hereof.

     “ Note Registrar ” means the Note registrar specified in Section 2.08 hereof.

     “ Noteholder ” means, as of any time, the Registered Owner of any Note as shown in the register kept by Note Registrar.

     “ Organization Documents ” mean Borrower’s articles or certificate of incorporation and bylaws if Borrower is a corporation, articles of organization and operating agreement if Borrower is a limited liability company, certificate of limited partnership and partnership agreement if Borrower is a partnership and trust agreement or declaration of trust if Borrower is a trust, as such Organization Documents may be amended from time to time.

     “ Outstanding ” when used as of any particular time with reference to Notes, means (subject to the provisions of Section 11.08 hereof) all Notes theretofore, or thereupon being, authenticated and delivered by Note Registrar under this Indenture except (a) Notes theretofore cancelled by Note Registrar or surrendered to Note Registrar for cancellation; (b) Notes with respect to which liability of Borrower shall have been discharged in accordance with Section 10.02 hereof, including Notes (or portions of Notes) referred to in Section 11.08 hereof; (c) Notes paid or for the transfer or exchange of or in lieu of or in substitution for which other Notes shall have been authenticated and delivered by Note Registrar pursuant to Section 2.10 hereof and any other provision of this Indenture; and (d) Notes which have been deemed purchased pursuant to Section 4.07 hereof.

     “ Participating Underwriter ” means any broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities subject to Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as amended.

     “ Paying Agent ” means Trustee and any other paying agent for the Notes appointed pursuant to the provisions of this Indenture.

     “ Payment Request Form ” means the form of Payment Request Form attached hereto as Exhibit B executed by Borrower and Credit Issuer pursuant to the terms hereof.

     “ Person ” means an individual, corporation, firm, association, partnership, trust, or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof.

     “ Principal Account ” means the account of that name in the Revenue Fund established pursuant to Section 5.02 hereof.

     “ Property ” has the meaning ascribed to such term in the Reimbursement Agreement.

     “ Purchase Date ” means (a) the date specified in each notice given by a Registered Owner pursuant to Section 4.06 hereof on which the Notes being tendered by such Registered Owner shall be purchased by Tender Agent and (b) the Mandatory Tender Date.

     “ Purchase Fund ” means the fund of that name established pursuant to Section 8.10 hereof.

     “ Qualified Investments ” means (a) securities that are general obligations of or are guaranteed as to the payment of principal and interest by the United States of America; (b) obligations, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following: Federal Home Loan Bank System, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Corporation or Federal Housing Administration; (c) commercial paper issued by corporations organized under the laws of a state of the United States which is rated in the highest rating category by S&P’s or Moody’s; (d) money market funds registered under the Investment Company Act of 1940 whose shares are registered under the Securities Act of 1933 and which have a rating of “AAAm-G” or “AAAm” of S&P, including money market funds which Trustee or any of its affiliates operates or manages; or (e) certificates of deposit issued by or other forms of deposit in any national or state bank, including Trustee, to the extent that such deposits are fully insured by the Federal Deposit Insurance Corporation or any successor agency which is backed by the full faith and credit of the United States. Derivative products are not “Qualified Investments.”

     “ Rate Mode ” means the Weekly Mode or Fixed Interest Rate.

     “ Record Date ” means, prior to the Fixed Interest Rate Date, the Business Day preceding each Interest Payment Date, and after the Fixed Interest Rate Date, the 15th day of the calendar month preceding each Interest Payment Date, whether or not such day is a Business Day.

     “ Redemption Account ” means the account of that name established in the Revenue Fund pursuant to Section 5.02 hereof.

     “ Registered Owner ” means the Person in whose name a Note is registered.

     “ Reimbursement Agreement ” means the Reimbursement Agreement dated as of the date hereof among Borrower, Credit Issuer and GE Government Finance, Inc., as from time to time amended or supplemented in accordance with the terms thereof, or any other similar agreement

entered into by Borrower and Credit Issuer in connection with the issuance of any Alternate Letter of Credit or Alternate Credit Facility.

     “ Related Party ” means (a) any general partner or member of Borrower; (b) Tenant (as defined in the Reimbursement Agreement) or (c) Lease Guarantor (as defined in the Reimbursement Agreement).

     “ Remarketing Account ” means the account of that name established in the Purchase Fund pursuant to Section 8.10 hereof.

     “ Remarketing Agent ” means the remarketing agent or agents appointed in accordance with Section 8.08 hereof. Remarketing Agent shall initially be Dougherty & Company LLC, a Delaware limited liability company. “Principal Office” of Remarketing Agent means the office thereof designated in writing to Trustee, Tender Agent, Credit Issuer and Borrower.

     “ Remarketing Agreement ” means the Remarketing Agreement dated as of the date hereof between Borrower and Remarketing Agent, as such agreement may from time to time be amended and supplemented in accordance with the terms thereof, to remarket the Notes delivered or deemed to be delivered for purchase by the Registered Owners thereof, and any other similar agreement entered into with any successor Remarketing Agent. No such amendment or supplement or similar agreement shall alter the rights or obligations of the Registered Owners of Notes to deliver their Notes for purchase as provided herein.

     “ Revenue Fund ” means the fund of that name established pursuant to Section 5.01 hereof.

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, or, if such corporation shall be dissolved, liquidated or replaced by Borrower as the rating agency for the Notes, or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by Borrower which is requested to provide a rating on the Notes.

     “ Semiannual Date ” means each January 1 and July 1.

     “ Semiannual Period ” means a six-month period commencing on a Semiannual Date and ending on and including the day immediately preceding the next Semiannual Date.

     “ Special Record Date ” means the date established by Trustee pursuant to Section 2.02(c) hereof as a record date for the payment of defaulted interest on the Notes.

     “ State ” means the State of Minnesota.

     “ Supplemental Indenture ” means any indenture hereafter duly authorized and entered into between Borrower and Trustee, supplementing, modifying or amending this Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder.

     “ Tender Agent ” means Manufacturers and Traders Trust Company, a New York state banking corporation having a designated corporate trust office at 213 Market Street, Harrisburg, PA 17101, or any successor appointed pursuant to Section 8.14 hereof.

