exv10w15



 





EXHIBIT 10.15



EXECUTION COPY



INDENTURE


Dated as of March 26, 2003










between


CARS CNI-2 L.P.,


as Issuer,


and


LaSalle Bank National Association,


as Indenture Trustee


$228,000,000


CARS CNI-2 L.P.


Triple Net Lease Mortgage Notes, Series 2003-1


 









 





TABLE OF CONTENTS



Page



ARTICLE I


DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION



	 	 	 	 	 	 	 
	Section 1.01	 	
Definitions
	 	 	2	 
	Section 1.02	 	
Rules of Construction
	 	 	16	 
	Section 1.03	 	
Fee Calculations
	 	 	17	 



ARTICLE II


THE NOTES



	 	 	 	 	 	 	 
	Section 2.01	 	
Forms; Denominations
	 	 	17	 
	Section 2.02	 	
Execution, Authentication, Delivery and Dating
	 	 	18	 
	Section 2.03	 	
Regulation S Notes; Restricted Notes
	 	 	19	 
	Section 2.04	 	
Certification of Receipt of the Lease Files
	 	 	19	 
	Section 2.05	 	
The Notes Generally
	 	 	21	 
	Section 2.06	 	
Registration of Transfer and Exchange of Notes
	 	 	21	 
	Section 2.07	 	
Book-Entry Notes
	 	 	25	 
	Section 2.08	 	
Mutilated, Destroyed, Lost or Stolen Notes
	 	 	27	 
	Section 2.09	 	
Noteholder Lists
	 	 	28	 
	Section 2.10	 	
Persons Deemed Owners
	 	 	28	 
	Section 2.11	 	
Payment Account
	 	 	28	 
	Section 2.12	 	
Payments on the Notes
	 	 	29	 
	Section 2.13	 	
The Insurance Policy
	 	 	32	 
	Section 2.14	 	
Final Payment Notice
	 	 	34	 
	Section 2.15	 	
Compliance with Withholding Requirements
	 	 	34	 
	Section 2.16	 	
Cancellation
	 	 	34	 



ARTICLE III


SATISFACTION AND DISCHARGE



	 	 	 	 	 	 	 
	Section 3.01	 	
Satisfaction and Discharge of Indenture
	 	 	35	 
	Section 3.02	 	
Application of Trust Money
	 	 	36	 



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ARTICLE IV


EVENTS OF DEFAULT; REMEDIES



	 	 	 	 	 	 	 
	Section 4.01	 	
Events of Default
	 	 	36	 
	Section 4.02	 	
Acceleration of Maturity; Rescission and Annulment
	 	 	38	 
	Section 4.03	 	
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	 	 	39	 
	Section 4.04	 	
Remedies
	 	 	41	 
	Section 4.05	 	
Application of Money Collected
	 	 	42	 
	Section 4.06	 	
Limitation on Suits
	 	 	42	 
	Section 4.07	 	
Unconditional Right of Noteholders to Receive Principal and Interest
	 	 	43	 
	Section 4.08	 	
Restoration of Rights and Remedies
	 	 	43	 
	Section 4.09	 	
Rights and Remedies Cumulative
	 	 	43	 
	Section 4.10	 	
Delay or Omission Not Waiver
	 	 	43	 
	Section 4.11	 	
Control by Noteholders
	 	 	43	 
	Section 4.12	 	
Waiver of Past Defaults
	 	 	44	 
	Section 4.13	 	
Undertaking for Costs
	 	 	44	 
	Section 4.14	 	
Waiver of Stay or Extension Laws
	 	 	44	 
	Section 4.15	 	
Sale of Collateral
	 	 	45	 
	Section 4.16	 	
Action on Notes
	 	 	46	 



ARTICLE V


THE INDENTURE TRUSTEE



	 	 	 	 	 	 	 
	Section 5.01	 	
Certain Duties and Responsibilities
	 	 	46	 
	Section 5.02	 	
Notice of Defaults
	 	 	49	 
	Section 5.03	 	
Certain Rights of Indenture Trustee
	 	 	50	 
	Section 5.04	 	
Compensation; Reimbursement; Indemnification
	 	 	51	 
	Section 5.05	 	
Corporate Indenture Trustee Required; Eligibility
	 	 	53	 
	Section 5.06	 	
Authorization of Indenture Trustee
	 	 	53	 
	Section 5.07	 	
Merger, Conversion, Consolidation or Succession to Business
	 	 	53	 
	Section 5.08	 	
Resignation and Removal; Appointment of Successor
	 	 	53	 
	Section 5.09	 	
Acceptance of Appointment by Successor
	 	 	55	 
	Section 5.10	 	
Unclaimed Funds
	 	 	55	 
	Section 5.11	 	
Illegal Acts
	 	 	56	 
	Section 5.12	 	
Communications by the Indenture Trustee
	 	 	56	 
	Section 5.13	 	
Separate Indenture Trustees and Co-Trustees
	 	 	56	 



ARTICLE VI


REPORTS TO NOTEHOLDERS



	 	 	 	 	 	 	 
	Section 6.01	 	
Reports to Noteholders and Others
	 	 	57	 
	Section 6.02	 	
Certain Communications with the Rating Agencies
	 	 	59	 



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	Section 6.03	 	
Access to Certain Information
	 	 	59	 



ARTICLE VII


REDEMPTION



	 	 	 	 	 	 	 
	Section 7.01	 	
Redemption of the Notes
	 	 	60	 



ARTICLE VIII


SUPPLEMENTAL INDENTURES; AMENDMENTS



	 	 	 	 	 	 	 
	Section 8.01	 	
Supplemental Indentures or Amendments without Consent of Noteholders
	 	 	61	 
	Section 8.02	 	
Supplemental Indentures with Consent of Noteholders
	 	 	62	 
	Section 8.03	 	
Delivery of Supplements and Amendments
	 	 	63	 
	Section 8.04	 	
Execution of Supplemental Indentures, etc
	 	 	63	 



ARTICLE IX


COVENANTS; WARRANTIES



	 	 	 	 	 	 	 
	Section 9.01	 	
Representations and Warranties of the Issuer
	 	 	63	 
	Section 9.02	 	
Maintenance of Office or Agency
	 	 	77	 
	Section 9.03	 	
Existence
	 	 	77	 
	Section 9.04	 	
Payment of Taxes and Other Claims
	 	 	77	 
	Section 9.05	 	
Litigation
	 	 	78	 
	Section 9.06	 	
Access to Mortgaged Properties
	 	 	78	 
	Section 9.07	 	
Notice of Default
	 	 	78	 
	Section 9.08	 	
Cooperate in Legal Proceedings
	 	 	78	 
	Section 9.09	 	
Perform Transaction Documents
	 	 	78	 
	Section 9.10	 	
Insurance Benefits
	 	 	79	 
	Section 9.11	 	
[Reserved.]
	 	 	79	 
	Section 9.12	 	
Title to the Collateral; Lien
	 	 	79	 
	Section 9.13	 	
Protection of Collateral
	 	 	79	 
	Section 9.14	 	
Costs of Enforcement
	 	 	80	 
	Section 9.15	 	
Statement as to Compliance
	 	 	80	 
	Section 9.16	 	
Issuer May Consolidate, etc., Only on Certain Terms
	 	 	80	 
	Section 9.17	 	
Purchase of Notes
	 	 	82	 
	Section 9.18	 	
Performance of Issuer’s Duties by the Issuer GP
	 	 	82	 
	Section 9.19	 	
Performance by the Issuer
	 	 	82	 
	Section 9.20	 	
Alterations
	 	 	82	 
	Section 9.21	 	
Further Acts, etc
	 	 	82	 
	Section 9.22	 	
Performance of Other Agreements
	 	 	83	 
	Section 9.23	 	
Recording of Mortgages, etc
	 	 	83	 
	Section 9.24	 	
Handicapped Access
	 	 	83	 



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	Section 9.25	 	
Insurance
	 	 	84	 
	Section 9.26	 	
[Reserved.]
	 	 	84	 
	Section 9.27	 	
Compliance with Legal Requirements
	 	 	84	 
	Section 9.28	 	
Estoppel Certificates
	 	 	84	 
	Section 9.29	 	
Use of Proceeds
	 	 	85	 
	Section 9.30	 	
Other Rights, etc
	 	 	85	 
	Section 9.31	 	
Right to Release Any Portion of the Collateral
	 	 	85	 
	Section 9.32	 	
Environmental Covenants
	 	 	85	 
	Section 9.33	 	
Operations and Maintenance Programs
	 	 	87	 
	Section 9.34	 	
Treatment of the Notes as Debt for Tax Purposes
	 	 	87	 
	Section 9.35	 	
Payment of Debts
	 	 	87	 
	Section 9.36	 	
Single-Purpose Status
	 	 	87	 
	Section 9.37	 	
Books and Records
	 	 	88	 
	Section 9.38	 	
Separateness of the Issuer
	 	 	88	 
	Section 9.39	 	
Capitalization of the Issuer
	 	 	88	 
	Section 9.40	 	
Maintenance of Assets
	 	 	88	 
	Section 9.41	 	
Compliance with Representations and Warranties
	 	 	88	 
	Section 9.42	 	
Independent Directors
	 	 	88	 
	Section 9.43	 	
Overhead Expenses
	 	 	89	 
	Section 9.44	 	
Employees
	 	 	89	 
	Section 9.45	 	
Assumptions in Insolvency Opinion
	 	 	89	 
	Section 9.46	 	
Preservation of Title
	 	 	89	 
	Section 9.47	 	
Maintenance and Use of Mortgaged Property
	 	 	90	 



ARTICLE X


NEGATIVE COVENANTS



	 	 	 	 	 	 	 
	Section 10.01	 	
No Transfers of any Mortgaged Property
	 	 	90	 
	Section 10.02	 	
Change in Business
	 	 	90	 
	Section 10.03	 	
Debt
	 	 	90	 
	Section 10.04	 	
Making of Loans
	 	 	90	 
	Section 10.05	 	
Insolvency Proceedings
	 	 	90	 
	Section 10.06	 	
Identity
	 	 	90	 
	Section 10.07	 	
Cash Management
	 	 	90	 
	Section 10.08	 	
Liens
	 	 	90	 
	Section 10.09	 	
Dissolution of the Issuer GP
	 	 	91	 
	Section 10.10	 	
Debt Cancellation
	 	 	91	 
	Section 10.11	 	
Affiliate Transactions
	 	 	91	 
	Section 10.12	 	
Zoning
	 	 	91	 
	Section 10.13	 	
Assets
	 	 	91	 
	Section 10.14	 	
No Joint Assessment
	 	 	91	 
	Section 10.15	 	
ERISA
	 	 	91	 
	Section 10.16	 	
[Reserved.]
	 	 	92	 
	Section 10.17	 	
[Reserved.]
	 	 	92	 
	Section 10.18	 	
Margin Stock
	 	 	92	 



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	Section 10.19	 	
Business of the Issuer
	 	 	92	 
	Section 10.20	 	
Transactions with Affiliates
	 	 	92	 
	Section 10.21	 	
Indebtedness
	 	 	92	 
	Section 10.22	 	
Loans and Advances
	 	 	92	 
	Section 10.23	 	
No Dissolution or Liquidation
	 	 	93	 
	Section 10.24	 	
No Commingling
	 	 	93	 
	Section 10.25	 	
No Guarantees
	 	 	93	 
	Section 10.26	 	
Board of Directors
	 	 	93	 
	Section 10.27	 	
No Forfeiture
	 	 	93	 
	Section 10.28	 	
No Relocation
	 	 	93	 
	Section 10.29	 	
No Transfers of any Interest in the Issuer
	 	 	93	 



ARTICLE XI


COSTS



	 	 	 	 	 	 	 
	Section 11.01	 	
Performance at the Issuer’s Expense
	 	 	93	 



ARTICLE XII


MISCELLANEOUS



	 	 	 	 	 	 	 
	Section 12.01	 	
Execution Counterparts
	 	 	94	 
	Section 12.02	 	
Compliance Certificates and Opinions, etc
	 	 	94	 
	Section 12.03	 	
Form of Documents Delivered to Indenture Trustee
	 	 	94	 
	Section 12.04	 	
No Oral Change
	 	 	95	 
	Section 12.05	 	
Acts of Noteholders
	 	 	95	 
	Section 12.06	 	
Computation of Percentage of Noteholders
	 	 	96	 
	Section 12.07	 	
Notice to the Indenture Trustee, the Issuer and Certain Other Persons
	 	 	96	 
	Section 12.08	 	
Notices to Noteholders; Notification Requirements and Waiver
	 	 	96	 
	Section 12.09	 	
Successors and Assigns
	 	 	97	 
	Section 12.10	 	
Interest Charges; Waivers
	 	 	97	 
	Section 12.11	 	
Severability Clause
	 	 	97	 
	Section 12.12	 	
Governing Law
	 	 	97	 
	Section 12.13	 	
Insurer Default; Rights of the Insurer
	 	 	99	 
	Section 12.14	 	
Effect of Headings and Table of Contents
	 	 	99	 
	Section 12.15	 	
Benefits of Indenture
	 	 	99	 
	Section 12.16	 	
Obligation of the Issuer
	 	 	99	 
	Section 12.17	 	
Inspection
	 	 	100	 
	Section 12.18	 	
Method of Payment
	 	 	100	 
	Section 12.19	 	
Limitation on Liability of the Issuer and Issuer GP
	 	 	100	 
	Section 12.20	 	
Limited Recourse
	 	 	100	 



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	Exhibits	 	 
	Exhibit A-1	 	
Form of Class A-1 Note
	Exhibit A-2	 	
Form of Class A-2 Note
	Exhibit B	 	
Form of Trustee Report
	Exhibit C-1	 	
Form of Transferor Certificate for “Initial Transfers” of Definitive Notes
	Exhibit C-2	 	
Form of Transferee Certificate for “Initial Transfers” of Definitive Notes
	Exhibit C-3	 	
Form of Transferor Certificate for “Subsequent Transfers” of Definitive Notes
	Exhibit C-4	 	
Form of Transferee Certificate for “Subsequent Transfers” of Definitive Notes
	Exhibit D-1	 	
Transfer Certificate for Transfers From Regulation S Note to Restricted Note During the Note Restricted Period
	Exhibit D-2	 	
Form of Transfer Certificate for Transfer from Restricted Note to Regulation S Note During the Note Restricted
Period
	Exhibit D-3	 	
Form of Transfer Certificate for Transfer from Restricted Note to Regulation S Note After the Note Restricted
Period
	Exhibit D-4	 	
Form of Regulation S Letter for Exchange of Interests in the Temporary Regulation S Global Note for Interests
in the Regulation S Global Note
	Exhibit E	 	
Class A-1/A-2 Amortization Schedule
	Exhibit F-1	 	
Schedule of Exceptions to Lease File Delivery
	Exhibit F-2	 	
Form of Final Certification of Indenture Trustee
	Exhibit G-1	 	
Form of Certificate with Respect to Information Request by Beneficial Owner
	Exhibit G-2	 	
Form of Certificate with Respect to Information Request by Prospective Purchaser




	 	 	 
	Schedules	 	 
	Schedule A	 	
List of all Automobile Dealership Franchises Operating at the Mortgaged Properties
	Schedule B	 	
List of Required Repairs
	Schedule C	 	
Exceptions to Mortgaged Property Representations and Warranties
	Schedule D	 	
List of all Mortgaged Properties Subject to Purchase Options



-vi-


 






 


     INDENTURE, dated as of March 26, 2003, between CARS CNI-2 L.P., a Delaware
limited partnership, as issuer (the “Issuer”), and LaSalle Bank National
Association, a national banking association, not in its individual capacity,
but solely as Indenture Trustee (the “Indenture Trustee”) under this
Indenture.


PRELIMINARY STATEMENT



     The Issuer has duly authorized the execution and delivery of this
Indenture to provide Triple Net Lease Mortgage Notes, Series 2003-1, in two
Classes designated as the Class A-1 Notes and the Class A-2 Notes
(collectively, the “Notes”), to be issued pursuant to this Indenture.


     All things necessary to make the Notes, when the Notes are executed by the
Issuer and authenticated and delivered by the Indenture Trustee hereunder and
duly issued by the Issuer, the valid and legally binding obligations of the
Issuer enforceable in accordance with their terms, and to make this Indenture a
valid and legally binding agreement of the Issuer enforceable in accordance
with its terms, have been done.


GRANTING CLAUSE



     The Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee
for the benefit of the Noteholders and the Insurer, effective as of the Closing
Date, all of the Issuer’s right, title and interest in and to (i) the
Collection Account, the Payment Account, the DSCR Reserve Account, the Release
Account and all other accounts established in connection with the Indenture,
such funds as from time to time are deposited in the Collection Account, the
Payment Account, the DSCR Reserve Account, the Release Account and all other
accounts established in connection with this Indenture or the Property
Management Agreement for purposes of making payments to the holders of the
Notes, (ii) all present and future claims, demands and causes in action in
respect of the foregoing, including the rights, titles and interests of the
Issuer in, to and under the Property Management Agreement and the Collection
Account Agreement, other than any claim, demand or cause of action against any
party to any Transaction Document, the Insurer and/or the Noteholders, and
(iii) all proceeds of the foregoing of every kind and nature whatsoever,
including, without limitation, all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property that at
any time constitute all or part of or are included in the proceeds of the
foregoing ((i), (ii) and (iii) collectively, and together with the Mortgaged
Properties, Leases and related property and rights Granted to the Indenture
Trustee in the Mortgages, the “Collateral”).


     The foregoing Grants are made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes, and
of all amounts owing to the Insurer under the Insurance Agreement and to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.


 






 



GENERAL COVENANT



     AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be
authenticated and delivered by the Indenture Trustee, that the Collateral is to
be held by or on behalf of the Indenture Trustee and that monies in or from the
Collateral are to be applied by the Indenture Trustee for the benefit of the
Noteholders and the Insurer, subject to the further covenants, conditions and
trusts hereinafter set forth, and the parties hereto covenant and agree, to and
with the Indenture Trustee, for the equal and proportionate benefit and
security of each Noteholder and for the benefit of the Insurer, as follows:


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION



     Section 1.01 Definitions. Whenever used in this Indenture,
including in the Preliminary Statement, the Granting Clause and the General
Covenant hereinabove set forth, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Section
1.01 or, if not specified in this Section 1.01, then in the Property Management
Agreement or the Limited Partnership Agreement.


     “1933 Act”: The Securities Act of 1933, as amended, and the rules,
regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.


     “1939 Act”: The Trust Indenture Act of 1939, as amended, and the
rules, regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.


     “1940 Act”: The Investment Company Act of 1940, as amended, and
the rules, regulations and published interpretations of the Securities and
Exchange Commission promulgated thereunder from time to time.


     “Accrual Period”: With respect to the Notes and any Payment Date,
the period from and including the immediately preceding Payment Date to but
excluding such Payment Date; provided, that, with respect to the Payment
Date occurring in April 2003, the applicable Accrual Period shall begin on the
Closing Date.


     “Accrued Liabilities”: With respect to any Payment Date, the sum
of the Insurer Accrued Liabilities, the Insurance Premium and Other Accrued
Liabilities for such Payment Date.


     “Act”: As defined in Section 12.05 hereof.


     “Additional Servicing Compensation”: The collective reference to
Property Manager Additional Servicing Compensation and Special Servicer
Additional Servicing Compensation, each as defined in the Property Management
Agreement.


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     “Advance”: Any P&I Advance or Property Protection Advance.


     “Affiliate”: With respect to any specified Person, for purposes of
this Indenture only, any other Person that directly, or indirectly through one
or more intermediaries, controls or is controlled by, or is under common
control with, the Person specified. 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 or other beneficial
interest, by contract or otherwise; and the terms “controlling” and
“controlled” have the meanings correlative to the foregoing.


     “Allocated Loan Amount”: As defined in the Property Management
Agreement.


     “Appraised Value”: As defined in the Property Management
Agreement.


     “Asbestos”: As defined in Section 9.01(b)(xxxi) hereof.


     “Authenticating Agent”: As defined in Section 2.02(b) hereof.


     “Authorized Officer”: With respect to the Issuer or the Issuer GP,
any person who is authorized to act for the Issuer or the Issuer GP, as
applicable, and who is identified on the list delivered by the Issuer or the
Issuer GP, as applicable, to the Indenture Trustee on the Closing Date (as such
list may be modified or supplemented from time to time thereafter). With
respect to the Insurer, the president, any vice president, or any other officer
customarily performing functions similar to those performed by the persons who
at the time shall be such officers.


     “Available Amount”: As defined in the Property Management
Agreement.


     “Avoided Payment”: As defined in the Insurance Agreement.


     “Book-Entry Note”: Any Note registered in the name of the
Depository or its nominee.


     “Book-Entry Custodian”: The custodian appointed pursuant to
Section 2.07(a) hereof.


     “Business Day”: Any day other than a Saturday, Sunday or any day
on which the Federal Reserve Bank, national banking institutions or banking
institutions in the State of New York or the State of Illinois are authorized
or obligated by law or executive order to remain closed.


     “CARS”: Capital Automotive REIT, a Maryland real estate investment
trust.


     “Cash”: Coin or currency of the United States or immediately
available federal funds, including such funds delivered by wire transfer.


     “CERCLA”: As defined in Section 9.01(b)(xxx) hereof.


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     “Class”: Collectively, all of the Notes bearing the same
alphabetical and numerical class designation.


     “Class A-1/A-2 Amortization Schedule”: The schedule, attached
hereto as Exhibit E, setting forth the scheduled ending aggregate
Principal Balance of the Class A-1 and A-2 Notes for each Payment Date.


     “Class A-1 Note”: Any of the Notes with a “Class A-1” designation
on the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee or the Authenticating Agent, if any, in the form of Exhibit A-1
attached hereto.


     “Class A-1 Note Rate”: With respect to the Class A-1 Notes, a per
annum rate equal to 4.7301%.


     “Class A-2 Note”: Any of the Notes with a “Class A-2” designation
on the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee or the Authenticating Agent, if any, in the form of Exhibit A-2
attached hereto.


     “Class A-1/A-2 Note Principal Payment”: For any Payment Date, an
amount equal to the sum of (i) the Class A-1/A-2 Optimal Principal Payment
Amount with respect to such Payment Date and (ii) any Class A-1/A-2 Optimal
Principal Payment Amount (or portion thereof) unpaid from any prior Payment
Date.


     “Class A-2 Note Rate”: With respect to the Class A-2 Notes, a per
annum rate equal to 5.8199%.


     “Class A-1/A-2 Optimal Principal Payment”: For each Payment Date,
an amount equal to the product of (i) the result of (x) one, minus (y) a
fraction, the numerator of which is the Scheduled Ending Class A-1/A-2
Principal Balance and the denominator of which is the Scheduled Beginning Class
A-1/A-2 Principal Balance and (ii) the actual Principal Balance of the Class
A-1/A-2 Notes immediately prior to such Payment Date. For purposes of
illustration, the foregoing is described in the following formula:





     “Closing Date”: March 26, 2003.


     “Code”: The Internal Revenue Code of 1986, as amended.


     “Collateral”: As defined in the Granting Clause hereto.


     “Collection Account”: As defined in the Property Management
Agreement.


     “Collection Account Agreement”: The Collection Account Agreement,
dated as of the Closing Date, among the Issuer, the Property Manager, the
Indenture Trustee and Bank of America, N.A.


-4-






 


     “Collection Period”: As defined in the Property Management
Agreement.


     “Condemnation”: As defined in the Property Management Agreement.


     “Condemnation Proceeds”: As defined in the Property Management
Agreement.


     “Control Person”: With respect to any Person, any other Person
that constitutes a “controlling person” within the meaning of Section 15 of the
1933 Act.


     “Controlling Class”: So long as no Insurer Default has occurred
and is continuing, the Insurer. In the event an Insurer Default has occurred
and is continuing, the holders of the Class A-1 and Class A-2 Notes, and if no
Class A-1 Notes are then Outstanding the holders of the Class A-2 Notes,
provided, that any Notes beneficially owned by the Issuer or an
Affiliate of the Issuer shall be deemed not to be Outstanding for purposes of
this definition.


     “Corrected Unit”: As defined in the Property Management Agreement.


     “Cut-off Date”: The Closing Date.


     “Default Interest”: As defined in the Property Management
Agreement.


     “Defaulted Interest”: Any Note Interest that is due and payable on
a Note, but is not punctually paid in accordance with this Indenture on a
Payment Date.


     “Defaulted Lease”: As defined in the Property Management
Agreement.


     “Definitive Note”: A definitive, fully registered Note.


     “Depository”: The Depository Trust Company or any successor
depository hereafter named as contemplated by Section 2.07(c). The nominee of
the initial Depository for purposes of registering such Notes as are to be
Book-Entry Notes, is Cede & Co. The Depository shall at all times be a
“clearing corporation” as defined in Section 8-102(4) of the Uniform Commercial
Code of the State of New York and a “clearing agency” registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of 1934, as
amended.


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


     “Determination Date”: With respect to any Payment Date, the fourth
Business Day preceding such Payment Date.


     “Directing Holder”: So long as no Insurer Default has occurred and
is continuing, the Insurer. In the event an Insurer Default has occurred and
is continuing, the Holder or Holders of Notes evidencing at least a majority of
the voting rights of the Controlling Class.


-5-






 


     “DSCR Reserve Account”: As defined in the Property Management
Agreement.


     “DSCR Sweep Period”: As defined in the Property Management
Agreement.


     “Due Date”: With respect to a Lease, the first day of each
calendar month.


     “Eligible Account”: Any of (i) an account maintained with a
federal or state chartered depository institution or trust company, the
long-term deposit or long-term unsecured debt obligations of which (or of such
institution’s parent holding company) are rated “A” or better by the Rating
Agencies other than S&P, and “AA-” or better by S&P, if the deposits are to be
held in the account for more than 30 days, or the short-term deposit or
short-term unsecured debt obligations of which (or of such institution’s parent
holding company) are rated “P-1” by Moody’s and “A-1+” by S&P if the deposits
are to be held in the account for 30 days or less, in any event at any time
funds are on deposit therein, or (ii) a segregated trust account maintained
with a federal or state chartered depository institution or trust company
acting in its fiduciary capacity, which, in the case of a state chartered
depository institution or trust company is subject to regulations regarding
fiduciary funds on deposit therein substantially similar to 12 C.F.R. §
9.10(b), and which, in either case, has a combined capital and surplus of at
least $50,000,000 and is subject to supervision or examination by federal or
state authority, or (iii) any other account that is acceptable to the Rating
Agencies (as evidenced by Rating Agency Confirmations). Eligible Accounts may
bear interest.


     “Environmental Laws”: As defined in Section 9.01(b)(xxx) hereof.


     “ERISA”: The Employee Retirement Income Security Act of 1974, as
amended.


     “Event of Default”: As defined in Section 4.01 hereof.


     “Extraordinary Expenses”: Unanticipated expenses required to be
borne by the Issuer, that consist of, among other things: (i) amounts to be
paid to the Indenture Trustee for the transfer of Lease Files and other
administrative expenses incurred in connection with the transfer of Mortgaged
Properties by the Issuer; (ii) payments to the Property Manager, the Special
Servicer, the Issuer, the Indenture Trustee or any of their respective
directors, officers, employees, agents and Control Persons of amounts for any
loss, liability, third party claim, reasonable expense or reasonable
disbursements as specified in this Indenture (including Section 5.04(a)(2)),
the Notes, the Property Management Agreement, the Limited Partnership
Agreement or any other agreement related thereto; (iii) the cost of
Opinions of Counsel; (iv) payments of other amounts owed to the Indenture
Trustee under this Indenture; (v) amounts in respect of environmental
remediation and indemnities that the Issuer is obligated to pay but fails to
pay; and (vi) amounts associated with any replacement of the Special Servicer
or replacement of the Property Manager, to the extent not previously paid by
the predecessor Property Manager or Special Servicer.


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


     “Final Payment Date”: The Payment Date on which the final payment
on the Notes is made hereunder by reason of all principal, interest and other
amounts due and payable on such Notes having been paid.


-6-






 


     “Foreclosure Proceeding”: Any proceeding, non-judicial sale or
power of sale or other proceeding (judicial or non-judicial) for the
foreclosure or non-judicial sale of any Mortgaged Property or any other
Collateral under any Mortgage.


     “GAAP”: Such accounting principles as are generally accepted in
the United States.


     “Governmental Authority”: As defined in the Property Management
Agreement.


     “Grant”: To mortgage, pledge, bargain, sell, warrant, alienate,
demise, convey, assign, transfer, create and grant a security interest in and
right of set-off against, deposit, set over and confirm. A Grant of Collateral
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 receipt for principal
and interest payments in respect of the Collateral and all other monies and
proceeds payable thereunder, 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.


     “Hazardous Substances”: As defined in Section 9.01(b)(xxx) hereof.


     “Improvements”: As defined in the Property Management Agreement.


     “Indenture”: This instrument as originally executed or as it may
be supplemented or amended from time to time by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.


     “Indenture Trustee”: LaSalle Bank National Association, a national
banking association, in its capacity as trustee under this Indenture, or its
successor in interest, or any successor trustee appointed as provided in this
Indenture.


     “Indenture Trustee Fee”: A monthly fee payable from the Payment
Account pursuant to Section 2.12(c) hereof on each Payment Date and accruing on
the Principal Balance of the Notes at the Indenture Trustee Fee Rate as
provided in Section 1.03.


     “Indenture Trustee Fee Rate”: A fixed percentage rate equal to one
and three tenths (1.3) basis points per annum.


     “Indenture Trustee’s Office”: The principal corporate trust office
of the Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at the Closing Date is located at
135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention:
Asset-Backed Securities Trust Services Group-CARS CNI-2 L.P., Series 2003-1.


     “Independent”: When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Indenture Trustee, the
Issuer, and the Issuer GP, and


-7-






 


any and all Affiliates thereof, (ii) does not
have any direct financial interest in or any material indirect financial
interest in any of the Indenture Trustee, the Issuer or any Affiliate thereof,
and (iii) is not connected with the Indenture Trustee, the Issuer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Indenture
Trustee or the Issuer or any Affiliate thereof merely because such Person is
the beneficial owner of 2% or less of any class of securities issued by the
Indenture Trustee, the Issuer or any Affiliate thereof, as the case may be.
The Indenture Trustee and the Issuer may rely, in the performance of any duty
hereunder, upon the statement of any Person contained in any certificate from
the same that such Person is Independent according to this definition.


     “Independent Director”: As defined in Section 9.43 hereof.


     “Initial Purchaser”: Collectively, Credit Suisse First Boston LLC
and Salomon Smith Barney, Inc.


     “Initial Transfer”: As defined in Section 2.06(d) hereof.


     “Insolvency Law”: With respect to any Person, any liquidation,
insolvency, bankruptcy, moratorium, reorganization or similar law applicable to
such Person.


     “Insolvency Opinion”: As defined in Section 9.01(a)(xxv) hereof.


     “Insurance Agreement”: Collectively, each Insurance and
Reimbursement Agreement, dated the Closing Date, among the Issuer, the Insurer
and the Property Manager.


     “Insurance Policy”: Collectively, the financial guaranty insurance
policy issued by the Insurer with respect to the Class A-1 Notes and the
financial guaranty insurance policy issued by the Insurer with respect to the
Class A-2 Notes.


     “Insurance Policy Payment Account”: As defined in Section 2.13
hereof.


     “Insurance Premium”: With respect to a Payment Date, the premium
payable in arrears to the Insurer pursuant to the Insurance Premium Fee Letter.


     “Insurance Premium Fee Letter”: The Premium Fee Letter, dated the
Closing Date, between the Issuer and the Insurer.


     “Insurance Proceeds”: As defined in the Property Management
Agreement.


     “Insured Obligations”: As defined in the Insurance Policy.


     “Insurer”: MBIA Insurance Corporation, a New York stock insurance
corporation.


     “Insurer Accrued Liabilities”: With respect to any Payment Date,
all amounts paid by the Insurer under the Insurance Policy and not yet
reimbursed to the Insurer.


-8-






 


     “Insurer Default”: An Insurer Default will occur in the event of
the following: (i) the Insurer fails to pay when, as and in the amounts
required, any amount payable under the Insurance Policy and the continuation of
such failure unremedied for two Business Days (“Insurer Payment Default”) or
(ii) (a) the Insurer commences any case, proceeding or other action (A) under
any existing or future Insolvency Law seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it bankrupt or insolvent,
or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian or other similar
official for it or for all or any substantial part of its assets, or the
Insurer makes a general assignment for the benefit of its creditors or (b)
there is commenced against the Insurer any case, proceeding or other action of
a nature referred to in clause (ii) above which shall not have been dismissed,
stayed or bonded pending appeal within ninety (90) days from the entry thereof.


     “Insurer Order”: A written order or request dated and signed in
the name of the Insurer by an Authorized Officer of the Insurer.


     “Interested Person”: As of any date of determination, the Issuer,
the Issuer GP or, in each such case, any of their respective Affiliates.


     “Issuer”: CARS CNI-2 L.P., a Delaware limited partnership, or its
successor in interest.


     “Issuer Advances”: As defined in Section 2.12(c) hereof.


     “Issuer GP”: CARS CNISPE-2 Inc., a Delaware corporation, or its
successor in interest.


     “Issuer’s Office”: The principal office of the Issuer, which
office at the Closing Date is located at 8270 Greensboro Drive, Suite 950,
McLean, Virginia 22102, facsimile number: (703) 752-2267, Attention: General
Counsel.


     “Issuer Request” or “Issuer Order”: A written request or
order signed in the name of the Issuer by a Responsible Officer of the Issuer
GP, in its capacity as general partner of the Issuer.


     “Lease”: Each lease listed on the Lease Schedule attached as
Exhibit A-2 to the Property Management Agreement, as such Lease Schedule may be
modified pursuant to the terms of the Property Management Agreement, and from
time to time included in the Collateral.


     “Lease Guarantor”: Any Person who guarantees the obligations of
any Tenant pursuant to a Lease Guaranty.


     “Lease Guaranty”: As defined in the Property Management Agreement.


     “Lease Schedule”: As defined in the Property Management Agreement.


     “Legal Requirements”: As defined in the Property Management
Agreement.


-9-






 


     “Letter of Representations”: The Letter of Representations, dated
the Closing Date, among the Depository, the Indenture Trustee and the Issuer.


     “License”: As defined in Section 9.01(b)(xii) hereof.


     “Lien”: As defined in the Property Management Agreement.


     “Limited Partnership Agreement”: The Agreement of Limited
Partnership, dated as of November 4, 2002, between the Issuer GP and Capital
Automotive L.P, as amended by a First Amended and Restated Limited Partnership
Agreement, dated as of March 26, 2003.


     “Limited Partnership Interests”: The limited partnership interests
issued pursuant to the Limited Partnership Agreement.


     “Liquidated Lease”: A Defaulted Lease with respect to which the
leased Mortgaged Property has been either released or sold, or any Lease
related to a Mortgaged Property released from the Collateral.


     “Liquidation Proceeds”: As defined in the Property Management
Agreement.


     “Maturity”: With respect to each Class of Notes, the date as of
which the principal of and interest on such Class of Notes has become due and
payable as herein provided, whether at Stated Maturity, by acceleration or
otherwise.


     “Monthly Lease Payment”: As defined in the Property Management
Agreement.


     “Moody’s”: Moody’s Investors Service.


     “Mortgage”: With respect to each Mortgaged Property, the Mortgage
(or Deed of Trust or Deed to Secure Debt), Assignment of Rents and Leases,
Security Agreement and Fixture Filing executed by the Issuer to secure the
payment of the obligations evidenced by the Notes and this Indenture. The
Issuer’s obligations under each Mortgage are incorporated herein by reference.


     “Mortgaged Property”: Each parcel of real property listed on the
Mortgaged Property Schedule and from time to time included in the Collateral,
the buildings, structures, fixtures (to the extent not property of the related
Tenant), additions, enlargements, extensions, modifications, repairs,
replacements or improvements now or hereinafter erected or located on such
parcel (the “Improvements”) and appurtenant easements and other property
rights relating thereto.


     “Nonrecoverable Advance”: As defined in the Property Management
Agreement.


     “Note”: Any of the Issuer’s Triple Net Lease Mortgage Notes, Series 2003-1, executed, authenticated and delivered hereunder.



-10-









 



     “Note Interest”: On any Payment Date, with respect to each class
of Notes, the interest accrued during the related Accrual Period at the Class
A-1 Note Rate or the Class A-2 Note Rate, as applicable, applied to the
Principal Balance thereof immediately prior to such Payment Date. The Note
Interest shall be calculated on a 30/360 basis.


     “Note Owner”: With respect to a Book-Entry Note, the Person who is
the beneficial owner of such Note as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent.


     “Note Rate”: The Class A-1 Note Rate and the Class A-2 Note Rate,
as applicable.


     “Note Register”: As defined in Section 2.06(a) hereof.


     “Note Restricted Period”: The period of time to and including
forty (40) days after the later of (a) the date upon which the Notes were first
offered to any persons (other than distributors) in reliance upon Regulation S
and (b) the Closing Date.


     “Noteholder” or “Holder”: With respect to any Note, the
Person in whose name such Note is registered on the Note Register maintained
pursuant to Section 2.06 hereof, or for the purpose of giving any consent or
exercising any voting rights or directing or proceeding with any action
hereunder pursuant to this Indenture; provided that any Note registered
in the name of the Issuer or any Affiliate thereof shall be deemed not to
be Outstanding or counted in any way for such purposes; provided
that so long as no Insurer Default shall have occurred and be continuing, the
Insurer shall have the right to exercise all voting and consent rights
otherwise granted to the Noteholders, subject to Section 8.02 hereof, including
such rights in any Transaction Document, and shall be the “Noteholder” for such
purpose; provided, however, that the parties hereto shall be
required to recognize as a “Noteholder” or “Holder” only the Person in whose
name a Note is registered in the Note Register as of the related Record Date.


     “Notice of Default”: As defined in Section 5.02 hereof.


     “Offering Circular”: The Confidential Offering Circular, dated
March 21, 2003, relating to the Notes.


     “Officer’s Certificate”: A certificate signed by any Responsible
Officer of the Issuer GP, as general partner of the Issuer, or of the Indenture
Trustee, as the case may be.


     “Opinion of Counsel”: A written opinion of counsel, who shall be
selected by the Issuer (and reasonably acceptable to the Indenture Trustee and
the Insurer). The cost of obtaining such opinion shall be borne by the Issuer
unless otherwise specified.


     “Other Accrued Liabilities”: With respect to any Payment Date, the
sum of (a) all amounts owing under the Insurance Agreement (other than the
Insurance Premium and Insurer Accrued Liabilities), and not yet paid to the
Insurer (including any premium payable pursuant to the Insurance Agreement as a
result of a redemption of the Notes), and (b) interest on the foregoing
amounts, the Insurance Premium and any Insurer Accrued Liabilities from the
date


-11-






 


incurred (or due, in the case of the Insurance Premium) to the date of
payment to or reimbursement of the Insurer at the per annum rate set forth in
the Insurance Agreement, and not yet paid to the Insurer.