     “ Trustee ” means Manufacturers and Traders Trust Company, a New York state banking corporation having a designated corporate trust office at 213 Market Street, Harrisburg, PA 17101, or its successor as Trustee hereunder as provided in Section 8.01 hereof.

     “ Weekly Interest Rate ” means the interest rate on the Notes determined pursuant to Section 2.03(a) hereof.

     “ Weekly Mode ” means the Rate Mode during which the Notes bear interest at a Weekly Interest Rate.

     “ Weekly Rate Calculation Date ” means Wednesday in each calendar week or, if any Wednesday is not a Business Day, the first Business Day preceding such Wednesday.

     “ Weekly Rate Period ” means the seven-day period commencing on the first Thursday following the corresponding Weekly Rate Calculation Date and running through Wednesday of the following calendar week, except that (i) the first Weekly Rate Period shall commence on the Delivery Date and end on and include the first Wednesday occurring on or after the Delivery Date, and (ii) the last Weekly Rate Period prior to the Fixed Interest Rate Date or final maturity date, whichever is earlier, shall end on and include the last day immediately preceding the Fixed Interest Rate Date or final maturity date, as applicable.

      Section 1.02. Content of Certificates and Opinions . Every certificate or opinion provided for in this Indenture with respect to compliance with any provision hereof shall include (a) a statement that the Person making or giving such certificate or opinion has read such provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the certificate or opinion is based; (c) a statement that, in the opinion of such Person, he or she has made or caused to be made such examination or investigation as is necessary to enable him or her to express an informed opinion with respect to the subject matter referred to in the instrument to which his or her signature is affixed; (d) a statement of the assumptions upon which such certificate or opinion is based, and that such assumptions are reasonable; and (e) a statement as to whether, in the opinion of such Person, such provision has been complied with.

     Any such certificate or opinion made or given by an officer or an Authorized Representative of Borrower may be based, insofar as it relates to legal, accounting or any business matter, upon a certificate or opinion of or representation by counsel, an Accountant or a management consultant, unless such officer knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which such certificate or statement may be based, as aforesaid, is erroneous. Any such certificate or opinion made or given by counsel, an Accountant or a management consultant may be based, insofar as it relates to factual matters (with respect to which information is in the possession of Borrower) upon a certificate or opinion of or representation by an officer of Borrower, unless such counsel, Accountant or management consultant knows, or in the exercise of reasonable care

should have known, that the certificate or opinion or representation with respect to the matters upon which such Person’s certificate or opinion or representation may be based, as aforesaid, is erroneous. The same officer of Borrower, or the same counsel or Accountant or management consultant, as the case may be, need not certify to all of the matters required to be certified under any provision of this Indenture, but different officers, counsel, Accountants or management consultants may certify to different matters, respectively.

      Section 1.03. Interpretation .

     (a) Unless the context otherwise indicates, defined terms shall include all variations thereof and words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

     (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

     (c) The date of this Indenture is intended as a date for the convenient identification thereof and is not intended to indicate that this Indenture was executed and delivered on such date. This Indenture was executed and delivered on the Date of Delivery.

     (d) Unless otherwise indicated, all references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words “herein,” “hereof,” “hereby,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.

ARTICLE II

THE NOTES

      Section 2.01. Authorization of Notes . There shall be issued under and secured by this Indenture a single series of Notes to be designated as “LTF Real Estate VRDN I, LLC Variable Rate Demand Notes, Series 2008” in the original principal amount of $34,235,000, to be dated as of the Date of Delivery and to mature fully (subject to prior redemption at the prices and dates and upon the terms and conditions hereinafter set forth) on June 1, 2033.

      Section 2.02. Terms of the Notes .

     (a) The Notes shall be issued as fully registered Notes without coupons in the Authorized Denominations. The Notes shall be in substantially the form set forth in Exhibit A hereto.

     (b) The Notes shall bear interest until payment of the principal thereof and interest thereon shall have been made or provided for in accordance with the provisions

hereof, whether at maturity, upon redemption or otherwise. So long as the Notes accrue interest at a Weekly Interest Rate, interest shall be computed on the basis of a year of 360 days for the number of days actually elapsed. Interest accruing on the Notes at a Fixed Interest Rate shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

     (c) Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner as of the Record Date for such payment of interest, and shall be paid to the Person in whose name the Note is registered at the close of business on a Special Record Date for the payment of such defaulted interest, to be fixed by Trustee, notice thereof being given to the Registered Owners not less than ten days prior to such Special Record Date.

     (d) Interest shall be paid on each Interest Payment Date in lawful money of the United States by check mailed to each Registered Owner at the address shown on the registration books maintained by Note Registrar pursuant to the terms hereof; provided, however, interest may also be paid by wire transfer to an address in the continental United States in the case of a Registered Owner of at least $1,000,000 aggregate principal amount of Notes upon written request of the Registered Owner thereof 15 days prior to the applicable Record Date to Note Registrar in a form satisfactory to Note Registrar.

     (e) The principal of the Notes shall be payable in lawful money of the United States of America on June 1, 2033 at the designated corporate trust office of Trustee at 213 Market Street, Harrisburg, PA 17101 or at such other office as Trustee may designate. Except as provided in Section 2.10 hereof, no payment of principal shall be made on any Note unless and until such Note is tendered to Trustee for cancellation, as the case may be.

     (f) The Notes shall be subject to redemption and purchase as provided in Article IV hereof.

      Section 2.03. Interest on Notes . The Notes shall bear interest for each day from and including the Date of Delivery until the Fixed Interest Rate Date or final maturity date, whichever is earlier, at the Weekly Interest Rate, provided that appropriate adjustments may be made for the initial period following the Date of Delivery. The Notes shall bear interest from and including the Fixed Interest Rate Date until the final maturity date of the Notes at the Fixed Interest Rate.

     (a) Weekly Interest Rate .

     (i) A Weekly Interest Rate shall be determined for each Weekly Rate Period as described below. For each Weekly Rate Period, the interest rate on the Notes in the Weekly Mode shall be the current market rate determined by Remarketing Agent on the immediately preceding Weekly Rate Calculation Date, in accordance with this Section. On each Weekly Rate Calculation Date, Remarketing Agent shall determine the Weekly Interest Rate for the next succeeding Weekly Rate Period as the rate which, if borne by the Notes in the

Weekly Mode, would, in the judgment of Remarketing Agent, be the lowest interest rate necessary to enable Remarketing Agent to arrange for the sale of all of the Outstanding Notes in the Weekly Mode at a price equal to the principal amount thereof plus accrued interest thereon. Notice of such Weekly Interest Rate shall be given in writing by Remarketing Agent to Borrower, Trustee and Credit Issuer by the close of business on the Weekly Rate Calculation Date. Anything herein to the contrary notwithstanding, in no event shall the Weekly Interest Rate borne by the Notes in the Weekly Mode exceed the lesser of 15% per annum or the maximum rate permitted by law.

     (ii) If for any reason Remarketing Agent does not determine a Weekly Interest Rate for any Weekly Rate Period as aforesaid, the Weekly Interest Rate for that Weekly Rate Period shall be equal to the Weekly Interest Rate in effect for the immediately preceding Weekly Rate Period for the Notes.

     (iii) The determination of the Weekly Interest Rate by Remarketing Agent pursuant to this Indenture shall be conclusive and binding upon Borrower, Trustee, Remarketing Agent, Credit Issuer and the Registered Owners.

     (b) Fixed Interest Rate .

     (i) A Fixed Interest Rate shall be determined for the Fixed Rate Period as described below. The Fixed Interest Rate for Notes subject to the Fixed Interest Rate shall be determined by Remarketing Agent as the lowest rate of interest that, in the judgment of Remarketing Agent, would be necessary to enable Remarketing Agent to arrange for the sale of the Notes subject to the Fixed Interest Rate in a secondary market sale at a price equal to the principal amount thereof, plus accrued interest, on the first Business Day of the Fixed Rate Period. Notice of the Fixed Interest Rate shall promptly be given by telephone (promptly confirmed in writing) by Remarketing Agent to Trustee, Borrower and Credit Issuer, if any. Determination of the Fixed Interest Rate pursuant to this Section shall be conclusive and binding upon Trustee, Borrower, Credit Issuer, if any, Remarketing Agent and the Registered Owners and shall not exceed the lesser of 15% per annum or the highest rate permitted by law.

      Section 2.04. Conversion to Fixed Interest Rate . Borrower, with the prior written consent of Credit Issuer, unless the Letter of Credit then in effect shall expire or terminate in accordance with its terms upon any such conversion, shall have the option to convert the Notes from the Weekly Mode to a Fixed Interest Rate as herein provided on any Fixed Interest Rate Date Borrower shall select, provided that each Fixed Interest Rate Date shall be an Interest Payment Date and that the Notes shall be converted in whole and not in part. Borrower may exercise its option to direct the conversion of the Notes to a Fixed Interest Rate only one time. Borrower shall exercise such option by giving written notice to Trustee, Remarketing Agent and Credit Issuer, stating its election to convert the Rate Mode of the Notes to the Fixed Interest Rate, stating the Fixed Interest Rate Date therefor, not less than 60 days prior to such Fixed Interest Rate Date, or such shorter period of time as may be consented to by Trustee, Credit Issuer and Remarketing Agent, each such consent not to be unreasonably withheld. Upon receipt

of such notice by Trustee, Trustee may conclusively assume that Remarketing Agent and Credit Issuer also received a copy of such notice. Notice of the exercise of an option to convert shall not be effective unless, within 10 days of the delivery of such notice, there shall have been delivered to Trustee (i) written consent of Credit Issuer to such conversion unless the Letter of Credit expires or terminates in accordance with its terms upon such conversion and (ii) if the Letter of Credit will expire or terminate in accordance with its terms on the Fixed Interest Rate Date and if an Alternate Credit Facility or Alternate Letter of Credit is to be delivered upon the conversion, a commitment for the delivery of an Alternate Credit Facility or Alternate Letter of Credit to secure the Notes to be effective on and as of the Fixed Interest Rate Date. In the case of a conversion in accordance with this Section 2.04, Trustee shall, at the expense of Borrower, give notice by first-class mail (postage prepaid) to the Registered Owners not less than 30 days prior to the proposed Fixed Interest Rate Date stating (i) that the interest rate on such Notes is scheduled to be converted to a Fixed Interest Rate through the maturity date, (ii) the proposed Fixed Interest Rate Date, (iii) that Borrower, on or before the tenth day prior to the proposed Fixed Interest Rate Date, may determine not to convert the Notes, in which case Trustee shall, at the expense of Borrower, notify the Registered Owners in writing to such effect, (iv) whether a Letter of Credit will secure the Notes after the conversion to the Fixed Interest Rate and, in the event that an Alternate Credit Facility or Alternate Letter of Credit is to be delivered in connection with the conversion, the name of the provider and its current ratings by each Rating Agency then rating the Notes and (v) that all such Outstanding Notes will be subject to a mandatory purchase on the Fixed Interest Rate Date at a price of par plus accrued and unpaid interest, if any, and that such mandatory purchase will occur even if any condition to the conversion is not met or the Notes to be converted are not remarketed in full. Trustee, Borrower, Credit Issuer and Remarketing Agent shall not be liable to any Registered Owners for failure to give any notice required above or for failure of any Registered Owners to receive any such notice. Upon conversion under this Section, the Notes being converted shall be subject to mandatory purchase on the Fixed Interest Rate Date. If any condition to which a conversion is subject is not satisfied in full or any Alternate Credit Facility or Alternate Letter of Credit required to be delivered in connection with such conversion is not delivered to Trustee or if the Notes being converted to a Fixed Interest Rate on such Fixed Interest Rate Date have not been fully remarketed by Remarketing Agent pursuant to Section 8.09 hereof, all by 2:00 p.m., New York time, on the Fixed Interest Rate Date, then the proposed conversion shall be deemed to have failed, but the mandatory tender of the Notes under Section 4.07 hereof still shall occur.

      Section 2.05. Execution of Notes . The Notes shall be executed in the name and on behalf of Borrower. The Notes shall then be delivered to Note Registrar for authentication by it. In case any of the officers who shall have signed or attested any of the Notes shall cease to be such officer or officers of Borrower before the Notes so signed or attested shall have been authenticated or delivered by Note Registrar or issued by Borrower, such Notes may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon Borrower as though those who signed and attested the same had continued to be such officers of Borrower, and also any Notes may be signed and attested on behalf of Borrower by such persons as at the actual date of execution of such Notes shall be the proper officers of Borrower although at the nominal date of such Notes any such person shall not have been such officer of Borrower.