     “OTS”: Office of Thrift Supervision or any successor thereto.


     “Outstanding”: When used with respect to Notes, means, as of the
date of determination, any Note theretofore authenticated and delivered under
this Indenture, except:



		
	 	     (i) (a) Notes theretofore canceled by the Note Registrar, or (b)
Notes delivered to the Note Registrar for cancellation (other than any
Note as to which any amount that has become due and payable in respect
thereof has not been paid in full); and




		
	 	     (ii) Notes in exchange for or in lieu of which other Notes have been
authenticated and delivered pursuant to this Indenture, other than any
such Notes in respect of which there shall have been presented to the
Note Registrar proof satisfactory to it that such Notes are held by a
bona fide purchaser in whose hands such Notes are valid obligations of
the Issuer;



provided, however, that in determining whether the Holders of the
requisite aggregate Principal Balance of Outstanding Notes have given any
request, demand, authorization, vote, direction, notice, consent or waiver
hereunder, Notes owned by an Interested Person shall be disregarded and deemed
not to be Outstanding (unless any such Person or
Persons owns all the Notes), except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes which the Note
Registrar knows to be so owned shall be so disregarded. Notes owned by an
Interested Person which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Note
Registrar in its sole discretion the pledgee’s right to act with respect to
such Notes and that the pledgee is not an Interested Person.


     “Ownership Interest”: As to any Note, any ownership or security
interest in such Note as held by the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as
pledgee.


     “P&I Advance”: Any advance of principal and/or interest made by
the Property Manager or the Indenture Trustee, as applicable, pursuant to the
Property Management Agreement. Each reference to reimbursement or payment of a
P&I Advance shall be deemed to include, whether or not specifically referred
to, payments or reimbursement of interest thereon at the Reimbursement Rate
through the date of payments or reimbursement.


     “Parent Guaranty”: The Guaranty, dated as of the Closing Date,
between CARS and the Indenture Trustee.


     “Payment Account”: The segregated account established in the name
of the Indenture Trustee pursuant to Section 2.11 hereof.


     “Payment Date”: The 25th day of each calendar month, or, if such
25th day is not a Business Day, the next succeeding Business Day, commencing in
April 2003.


-12-






 


     “Payoff Amount”: As defined in the Property Management Agreement.


     “Percentage Interest”: With respect to any Note of any Class, the
fraction, expressed as a percentage, the numerator of which is the initial
Principal Balance of such Note on the Closing Date as set forth on the face
thereof, and the denominator of which is the initial Principal Balance of such
Class of Notes on the Closing Date.


     “Permitted Encumbrances”: As defined in the Property Management
Agreement.


     “Permitted Leases”: As defined in the Property Management
Agreement.


     “Permitted Materials”: As defined in the Section 9.01(b)(xxx)
hereof.


     “Person”: Any individual, corporation, partnership, limited
liability company, joint venture, estate, trust, unincorporated association, or
any federal, state, county or municipal government or any political subdivision
thereof.


     “Plan”: Any one of (i) (A) an “employee benefit plan,” as defined
in Section 3(3) of ERISA, that is subject to the provisions of Title I of
ERISA, or (B) a “plan,” as
defined in Section 4975 of the Code, that is subject to the provisions of
Section 4975 of the Code or (ii) an entity whose underlying assets include
assets of any such employee benefit plan or plan by reason of an investment in
that entity by such employee benefit plan or plan.


     “Prepayment Consideration”: In connection with a prepayment of any
Class of Notes, an amount equal, for each Class prepaid in whole or in part, to
the excess (if any), of (i) the discounted present value as of the date of such
prepayment (the “Prepayment Date”) of each of the scheduled payments of
principal and Note Interest scheduled to be paid after the Prepayment Date
allocable to the portion of the Principal Balance of the Class of Notes being
prepaid, over (ii) the portion of the Principal Balance of such Class being
prepaid. The discounted present value shall be calculated by applying a
discount rate equal to 0.50% plus the yield on a United States Treasury bill or
note of a constant maturity which is closest to, but not greater than, the
Stated Maturity of the related Class of Notes. The yield on such United States
Treasury bills or notes shall be determined by reference to the yield reported
as of 10:00 a.m., New York City time, on the second Business Day next preceding
the Prepayment Date, on the display designated as “Page 678” on the Telerate
Service (or such other display as may replace page 678 on Telerate), or if such
yields have not been reported on the Telerate Service as of such time or the
yields reported at such time are not ascertainable, the yield reported as of
the next preceding day in the Federal Reserve Statistical Release H.15 (519)
(or any comparable successor publication). For the elimination of doubt, the
following is an example of the calculation of Prepayment Consideration
following a prepayment of a Class of Notes. If a Mortgaged Property was to be
released by the Issuer and its Allocated Loan Amount was equal to $100, the
Release Price would be equal to $125 (the product of $100 and 125%). Assuming
that there are no unreimbursed Advances or Extraordinary Expenses relating to
such Mortgaged Property, the Payoff Amount with respect thereto would be equal
to $125. Also assume that the Payoff Amount would be paid to only one Class of
Notes. The related Prepayment Consideration would be equal to the excess (if
any) of (i) the discounted present value as of the


-13-






 


Prepayment Date of each of
the scheduled payments of principal and Note Interest scheduled to be paid
after the Prepayment Date on such Class of Notes allocable to the portion of
the Principal Balance of such Class of Notes being prepaid, over (ii) such
Payoff Amount.


     “Principal Balance”: With respect to each Class of Notes and any
Determination Date, the amount stated for such Class of Notes in the column
“Initial Principal Balance” in Section 2.05(a), reduced by any payments of
principal actually made on such Class of Notes on all previous Payment Dates.


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


     “Property Insurance Policy”: As defined in the Property Management
Agreement.


     “Property Management Agreement”: The Property Management and Lease
Servicing Agreement, dated as of the Closing Date, among the Issuer, the
Property Manager, the Special Servicer and the Indenture Trustee.


     “Property Manager”: CARS Loan Servicer L.L.C., or its successors
and assigns.


     “Property Protection Advances”: As defined in the Property
Management Agreement.


     “Purchase Option”: As defined in the Property Management
Agreement.


     “Qualified Institutional Buyer”: A “qualified institutional buyer”
within the meaning of Rule 144A.


     “Rating Agencies”: Moody’s, S&P or their respective successors in
interest. If neither of such Rating Agencies or any related successor remains
in existence, “Rating Agencies” shall be deemed to refer to such other
nationally recognized statistical rating organization or other comparable
Person designated by the Issuer pursuant to the Property Management Agreement,
and specific ratings of Moody’s or S&P referenced herein shall be deemed to
refer to the equivalent ratings of the party so designated. References herein
to “applicable rating category” (other than any such references to “highest
applicable rating category”) shall, in the case of Moody’s and S&P, be deemed
to refer to such applicable rating category of Moody’s and S&P, respectively,
without regard to any plus or minus or other comparable rating qualification.


     “Rating Agency Confirmation”: Written confirmation from the Rating
Agencies that it will not qualify, downgrade or withdraw its then-current
rating assigned to any Class of Notes, without giving effect to the Insurance
Policy.


     “RCRA”: As defined in Section 9.01(b)(xxx) hereof.


-14-






 


     “Record Date”: With respect to any Payment Date (other than the
Payment Date in April 2003), the last Business Day of the prior calendar month,
and, with respect to the Payment Date in April 2003, the Closing Date.


     “Recorded Covenants”: With respect to a Mortgaged Property, all
covenants, agreements, restrictions and encumbrances contained in any
instruments recorded against the same or any part thereof, including, without
limitation, any which may (a) require repairs, modifications or alterations in
or to such Mortgaged Property or any part thereof, or (b) in any way limit the
use and enjoyment thereof.


     “Regulation S”: Regulation S promulgated under the 1933 Act.


     “Reimbursement Rate”: As defined in the Property Management
Agreement.


     “Remedial Work”: As defined in Section 9.32(b) hereof.


     “Resolution”: A copy of a resolution certified by an Authorized
Officer of the Issuer GP, the general partner of the Issuer, to have been duly
adopted by the Issuer GP and to be in full force and effect on the date of such
certification.


     “Responsible Officer”: With respect to the Indenture Trustee, any
officer of the Indenture Trustee assigned to its Asset-Backed Securities Trust
Services Group, customarily performing functions with respect to corporate
trust matters and having direct responsibility for the administration of this
Indenture and, with respect to a particular corporate trust matter under this
Indenture, any other officer to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject; and, with
respect to the Issuer and the Issuer GP, any officer or number of officers or
other Person or number of Persons duly authorized to perform the indicated
action on behalf of the Issuer GP.


     “Restricted Note”: As defined in Section 2.03(b) hereof.


     “Rule 144A”: Rule 144A under the 1933 Act.


     “S&P”: Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.


     “Scheduled Beginning Class A-1/A-2 Principal Balance”: With
respect to any Payment Date, the aggregate Principal Balance set forth in the
Class A-1/A-2 Amortization Schedule for the immediately prior Payment Date.


     “Scheduled Ending Class A-1/A-2 Principal Balance”: With respect
to any Payment Date, the aggregate Principal Balance set forth in the Class
A-1/A-2 Amortization Schedule for such Payment Date.


     “Scheduled Final Payment Date”: With respect to the Class A-1
Notes, September 25, 2015 and with respect to the Class A-2 Notes, March 25,
2019.


     “SNDA”: As defined in the Property Management Agreement.


-15-






 


     “Special Servicer”: CARS Loan Servicer L.L.C., or its successors
and assigns.


     “Stated Maturity”: The “Stated Maturity” is the same date as the
“Scheduled Final Payment Date” for the Class A-1 and Class A-2 Notes.


     “Subsequent Transfer”: As defined in Section 2.06(d) hereof.


     “Successor Person”: As defined in Section 9.16 hereof.


     “Taxes”: As defined in Section 9.04 hereof.


     “Tenant”: With respect to each Lease, the tenant under such Lease
and any successor or assign thereof.


     “Title Insurance Policies”: With respect to each Mortgaged
Property, an ALTA mortgagee title insurance policy in the form reasonably
acceptable to the Indenture Trustee (or, if any Mortgaged Property is in a
state which does not permit the issuance of such ALTA policy, such form as
shall be permitted in such state and reasonably acceptable to the Indenture
Trustee) issued with respect to such Mortgaged Property and insuring the lien
of the Mortgage encumbering such Mortgaged Property.


     “Transaction Documents”: The Notes, this Indenture, the Property
Management Agreement, the Insurance Agreement, the Insurance Premium Fee
Letter, the Collection Account Agreement, the Parent Guaranty and all other
documents executed by the Issuer to secure the indebtedness evidenced by the
Notes but not including the Leases.


     “Treasury Regulations”: Temporary, final or proposed regulations
(to the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer) of the United States Department of the
Treasury.


     “Trustee Report”: As defined in Section 6.01(a) hereof.


     “UCC”: The Uniform Commercial Code as in effect in any applicable
jurisdiction.


     “UCC Financing Statement”: A financing statement executed and in
form sufficient for filing pursuant to the UCC, as in effect in the relevant
jurisdiction.


     “Unscheduled Proceeds”: As defined in the Property Management
Agreement.


     Section 1.02 Rules of Construction. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:



		
	 	     (1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
	 
	 	     (2) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP, and, except as
otherwise herein expressly provided,



-16-






 








		
	 	the term “generally accepted
accounting principles” with respect to any computation required or
permitted hereunder means such accounting principles as are generally
accepted in the United States;
	 
	 	     (3) the word “including” shall be construed to be followed by the
words “without limitation”;
	 
	 	     (4) article and section headings are for the convenience of the
reader and shall not be considered in interpreting this Indenture or the
intent of the parties hereto;
	 
	 	     (5) 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 or other subdivision; and
	 
	 	     (6) the pronouns used herein are used in the masculine and neuter
genders but shall be construed as feminine, masculine or neuter, as the
context requires.



     Section 1.03 Fee Calculations. The calculation of the Indenture
Trustee Fee shall accrue at the Indenture Trustee Fee Rate on the basis of the
Outstanding Principal Balance of the Notes. All dollar amounts calculated
hereunder shall be rounded to the nearest penny with one-half of one penny
being rounded up.


ARTICLE II



THE NOTES



     Section 2.01 Forms; Denominations. The Book-Entry Notes, upon
original issuance, shall be issued in the form of (i) a global note
representing the Notes sold in “offshore transactions” (within the meaning of
Regulation S), in the form of Exhibits A-1 to A-2 hereto, with
such legends as may be applicable thereto (the “Temporary Regulation S
Global Note”), and (ii) a global note representing the Notes sold to
Qualified Institutional Buyers, in the form of Exhibits A-1 to
A-2 hereto, with such legends as may be applicable thereto (the
“Restricted Global Note”).


     After such time as the Note Restricted Period shall have terminated, and
subject to the receipt by the Trustee of a certificate in the form of
Exhibit D-4 hereto, beneficial interests in the Temporary Regulation S
Global Note may be exchanged for an equal aggregate principal amount of
beneficial interest in a permanent Global Note (the “Regulation S Global
Note” and, together with the Restricted Global Note and the Temporary
Regulation S Global Note, the “Global Notes”), in the form of
Exhibits A-1 to A-2 hereto, with such legends as may be
applicable thereto. Upon any exchange of any beneficial interest in the
Temporary Regulation S Global Note for a beneficial interest in the
Regulation S Global Note, (A) the Temporary Regulation S Global Note shall be endorsed by
the Trustee to reflect the reduction of the principal amount evidenced thereby,
whereupon the principal amount of the Temporary Regulation S Global Note shall
be reduced for all purposes by the amount so exchanged and endorsed and (B) the
Regulation S Global Note shall be endorsed by the Trustee to reflect the
increase of the principal amount evidenced thereby, whereupon the principal
amount of the


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     Regulation S Global Note shall be increased for all purposes by
the amount so exchanged and endorsed. The Notes initially will be issued in
book-entry form. The Notes will each be issued in minimum denominations of
$10,000 in Note Principal Balance and in integral multiples of $1 in excess
thereof.


     Section 2.02 Execution, Authentication, Delivery and Dating. (a)
The Notes shall be executed by manual or facsimile signature on behalf of the
Issuer by any Authorized Officer of the Issuer GP, as the general partner of
the Issuer. Notes bearing the manual or facsimile signatures of individuals
who were at any time the authorized officers of the Issuer GP shall be entitled
to all benefits under this Indenture, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes. No Note shall be entitled to any
benefit under this Indenture, or be valid for any purpose, however, unless
there appears on such Note a certificate of authentication substantially in the
form provided for herein executed by the Indenture Trustee by manual
signature, and such certificate of authentication upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. All Notes shall be dated the date of
their authentication.


     (b)  At the election of the Indenture Trustee, the Indenture Trustee may
appoint one or more agents (each, an “Authenticating Agent”) with power
to act on its behalf and subject to its direction in the authentication of
Notes in connection with transfers and exchanges under Sections 2.06 and 2.08,
as fully to all intents and purposes as though each such Authenticating Agent
had been expressly authorized by those Sections to authenticate the Notes. For
all purposes of this Indenture, the authentication of Notes by an
Authenticating Agent shall be deemed to be the authentication of Notes “by the
Indenture Trustee.” The Indenture Trustee shall be the initial Authenticating
Agent.


     Any corporation, bank, trust company or association into which any
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation, bank, trust company or association
succeeding to the corporate trust business of any Authenticating Agent, shall
be the successor of such Authenticating Agent hereunder, without the execution
or filing of any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation, bank, trust company or
association.


     Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee
may at any time terminate the agency of any Authenticating Agent by giving
written notice of termination to such Authenticating Agent and the Issuer.
Upon receiving such notice of resignation or upon such a termination, the
Indenture Trustee shall promptly appoint a successor Authenticating Agent, give
written notice of such resignation, termination and/or appointment to the
Issuer and give notice of such resignation, termination and/or appointment to
the Noteholders. Upon the resignation or termination of the Authenticating
Agent and prior to the appointment of a successor, the Indenture Trustee shall
act as Authenticating Agent.


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     Each Authenticating Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities that the Indenture Trustee
is entitled to hereunder as if it were the Indenture Trustee.


     Section 2.03 Regulation S Notes; Restricted Notes. (a) Book-Entry
Notes initially offered and sold in reliance on Regulation S (each, a
“Regulation S Note”) shall be issued without interest coupons, in the
form of Exhibits A-1 to A-2 hereto, with such legends as may be
applicable thereto (including the legend set forth below), and registered in
the names of the Noteholders thereof. After expiration of the Note Restricted
Period, a Noteholder may request that such note be reissued without the
following legend:


     THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE
IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.


     THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS
NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE
UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.


     Upon such request, the Indenture Trustee shall cancel the Note submitted
for exchange and the Indenture Trustee shall, concurrently with such
cancellation, cause to be issued and authenticated to the holder thereof a new
Note without the foregoing legend in an aggregate principal amount equal to the
aggregate principal amount of the Note so exchanged.


     (b)  Book-Entry Notes or Definitive Notes initially offered and sold to
Qualified Institutional Buyers shall be issued in the form of Exhibits
A-1 to A-2 hereto, with such legends as may be applicable thereto
(each, a “Restricted Note”).


     Section 2.04 Certification of Receipt of the Lease Files. (a) The
Indenture Trustee, by its execution and delivery of this Indenture,
acknowledges receipt by it of all assets


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Granted to it and included in the
Collateral, in good faith and without notice of any adverse claim, and declares
that it holds and will hold such assets on behalf of all present and future
Noteholders and the Insurer. In addition, the Indenture Trustee hereby
certifies to the Issuer, the Property Manager, the Special Servicer, the
Insurer and the Noteholders that, except as specifically identified in the
Schedule of Exceptions to Lease File Delivery attached hereto as Exhibit
F-1, (i) the original or a copy (certified to be true, correct and complete
by the Issuer) of each Lease is in its possession and (ii) such Lease has been
reviewed by it, appears regular on its face and appears to relate to a
Mortgaged Property included in the Collateral. With respect to each Qualified
Substitute Mortgaged Property, the Indenture Trustee shall deliver on the
Exchange Date a Certificate to the Issuer, the Property Manager, the Special
Servicer and the Insurer that, except as specifically identified in the
Schedule of Exceptions to Lease Filed Delivery relating to a Qualified
Substitute Mortgaged Property attached hereto as Exhibit F-1, (i) the
original or a copy (certified to be true, correct and complete by Issuer) of
each
Lease relating to a Qualified Substitute Mortgaged Property is in its
possession and (ii) such Lease has been reviewed by it, appears regular on its
face and appears to relate to a Qualified Substitute Mortgaged Property
included in the Collateral.


     (b)  Not later than the 75th day following the Closing Date and any
Exchange Date (and, if any exceptions are noted, again not later than the first
anniversary of the Closing Date or Exchange Date, as applicable), the Indenture
Trustee shall deliver to the Issuer, the Property Manager, the Special Servicer
and the Insurer an executed certificate in the form of Exhibit F-2 to
the effect that, as to each Lease listed on the Mortgaged Property Schedule
(other than any Lease that has become a Liquidated Lease or any Lease or
Mortgaged Property specifically identified in any exception report annexed
thereto as not being covered by such certification), (i) all documents
specified in clauses (i), (iii) and (iv) of the definition of “Lease File” in
the Property Management Agreement are in its possession, (ii) all such
documents received by it with respect to such Lease and the related Mortgaged
Property have been reviewed by it, appear regular on their face and appear to
relate to such Lease or the related Mortgaged Property, and (iii) based on the
examinations referred to in Section 2.04(a) above and this Section 2.04(b) and
only as to the foregoing documents, the information set forth in such Mortgaged
Property Schedule with respect to the items specified in clause (i) (except for
zip code and only to the extent contained within the Lease) of the definition
of “Mortgaged Property Schedule” in the Property Management Agreement
accurately reflects the information set forth in the Lease File.