     Only such of the Notes as shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto, with the manual signature of Note Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of Note Registrar shall be conclusive evidence that the Notes so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture.

      Section 2.06. Transfer of Notes .

     (a) Any Note may, in accordance with its terms, and subject to the transfer restrictions set forth in subsection (b) of this Section, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such registered Note for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by Note Registrar. Transfer of a Note shall not be permitted by Note Registrar: (a) if Note Registrar has received notice from the Registered Owner of such Note that such Note will be delivered to Tender Agent for purchase on or before the next succeeding Interest Payment Date, (b) if Note Registrar receives such written instrument of transfer after the Record Date prior to the next succeeding Interest Payment Date or (c) the provisions of subsection (b) of this Section have not been satisfied.

     Whenever any Note or Notes shall be surrendered for transfer, Borrower shall execute and Note Registrar shall authenticate and deliver a new Note or Notes for a like aggregate principal amount in an Authorized Denomination. Note Registrar shall require the Registered Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer, and may in addition require the payment of a reasonable sum to cover expenses incurred by Borrower and Note Registrar in connection with such transfer.

     Notwithstanding the foregoing, prior to the Fixed Interest Rate Date, no Notes held by or for the account of Borrower shall be transferred upon the books required to be kept pursuant to Section 2.08 hereof.

     (b) Every Note that bears or is required under this subsection to bear the legend set forth in Exhibit A — Form of Note (the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this subsection (including those set forth in the legend set forth in Exhibit A — Form of Note (the “Transfer Restriction Legend”)) unless such restrictions on transfer shall be waived by written consent of Borrower, and the holder of each such Restricted Security, by such Noteholder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this subsection, the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security.

     Until the expiration of the holding period applicable to sales thereof under paragraph (b)(1)(ii) of Rule 144 under the Securities Act of 1933, as amended (or any successor provision) (the “Securities Act”), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof) shall bear a legend in

substantially the form of the Transfer Restriction Legend and the holder of such Restricted Security will deliver to such Person to whom such Note is transferred a notice substantially to the effect of the Transfer Restriction Legend, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by Borrower in writing, with written notice thereof to Trustee.

     No Person may transfer or exchange a Restricted Security or a beneficial interest in a Restricted Security (including, without limitation, the removal of the Transfer Restriction Legend thereon) unless such transfer or exchange is made (i) to Borrower or any subsidiary thereof, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to a qualified institutional buyer in compliance with the applicable requirements of Rule 144A or (iv) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, if available, or another exemption from the registration requirements of the Securities Act and, in the case of clauses (i), (iii) and (iv), if requested by the Note Registrar (or Borrower in the case of a transfer or exchange pursuant to clause (iv) above), certificates or an opinion of counsel in form reasonably acceptable to the Note Registrar (and Borrower in the case of a transfer or exchange pursuant to clause (iv) above) stating that (A) such transfer or exchange is in compliance with the Securities Act and applicable state securities law and (B) if such transferee or exchangee seeks the removal of the Transfer Restriction Legend, the restrictions on transfer contained herein and in the Transfer Restriction Legend are no longer required in order to maintain compliance with the Securities Act and applicable state securities law. Upon satisfaction of the requirements of this subsection with respect to the removal of the Transfer Restriction Legend, as appropriate, such Restricted Security or such beneficial interest in such Restricted Security shall be exchanged for an unrestricted Note or such beneficial interest in an unrestricted Note.

     Any Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by Trustee, DTC or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradeable on The Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject.

     Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Trustee shall have no

responsibility for the actions or omissions of any securities depositary, or for the accuracy of the books or records of any securities depositary.

      Section 2.07. Exchange of Notes . Notes may be exchanged at the designated corporate trust office of Trustee for a like aggregate principal amount of Notes of other Authorized Denominations. Note Registrar shall require the Registered Owner requesting such exchange to deliver such Notes to be exchanged and to pay any tax or other governmental charge required to be paid with respect to such exchange, and may in addition require the payment of a reasonable sum to cover expenses incurred by Borrower or Note Registrar in connection with such exchange. Thereupon, the Notes delivered to Note Registrar for exchange shall be cancelled by Note Registrar.

      Section 2.08. Note Registrar . Trustee is hereby designated and appointed as Note Registrar (the “Note Registrar”). Note Registrar will keep or cause to be kept at its designated corporate trust office, or at such other office as Note Registrar may designate, sufficient books for the registration and transfer of the Notes, which shall at all times be open to inspection during regular business hours by Borrower; and, upon presentation for such purpose, Note Registrar shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Notes as hereinbefore provided.

      Section 2.09. Temporary Notes . The Notes may be issued in temporary form exchangeable for definitive Notes when ready for delivery. Any temporary Note may be printed, lithographed or typewritten, shall be in an Authorized Denomination, shall be in fully registered form without coupons and may contain such reference to any of the provisions of this Indenture as may be appropriate and in a form acceptable to Paying Agent. Every temporary Note shall be executed by Borrower and be authenticated by Note Registrar upon the same conditions and in substantially the same manner as the definitive Notes. If Borrower issues temporary Notes it will execute and deliver definitive Notes as promptly thereafter as practicable, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the designated corporate trust office of Note Registrar and Note Registrar shall authenticate and deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes in Authorized Denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes authenticated and delivered hereunder.

      Section 2.10. Notes Mutilated, Lost, Destroyed or Stolen . If any Note shall become mutilated, Borrower, at the expense of the Registered Owner of said Note, shall execute, and Note Registrar shall thereupon authenticate and deliver, a new Note of like tenor in exchange and substitution for the Note so mutilated, but only upon surrender to Note Registrar of the Note so mutilated. Every mutilated Note so surrendered to Note Registrar shall be cancelled by it and delivered to, or upon the order of, Borrower. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to Note Registrar and, if such evidence be satisfactory to it and indemnity satisfactory to Note Registrar and Borrower shall be given, Borrower, at the expense of the Registered Owner, shall execute, and Note Registrar shall thereupon authenticate and deliver, a new Note of like tenor in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall have matured or shall be about to mature, instead of issuing a substitute Note, Borrower may pay the same without surrender thereof upon such maturity date). Note Registrar may require payment by the Registered Owner

of a sum not exceeding the actual cost of preparing each new Note issued under this Section and the expenses which may be incurred by Borrower and Note Registrar in the premises. Any Note issued under the provisions of this Section in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of Borrower whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone and shall be entitled to the benefits of this Indenture with all other Notes secured by this Indenture.

      Section 2.11. Absolute and Unconditional Obligations . The obligations of Borrower to make the Note Payments and other payments required by the terms hereof and to provide or cause to be provided the Letter of Credit pursuant to the terms hereof, and to perform and observe the other agreements on its part contained herein, shall be absolute and unconditional, irrespective of any defense or any rights of set-off, recoupment or counterclaim it might otherwise have, and during the term of this Indenture, Borrower shall pay absolutely all payments to be made pursuant to the terms hereof, the obligation to provide or cause to be provided the Letter of Credit pursuant to the terms hereof, and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off. Until such time as the principal of, premium, if any, and interest on the Notes shall have been fully paid, or provision for the payment thereof shall have been made as required by this Indenture, Borrower (a) will not suspend or discontinue any payments required to be made by Borrower pursuant to this Indenture, including (without limitation) the payments provided for in Section 5.02 hereof and the obligation to provide or cause to be provided the Letter of Credit pursuant to Section 5.04 hereof; (b) will perform and observe all of its other covenants contained in this Agreement; and (c) except as provided in Article IV hereof, will not terminate this Indenture for any cause, including (without limitation) commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State, or any political subdivision of either of these, or any failure of Trustee to perform and observe any covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Indenture.

      Section 2.12. Book-Entry Only System .

     (a) Except as otherwise provided in subsections (b) and (c) of this Section, the Notes initially authenticated and delivered hereunder shall be registered in the name of Cede & Co., as nominee of DTC or such other nominee as DTC shall request. Payments of interest on, principal of and any premium on the Notes shall be made to the account of Cede & Co. on each Note Payment Date at the address indicated for Cede & Co. in the registration books maintained by Note Registrar by transfer of immediately available funds. DTC has represented to Borrower that it will maintain a book-entry system in recording ownership interests of its participants (the “Direct Participants”) and the ownership interests of a purchaser of a beneficial interest in the Notes (a “Beneficial Owner”) will be recorded through book entries on the records of the Direct Participants.

     (b) The Notes shall be initially issued in the form of a separate single authenticated fully registered Note in the amount of $34,235,000. With respect to Notes so registered in the name of Cede & Co., Borrower, Trustee and Tender Agent shall have no responsibility or obligation to any Direct Participant or to any Beneficial Owner of such Notes. Without limiting the immediately preceding sentence, Borrower, Trustee and

Tender Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Direct Participant with respect to any beneficial ownership interest in the Notes, (ii) the delivery to any Direct Participant, Beneficial Owner or other person, other than DTC, of any notice with respect to the Notes, including any notice of redemption, (iii) the payment to any Direct Participant, Beneficial Owner or other person, other than DTC, of any amount with respect to the principal or redemption price of, or interest on, the Notes or (iv) any consent given or other action taken by DTC as Registered Owner of the Notes. Borrower, Trustee and Tender Agent may treat DTC as, and deem DTC to be, the absolute Registered Owner of each Note for all purposes whatsoever including (but not limited to) (A) payment of the principal or redemption price of, and interest on, each such Note, (B) giving notices of conversion or redemption and other matters with respect to such Notes and (C) registering transfers with respect to such Notes. Trustee shall pay the principal or redemption price of, and interest on, all Notes only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge Borrower’s obligations with respect to such principal or redemption price, and interest, to the extent of the sum or sums so paid. No person other than DTC shall receive a Note evidencing the obligation of Borrower to make payments of principal or redemption price of, and interest on, the Notes pursuant to this Indenture. Upon delivery by DTC to Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions hereof, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.

     (c) (i) DTC may determine to discontinue providing its services with respect to the Notes at any time by giving reasonable written notice to Borrower, Trustee and Tender Agent and discharging its responsibilities with respect thereto under applicable law.

     (ii) Borrower, in its sole discretion and without the consent of any other person, may terminate, upon provision of notice to Trustee and Tender Agent, the services of DTC with respect to the Notes if Borrower determines that the continuation of the system of book-entry only transfers through DTC (or a successor securities depository) is not in the best interests of the Beneficial Owners of the Notes or is burdensome to Borrower, and shall terminate the services of DTC with respect to the Notes upon receipt by Borrower, Trustee and Tender Agent of written notice from DTC to the effect that DTC has received written notice from Direct Participants having interests, as shown in the records of DTC, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the then Outstanding Notes to the effect, that: (A) DTC is unable to discharge its responsibilities with respect to such Notes, or (B) a continuation of the requirement that all of the Outstanding Notes be registered in the registration books kept by Trustee in the name of Cede & Co., as nominee of DTC, is not in the best interest of the Beneficial Owners of such Notes.

     (d) Upon the termination of the services of DTC with respect to the Notes pursuant to subsection (c)(ii)(B) hereof, or upon the discontinuance or termination of the

services of DTC with respect to the Notes pursuant to subsection (c)(i) or subsection (c)(ii)(A) hereof after which no substitute securities depository willing to undertake the functions of DTC hereunder can be found or which, in the opinion of Borrower, is willing and able to undertake such functions upon reasonable and customary terms, the Notes shall no longer be restricted to being registered in the registration books kept by Note Registrar in the name of Cede & Co. as nominee of DTC. In such event, Borrower shall issue and Trustee shall transfer and exchange Note certificates as requested by DTC or Direct Participants of like principal amount, series and maturity, in Authorized Denominations to the identifiable Beneficial Owners in replacement of such Beneficial Owners’ beneficial interests in the Notes.

     (e) Notwithstanding any other provision of this Indenture to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal or redemption price of, and interest on, such Note and all notices with respect to such Note shall be made and given, respectively, to DTC.