     (c)  The Indenture Trustee shall not be under any duty or obligation to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgaged Properties and Leases delivered to it to
determine that the same are valid, legal, effective, genuine, enforceable, in
recordable form, sufficient or appropriate for the represented purpose or that
they are other than what they purport to be on their face.


     The Indenture Trustee shall not assign, sell, dispose of or transfer any
interest in the Mortgaged Properties or Leases or any other asset (except as
expressly provided herein) or knowingly permit the Mortgaged Properties or
Leases or any other asset included in the Collateral to be subjected to any
lien, claim or encumbrance arising by, through or under the Indenture Trustee
or any Person claiming by, through or under the Indenture Trustee other than
the liens created pursuant to the Mortgages and this Indenture.


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     Section 2.05 The Notes Generally. (a) The aggregate Principal
Balance of the Notes that may be authenticated and delivered under this
Indenture is limited to $228,000,000, except for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Notes pursuant to Sections 2.06 and 2.08 below. Such aggregate Principal
Balance shall be allocated to two Classes having the Class designation, Initial
Principal Balance, Note Rate and Stated Maturity as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Class	 	Initial	 	 	 	 	 	 	 	 
	Designation	 	Principal Balance	 	Note Rate	 	Stated Maturity
	
	 	
	 	
	 	

	Class A-1
	 	$	109,000,000	 	 	 	4.7301	%	 	September 25, 2015
	Class A-2
	 	$	119,000,000	 	 	 	5.8199	%	 	March 25, 2019






	(b)	 	Each Note of any Class shall rank pari passu with each other Note of
such Class and be equally and ratably secured by the Collateral. All Notes of
any Class shall be identical except as to denominations and as expressly
permitted in this Indenture.
	 
	(c)	 	This Indenture and the Mortgages shall evidence a continuing lien on
and security interest in the Collateral Granted hereunder and thereunder to
secure the full payment of the principal, interest and other amounts on all the
Notes and all amounts owed to the Insurer, which shall in all respects be
equally and ratably secured hereby for payment as provided herein, and without
preference, priority or distinction on account of the actual time or times of
the authentication and delivery of the Notes.



     Section 2.06 Registration of Transfer and Exchange of Notes. (a)
At all times during the term of this Indenture, there shall be maintained at
the office of the Note Registrar a “Note Register” in which, subject to
such reasonable regulations as the Note Registrar may prescribe, the Note
Registrar shall provide for the registration of Notes and of transfers and
exchanges of Notes as herein provided. The offices of the Note Registrar shall
be initially located (as of the Closing Date) at 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust
Services Group-CARS CNI-2 L.P., Series 2003-1. The Indenture Trustee is hereby
initially appointed (and hereby agrees to act in accordance with the terms
hereof) as “Note Registrar” for the purpose of registering Notes and transfers
and exchanges of Notes as herein provided. The Indenture Trustee may appoint,
by a written instrument delivered to the Issuer, any other bank or trust
company to act as Note Registrar under such conditions as the predecessor
Indenture Trustee may prescribe, provided that the Indenture Trustee shall not
be relieved of any of its duties or responsibilities hereunder by reason of
such appointment. If the Indenture Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
predecessor’s duties as Note Registrar. The Issuer, the Property Manager, the
Special Servicer and the Indenture Trustee shall have the right to inspect the
Note Register or to obtain a copy thereof at all reasonable times, and to rely
conclusively upon a certificate of the Note Registrar as to the information set
forth in the Note Register. Upon written request of any Noteholder made for
purposes of communicating with other Noteholders with respect to their rights
under this Indenture, the Note Registrar shall promptly furnish such Noteholder
with a list of the other Noteholders of record identified in the Note Register
at the time of the request.


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     The Indenture Trustee is hereby initially appointed (and hereby agrees to
act in accordance with the terms hereof) as Book-Entry Custodian.


     (b)  No transfer of any Note or interest therein shall be made unless that
transfer is made pursuant to an effective registration statement under the 1933
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. No purported transfer of any interest in any
Note or any portion thereof which is not made in accordance with this Section
2.06 shall be given effect by or be binding upon the Indenture Trustee and any
such purported transfer shall be
null and void ab initio and vest in the transferee no rights against the
Collateral or the Indenture Trustee.


     By its acceptance of a Definitive Note or Book-Entry Note, each Holder
will be deemed to have represented and agreed that the transfer thereof is
restricted and agrees that it shall transfer such Definitive Note or Book-Entry
Note only in accordance with the terms of this Indenture and such Definitive
Note or Book-Entry Note and in compliance with applicable law.


     (c)  A Noteholder may transfer a Book-Entry Note only in accordance with
the following provisions:



		
	 	     (i) No transfer of any Book-Entry Note (other than the sale by the
Initial Purchaser to the initial purchasers of the Notes) shall be made
unless such transfer is made in a transaction pursuant to Regulation S or
Rule 144A under the 1933 Act and pursuant to exemption, registration or
qualification under applicable state securities laws. The Indenture
Trustee shall be entitled to rely upon the representations made by each
transferee pursuant to Section 2.06 hereof, and shall have no duty to
undertake any investigation or verify that any transfer satisfies the
requirements of this paragraph.
	 
	 	     (ii) Restricted Note to Regulation S Note during Note Restricted
Period. If a holder of a Restricted Note wishes at any time during
the Note Restricted Period to transfer such Restricted Note to a Person
who wishes to take delivery thereof in the form of a Regulation S Note,
such Noteholder may, subject to the provisions of this Section 2.06,
transfer such Note for a Regulation S Note with an equivalent principal
amount. Upon receipt by the Indenture Trustee of a certificate in the
form of Exhibit D-2 given by the transferee of such Note (stating
that such transferee is a non-U.S. Person and the transfer of such
interest has been made in compliance with the transfer restrictions
applicable to the Notes and in accordance with Regulation S), the
Indenture Trustee shall cancel the Restricted Note so transferred and the
Indenture Trustee shall, concurrently with such cancellation, cause to be
issued and authenticated to the transferee a Regulation S Note in an
aggregate principal amount equal to the aggregate principal amount of the
Restricted Note to be so transferred.
	 
	 	     (iii) Restricted Note to Regulation S Note after the Expiration
of Note Restricted Period. If a holder of a Restricted Note wishes
at any time after the expiration of the Note Restricted Period to
transfer such Restricted Note to a Person who wishes to take delivery
thereof in the form of a Regulation S Note, such Noteholder may, subject
to provisions of this Section 2.06, transfer such Note for a Regulation S
Note with an



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	 	equivalent principal amount. Upon receipt by the Indenture
Trustee of a certificate in the form of Exhibit D-3 given by the
transferee stating that the transfer of such interest has been made in
compliance with the transfer restrictions applicable to the Notes and
pursuant to and in accordance with Regulation S, the Indenture Trustee
shall cancel the Restricted Note so transferred and the Indenture Trustee
shall, concurrently with such cancellation, cause to be issued and
authenticated to the transferee a Regulation S Note in an aggregate
principal amount equal to the aggregate principal amount of the
Restricted Note so transferred.




		
	 	     (iv) Regulation S Note to Restricted Note during Note Restricted
Period. If a holder of a Regulation S Note wishes at any time during
the Note Restricted Period to transfer its Note to a Qualified
Institutional Buyer, such Qualified Institutional Buyer shall be required
to take delivery thereof in the form of a Restricted Note and such
Noteholder may, subject to the provisions of this Section 2.06, transfer
such interest for a Restricted Note in an equivalent principal amount.
Upon receipt by the Indenture Trustee of a certificate in the form of
Exhibit D-1 hereto given by the transferee and stating that such
transferee is a Qualified Institutional Buyer and is obtaining such
Restricted Note in a transaction meeting the requirements of Rule 144A,
the Indenture Trustee shall cancel the Regulation S Note so transferred
and the Indenture Trustee shall, concurrently with such cancellation,
cause to be issued and authenticated to the transferee a Restricted Note
in an aggregate principal amount equal to the beneficial interest in the
Regulation S Note to be so transferred.
	 
	 	     (v) Transfer of Restricted Notes that are Book-Entry Notes to
Qualified Institutional Buyers. No transferor or transferee
certificates need be delivered upon the transfer of a Restricted Note
that is a Book-Entry Note to a Qualified Institutional Buyer, and the
representations set forth in Exhibits C-3 and C-4 hereto
will be deemed to have been made by the transferor and transferee,
respectively.
	 
	 	     (vi) Transfer of Restricted Notes after the Expiration of Note
Restricted Period. After the expiration of the Note Restricted
Period, transfers of the Restricted Notes may only be made in a
transaction exempt from the registration requirements of the 1933 Act and
in accordance with any applicable securities laws of any State of the
United States and in compliance with the requirements of this Section
2.06.
	 
	 	     (vii) Transfer of Regulation S Notes during Note Restricted
Period. During the Note Restricted Period, transfers of interests in
the Regulation S Notes may only be made in accordance with Section
2.06(c)(ii) or 2.06(c)(iv) above or to non-U.S. Persons in accordance
with Regulation S in “offshore transactions” (as such term is defined in
Regulation S).
	 
	 	     (viii) Transfer of Regulation S Notes after the Expiration of the
Note Restricted Period. After the expiration of the Note Restricted
Period, Regulation S Notes may, subject to the provisions of this Section
2.06, be transferred to any person.



     (d)  If any transfer of a Note held by the related transferor or to be held
by the related transferee in the form of a Definitive Note is to be made
without registration under the


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1933 Act (other than in connection with the
initial issuance thereof to the Issuer), then the Note Registrar shall refuse
to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either:



		
	 	     (i) in the case of a transfer to the initial purchaser thereof
directly from the Issuer (such transfer, an “Initial Transfer”),
(A) an executed transferor certificate from the transferor substantially
in the form attached as Exhibit C-1, and (B) an executed
transferee certificate from the prospective transferee in the form
attached as Exhibit C-2 hereto; or
	 
	 	     (ii) in the case of a transfer other than an Initial Transfer (a
“Subsequent Transfer”), (A) an executed transferor certificate
substantially in the form attached as Exhibit C-3, and (B) an
executed transferee certificate in the form attached as Exhibit
C-4 hereto.



If any such transfer of a Note held by the related transferor and also to be
held by the related transferee in the form of a Book-Entry Note is to be made
without registration under the 1933 Act, the transferor will be deemed to have
made as of the transfer date each of the representations and warranties set
forth on Exhibit C-3 hereto in respect of such Note and the transferee
will be deemed to have made as of the transfer date each of the representations
and warranties set forth on Exhibit C-4 hereto in respect of such Note,
in each case as if such Note were evidenced by a Definitive Note.


     Neither the Issuer nor any other person shall be obligated to register or
qualify the Notes under the 1933 Act or any other securities law or to take any
action not otherwise required under this Indenture to permit the transfer of
any Note or interest therein without registration or qualification.


     (e)  If a Person is acquiring any Note as a fiduciary or agent for one or
more accounts, such Person shall be required to deliver to the Note Registrar a
certification to the effect that, and such other evidence as may be reasonably
required by the Note Registrar to confirm that, it has (i) sole investment
discretion with respect to each such account and (ii) full power to make the
foregoing acknowledgments, representations, warranties, certifications and
agreements with respect to each such account as set forth in subsections (b)
and (c) of this Section 2.06; provided, that any Person so acquiring an
interest in a Book-Entry Note will be deemed to have made such certification


     (f)  Subject to the preceding provisions of this Section 2.06, upon
surrender for registration of transfer of any Note at the offices of the Note
Registrar maintained for such purpose, the Indenture Trustee shall execute and
the Note Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of a like
Percentage Interest.


     (g)  At the option of any Holder, its Notes may be exchanged for other
Notes of authorized denominations, of the same Class and of a like Percentage
Interest upon surrender of the Notes to be exchanged at the offices of the Note
Registrar maintained for such purpose. Whenever any Notes are so surrendered
for exchange, the Indenture Trustee shall execute and


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the Note Registrar shall
authenticate and deliver the Notes which the Noteholder making the exchange is
entitled to receive.


     (h)  Every Note presented or surrendered for transfer or exchange shall (if
so required by the Note Registrar) be duly endorsed by, or be accompanied by a
written instrument of transfer in the form satisfactory to the Note Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing.


     (i)  No service charge shall be imposed for any transfer or exchange of
Notes, but the Indenture Trustee or the Note Registrar may require payment of a
sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with
any transfer or exchange of Notes.


     (j)  All Notes surrendered for transfer and exchange shall be physically
canceled by the Note Registrar, and the Note Registrar shall dispose of such
canceled Notes in accordance with its customary procedures.


     (k)  Each transferee of a Note will be deemed to have represented,
warranted and agreed that either (i) such transferee is not a Plan, or a
governmental plan subject to substantially similar law, and is not acquiring
such Note or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of, a Plan, or a governmental plan subject to substantially
similar law, or (ii) its acquisition and continued holding of such Note or
interest therein will not constitute or otherwise result in a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
(or, in the case of a governmental plan, any substantially similar law) either
because it does not constitute a prohibited transaction or due to the
application of one or more statutory or administrative prohibited transaction
exemptions.


     Section 2.07 Book-Entry Notes. (a) The Book-Entry Notes shall be
delivered as one or more Notes held by the Book-Entry Custodian or, if
appointed to hold such Notes as provided below, the Depository and registered
in the name of the Depository or its nominee and, except as provided in Section
2.07(c) and (d) below, transfer of such Notes may not be registered by the Note
Registrar unless such transfer is to a successor Depository that agrees to hold
such Notes for the respective Note Owners with Ownership Interests therein.
Except as provided in Section 2.07(c) and (d) below, such Note Owners shall
hold and transfer their respective Ownership Interests in and to such Notes
through the book-entry facilities of the Depository and, except as provided in
Section 2.07(c) and (d) below, shall not be entitled to definitive, fully
registered Notes (“Definitive Notes”) in respect of such Ownership
Interests. All transfers by Note Owners of their respective Ownership
Interests in the Book-Entry Notes to be held by the related transferees as
Book-Entry Notes shall be made in accordance with the procedures established by
the Depository Participant or brokerage firm representing each such Note Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Notes of Note Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository’s normal procedures. The
Indenture Trustee is hereby initially appointed as the Book-Entry Custodian and
hereby agrees to act as such in accordance herewith and in accordance with the
agreement that it has with the Depository authorizing it to act as such. The
Book-Entry Custodian may, and, if it is no longer qualified to act as such, the
Book-Entry Custodian shall, appoint, by a written instrument delivered to the
Issuer, the Property Manager


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and Special Servicer, and, if the Indenture
Trustee is not the Book-Entry Custodian, the Indenture Trustee, any other
transfer agent (including the Depository or any successor Depository) to act as
Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe,
provided that the predecessor Book-Entry Custodian shall not be relieved of any
of its duties or responsibilities by reason of any such appointment of other
than the Depository. If the Indenture Trustee resigns or is removed in
accordance with the terms hereof, the successor trustee or, if it so elects,
the Depository shall immediately succeed to its predecessor’s duties as
Book-Entry Custodian. The Issuer shall have the right to inspect, and to
obtain copies of, any Notes held as Book-Entry Notes by the Book-Entry
Custodian.


     (b)  The Issuer, the Indenture Trustee, the Property Manager, the Special
Servicer and the Note Registrar may for all purposes, including the making of
distributions due on the Book-Entry Notes, deal with the Depository as the
authorized representative of the Note Owners with respect to such Notes for the
purposes of exercising the rights of Noteholders hereunder. The rights of Note
Owners with respect to the Book-Entry Notes shall be limited to those
established by law and agreements between such Note Owners and the Depository
Participants and brokerage firms representing such Note Owners. Multiple
requests and directions from, and votes of, the Depository as holder of the
Book-Entry Notes with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Note Owners. The
Indenture Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Noteholders and shall give notice
to the Depository of such record date.


     (c)  If (i)(A) the Issuer advises the Indenture Trustee and the Note
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry Notes
(or any portion thereof), and (B) the Issuer is unable to
locate a qualified successor, or (ii) the Issuer at its option advises the
Indenture Trustee and the Note Registrar in writing that it elects to terminate
the book-entry system through the Depository with respect to the Book-Entry
Notes (or any portion thereof), the Note Registrar shall notify all affected
Note Owners, through the Depository, of the occurrence of any such event and of
the availability of Definitive Notes to such Note Owners requesting the same.
Upon surrender to the Note Registrar of the Book-Entry Notes (or any portion
thereof) by the Book-Entry Custodian or the Depository, as applicable, and the
delivery of registration instructions from the Depository for registration of
transfer (which surrender and delivery the Indenture Trustee shall use
reasonable efforts to cause to occur), the Indenture Trustee shall execute, and
the Note Registrar shall authenticate and deliver, the Definitive Notes in
respect of such Notes to the Note Owners identified in such instructions. None
of the Issuer, the Indenture Trustee, the Property Manager, the Special
Servicer or the Note Registrar shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions.


     (d)  Subject to the provisions of Section 2.07 governing registration of
transfer and exchange, Notes (i) held as Definitive Notes may be transferred in
the form of Book-Entry Notes in reliance on Rule 144A under the Securities Act
to one or more Qualified Institutional Buyers that are acquiring such
Definitive Notes for their own accounts or for the accounts of other Qualified
Institutional Buyers and (ii) held as Definitive Notes by a Qualified
Institutional Buyer for its own account or for the account of another Qualified
Institutional Buyer may be exchanged


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for Book-Entry Notes, in each case upon
surrender of such Notes for registration of transfer or exchange at the offices
of the Note Registrar maintained for such purpose. Whenever any such Notes are
so surrendered for transfer or exchange, either the Book-Entry Custodian shall
increase the balance of the related Book-Entry Notes or the Indenture Trustee
shall execute and the Note Registrar shall authenticate and deliver, as
provided in Section 2.02(a), the Book-Entry Notes for which such Notes were
transferred or exchanged, as necessary and appropriate. No holder of
Definitive Notes other than a Qualified Institutional Buyer holding such Notes
for its own account or for the account of another Qualified Institutional Buyer
may exchange such Notes for Book-Entry Notes. Further, any Note Owner of a
Book-Entry Note shall notify the Indenture Trustee and the Note Registrar of
its status as such and shall transfer such Book-Entry Note to the Note
Registrar, in its capacity as such, through the book-entry facilities of the
Depository, and upon surrender to the Note Registrar of such Book-Entry Note by
the Book-Entry Custodian or the Depository, as applicable (which surrender the
Indenture Trustee shall use reasonable efforts to cause to occur), the
Indenture Trustee shall execute and the Note Registrar shall authenticate and
deliver to such Note Owner or such Note Owner’s nominee one or more Definitive
Notes of the same Class in authorized denominations and with a like aggregate
Percentage Interest.


     (e)  Upon the issuance of Definitive Notes for purposes of evidencing
ownership of any Notes formerly held as Book-Entry Notes, the registered
holders of such Definitive Notes shall be recognized as Noteholders hereunder
and, accordingly, shall be entitled directly to receive, payments on, to
exercise Voting Rights with respect to, and to transfer and exchange such
Definitive Notes.