     (f) In connection with any notice or other communication to be provided to Registered Owners pursuant to this Indenture by Borrower, Tender Agent or Trustee with respect to any consent or other action to be taken by Registered Owners, Borrower, Tender Agent or Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

     (g) Notwithstanding any provision herein to the contrary, Borrower and Trustee may agree to allow DTC, or its nominee, Cede & Co., to make a notation on any Note redeemed in part to reflect, for informational purposes only, the principal amount and date of any such redemption.

     (h) Notwithstanding any provision herein to the contrary, so long as the Notes are subject to a system of book-entry only transfers pursuant to this Section, any requirement for the delivery of Notes to Tender Agent in connection with a mandatory tender pursuant to Section 4.07 hereof shall be deemed satisfied upon the transfer, on the registration books of DTC, of the beneficial ownership interests in such Notes tendered for purchase to the account of Tender Agent, or a Direct Participant acting on behalf of Tender Agent.

      Section 2.13. CUSIP Numbers . Borrower in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Registered Owners; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. Borrower will promptly notify Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE III

ISSUANCE OF NOTES; APPLICATION OF PROCEEDS

      Section 3.01. Issuance of the Notes . Upon satisfaction of the conditions precedent set forth in Section 3.01 of the Reimbursement Agreement as evidenced by the issuance of the Letter of Credit, Borrower shall execute and issue the Notes and Note Registrar shall authenticate and deliver Notes in the aggregate principal amount set forth in Section 2.01 hereof. The proceeds received from the sale of the Notes in the amount of $34,072,383.75 (which represents the principal amount of the Notes, $34,235,000, less underwriter’s discount of $162,616.25) shall be deposited in trust with Trustee, who shall deposit said proceeds in the Note Fund.

      Section 3.02. Establishment and Application of Note Fund .

     (a) Trustee shall establish, maintain and hold in trust a separate fund designated as the “Note Fund.” The moneys in the Note Fund shall be used and withdrawn as provided herein.

     (b) Before any payment from the Note Fund shall be made, Borrower shall file or cause to be filed with Trustee a Payment Request Form, executed by Borrower and Credit Issuer, fully completed and with all supporting documents described therein attached thereto; provided, however, moneys in the Note Fund shall not be disbursed unless and until Borrower satisfies the requirements set forth in Section 3.01 of the Reimbursement Agreement. Upon receipt of a Payment Request Form (which may be sent by facsimile transmission) executed on behalf of Credit Issuer and an Authorized Representative of Borrower, Trustee shall disburse proceeds from the Note Fund in such amounts and to such parties as directed therein. Upon receipt of a written request from Credit Issuer (which may be sent by facsimile transmission), Trustee shall disburse proceeds from the Note Fund in order to reimburse Credit Issuer for any real estate-related costs such as costs for the appraisal, environmental audit and engineer’s inspections.

     (c) Upon (i) the occurrence of an Event of Default or notice from Credit Issuer that an Event of Default has occurred, or (ii) any such time that there are no longer any Outstanding Notes, Trustee, at the direction of Credit Issuer, shall transfer any remaining balance in the Note Fund, to a separate account within the Redemption Account, which Trustee shall establish and hold in trust, and which shall be entitled the “Surplus Account.” The moneys in the Surplus Account shall be used and applied first to reimburse Credit Issuer for any draws theretofore made by Trustee under the Letter of Credit but not yet reimbursed (including, without limitation, any draws relating to the purchase of any Borrower Notes), and then to pay principal only in connection with the call and redemption of Notes to the maximum degree permissible in accordance with Section 4.01 hereof, and at the earliest possible dates at which Notes can be redeemed without payment of premium pursuant to this Indenture.

ARTICLE IV

REDEMPTION AND PURCHASE OF NOTES

      Section 4.01. Terms of Redemption . The Notes are subject to redemption by Borrower if and to the extent Borrower is entitled to make and makes, or is required to make, a payment or prepayment pursuant to this Indenture. All such prepayments by Borrower shall be deposited in the Redemption Account. Borrower shall not call the Notes for optional redemption, and Trustee shall not give notice of any such optional redemption, unless Borrower has made or caused to be made all Note Payments due hereunder and any required principal payments required under the Reimbursement Agreement.

     The Notes shall be subject to redemption by Borrower upon the following terms in increments of $5,000, provided that in the event of redemption of less than all of the Notes, the amount which remains Outstanding shall be in Authorized Denominations:

     (a) Sinking Fund Redemption . The Notes are not subject to mandatory sinking fund redemption.

     (b) Optional Redemption During Weekly Mode . While the Notes are in the Weekly Mode, the Notes are subject to optional redemption, in whole on any Business Day or in part on any Interest Payment Date, at the option of Borrower, with the written approval of Credit Issuer, at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed, plus interest accrued thereon to the redemption date. Borrower shall be deemed to have exercised such option and Credit Issuer shall be deemed to have given such consent in connection with any redemptions scheduled pursuant to the Reimbursement Agreement, and such exercise and consent shall remain in effect unless and until Trustee receives contrary written notification from Credit Issuer.

     (c) No Optional Redemption After the Fixed Interest Rate Date . After the Fixed Interest Rate Date, the Notes are not subject to redemption at the option of Borrower.

     (d) Mandatory Redemption upon Expiration of Letter of Credit . The Notes shall be redeemed in whole, at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued thereon to the redemption date, on a redemption date not less than 15 days preceding the Expiration Date of the Letter of Credit if no Alternate Credit Facility or Alternate Letter of Credit has been delivered to Trustee in accordance with Section 5.04 or 5.07 hereof.

     (e) Mandatory Redemption upon Occurrence of Extraordinary Events . To the extent of a prepayment by Borrower as a result of the damage, destruction or condemnation of the Property and as provided in the Reimbursement Agreement, the Notes are subject to redemption, in whole on any Business Day or in part on the first Business Day of each calendar month, upon the written direction of Borrower and with the written approval of Credit Issuer, after payment of any amounts owed to Credit Issuer pursuant to the Reimbursement Agreement, prior to their stated maturity, on any date, at

a redemption price equal to 100% of the outstanding principal amount of such Notes that are redeemed, plus interest accrued thereon to the redemption date.