     (f)  The Issuer shall provide an adequate inventory of Definitive Notes to
the Indenture Trustee.


     Section 2.08 Mutilated, Destroyed, Lost or Stolen Notes. If any
mutilated Note is surrendered to the Note Registrar, the Issuer shall execute
and the Indenture Trustee shall authenticate and deliver, in exchange therefor,
a new Note of the same Class and principal amount and bearing a number not
contemporaneously outstanding.


     If there shall be delivered to the Issuer, the Indenture Trustee and the
Note Registrar (i) evidence to their satisfaction of the destruction (including
mutilation tantamount to destruction), loss or theft of any Note and the
ownership thereof, and (ii) indemnity as may be reasonably required by them to
hold each of them, and any of their agents harmless, then, in the absence of
notice to the Issuer or the Note Registrar that such Note has been acquired by
a bona fide purchaser, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a
new Note of the same Class, tenor and denomination registered in the same
manner, dated the date of its authentication and bearing a number not
contemporaneously outstanding.


     Upon the issuance of any new Note under this Section 2.08, the Issuer, the
Indenture Trustee and the Note Registrar may require the payment by the
Noteholder of an amount sufficient to pay or discharge any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the
Authenticating Agent and the Indenture Trustee) in connection therewith.


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     Every new Note issued pursuant to this Section 2.08 in lieu of any
destroyed, mutilated, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
mutilated, lost or stolen Note shall be at any time enforceable by any Person,
and such new Note 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 2.08 are exclusive and shall preclude (to
the extent permitted by applicable law) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.


     Section 2.09 Noteholder Lists. The Note Registrar shall preserve
in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Noteholders, which list, upon
request, will be made available to the Indenture Trustee insofar as the
Indenture Trustee is no longer the Note Registrar. Upon written request of any
Noteholder made for purposes of communicating with other Noteholders with
respect to their rights under this Indenture, the Note Registrar shall promptly
furnish such Noteholder with a list of the other Noteholders of record
identified in the Note Register at the time of the request. Every Noteholder,
by receiving such access, or by receiving a Note or an interest therein, agrees
with the Note Registrar that the Note Registrar will not be held accountable in
any way by reason of the disclosure of any information as to the names and
addresses of any Noteholder regardless of the source from which such
information was derived.


     Section 2.10 Persons Deemed Owners. The Issuer, the Indenture
Trustee, the Note Registrar and any of their agents, may treat the Person in
whose name a Note is registered as the owner of such Note as of the related
Record Date for the purpose of receiving payments of principal, interest and
other amounts in respect of such Note and for all other
purposes, whether or not such Note shall be overdue, and none of the
Issuer, the Indenture Trustee, the Note Registrar or any agents of any of them,
shall be affected by notice to the contrary.


     Section 2.11 Payment Account. (a) On or prior to the date hereof,
the Indenture Trustee shall establish a segregated trust account (the
“Payment Account”) at LaSalle Bank National Association (or such other
financial institution as necessary to ensure that the Payment Account is at all
times an Eligible Account) entitled “LaSalle Bank National Association, as
Indenture Trustee, as secured party of CARS CNI-2 L.P.”. The Indenture Trustee
shall deposit or cause to be deposited in the Payment Account, upon receipt,
all payments and other collections received from the Property Manager or the
Collection Account on or in respect of the Mortgaged Properties and Leases
subsequent to the commencement of the initial Collection Period pursuant to the
Collection Account Agreement. On each Payment Date, the Indenture Trustee
shall transfer to the Payment Account any amounts required to be transferred
from the DSCR Reserve pursuant to Section 3.08 of the Property Management
Agreement. Except as provided in this Indenture, the Indenture Trustee, in
accordance with the terms of this Indenture, shall have exclusive control and
sole right of withdrawal with respect to the Payment Account. Funds in the
Payment Account shall not be commingled with any other monies. All monies
deposited from time to time in the Payment Account shall be held by and under
the control of the Indenture Trustee in the Payment Account for the benefit of
the Noteholders, the Insurer and the Issuer as herein provided.


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     (b)  All of the funds on deposit in the Payment Account shall be
uninvested.


     (c)  The Indenture Trustee is authorized to make withdrawals from the
Payment Account on each Payment Date (the order set forth hereafter in this
subsection (c) not constituting an order of priority for such withdrawals) to
(i) make payments on the Notes and to other parties as set forth in the
priorities of payments pursuant to Section 2.12(c) of this Indenture, (ii) make
payments to the Insurer and to the Issuer as provided in Section 2.12 hereof
and (iii) withdraw any amounts deposited in the Payment Account in error, and
neither the Issuer nor the Property Manager shall be permitted to make any
withdrawal from the Payment Account.


     (d)  Upon the satisfaction and discharge of this Indenture pursuant to
Section 3.01 of this Indenture, the Indenture Trustee shall pay to the Issuer
all amounts, if any, held by it remaining as part of the Collateral.


     Section 2.12 Payments on the Notes. (a) Subject to Section
2.12(c), the Issuer agrees to pay:



		
	 	     (i) on each Payment Date prior to the Stated Maturity for the Notes,
interest on and principal of the Notes in the amounts and in accordance
with the priorities set forth in Section 2.12(c); and
	 
	 	     (ii) at the Stated Maturity of a Class of the Notes, the entire
Principal Balance of such Class of Notes, together with all accrued and
unpaid interest thereon.



     Amounts properly withheld under the Code by any Person from a payment to
any Holder of a Note of interest, principal or other amounts, or any such
payment set aside on the Final Payment Date for such Note as provided in
Section 2.12(b), shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.


     (b)  With respect to each Payment Date, any interest, principal and other
amounts payable on the Notes shall be paid to the Person that is the registered
holder thereof at the close of business on the related Record Date;
provided, however, that interest, principal and other amounts
payable at the Final Payment Date of any Note shall be payable only against
surrender thereof at the Indenture Trustee’s Office or such other address as
may be specified in the notice of final payment. Payments of interest,
principal and other amounts on the Notes shall be made on the applicable
Payment Date other than the Final Payment Date, subject to applicable laws and
regulations, by wire transfer to such account as such Noteholder shall
designate by written instruction received by the Indenture Trustee not later
than the Record Date related to the applicable Payment Date or otherwise by
check mailed on or before the Payment Date to the Person entitled thereto at
such Person’s address appearing on the Note Register as of the related Record
Date. The Indenture Trustee shall pay each Note in whole or in part as
provided herein on its Final Payment Date in immediately available funds from
funds in the Payment Account as promptly as possible after presentation to the
Indenture Trustee of such Note at the Indenture Trustee’s Office but shall
initiate such payment as soon as possible, but in no event later than the next
Business Day after the day of such presentation. If presentation is made after
4:00 p.m., New York City time, on any day, such presentation shall be deemed to
have been made on the immediately succeeding Business Day.



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     Each distribution with respect to a Book-Entry Note shall be paid to the
Depository, as holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
related Note Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing
funds to the related Note Owners that it represents. None of the parties to
the Transaction Documents shall have any responsibility therefor except as
otherwise provided by the Transaction Documents or applicable law. The Issuer
and the Indenture Trustee shall perform their respective obligations under the
Letter of Representations.


     Except as provided in the following sentence, if a Note is issued in
exchange for any other Note during the period commencing at the close of
business at the office or agency where such exchange occurs on any Record Date
and ending before the opening of business at such office or agency on the
related Payment Date, no interest, principal or other amounts will be payable
on such Payment Date in respect of such new Note, but will be payable on such
Payment Date only in respect of the prior Note. Interest, principal and other
amounts payable on any Note issued in exchange for any other Note during the
period commencing at the close of business at the office or agency where such
exchange occurs on the Record Date immediately preceding the Final Payment Date
for such Notes and ending on the Final Payment Date for such Notes, shall be
payable to the Person that surrenders the new Note as provided in this Section
2.12(b).


     All payments of interest, principal and other amounts made with respect to
the Notes of the same Class will be allocated pro rata among the Outstanding
Notes of such Class based on the related Principal Balance.


     If any Note on which the final payment was due is not presented for
payment on its Final Payment Date, then the Indenture Trustee shall set aside
such payment in a segregated, non-interest bearing account (and shall remain
uninvested) separate from the Payment Account but which constitutes an Eligible
Account, and the Indenture Trustee and the Issuer shall act in accordance with
Section 5.10 in respect of the unclaimed funds.


     (c)  Subject to the provisions of Section 4.05 of this Indenture, on each
Payment Date, the Indenture Trustee will apply all amounts on deposit in the
Payment Account for the following purposes and in the following order of
priority, in each case to the extent of remaining funds:



		
	 	     (1) on a pro rata basis, (I) to the Insurer, the unpaid Insurance
Premium due on such date, (II) to the Indenture Trustee, the earned and
unpaid Indenture Trustee Fee, (III) to the Property Manager, the earned
and unpaid Property Management Fee, (IV) to the Special Servicer, the
earned and unpaid Special Servicing Fees in respect of each Specially
Managed Unit, (V) to the Property Manager and the Special Servicer, as
additional servicing compensation, the Property Manager Additional
Servicing Compensation and the Special Servicer Additional Servicing
Compensation, respectively, (VI) to the Indenture Trustee, the Property
Manager and the Special Servicer, as applicable, reimbursement for
unreimbursed Advances, together with interest thereon at the
Reimbursement Rate, such interest to be reimbursable first from Default
Interest, with



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	 	respect to Leases that became Liquidated Leases or Corrected Units
or for which payments were received on the related Lease in the
immediately preceding Collection Period, and thereafter from the amounts
available in the Payment Account, and (VII) to the relevant party, the
amount of Extraordinary Expenses not already reimbursed in clauses (I)
through (VI) (not to exceed $100,000 in any month through the Payment
Date which occurs in April 2013, not to exceed $50,000 in any month
thereafter, not to exceed $1,200,000 in any year and not to exceed
$5,000,000 in the aggregate over the term of the Notes; provided (i) with
respect to the $100,000 limit or $50,000 limit, as applicable, of amounts
payable in respect of Extraordinary Expenses in any given month, the
Indenture Trustee shall be entitled to receive up to $25,000 of such
amounts to the extent then owing to the Indenture Trustee prior to such
amounts being distributed on a pro rata basis and (ii) with respect to
the $5,000,000 limit of amounts payable in respect of Extraordinary
Expenses over the term of the Notes, no less than $1,000,000 of such
limit shall be reserved solely for the payment of Extraordinary Expenses
incurred by the Indenture Trustee);
	 
	 	     (2) to the holders of the Class A-1 and Class A-2 Notes, the Note
Interest for such Classes, pro rata, based on the respective amounts of
Note Interest;
	 
	 	     (3) to the holders of the Class A-1 and Class A-2 Notes, the
aggregate of the unpaid Note Interest for such Classes from any prior
Payment Date, together with interest on any such unpaid Note Interest at
the related Note Rate, pro rata, based on such amounts;
	 
	 	     (4) to the holders of the Class A-1 Notes, in reduction of the
Principal Balance of the Class A-1 Notes, or, if the Principal Balance of
the Class A-1 Notes has been reduced to zero, the Class A-2 Notes, in
reduction of the Principal Balance of the Class A-2 Notes, an amount
equal to the Class A-1/A-2 Note Principal Payment in respect of such
Payment Date for such Class until the Principal Balance of the Class A-2
Notes has been reduced to zero;
	 
	 	     (5) (A) to the holders of the Class A-1 Notes, in reduction of the
Principal Balance of the Class A-1 Notes, an amount equal to any
Unscheduled Proceeds included in the Available Amount, until the
Principal Balance of the Class A-1 Notes has been reduced to zero and (B)
if the Principal Balance of the Class A-1 Notes has been reduced to zero,
to the holders of the Class A-2 Notes, in reduction of the Principal
Balance of the Class A-2 Notes, an amount equal to any Unscheduled
Proceeds remaining in such Available Amount after the payment to the
holders of the Class A-1 Notes referred to in clause (A) above until the
Principal Balance of the Class A-2 Notes has been reduced to zero;
	 
	 	     (6) if an Insurer Default has occurred and is continuing, pro rata,
based on their respective Principal Balances, to the Holders of the Class
A-1 and Class A-2 Notes as a reduction of their respective Principal
Balances;
	 
	 	     (7) to the Insurer, an amount equal to the aggregate amount of
unreimbursed payments made under the Insurance Policy and all other
amounts owed to the Insurer and



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	 	interest on such amounts at the rate agreed upon between the Insurer
and the Issuer under the Insurance Agreement;
	 
	 	     (8) to the holders of any Class of Notes with respect to which any
Unscheduled Proceeds have been or will be paid on such Payment Date
pursuant to clause (5) above, in the priority set forth in clause (5)
above, any Prepayment Consideration received with respect thereto;
	 
	 	     (9) if a DSCR Sweep Period is in effect, to the DSCR Reserve
Account, the amount required pursuant to Section 3.08 of the Property
Management Agreement;
	 
	 	     (10) any Extraordinary Expenses not already paid; and
	 
	 	     (11) so long as no Event of Default has occurred and is continuing,
to the Issuer.



     Each Noteholder will be deemed to have agreed, by its acceptance of its
Note, not to file or join in filing any petition in bankruptcy or commence any
similar proceeding in respect of the Issuer or the Issuer GP for a period of
one year and one day following payment in full of such Note. Notwithstanding
the provisions of this Section 2.12(c), the Issuer may, subject to Article X,
at any time advance funds to the Indenture Trustee for the purpose of allowing
the Indenture Trustee to make required payments on the Notes (“Issuer
Advances”) without right of reimbursement.


     (d)  In connection with making any payments pursuant to Section 2.12(c),
the Indenture Trustee shall make available to the Issuer on the related Payment
Date via the Indenture Trustee’s Internet website specified in Section 6.01(a),
a written statement detailing the amounts so paid, provided that if such
information is not so available on the Indenture Trustee’s Internet website for
any reason, the Indenture Trustee shall provide the Issuer with such written
statement by facsimile transmission, confirmed in writing by first class mail
or overnight courier.


     Section 2.13 The Insurance Policy. (a) If, as of 1:00 p.m. New York City
time on the third Business Day prior to any Payment Date, the Indenture Trustee
has been notified by the Property Manager that the Available Amount, any
amounts released from the DSCR Reserve and any P&I Advances to be made by the
Property Manager or the Indenture Trustee that is to be distributed on such
Payment Date pursuant to (and subject to the priorities set forth in) Section
2.12(c) will not be sufficient to pay the Insured Obligations on such Payment
Date (a “Deficiency”), which notice the Property Manager is required to provide
pursuant to Section 4.01(f) of the Property Management Agreement, the Indenture
Trustee shall by 1:00 p.m. on the second Business Day immediately prior to such
Payment Date make a claim under the Insurance Policy for the amount of the
Deficiency for such Payment Date pursuant to the terms of the Insurance Policy.



		
	 	     (i) If the Indenture Trustee has been notified by an Insured
Noteholder or, pursuant to Section 4.01(f) of the Property Management
Agreement, by the Property Manager that an Avoided Payment exists with
respect to any Insured Noteholder, the Indenture Trustee shall, after
receiving all documents required under the Insurance Policy



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	 	to be delivered in connection with such Avoided Payment, make a
claim under the Insurance Policy for such Avoided Payment pursuant to the
terms of the Insurance Policy.
	 
	 	     (ii) The Insurer may elect, at its sole option, pursuant to this
Indenture, the Insurance Policy and the Insurance Agreement, to make an
advance to the Indenture Trustee for the benefit of the Insured
Noteholders in lieu of payment under the Insurance Policy in an amount
equal to the amount demanded under a notice for payment thereunder, for
payment in respect of the Insured Noteholders, and such advance shall be
deemed to be a payment under the Insurance Policy for such Insured
Noteholders for purposes of this Indenture.
	 
	 	     (iii) To the extent the Insurer makes any payments either directly
or indirectly, to the Insured Noteholders under the Insurance Policy, the
Insurer shall be subrogated to the rights of the Insured Noteholders
under the Insured Notes and this Indenture, as applicable, to the extent
of such payments, and payments to the Insurer in respect of such
subrogation shall be made in the priorities set forth in Section 2.12(c).
Notwithstanding any other provision of this Indenture or any of the
Notes to the contrary, the Insured Noteholders shall not be entitled to
make any claim under the Insurance Policy or institute proceedings
directly against the Insurer. In furtherance and not in limitation of
the foregoing rights of subrogation and deemed purchase, each Insured
Noteholder, by purchase of its interest in the Insured Notes, and the
Indenture Trustee, on its behalf and on behalf of each Insured
Noteholder, hereby assigns to the Insurer the rights of such Holder with
respect to the Insured Notes to the extent of any payments made with
respect thereto by the Insurer (whether under the Insurance Policy or
otherwise). The Indenture Trustee shall give effect to any such
subrogation by distributing to the Insurer, as subrogee of the Insured
Noteholders, reimbursement for any payments by the Insurer under the
Insurance Policy from available funds received by the Indenture Trustee
hereunder pursuant to and in accordance with Sections 4.05 or 2.12, as
applicable. Notwithstanding anything in this Indenture or the Insured
Notes to the contrary, any payment with respect to the Insured
Obligations that is made with funds received pursuant to the terms of the
Insurance Policy or otherwise by the Insurer shall not be considered
payment on the Insured Notes by the Issuer (except that the foregoing
shall not cause such amounts to accrue Defaulted Interest), shall not
discharge any obligations of the Issuer to make such payment and shall
not result in the payment of (or the provisions for the payment of) any
Insured Obligations for purposes of Section 3.01. Notwithstanding the
foregoing, nothing pursuant to Sections 4.05 or 2.12 shall entitle the
Insurer to receive an amount greater than the Accrued Liabilities.



     (b)  The Indenture Trustee shall, prior to the Closing Date, establish a
trust account that shall be designated as the “Insurance Policy Payment
Account,” which shall be held in trust for the benefit of the Noteholders, over
which the Indenture Trustee shall have exclusive control and the sole right of
withdrawal, and in which neither the Issuer nor any other Person shall have any
legal or beneficial interest. The Insurance Policy Payment Account may be a
sub-account of the Payment Account. The Indenture Trustee shall deposit all
amounts received from the Insurer under the Insurance Policy in respect of the
Insured Notes in the Insurance Policy Payment Account. Any and all funds at
any time on deposit in, or otherwise to


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the credit of, the Insurance Policy Payment Account shall not be invested.
The only permitted withdrawal from or application of funds on deposit in, or
otherwise to the credit of, the Insurance Policy Payment Account shall be to
make payments of the Insured Obligations due on the related Payment Date in
respect of which such funds are paid, to the extent such Insured Obligations
are not paid pursuant to Section 4.05 or Section 2.12. Any funds held in the
Insurance Policy Payment Account after the distributions made pursuant to
Section 2.12 on any Payment Date shall promptly be remitted to the Insurer.


     (c)  Upon the expiration of the Insurance Policy in accordance with the
terms thereof, the Indenture Trustee shall surrender the Insurance Policy to
the Insurer for cancellation in accordance with the terms thereof.


     (d)  The Insurer and its successors and assigns shall be a third-party
beneficiary to the provisions of this Indenture, and shall be entitled to rely
upon and directly enforce such provisions of this Indenture so long as no
Insurer Default shall have occurred and be continuing. Except as expressly
stated otherwise herein, any right of the Insurer to direct, appoint, consent
to, approve, or take any action under this Indenture, shall be a right
exercised by the Insurer in its sole and absolute discretion. The Insurer may
disclaim any of its rights and powers under this Indenture (but not its duties
and obligations under the Insurance Policy) upon delivery of a written notice
to the Indenture Trustee. Nothing in this Indenture, whether express or
implied, shall be construed to give to any other person (other than the
Indenture Trustee) any legal or equitable right, remedy or claim in the
Collateral or under or in respect of this Indenture or any covenants,
conditions or provisions contained herein.


     Section 2.14 Final Payment Notice. (a) Notice of final payment under
Section 2.12(b) shall be given by the Indenture Trustee as soon as practicable,
but not later than two (2) Business Days prior to the Final Payment Date to
each Noteholder as of the close of business on the Record Date preceding the
Final Payment Date at such Noteholder’s address appearing in the Note Register
and to the Rating Agencies, the Insurer and the Issuer.


     (b)  All notices of final payment in respect of the Notes shall state (i)
the Final Payment Date for such Notes, (ii) the amount of the final payment for
such Notes and (iii) the place where such Notes are to be surrendered for
payment.


     (c)  Notice of final payment of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Indenture Trustee. Failure to
give notice of final payment, or any defect therein, to any Noteholder shall
not impair or affect the validity of the final payment of any other Note.


     Section 2.15 Compliance with Withholding Requirements. Notwithstanding
any other provision of this Indenture, the Indenture Trustee shall comply with
all federal tax withholding requirements with respect to payments to
Noteholders of interest, original issue discount, or other amounts that the
Indenture Trustee reasonably believes are applicable under the Code. The
consent of Noteholders shall not be required for any such withholding.


     Section 2.16 Cancellation. The Issuer may at any time deliver to the Note
Registrar for cancellation any Notes previously authenticated and delivered
hereunder which the


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Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Note Registrar.


     All Notes delivered to the Indenture Trustee for payment shall be
forwarded to the Note Registrar. All such Notes and all Notes surrendered for
transfer and exchange in accordance with the terms hereof shall be canceled and
disposed of by the Note Registrar in accordance with its customary procedures.


ARTICLE III



SATISFACTION AND DISCHARGE



     Section 3.01 Satisfaction and Discharge of Indenture. (a) This Indenture
shall cease to be of further effect except as to (i) any surviving rights
herein expressly provided for, (ii) in the case of clause (1)(B) below, the
rights of the Noteholders hereunder to receive payment of the Principal Balance
of and interest on the Notes and any other rights of the Noteholders hereunder,
and (iii) the provisions of Section 3.02, when



		
	 	     (1) either (A) all Notes theretofore authenticated and delivered
(other than (i) Notes which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.08 and (ii) Notes for
which payment of money has theretofore been deposited in the Payment
Account by the Indenture Trustee and thereafter repaid to the Issuer or
discharged from such trust, as provided in Section 5.10) have been
delivered to the Note Registrar for cancellation; or (B) all such Notes
not theretofore delivered to the Note Registrar for cancellation (i) have
become due and payable, or (ii) will become due and payable on the next
Payment Date, and in the case of clause (B)(i) or (B)(ii) above, cash in
an amount sufficient to pay and discharge the entire indebtedness on such
Notes not theretofore delivered to the Note Registrar for cancellation or
sufficient to pay the Principal Balance thereof and any interest thereon
accrued to the date of such deposit (in the case of Notes which have
become due and payable) or to the end of the Accrual Period for the next
Payment Date has been deposited with the Indenture Trustee as trust funds
in trust for these purposes;
	 
	 	     (2) the Issuer has paid or caused to be paid all other sums payable
or reasonably expected to become payable by the Issuer to the Indenture
Trustee, the Property Manager, the Special Servicer, the Insurer, each of
the Rating Agencies and each of the Noteholders (in each case, if any)
and all applicable statute of limitation periods for all applicable
preference actions with respect to the Issuer have expired during which
time no preference action has been commenced seeking to avoid the payment
of any amount with respect to the Insured Obligations; and
	 
	 	     (3) the Issuer has delivered to the Indenture Trustee an Officer’s
Certificate of the Issuer GP stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture
have been complied with;



provided, however, that if, at any time after the payment that would have
otherwise resulted in the satisfaction and discharge of this Indenture and such
obligations, such payment is rescinded


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or must otherwise be returned for any reason, effective upon such rescission or
return, such satisfaction and discharge of this Indenture and such obligations
shall automatically be deemed never to have occurred and this Indenture and
such obligations shall be deemed to be in full force and effect.


     Notwithstanding the foregoing, the obligations of the Issuer to the
Indenture Trustee under Section 5.04 hereof and the obligations of the
Indenture Trustee to the Noteholders and the Insurer under Section 3.02 hereof
shall survive satisfaction and discharge of this Indenture.


     (b)  The Issuer may at its option elect to purchase all of the Outstanding
Notes on any Payment Date following the third anniversary of the Cut-off Date
in an amount sufficient to (i) prepay in full the Notes, together with all
accrued and unpaid interest, (ii) pay all amounts outstanding to the Insurer,
the Indenture Trustee, the Property Manager and the Special Servicer and (iii)
pay the required amount of Prepayment Consideration by giving written notice to
the Indenture Trustee and the Insurer not later than sixty (60) days prior to
the anticipated date of purchase; provided, however, the Issuer shall not be
required to pay any amount in respect of Prepayment Consideration in the event
that the Issuer prepays all of the Outstanding Notes on any Payment Date
occurring on or after March 26, 2017. In the event such option is exercised,
the Issuer shall deposit in the Collection Account not later than the
Remittance Date relating to the Payment Date on which the final payment on the
Notes is to occur an amount in immediately available funds equal to the amount
described above. Upon confirmation that such final deposit has been made, the
Indenture Trustee shall release or cause to be released to the Issuer the Lease
Files for the remaining Mortgaged Properties and Leases and the Indenture
Trustee shall execute all assignments, endorsements and other instruments
furnished to it by the Issuer without recourse, as shall be necessary to
effectuate transfer of the Mortgaged Properties and Leases to the Issuer or its
designee.


     Section 3.02 Application of Trust Money. Subject to the provisions of
Section 2.12, Section 7.01 and Section 5.10, all Cash deposited with the
Indenture Trustee pursuant to Section 3.01 shall be held in the Payment Account
and applied by the Indenture Trustee, in accordance with the provisions of the
Notes and this Indenture, to pay to the Persons entitled thereto the amounts to
which such Persons are entitled pursuant to the provisions hereof.


ARTICLE IV



EVENTS OF DEFAULT; REMEDIES



     Section 4.01 Events of Default.


     "Event of Default,” wherever used herein with respect to the Notes, means
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):


     (a)  a draw is made on the Insurance Policy in accordance with the terms
thereof;


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     (b)  the failure of the Issuer to pay interest or principal due on the
Notes on any Payment Date without giving effect to the Insurance Policy,
including, without limitation, the Principal Balance of each Class of Notes on
the related Stated Maturity;


     (c)  the Issuer fails to retire any Class of Notes at the Stated Maturity
of such Class of Notes;


     (d)  (i) the impairment of the validity or effectiveness of this Indenture
or the lien of this Indenture or any Mortgage, the subordination of the lien of
any Mortgage or the failure of the lien of the Mortgages or the lien on any
other part of the Collateral to constitute a valid first priority perfected
security interest in the Collateral; provided that, if susceptible of cure, no
Event of Default shall arise pursuant to this clause (d) until the continuation
of any such default unremedied for a period of five (5) days or, with respect
to the lien of any Mortgage, thirty (30) days after receipt by the Issuer of
notice thereof, or (ii) the creation of any mechanic’s, materialman’s or other
lien or encumbrance, other than a Permitted Encumbrance and subject to the
Issuer’s right to contest such lien pursuant to Section 9.12(b), on any part of
the Collateral in addition to the lien of any Mortgage, which lien is not
removed of record or otherwise insured over to Indenture Trustee’s satisfaction
within forty-five (45) days of the filing or recording of such lien;


     (e)  if the Issuer fails to cure properly any material violations of laws
or ordinances affecting or which may be interpreted to affect any Mortgaged
Property within thirty (30) days after the Issuer first receives notice of any
such violations; provided that, if such violations are susceptible to cure but
cannot reasonably be cured within such thirty (30) day period, so long as the
Issuer is diligently seeking to cure such violations, such thirty (30) day
period shall be extended for such period, not to exceed sixty (60) days after
such notice, subject to the consent of the Insurer, with notice to Ratings
Agencies which consent shall not be unreasonably withheld, conditioned or
delayed;


     (f)  any material default in the observance or performance of any other
covenants or agreements on the part of the Issuer contained in this Indenture
which continues unremedied for a period of thirty (30) days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Issuer by any other party hereto or the Issuer becomes
aware of any such breach; provided, however, if such default is reasonably
susceptible of cure, but not within such thirty (30) day period, then the
Issuer, with notice to the Rating Agencies and the Insurer, may be permitted up
to an additional one hundred twenty (120) days to cure such default provided
that the Issuer diligently and continuously pursues such cure;


     (g)  any breach on the part of the Issuer of any representation or warranty
contained in this Indenture or in any certificate furnished to the Indenture
Trustee that materially and adversely affects the interests of the Indenture
Trustee, on behalf of the Noteholders and the Insurer, which remains unremedied
for five (5) days after the earlier of the date on which written notice of such
breach, requiring the same to be remedied, shall have been given to the Issuer
by any other party hereto or the Issuer becomes aware of any such breach;


     (h)  a decree or order of a court or agency or supervisory authority having
jurisdiction in an involuntary case under any present or future federal or
state bankruptcy,


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insolvency or similar law or appointing a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities and reorganization or similar proceedings, or for the winding up or
liquidation of its affairs, shall have been entered against the Issuer or the
Issuer GP and such decree or order shall have remained in force undischarged or
unstayed for a period of ninety (90) days;


     (i)  the Issuer shall voluntarily file a petition for bankruptcy,
reorganization, assignment for the benefit of creditors or similar proceeding
or consent to the appointment of a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshaling of assets and liabilities, or
similar proceedings of the Issuer or the Issuer GP or of, or relating to, all
or substantially all of the assets of the Issuer or the Issuer GP;


     (j)  either the Issuer or the Issuer GP shall amend, modify or otherwise
change its organizational documents in any manner that would affect its status
as a single-purpose, bankruptcy-remote entity without the Directing Holder’s
prior written consent;


     (k)  any monetary default by the Issuer under any Transaction Document,
other than the Indenture or the Notes, which monetary default continues beyond
any applicable cure period set forth in such Transaction Document, or if no
cure period is set forth in such document, such default continues unremedied
for a period of five (5) days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the Issuer
by the Indenture Trustee or the Insurer;


     (l)  any material default in the observance or performance of any
non-monetary covenant or agreement on the part of the Issuer contained in any
Transaction Document, other than the Indenture or the Notes, which continues
unremedied for a period of thirty (30) days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Issuer by the Indenture Trustee or the Insurer; provided, however,
if such default is reasonably susceptible of cure, but not within such thirty
(30) day period, then the Issuer, with notice to the Rating Agencies and the
Insurer, may be permitted an additional thirty (30) days to cure such default
provided the Issuer diligently and continuously pursues such cure; or


     (m)  any default on the obligations of the Issuer under any Transaction
Document that is deemed an “Event of Default under the Indenture” pursuant to
the terms of such Transaction Document.


     Section 4.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, the Indenture Trustee (i) may,
with the consent of the Insurer, so long as no Insurer Payment Default has
occurred and is continuing, (ii) shall, at the direction of the Insurer, so
long as no Insurer Default has occurred and is continuing, and (iii) shall, at
the direction of the Noteholders representing more than 50% of the aggregate
Principal Balance of the Notes and with the consent of the Insurer, so long as
no Insurer Payment Default has occurred and is continuing, declare all of the
Notes to be immediately due and payable.


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     At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due in respect of the
Notes has been obtained by the Indenture Trustee as hereinafter provided in
this Article IV, subject to the consent of the Insurer, the Noteholders
representing more than 50% of the aggregate Principal Balance of the Notes, and
by written notice to the Issuer and to the Indenture Trustee, may rescind and
annul such declaration and its consequences if:


     (a)  the Issuer has paid or deposited with the Indenture Trustee a sum
sufficient to pay:



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




		
	 	     (ii) all sums paid or advanced by the Indenture Trustee hereunder
and the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee and counsel; and




		
	 	     (iii) all amounts owed to the Insurer by the Issuer under the
Insurance Agreement.



     (b)  all Events of Default, other than the nonpayment of the principal of
the Notes that has become due solely by virtue of such acceleration, have been
cured or waived as provided in Section 4.12.


     No such rescission and annulment shall affect any subsequent default or
impair any right consequent thereto.


     Section 4.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) If the Issuer fails to pay all amounts due upon an
acceleration of the Notes under Section 4.02 forthwith upon demand and such
declaration and its consequences shall not have been rescinded and annulled,
the Indenture Trustee, in its capacity as Indenture Trustee and as trustee of
an express trust, and with the consent of the Insurer, may institute a judicial
proceeding for the collection of the sums so due and unpaid, may prosecute such
proceeding to judgment or final decree and may enforce the same against the
Issuer or any other obligor upon such Notes and collect the monies adjudged or
decreed to be payable in the manner provided by law out of the Collateral,
wherever situated, or may institute and prosecute such non-judicial proceedings
in lieu of judicial proceedings as are then permitted by applicable law.


     (a) If an Event of Default occurs and is continuing, the Indenture Trustee
may, in its discretion and in any order, proceed to protect and enforce its
rights and the rights of the Noteholders by such appropriate proceedings as the
Indenture Trustee shall deem most effective 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 to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or any Mortgage or by law.


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     (c)  In case (x) there shall be pending, relative to the Issuer or any
Person having or claiming an Ownership Interest in the Collateral, proceedings
under Title 11 of the United States Code or any other applicable Federal or
state bankruptcy, insolvency or other similar law, (y) a receiver, assignee,
debtor-in-possession or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or shall have
taken possession of the Issuer or its property or such Person or (z) there
shall be pending a comparable judicial proceeding brought by creditors of the
Issuer or affecting the property of the Issuer, the Indenture Trustee,
irrespective of whether the principal of or interest on any Notes shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:



		
	 	     (i) to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Notes and to
file such other papers or documents as may be necessary or advisable in
order to have the claims of the Indenture Trustee (including any claim
for reasonable compensation to the Indenture Trustee and each predecessor
Indenture Trustee, and their respective attorneys, and for reimbursement
of all reasonable expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee,
except as a result of willful misconduct, negligence or bad faith of the
Indenture Trustee) and of the Noteholders allowed in such proceedings;




		
	 	     (ii) unless prohibited by applicable law and regulations, to vote on
behalf of the Noteholders in any election of a trustee, a standby trustee
or Person performing similar functions in any such proceedings;




		
	 	     (iii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Indenture
Trustee on their and its behalf; and




		
	 	     (iv) to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Noteholders allowed in any judicial proceedings
relative to the Issuer, its creditors and its property;



and any trustee, receiver, liquidator, custodian or other similar official in
any such proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective attorneys, and all other expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of willful misconduct, negligence or bad faith of
the Indenture Trustee or predecessor Indenture Trustee.


     (d)  Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any


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related Noteholder or to authorize the Indenture Trustee to vote in
respect of the claim of any Noteholder in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
Person.


     (e)  In any proceedings brought by the Indenture Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make
any Noteholder a party to any such proceedings.


     (f)  All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Indenture Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its counsel,
be for the ratable benefit of the Noteholders in respect of which such judgment
has been recovered, subject to the payment priorities of Section 2.12(c).


     Section 4.04 Remedies. If an Event of Default has occurred and is
continuing, and the Notes have been declared due and payable pursuant to
Section 4.02 hereof and such declaration and its consequences shall not have
been rescinded and annulled, the Indenture Trustee, with the consent of the
Insurer, may do one or more of the following:


     (a)  institute, or cause to be instituted, Proceedings for the collection
of all amounts then payable on or under the Mortgages or this Indenture with
respect to the Notes, whether by declaration of acceleration or otherwise of
the sums due and unpaid, prosecute such Proceedings, enforce any judgment
obtained and collect from the Collateral the monies adjudged to be payable;


     (b)  liquidate, or cause to be liquidated, all or any portion of the
Collateral at one or more public or private sales called and conducted in any
manner permitted by applicable law; provided, however, that the Indenture
Trustee shall give the Issuer written notice of any private sale called by or
on behalf of the Indenture Trustee pursuant to this Section 4.04(b) at least
ten (10) days prior to the date fixed for such private sale;


     (c)  institute, or cause to be instituted, Foreclosure Proceedings of all
or part of the Collateral;


     (d)  exercise, or cause to be exercised, any remedies of a secured party
under the UCC;


     (e)  maintain the lien of this Indenture and the Mortgages over the
Collateral and, in its own name or in the name of the Issuer or otherwise,
collect and otherwise receive in accordance with the Property Management
Agreement any money or property at any time payable or receivable on account of
or in exchange for the Leases and the Mortgaged Properties in the Collateral;


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     (f) take any other appropriate action to protect and enforce the rights
and remedies of the Indenture Trustee hereunder; and


     (g)  exercise, or cause to be exercised, any remedies contained in any
Mortgage;


provided, however, that the Indenture Trustee shall not, unless required by
law, sell or otherwise liquidate all or any portion of the Collateral following
any Event of Default except in accordance with Section 4.15.


     In the event that the Indenture Trustee, following an Event of Default
hereunder, institutes Foreclosure Proceedings, the Indenture Trustee shall
promptly give a notice to that effect to the Issuer, the Insurer and the Rating
Agencies.


     Section 4.05 Application of Money Collected. Any money collected by the
Indenture Trustee pursuant to this Article shall be deposited in the Payment
Account and, on each Payment Date, all net proceeds available for payment to
Noteholders shall be applied pro rata, based on the Principal Balance of each
Class of Notes, to the holders of the Class A-1 and Class A-2 Notes and, in
case of the distribution of such money on account of the principal of or
interest on the Notes, upon presentation and surrender of the Notes if fully
paid.


     Section 4.06 Limitation on Suits. Except as provided in Section 4.07, no
Noteholder shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:



		
	 	     (1) such Noteholder has previously given written notice to the
Indenture Trustee of a continuing Event of Default;




		
	 	     (2) the Controlling Class shall have made written request to the
Indenture Trustee to institute proceedings in respect of such Event of
Default in its own name as Indenture Trustee hereunder;




		
	 	     (3) such Noteholder or Noteholders have offered to the Indenture
Trustee adequate indemnity or security satisfactory to the Indenture
Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request;




		
	 	     (4) the Indenture Trustee for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security has failed to
institute any such proceeding;




		
	 	     (5) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the
Noteholders holding more than 50% in Principal Balance of Outstanding
Notes; and




		
	 	     (6) an Event of Default shall have occurred and be continuing;



it being understood and intended that no one or more of such Noteholders shall
have any right in any manner whatever by virtue of, or by availing itself or
themselves of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Noteholders, or to obtain


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or to seek to obtain priority or preference over any other of such Noteholders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all of such Noteholders.
Subject to the foregoing restrictions, the Noteholders may exercise their
rights under this Section 4.06 independently.


     Section 4.07 Unconditional Right of Noteholders to Receive Principal and
Interest. Subject to Sections 4.06 and 12.20, the Holder of any Note at
Maturity shall have the right, which is absolute and unconditional, to receive
payments of interest, principal and other amounts then due on such Note and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Noteholder, unless a non-payment
has been cured pursuant to the next to last paragraph of Section 4.02. The
Issuer shall, however, be subject to only one consolidated lawsuit by the
Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any
one cause of action arising under this Indenture or otherwise.