     (f) Mandatory Redemption for Reimbursement Agreement Default . The Notes shall be redeemed in whole, at a redemption price equal to 100% of the outstanding principal amount thereof, plus interest accrued thereon to the redemption date, within five calendar days (and before the following Saturday if the fifth calendar day is a Saturday) from the date Trustee receives written notice from Credit Issuer that an event of default has occurred under the Reimbursement Agreement and directing Trustee to redeem the Notes.

     (g) Mandatory Redemption from Surplus Account . The Notes are subject to redemption in part on any Interest Payment Date at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued interest to the redemption date, on the next succeeding Interest Payment Date to the extent of amounts are deposited in the Surplus Account and directed to be used to redeem Notes as provided in Section 3.02(c) hereof.

      Section 4.02. Selection of Notes for Redemption . Whenever provision is made in this Indenture for the redemption of less than all of the Notes, Trustee shall select the Notes to be redeemed from all Notes or such given portion thereof not previously called for redemption by lot in any manner which Trustee in its sole discretion shall deem appropriate and fair, to be credited against the principal of the Notes to be redeemed; provided, however, that in connection with an optional redemption of the Notes, redemption proceeds shall first be used to reimburse Credit Issuer for any draw on the Letter of Credit; provided, further that Borrower Notes shall be the first Notes selected for redemption and the redemption price for such Borrower Notes shall be paid to Credit Issuer; and provided, finally, that the Notes Outstanding after giving effect to any redemption shall be in Authorized Denominations. Upon selection of Notes for redemption on or prior to the Fixed Interest Rate Date, Trustee will promptly notify Tender Agent of the Notes selected for redemption.

      Section 4.03. Notice of Redemption .

     (a) Trustee shall mail notice of redemption (i) prior to the Fixed Interest Rate Date, not less than 15 days before such redemption date (except in the case of redemptions pursuant to Section 4.01(f) hereof, in which case notice shall be given as soon as practicable), and (ii) after the Fixed Interest Rate Date, not less than 30 days before such redemption date (except in the case of redemptions pursuant to Section 4.01(f) hereof, in which case notice shall be given as soon as practicable) to the respective Registered Owners of any Notes designated for redemption at their addresses on the registration books maintained by Note Registrar. Each notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers), state the redemption date, the place or places of redemption, if less than all of the Notes are to be redeemed, the distinctive numbers of the Notes to be redeemed, and in the case of Notes to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said Notes the principal thereof or of said specified portion of the principal thereof in the

case of a Note to be redeemed in part only, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Notes be then surrendered.

     (b) Notice of redemption of Notes shall be given by Trustee, at the expense of Borrower, for and on behalf of Borrower.

     (c) In the case of redemption pursuant to Section 4.01 hereof in connection with refunding obligations to be issued for such purpose, notice of such redemption may be cancelled if such refunding obligations are not issued on or prior to the date fixed for such redemption.

     (d) Receipt of such notice shall not be a condition precedent to such redemption and failure so to mail any such notice to a Registered Owner shall not affect the validity of the proceedings for the redemption of Notes of any Registered Owner.

     (e) Trustee shall, at the same time the notice in subsection (a) above is mailed, also send a copy of the notice by certified mail or by overnight delivery to Tender Agent, Remarketing Agent, DTC and any Information Service. Failure to provide notice to Tender Agent, Remarketing Agent, a Securities Depository or to an Information Service shall not affect the validity of proceedings for the redemption of Notes.

      Section 4.04. Partial Redemption of Notes . Upon surrender of any Note redeemed in part only, Borrower shall execute and Note Registrar shall authenticate and deliver to the Registered Owner thereof, at the expense of Borrower, a new Note or Notes of Authorized Denominations equal in aggregate principal amount to the unredeemed portion of the Note surrendered.

      Section 4.05. Effect of Redemption .

     (a) In the case of a prepayment in full of the Notes by Borrower pursuant to Section 4.01 hereof, the amount to be paid by Borrower shall be a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to pay (a) the redemption price specified in this Indenture for all Outstanding Notes, plus all interest accrued and to accrue to the redemption date, (b) all reasonable and necessary fees and expenses of Trustee, Credit Issuer and any Paying Agent allowable pursuant to this Indenture or the Reimbursement Agreement accrued and to accrue through final payment of the Notes and (c) all other liabilities of Borrower accrued and to accrue under this Indenture. In the case of partial prepayment of the Notes by Borrower pursuant to Section 4.01 hereof, the amount to be paid by Borrower shall be a sum sufficient, together with other funds deposited with Trustee and available for such purpose, to pay the redemption price specified in this Indenture, for the Notes that are to be redeemed, plus all interest accrued and to accrue to the redemption date, and to pay expenses of redemption of such Notes.

     (b) Only Available Moneys can be used for the redemption of the Notes. Borrower shall cause Available Moneys for payment of the redemption price of the Notes, together with interest accrued to the date fixed for redemption and other amounts

payable hereunder, to be delivered to Trustee. Provided that Trustee has received such Available Moneys, the Notes (or portions thereof) so called for redemption shall become due and payable on the redemption date designated in the notice of redemption, interest on the Notes (or portions thereof) so called for redemption shall cease to accrue, said Notes (or portions thereof) shall cease to be entitled to any benefit or security under this Indenture, and the Registered Owners of said Notes shall have no rights in respect thereof except to receive payment of said principal, premium, if any, and interest accrued to the date fixed for redemption.

     Subject to Section 4.04 hereof, all Notes redeemed pursuant to the provisions of this Article shall be cancelled upon surrender thereof by Trustee and delivered to or upon the order of Borrower.

      Section 4.06. Purchase of Notes by Tender Agent . Prior to the Fixed Interest Rate Date, the Notes may be delivered by the Registered Owners thereof to Tender Agent at its designated corporate trust office, or such other place as Tender Agent may designate in writing to Registered Owners, Trustee, Credit Issuer, Borrower and Remarketing Agent. Any Note so delivered shall be purchased by Tender Agent on demand of the Registered Owner thereof on the close of any Business Day at a purchase price equal to the principal amount thereof plus accrued interest to but not including the date of purchase (unless such date is an Interest Payment Date, in which case the purchase price will be the principal amount of such Note); provided that Tender Agent will be under no obligation to use its own funds to purchase such Notes and provided further that sufficient funds in the Purchase Fund are immediately available for purchase of the Notes and upon delivery to Tender Agent of an irrevocable written notice by 3:00 p.m., New York time, (if not received by 3:00 p.m., New York time, on a Business Day it shall be deemed received on the next succeeding Business Day), which states (i) the name and address of the Registered Owner, (ii) the number or numbers of the Note or Notes to be purchased, (iii) the aggregate principal amount of the Note or Notes to be purchased, and (iv) the date on which the Note is or Notes are to be purchased, which date shall be a Business Day not prior to the seventh calendar day next succeeding the date of delivery of such written notice and delivery to Tender Agent at or prior to 9:00 a.m., New York time, on the Purchase Date specified in the aforesaid notice, of the Note or Notes to be tendered; provided, however, that any Note for which a notice of the exercise of the purchase option has been given as provided in this subsection and which is not so delivered shall be deemed delivered on the date of purchase and shall be purchased in accordance with this Indenture.

     All Notes, or portions thereof, purchased pursuant to this Section shall be purchased in an amount equal to an Authorized Denomination. Trustee shall upon request of Tender Agent calculate the purchase price of any Notes purchased pursuant to this Section and shall notify Tender Agent of such amount prior to the Purchase Date.

      Section 4.07. Mandatory Tender of Notes . On each Mandatory Tender Date, the Notes shall be subject to mandatory tender for purchase on such Mandatory Tender Date at a purchase price equal to the principal amount thereof, plus accrued interest, if any. The Registered Owners of all of the Outstanding Notes shall be required to tender their Notes for purchase by Tender Agent on the Mandatory Tender Date. All Notes which on the Mandatory Tender Date have not been tendered for purchase (the “Non-Tendered Notes”) shall be deemed

purchased by Tender Agent on the Mandatory Tender Date at a price of the principal amount thereof plus unpaid interest accrued, if any, to such date. Replacement Notes for the Non-Tendered Notes may be remarketed and delivered to new Registered Owners as instructed by Borrower or Remarketing Agent. Tender Agent shall hold in trust for the Registered Owners of the Non-Tendered Notes the purchase price thereof, and after the Mandatory Tender Date such Registered Owners will no longer be entitled to any of the benefits of this Indenture except for the payment of such purchase price.

ARTICLE V

REVENUES; FUNDS AND ACCOUNTS;
PAYMENT OF PRINCIPAL AND INTEREST

      Section 5.01. Pledge and Assignment; Revenue Fund .

     (a) Subject only to the provisions of this Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein, all amounts (including proceeds of the sale of Notes) held in any fund or account established pursuant to this Indenture (the “Account Funds”), except to the extent provided in Sections 5.05, 7.03, 8.06 and 8.10(a) hereof) are hereby pledged by Borrower to secure the payment of the principal and purchase price of and interest on the Notes in accordance with their terms and the provisions of this Indenture and thereafter, on a basis subordinate thereto, to secure Borrower’s obligations to Credit Issuer under the Reimbursement Agreement. Said pledge shall constitute a lien on and security interest in such assets and shall attach, be perfected and be valid and binding from and after delivery by Trustee of the Notes without any physical delivery thereof or further act.

     (b) Trustee agrees that, so long as Trustee holds any Account Funds, Trustee shall hold the same as the collateral agent and bailee of Credit Issuer (but only to the extent of amounts paid by Credit Issuer under the Letter of Credit for which Credit Issuer has not received reimbursement from Borrower) for purposes of perfecting the lien and security interest of Credit Issuer therein. Upon receipt of written notice from Credit Issuer that Borrower has failed to reimburse Credit Issuer for a draw under the Letter of Credit as required by the Reimbursement Agreement, Trustee shall either cause all accounts and investments (but only to the extent of amounts paid by Credit Issuer under the Letter of Credit for which Credit Issuer has not received reimbursement from Borrower) which are the subject of the preceding sentence to be titled in such a manner to reflect that Credit Issuer has an interest therein as described in the preceding sentence or ensure that each Person with whom Trustee places or through whom Trustee invests any moneys which are the subject of the preceding sentence is advised of Credit Issuer’s interest therein as described in the preceding sentence and instructed to mark its records to reflect such interest. Trustee shall not pledge, hypothecate, transfer or release all or any portion of the Account Funds to any persons (including, without limitation, Borrower) other than Registered Owners of the Notes in payment thereof or in any manner not in accordance with this Indenture or the Reimbursement Agreement without the written consent of Credit Issuer, except as otherwise required by a court of law.

     (c) All Note Payments shall be promptly deposited by Trustee upon receipt thereof in a special fund designated as the “Revenue Fund” which Trustee shall establish, maintain and hold in trust; except as otherwise provided in Section 5.02 hereof, all moneys received by Trustee and required to be deposited in the Note Fund shall be promptly deposited in the Note Fund and all moneys received by Trustee and required to be deposited in the Redemption Account shall be promptly deposited in the Redemption Account, which Trustee shall establish, maintain and hold in trust. All Note Payments and other amounts deposited with Trustee shall be held, disbursed, allocated and applied by Trustee only as provided in this Indenture. All moneys held by Tender Agent for the payment of the principal or purchase price of, premium, if any, and interest on the Notes, shall be held by Tender Agent in trust for the payment of such Notes.

      Section 5.02. Note Payments and Allocation .

     (a) On or before each Note Payment Date, until the principal of, premium, if any, and interest on the Notes shall have been fully paid or provision for such payment shall have been made as provided in this Indenture, Borrower covenants and agrees to pay to Trustee as a Note Payment, a sum equal to the amount payable on such Note Payment Date as principal of, and premium, if any, and interest on the Notes as provided in this Indenture. The Note Payments made pursuant to this subsection shall at all times be sufficient to pay the total amount of interest and principal (whether at maturity or upon redemption or acceleration) and premium, if any, becoming due and payable on the Notes on each Note Payment Date, provided that any amount held by Trustee in the Revenue Fund on the due date for a Note Payment pursuant to the immediately preceding sentence shall be credited against the Note Payment due on such date to the extent available for such purpose under the terms of this Indenture; and provided further that, subject to the provisions of this subsection, if at any time the amounts held by Trustee in the Revenue Fund are sufficient to pay all of the principal of and interest and premium,