     Section 4.08 Restoration of Rights and Remedies. If the Indenture
Trustee, the Insurer or any Noteholder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued, waived, rescinded or abandoned for any reason, or has been
determined adversely to the Indenture Trustee or to such Noteholder, then, and
in every such case, subject to any determination in such proceeding, the
Issuer, the Indenture Trustee, the Insurer and the Noteholders shall be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of such Persons shall continue as though no
such proceeding had been instituted.


     Section 4.09 Rights and Remedies Cumulative. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in Section 2.08, no right or remedy herein conferred upon or
reserved to the Indenture Trustee, the Insurer or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


     Section 4.10 Delay or Omission Not Waiver. No delay or omission of the
Indenture Trustee, the Insurer or any Noteholder to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Indenture or by law to the Indenture
Trustee, the Insurer or to the Noteholders may be exercised from time to time,
and as often as may be deemed expedient, to the extent permitted by applicable
law, by the Indenture Trustee or the Noteholders, as the case may be.


     Section 4.11 Control by Noteholders. The Noteholders holding more than
50% in aggregate Principal Balance of the Notes shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee under Section 4.04, subject to the consent
of the Insurer or exercising any trust or power conferred on the Indenture
Trustee, provided that such direction shall not be in conflict with any rule of
law or with this Indenture or involve the Indenture Trustee in personal
liability, and provided, further,


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that the Indenture Trustee may take any other action deemed proper by the
Indenture Trustee which is not inconsistent with such direction.


     Section 4.12 Waiver of Past Defaults. Prior to the acceleration of the
Maturity of the Notes, the Controlling Class may, on behalf of the Noteholders
of all the Notes waive any past default hereunder and its consequences, except
a default:



		
	 	     (1) in the distribution of principal on or interest on any Note,
which waiver shall require the consent by Noteholders holding 100% in
aggregate Principal Balance of the Affected Notes;




		
	 	     (2) in respect of a covenant or provision hereof which under Article
VIII cannot be modified or amended without the consent of the Holder of
each Affected Note, which waiver shall require the consent by each Holder
of an Affected Note;




		
	 	     (3) depriving the Indenture Trustee of a lien on any part the
Collateral, which a waiver shall require the consent of the Indenture
Trustee; or




		
	 	     (4) depriving the Indenture Trustee of any fees, reimbursement, or
indemnification, to which the Indenture Trustee is entitled, which waiver
shall require the written consent of the Indenture Trustee.



     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture, but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon. Any costs or expenses incurred
by the Indenture Trustee in connection with such acceleration and prior to such
waiver shall be reimbursable to the Indenture Trustee as an Extraordinary
Expense from amounts on deposit in the Payment Account. The Indenture Trustee
shall deliver written notice of any such waiver to the Rating Agencies.


     Section 4.13 Undertaking for Costs. All parties to this Indenture agree,
and each Noteholder by its acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the
Indenture Trustee for any action taken, suffered or omitted by it as Indenture
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses based on
time expended, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Issuer, or to any suit instituted by the Indenture Trustee,
or to any suit instituted by any Noteholder, or group of Noteholders, holding
in the aggregate at least 25% in aggregate Principal Balance of Outstanding
Notes or to any suit instituted by any Noteholder for the enforcement of the
payment of the principal of or interest on any Note on or after the Maturity of
such Note.


     Section 4.14 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim to take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the


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performance of this Indenture; the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of such law
and covenants that it will not hinder, delay or impede the exercise of any
power herein granted to the Indenture Trustee, but will suffer and permit the
exercise of every such power as though no such law had been enacted.


     Section 4.15 Sale of Collateral. (a) The power to effect any public or
private sale of any portion of the Collateral pursuant to Section 4.03 or 4.04
hereof shall not be exhausted by any one or more sales as to any portion of the
Collateral remaining unsold, but shall continue unimpaired until either the
entire Collateral shall have been sold or all amounts payable on the Notes, to
the Insurer, and under this Indenture with respect thereto shall have been
paid. The Indenture Trustee may from time to time postpone any sale by public
announcement made at the time and place of such sale. The Indenture Trustee
hereby expressly waives its right to any amount fixed by law as compensation
for any such sale but such waiver does not apply to any amounts to which the
Indenture Trustee is otherwise entitled under Section 5.04 of this Indenture.
The Indenture Trustee shall be entitled to retain from the proceeds of any sale
of the Collateral pursuant to this Section 4.15 any unpaid amounts owed to it
under this Indenture and any reasonable costs or expenses incurred by the
Indenture Trustee in connection with such sale (including the reasonable costs
of agents and attorneys hired by the Indenture Trustee in connection with such
sale) prior to the distribution of such amounts pursuant to Section 2.12
hereto.


     (b)  Subject to Section 4.15(c), the Indenture Trustee shall not sell the
Collateral, or any portion thereof, unless the Insurer consents and:



		
	 	     (i) the Controlling Class consents to or directs the Indenture
Trustee to make the related sales; or




		
	 	     (ii) the proceeds of such liquidation would be greater than or equal
to the aggregate Principal Balance then Outstanding plus all accrued and
unpaid interest, and any amounts owed to the Insurer and the Indenture
Trustee.



     The foregoing provisions of this Section 4.15 shall not preclude or limit
the ability of the Indenture Trustee to purchase all or any portion of the
Collateral at any sale, public or private, and the purchase by the Indenture
Trustee of all or any portion of the Collateral at any sale shall not be deemed
a sale or disposition thereof for purposes of this Section 4.15(b).


     (c)  In the event that the Notes are not fully paid on the Stated Maturity,
the Insurer shall have the right to control the sale of the Collateral.


     (d)  In connection with a sale of all or any portion of the Collateral:



		
	 	     (i) any Holder or Holders of Notes or the Insurer may bid for and
purchase the property offered for sale, and upon compliance with the
terms of sale may hold, retain and possess and dispose of such property,
without further accountability, and may, in paying the purchase money
therefor, deliver any Outstanding Notes or claims for interest thereon in
lieu of cash up to the amount which shall, upon distribution of the net
proceeds of such sale, be payable thereon, and such Notes, in case the
amounts so payable thereon



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	 	shall be less than the amount due thereon, shall be returned to the
Holders thereof after being appropriately stamped to show such partial
payment;




		
	 	     (ii) the Indenture Trustee shall execute and deliver, without
recourse, an appropriate instrument of conveyance transferring its
interest in any portion of the Collateral in connection with a sale
thereof;




		
	 	     (iii) the Indenture Trustee is hereby irrevocably appointed the
agent and attorney-in-fact of the Issuer to transfer and convey the
Issuer’s interest in any portion of the Collateral in connection with a
sale thereof, and to take all action necessary to effect such sale; and




		
	 	     (iv) no purchaser or transferee at such a sale shall be bound to
ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.



     Section 4.16 Action on Notes. The Indenture Trustee’s right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of the Mortgages and this Indenture nor
any rights or remedies of the Indenture Trustee or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion of
the Collateral.


ARTICLE V



THE INDENTURE TRUSTEE



     Section 5.01 Certain Duties and Responsibilities. The Issuer hereby
irrevocably constitutes and appoints the Indenture Trustee and any Responsible
Officer thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in place and stead
of the Issuer and in the name of the Issuer or in its own name or in the name
of a nominee, from time to time in the Indenture Trustee’s discretion, to take
any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Indenture, all as set forth in this Section.


     (a)  The rights, duties and liabilities of the Indenture Trustee in respect
of this Indenture shall be as follows:



		
	 	     (i) The Indenture Trustee shall have the full power and authority to
do all things not inconsistent with the provisions of this Indenture that
it may deem advisable in order to enforce the provisions hereof or to
take any action with respect to a default or an Event of Default
hereunder, or to institute, appear in or defend any suit or other
proceeding with respect hereto, or to protect the interests of the
Noteholders. The Indenture Trustee shall not be answerable or
accountable except under the relevant UCC for its own bad faith, willful
misconduct or negligence. The Issuer shall prepare and file



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	 	or cause to be filed, at the Issuer’s expense, and the Issuer shall
execute, if required to be executed, a UCC Financing Statement,
describing the Issuer as debtor, the Indenture Trustee as secured party
and the Collateral as the collateral, in all appropriate locations in the
State of Delaware promptly following the initial issuance of the Notes,
and the Indenture Trustee shall prepare and file at each such office, and
the Issuer shall execute, if required to be executed under the relevant
UCC, continuation statements with respect thereto, in each case within
six months prior to each fifth anniversary of the original filing. The
Indenture Trustee is hereby authorized and obligated to make, at the
expense of the Issuer, all required filings and refilings of which the
Indenture Trustee becomes aware, necessary to preserve the liens created
by the Mortgages and this Indenture as provided therein and herein. The
Indenture Trustee shall not be required to take any action to exercise or
enforce the trusts hereby created which, in the opinion of the Indenture
Trustee, shall be likely to involve expense or liability to the Indenture
Trustee, unless the Indenture Trustee shall have received an agreement
satisfactory to it in its sole reasonable discretion to indemnify it
against such liability and expense. Except as otherwise expressly
provided herein, the Indenture Trustee shall not be required to ascertain
or inquire as to the performance or observance of any of the covenants or
agreements contained herein, or in any other instruments to be performed
or observed by the Issuer;




		
	 	     (ii) Subject to the other provisions of this Article V, the
Indenture Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders, or other instruments
furnished to the Indenture Trustee that are specifically required to be
furnished pursuant to any provisions of this Indenture, shall examine
them to determine whether they are on their face in the form required by
this Indenture to the extent expressly set forth herein. If any such
instrument is found on its face not to conform to the requirements of
this Indenture in a material manner, the Indenture Trustee shall take
such action as it deems appropriate to have the instrument corrected, and
if the instrument is not corrected to the Indenture Trustee’s reasonable
satisfaction, the Indenture Trustee will provide notice thereof to the
Noteholders. The Indenture Trustee shall not incur any liability in
acting upon any signature, notice, request, consent, certificate,
opinion, or other instrument reasonably believed by it to be genuine. In
administering the trusts hereunder, the Indenture Trustee may execute any
of the trusts or powers hereunder directly or through its agents or
attorneys, provided that it shall remain liable for the acts of all such
agents and attorneys. The Indenture Trustee may, at its own expense
(except as otherwise provided in Section 5.04), consult with counsel,
accountants and other professionals to be selected and employed by it,
and the Indenture Trustee shall not be liable for anything done, suffered
or omitted in good faith by it in accordance with the advice of any such
Person nor for any error of judgment made in good faith by a Responsible
Officer, unless it shall be proved that the Indenture Trustee was
negligent in ascertaining the pertinent facts;




		
	 	     (iii) The Indenture Trustee shall not, except as otherwise provided
in Section 5.01(a)(i), have any duty to make, arrange or ensure the
completion of any recording, filing or registration of any instrument or
other document (including any UCC Financing Statements), or any
amendments or supplements to any of said instruments or to determine if
any such instrument or other document is in a form suitable for
recording,



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	 	filing or registration, and the Indenture Trustee shall not have any
duty to make, arrange or ensure the completion of the payment of any
fees, charges or taxes in connection therewith;




		
	 	     (iv) Whenever in performing its duties hereunder, the Indenture
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder,
the Indenture Trustee may, in the absence of bad faith on the part of the
Indenture Trustee, rely upon (unless other evidence in respect thereof be
specifically prescribed herein) an Officer’s Certificate of the Issuer GP
on behalf of the Issuer, and such Officer’s Certificate shall be full
warrant to the Indenture Trustee for any action taken, suffered or
omitted by it on the faith thereof;




		
	 	     (v) Except in its capacity as successor to the Property Manager, the
Indenture Trustee shall not have any obligations to see to the payment or
discharge of any liens (other than the liens of this Indenture and the
Mortgages) upon the Collateral, or to see to the application of any
payment of the principal of or interest on any note secured thereby or to
the delivery or transfer to any Person of any property released from any
such lien, or to give notice to or make demand upon any mortgagor,
mortgagee, trustor, beneficiary or other Person for the delivery or
transfer of any such property. The Indenture Trustee (and any successor
trustee or co-trustee in its individual capacity) nevertheless agrees
that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any liens or encumbrances on the
Collateral, arising as a result of the Indenture Trustee (or such
successor trustee or co-trustee, as the case may be) acting negligently,
in bad faith or with willful misconduct in its capacity as Indenture
Trustee (or such successor trustee or co-trustee, as the case may be);
and




		
	 	     (vi) The Indenture Trustee shall not be concerned with or
accountable to any Person for the use or application of any deposited
monies or of any property or securities or the proceeds thereof that
shall be released or withdrawn in accordance with the provisions hereof
or of any property or securities or the proceeds thereof that shall be
released from the lien hereof or thereof in accordance with the
provisions hereof or thereof and the Indenture Trustee shall not have any
liability for the acts of other parties to this Indenture that are not in
accordance with the provisions hereof.



     (b)  The rights, duties and liabilities of the Indenture Trustee in respect
of the Collateral and this Indenture, in addition to those set forth in Section
5.01(a), shall be as follows:



		
	 	     (i) except during the continuance of an Event of Default with
respect to the Notes, the Indenture Trustee undertakes to perform such
duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into
this Indenture against the Indenture Trustee; and




		
	 	     (ii) the Indenture Trustee may, in the absence of bad faith on its
part, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished by the Issuer to the Indenture Trustee and conforming
to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be



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	 	furnished to the Indenture Trustee, the Indenture Trustee shall be
under a duty to examine the same to determine whether or not they conform
on their face to the requirements of this Indenture, to the extent
expressly set forth herein.



     (c)  Subject to Section 4.12 hereof, in case an Event of Default known to
the Indenture Trustee with respect to the Notes has occurred and is continuing,
the Indenture Trustee shall exercise such of the rights and powers vested in it
by this Indenture and the Mortgages, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.


     (d)  No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:



		
	 	     (i) this subsection shall not be construed to limit the effect of
subsections (a), (b) or (c) of this Section;




		
	 	     (ii) the Indenture Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be
proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts;




		
	 	     (iii) the Indenture Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the directions of the Noteholders of more than 50% (unless a lower
or higher percentage of Noteholders is expressly permitted or required to
authorize such action hereunder, in which case such lower or higher
percentage) in aggregate Principal Balance of the Outstanding Notes, the
Insurer or the Controlling Class, as applicable, relating to the time,
method and place of conducting any proceeding for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred upon
the Indenture Trustee, under this Indenture with respect to the Notes;
and




		
	 	     (iv) the Indenture Trustee shall not be charged with knowledge of an
Event of Default or a default in the observance of any covenant contained
in Article IX or Article X unless either (i) a Responsible Officer of the
Indenture Trustee shall have actual knowledge of such default or (ii)
written notice of such default shall have been given by the Issuer or by
any Noteholder to and received by a Responsible Officer of the Indenture
Trustee.



     (e)  The Issuer hereby directs the Indenture Trustee to execute and deliver
the Collection Account Agreement, the Property Management Agreement, the
Insurance Agreement and the SNDAs.


     Section 5.02 Notice of Defaults. The Indenture Trustee, promptly but not
later than three (3) Business Days after a Responsible Officer of the Indenture
Trustee acquires actual knowledge of the occurrence of any default under this
Indenture, shall notify the Issuer, the Insurer, the Noteholders and the Rating
Agencies of any such default (a “Notice of Default”), unless all such defaults
known to the Indenture Trustee shall have been cured before the giving of such
notice or unless the same is rescinded and annulled, or waived by the
Noteholders and


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the Insurer pursuant to Section 4.02 or Section 4.12; provided that,
except in the case of a default in the payment of the principal of or interest
on any of the Notes, the Indenture Trustee shall be protected in withholding
such notice to the Noteholders for a period of no longer than thirty (30) days
if and so long as the board of directors, the executive committee or a trust
committee composed of directors and/or Responsible Officers of the Indenture
Trustee reasonably and in good faith determines that the withholding of such
notice is in the best interest of the Noteholders. For the purpose of this
Section 5.02, the term “default” means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to the
Notes.


     Section 5.03 Certain Rights of Indenture Trustee. Subject to the
provisions of Section 5.01, in connection with this Indenture:


     (a)  the Indenture Trustee may request and rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties as may be required by such party or
parties pursuant to the terms of this Indenture;


     (b)  any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer Order and any resolution
of the board of directors of the Issuer GP may be sufficiently evidenced by a
Resolution, and any request or direction of the Insurer mentioned herein shall
be sufficiently evidenced by an Insurer Order;


     (c)  whenever in the administration of this Indenture the Indenture Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Indenture Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officer’s Certificate;


     (d)  the Indenture Trustee may consult with counsel and the written advice
of such counsel or any Opinion of Counsel rendered thereby shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon;


     (e)  the Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Noteholders or the Insurer pursuant to this Indenture, unless
such Noteholders or the Insurer, as applicable, shall have offered to the
Indenture Trustee reasonable security or indemnity against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction;


     (f)  the Indenture Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon, other evidence of indebtedness or other paper or
document, but the Indenture Trustee in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney;


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     (g) the Indenture Trustee may, at its own expense (except as otherwise
provided in Section 5.04), execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys of the Indenture Trustee, provided that it shall remain liable for
the acts of all such attorneys and agents;


     (h)  the Indenture Trustee shall not be required to provide any surety or
bond of any kind in connection with the execution or performance of its duties
hereunder;


     (i)  except with respect to the representations made by it in Section 5.06,
the Indenture Trustee shall not make any representations as to the validity or
sufficiency of this Indenture; and


     (j)  the Indenture Trustee shall not at any time have any responsibility or
liability with respect to the legality, validity or enforceability of the
Collateral other than its failure to act in accordance with the terms of this
Indenture or the Property Management Agreement.


     Section 5.04 Compensation; Reimbursement; Indemnification. (a) Subject
to Section 5.04(b), the Issuer hereby agrees:



		
	 	     (1) to pay or cause to be paid to the Indenture Trustee, in
accordance with the terms of the Property Management Agreement, monthly,
the Indenture Trustee Fee as compensation for all services rendered by it
hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust); and




		
	 	     (2) to reimburse, indemnify or cause to be indemnified and hold
harmless the Indenture Trustee, and its directors, officers, employees
and agents, for any loss, liability, third party claim, reasonable
expense or reasonable disbursements (including, without limitation, costs
and expenses of litigation, and of investigation, reasonable counsel
fees, damages, judgments and amounts paid in settlement) (A) incurred in
connection with any act by the Indenture Trustee authorized by, and taken
(including any actions taken by the Indenture Trustee or its agents
pursuant to Article IV) with respect to, or omission on the part of the
Indenture Trustee with respect to, this Indenture (and the transactions
contemplated in connection therewith), the Property Management Agreement,
the Collateral (including, but not limited to, protecting its interest in
the Collateral or collecting any amount payable thereunder or in
enforcing its rights with respect to the Collateral, whether or not any
legal proceeding is commenced hereunder or under the Mortgages) or the
Notes (other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of the
Indenture Trustee’s obligations or duties under this Indenture), (B)
arising out of or in any way relating to any one or more of the
following: (i) any accident, injury to or death of persons or loss of or
damage to property occurring in, on or about any Mortgaged Property or
any part thereof or on the adjoining sidewalks, curbs, adjacent property
or adjacent parking areas, streets or ways; (ii) any use, nonuse or
condition in, on or about any Mortgaged Property or any part thereof or
on the adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (iii) performance of any labor or services or the
furnishing of any materials or other property in respect of any Mortgaged
Property or any part thereof; and



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	 	(iv) any failure of any Mortgaged Property to be in compliance with
any Applicable Laws, or (C) arising out of or in any way relating to any
tax on the making and/or recording of any Mortgage.



     With respect to any third party claim:



		
	 	     (i) the Indenture Trustee shall give the Issuer, the Insurer and the
Noteholders written notice thereof promptly after the Indenture Trustee
shall have knowledge thereof;




		
	 	     (ii) while maintaining control over its own defense, the Indenture
Trustee shall cooperate and consult fully with the Issuer in preparing
such defense; and




		
	 	     (iii) notwithstanding the foregoing provisions of this Section
5.04(a), the Indenture Trustee shall not be entitled to reimbursement out
of the Payment Account for settlement of any such claim by the Indenture
Trustee entered into without the prior consent of the Issuer, which
consent shall not be unreasonably withheld.



     The provisions of this Section 5.04(a) shall survive the termination of
this Indenture and the resignation or termination of the Indenture Trustee.


     The Indenture Trustee agrees to fully perform its duties under this
Indenture notwithstanding any failure on the part of the Issuer to make any
payments, reimbursements or indemnifications to the Indenture Trustee pursuant
to this Section 5.04(a); provided, however, that (subject to Sections 5.04(b)
and 5.04(c)) nothing in this Section 5.04 shall be construed to limit the
exercise by the Indenture Trustee of any right or remedy permitted under this
Indenture in the event of the Issuer’s failure to pay any sums due the
Indenture Trustee pursuant to this Section 5.04.


     (b)  The obligations of the Issuer set forth in Section 5.04(a) are
nonrecourse obligations solely of the Issuer and will be payable only from the
Collateral with respect to the Notes. The Indenture Trustee hereby agrees that
it has no rights or claims against the Issuer directly and shall only look to
the Collateral to satisfy the Issuer’s obligations under Section 5.04(a). The
Indenture Trustee also hereby agrees not to file or join in filing any petition
in bankruptcy or commence any similar proceeding in respect of the Issuer.


     (c) Upon the occurrence of an Event of Default resulting in an
acceleration of Maturity of the Notes, the Indenture Trustee shall have, as
security for the performance by the Issuer of its obligations under this
Section 5.04 and the payment of other amounts owed to the Indenture Trustee in
accordance with this Indenture, a lien ranking senior to the lien of the Notes
upon all property and funds held or collected as part of the Collateral. The
Indenture Trustee shall not institute any proceeding seeking the enforcement of
such lien against the Collateral unless (i) such proceeding is in connection
with a proceeding in accordance with Article IV hereof for enforcement of the
lien of the Mortgages and this Indenture for the benefit of the Noteholders
after the occurrence of an Event of Default (other than an Event of Default due
solely to a breach of this Section 5.04) and a resulting declaration of
acceleration of Maturity of such Notes that has not been rescinded and
annulled, or (ii) such proceeding does not and will not result in or cause a
sale or other disposition of the Collateral.


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     Section 5.05 Corporate Indenture Trustee Required; Eligibility. The
Issuer hereby agrees that there shall at all times be an Indenture Trustee
hereunder which shall be a bank (within the meaning of Section 2(a)(5) of the
1940 Act) organized and doing business under the laws of the United States or
any State thereof, authorized under such laws to exercise corporate trust
powers, having aggregate capital, surplus and undivided profits of at least
$100,000,000, and subject to supervision or examination by Federal or State
authority, the long-term debt of which is rated not lower than “A-2” by Moody’s
and “A” by S&P, or is otherwise acceptable to the Rating Agencies (as evidenced
by Rating Agency Confirmations). If such bank publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital, surplus and undivided profits of such bank shall be deemed to be its
combined capital, surplus and undivided profits as set forth in its most recent
report of condition so published. The Indenture Trustee shall at all times
meet the requirements of Section 26(a)(1) of the 1940 Act and shall in no event
be an Affiliate of the Issuer or an Affiliate of any Person involved in the
organization or operation of the Issuer or be directly or indirectly controlled
by the Issuer. If at any time a Responsible Officer of the Indenture Trustee
becomes aware that the Indenture Trustee has ceased to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


     Section 5.06 Authorization of Indenture Trustee. The Indenture Trustee
represents and warrants as to itself: that it is duly authorized under
applicable Federal law, its charter and its by-laws to execute and deliver this
Indenture, and to perform its obligations hereunder, including, without
limitation, that (assuming it is enforceable against the other parties hereto)
this Indenture constitutes its valid and binding obligation enforceable against
it in accordance with the Indenture’s terms (subject to applicable bankruptcy
and insolvency laws and general principles of equity), that it is duly
authorized to accept the Grant to it of the Collateral and is authorized to
authenticate the Notes, and that all corporate action necessary or required
therefor has been duly and effectively taken or obtained and all federal and
state governmental consents and approvals required with respect thereto have
been obtained.


     Section 5.07 Merger, Conversion, Consolidation or Succession to Business.
Any corporation, bank, trust company or association into which the Indenture
Trustee may be merged or converted or with which it may be consolidated, or any
corporation, bank, trust company or association resulting from any merger,
conversion or consolidation to which the Indenture Trustee shall be a party, or
any corporation, bank, trust company or association succeeding to all or
substantially all the corporate trust business of the Indenture Trustee, shall
be the successor of the Indenture Trustee hereunder, provided such corporation,
bank, trust company or association shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.


     Section 5.08 Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Indenture Trustee in
accordance with the applicable requirements of Section 5.09.


     (b)  The Indenture Trustee may resign at any time by giving written notice
thereof to the Issuer, the Insurer and the Rating Agencies. If the respective
instruments of acceptance by


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a successor Indenture Trustee required by Section 5.09 shall not have been
delivered to each such party within thirty (30) days after the giving of such
notice of resignation, the resigning Indenture Trustee may petition any court
of competent jurisdiction for the appointment of their respective successors.


     (c)  Subject to Section 5.08(a), the Indenture Trustee may be removed at
any time with respect to the Notes by the Controlling Class and notice of such
action by the Controlling Class shall be delivered to the Indenture Trustee,
the Insurer and the Issuer.


     (d)  If at any time:



		
	 	     (i) the Indenture Trustee shall cease to be eligible under Section
5.05, or the representations of the Indenture Trustee in Section 5.06
shall prove to be untrue in any material respect, or the Indenture
Trustee shall fail to resign after written request therefor by the Issuer
GP on behalf of the Issuer or the Controlling Class; or




		
	 	     (ii) the Indenture Trustee shall become incapable of acting or shall
be adjudged a bankrupt or insolvent or a receiver of the Indenture
Trustee or of its property shall be appointed or any public officer shall
take charge or control of the Indenture Trustee or its property or
affairs for the purpose of rehabilitation, conservation or liquidation;



then, in any such case, (i) the Issuer GP on behalf of the Issuer, may by
written notice remove the Indenture Trustee, or (ii) subject to Section 4.13,
the Insurer or any Noteholder may, on its own behalf and on behalf of all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee.


     (e)  If the Indenture Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Indenture Trustee for
any cause, the Issuer GP on behalf of the Issuer, shall promptly remove by
written notice the Indenture Trustee and appoint a successor Indenture Trustee,
who shall comply with the applicable requirements of Section 5.09. If, within
sixty (60) days after such resignation, removal or incapacity, or the
occurrence of such vacancy, a successor Indenture Trustee shall not have been
appointed by the Issuer GP on behalf of the Issuer and shall not have accepted
such appointment in accordance with the applicable requirements of Section
5.09, then a successor Indenture Trustee shall be appointed by act of the
Noteholders of more than 50% in aggregate Principal Balance of the Outstanding
Notes delivered to the Issuer and the retiring Indenture Trustee, and the
successor Indenture Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
5.09, become the successor Indenture Trustee with respect to the Notes.


     If, within 120 days after such resignation, removal or incapacity, or the
occurrence of such vacancy, no successor Indenture Trustee shall have been so
appointed and accepted appointment in the manner required by Section 5.09, the
resigning Indenture Trustee may, on its own behalf and on behalf of all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.


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     (f)  The Issuer shall give notice of any resignation or removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee by
giving notice of such event to the Rating Agencies and the Noteholders. Each
notice shall include the name of the successor Indenture Trustee and the
address of its corporate trust office.


     Section 5.09 Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Indenture Trustee, the successor Indenture
Trustee so appointed shall execute, acknowledge and deliver to the Issuer and
to the retiring Indenture Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Indenture Trustee shall
become effective and such successor Indenture Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Indenture Trustee; but, on the request of the Issuer GP
on behalf of the Issuer or the successor Indenture Trustee, such retiring
Indenture Trustee shall, upon payment of its fees, execute and deliver an
instrument transferring to such successor Indenture Trustee all the rights,
powers and trusts of the retiring Indenture Trustee, shall duly assign,
transfer and deliver to such successor Indenture Trustee all property and money
held by such retiring Indenture Trustee hereunder, shall take such action as
may be requested by the Issuer GP on behalf of the Issuer to provide for the
appropriate interest in the Collateral (including, without limitation, the
Mortgages) to be vested in such successor Trustee, but shall not be responsible
for the recording of such documents and instruments as may be necessary to give
effect to the foregoing.


     Upon request of any such successor Indenture Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Indenture Trustee all such rights, powers and
trusts referred to in this Section.


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


     Section 5.10 Unclaimed Funds. Subject to the terms of this Indenture and
the other Transaction Documents, the Indenture Trustee is required to hold any
payments received by it with respect to the Notes that are not paid to the
Noteholders in trust for the Noteholders. Notwithstanding the foregoing, at
the expiration of two years following the Final Payment Date for the Notes, any
monies set aside in accordance with Section 2.12(b) for payment of principal,
interest and other amounts on such Notes remaining unclaimed by any lawful
owner thereof, and, to the extent required by applicable law, any accrued
interest thereon shall be remitted to the Issuer to be held in trust by the
Issuer for the benefit of the applicable Noteholder until distributed in
accordance with applicable law, and all liability of the Indenture Trustee with
respect to such money shall thereupon cease; provided that the Indenture
Trustee, before being required to make any such remittance, may, at the expense
of the applicable Noteholder, payable out of such unclaimed funds, to the
extent permitted by applicable law, and otherwise at the expense of the Issuer,
cause to be published at least once but not more than three times in two
newspapers in the English language customarily published on each Business Day
and of general circulation, in New York, New York, a notice to the effect that
such monies remain unclaimed and have not been applied for the purpose for
which they were deposited, and that after a date specified therein, which shall
be not less than thirty (30) days after the date of first publication of


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said notice, any unclaimed balance of such monies then remaining in the
hands of the Indenture Trustee will be paid to the Issuer upon its written
directions to be held in trust for the benefit of the applicable Noteholder
until distributed in accordance with applicable law. Any successor to the
Issuer through merger, consolidation or otherwise or any recipient of
substantially all the assets of the Issuer in a liquidation of the Issuer shall
remain liable for the amount of any unclaimed balance paid to the Issuer
pursuant to this Section 5.10.


     Section 5.11 Illegal Acts. No provision of this Indenture or any
amendment or supplement hereto shall be deemed to impose any duty or obligation
on the Indenture Trustee to do any act in the performance of its duties
hereunder or to exercise any right, power, duty or obligation conferred or
imposed on it, which under any present or future law shall be unlawful, or
which shall be beyond the corporate powers, authorization or qualification of
the Indenture Trustee.


     Section 5.12 Communications by the Indenture Trustee. The Indenture
Trustee, if any principal of or interest on any Notes due and payable hereunder
is not paid, shall send to the Issuer, within one Business Day after the
Maturity thereof, a written demand for payment thereon.


     Section 5.13 Separate Indenture Trustees and Co-Trustees. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting legal requirements applicable to it in the performance of
its duties hereunder, the Indenture Trustee shall have the power to, and shall
execute and deliver all instruments to, appoint one or more Persons to act as
separate trustees or co-trustees hereunder, jointly with the Indenture Trustee,
of any of the Collateral subject to this Indenture, and any such Persons shall
be such separate trustee or co-trustee, with such powers and duties consistent
with this Indenture as shall be specified in the instrument appointing such
Person but without thereby releasing the Indenture Trustee from any of its
duties hereunder. If the Indenture Trustee shall request the Issuer to do so,
the Issuer shall join with the Indenture Trustee in the execution of such
instrument, but the Indenture Trustee shall have the power to make such
appointment without making such request. A separate trustee or co-trustee
appointed pursuant to this Section 5.13 need not meet the eligibility
requirements of Section 5.05.


     (b)  Every separate trustee and co-trustee shall, to the extent not
prohibited by law, be subject to the following terms and conditions:



		
	 	     (i) the rights, powers, duties and obligations conferred or imposed
upon such separate or co-trustee shall be conferred or imposed upon and
exercised or performed by the Indenture Trustee and such separate or
co-trustee jointly, as shall be provided in the appointing instrument,
except to the extent that under any law of any jurisdiction in which any
particular act is to be performed any nonresident trustee shall be
incompetent or unqualified to perform such act, in which event such
rights, powers, duties and obligations shall be exercised and performed
by such separate trustee or co-trustee;




		
	 	     (ii) all powers, duties, obligations and rights conferred upon the
Indenture Trustee, in respect of the custody of all cash deposited
hereunder shall be exercised solely by the Indenture Trustee; and



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	 	(iii) the Indenture Trustee may at any time by written instrument
accept the resignation of or remove any such separate trustee or
co-trustee, and, upon the request of the Indenture Trustee, the Issuer
shall join with the Indenture Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to make
effective such resignation or removal, but the Indenture Trustee shall
have the power to accept such resignation or to make such removal without
making such request. A successor to a separate trustee or co-trustee so
resigning or removed may be appointed in the manner otherwise provided
herein.



     (c)  Such separate trustee or co-trustee, upon acceptance of such trust,
shall be vested with the estates or property specified in such instruments,
jointly with the Indenture Trustee, and the Indenture Trustee shall take such
action as may be necessary to provide for (i) the appropriate interest in the
Collateral to be vested in such separate trustee or co-trustee and (ii) the
execution and delivery of any transfer documentation or bond powers that may be
necessary to give effect to transfer of the lien of this Indenture and the
Mortgages to the co-trustee. Any separate trustee or co-trustee may, at any
time, by written instrument constitute the Indenture Trustee, its agent or
attorney in fact with full power and authority, to the extent permitted by law,
to do all acts and things and exercise all discretion authorized or permitted
by it, for and on behalf of it and in its name. If any separate trustee or
co-trustee shall be dissolved, become incapable of acting, resign, be removed
or die, all the estates, property, rights, powers, trusts, duties and
obligations of said separate trustee or co-trustee, so far as permitted by law,
shall vest in and be exercised by the Indenture Trustee, without the
appointment of a successor to said separate trustee or co-trustee, until the
appointment of a successor to said separate trustee or co-trustee is necessary
as provided in this Indenture.


     (d)  Any notice, request or other writing, by or on behalf of any
Noteholder, delivered to the Indenture Trustee shall be deemed to have been
delivered to all separate trustees and co-trustees.


     (e)  Although co-trustees may be jointly liable, no co-trustee or separate
trustee shall be severally liable by reason of any act or omission of the
Indenture Trustee or any other such trustee hereunder.


ARTICLE VI



REPORTS TO NOTEHOLDERS



     Section 6.01 Reports to Noteholders and Others. (a) Based solely on
information with respect to the Collateral provided to the Indenture Trustee by
the Property Manager and the Special Servicer pursuant to the Property
Management Agreement (and the Indenture Trustee’s calculations based on such
information), the Indenture Trustee shall prepare, or cause to be prepared, and
make available either in electronic format or by first class mail on each
Payment Date, or as soon thereafter as is practicable, to the Issuer, the
Insurer, the Initial Purchaser, the Rating Agencies and each Noteholder a
statement in the form of Exhibit B hereto (the “Trustee Report”) in respect of
the payments made on such Payment Date setting forth the following:


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	 	     (i) the amount on deposit in the Payment Account for such Payment Date;




		
	 	     (ii) with respect to such Payment Date, the aggregate amounts of
interest and principal paid to each Class of Notes on such Payment Date;




		
	 	     (iii) the amount of any P&I Advance by the Property Manager or the
Indenture Trustee included in the amounts distributed to the Noteholders
on such Payment Date, stating separately the amounts allocable to
interest and principal;




		
	 	     (iv) the aggregate Principal Balance of each Class of Notes after
giving effect to payments of principal on such Payment Date;




		
	 	     (v) the rate per annum at which interest on each Class of Notes
accrued for the Accrual Period relating to such Payment Date immediately
preceding such Payment Date;




		
	 	     (vi) the aggregate amount of Unscheduled Proceeds (and the source
thereof) made during the related Collection Period; and




		
	 	     (vii) the aggregate outstanding Advances and interest thereon as of
the end of, and all interest paid on Advances during, the prior calendar
month.



     The Indenture Trustee shall promptly make each Trustee Report available
via the Indenture Trustee’s Internet website to any Noteholder, Note Owner or
prospective investor upon receipt by the Indenture Trustee from such person of
a certification in the form of Exhibit G-1 or G-2 attached hereto, as
applicable, and to the Insurer, the Issuer, designees of the Issuer, the Rating
Agencies and the Initial Purchaser. The Indenture Trustee’s Internet website
will be located at “http://www.etrustee.net” or at such other address as the
Indenture Trustee shall notify the parties hereto from time to time.


     In connection with providing access to the Indenture Trustee’s Internet
website, the Indenture Trustee may require registration and the acceptance of a
disclaimer. The Indenture Trustee shall not be liable for having disseminated
information in accordance with this Indenture.


     The Indenture Trustee shall be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the Trustee Report and may affix thereto any
disclaimer it deems appropriate in its reasonable discretion (without
suggesting liability on the part of any other party hereto).


     (b)  Within a reasonable period of time after the end of each calendar year
(but in no event more than sixty (60) days following the end of such calendar
year), the Indenture Trustee shall prepare, or cause to be prepared, make
available either in electronic format or by first class mail to each Person who
at any time during the calendar year was a Noteholder (i) a statement
containing the aggregate amount of principal and interest payments on the Notes
for such calendar year or applicable portion thereof during which such person
was a Noteholder and (ii) such other customary information as the Indenture
Trustee deems necessary or desirable for Noteholders to prepare their federal,
state and local income tax returns including, without limitation (and to the
extent provided to it by the Issuer which shall so cause such information to


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be provided), the amount of original issue discount accrued on the Notes,
if applicable. The obligations of the Indenture Trustee in the immediately
preceding sentence shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Indenture Trustee
pursuant to any requirements of the Code.


     Section 6.02 Certain Communications with the Rating Agencies. Upon
request by either of the Rating Agencies, the Indenture Trustee shall make
available or send, in the case of all material items, and shall endeavor to
make available or send, in the case of all other items, a copy of each
supplement, notice, certificate, request, demand, financial statement and
amortization schedule sent by it or received by it pursuant to or in connection
with the Indenture or the Collateral or any part thereof, other than statements
of the Indenture Trustee’s fees and expenses sent by it to the Issuer and any
other communications of a similar and solely administrative nature in the
Indenture Trustee’s sole opinion, to such Rating Agency and the Insurer.


     Section 6.03 Access to Certain Information. (a) The Indenture Trustee
shall afford to the Issuer, the Property Manager, the Special Servicer, the
Insurer and to the OTS, the FDIC and any other banking or insurance regulatory
authority that may exercise authority over any Noteholder, access to any
documentation regarding the Collateral within its control that may be required
to be provided by this Indenture or by applicable law. Such access shall be
afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Indenture Trustee designated
by it.


     (a)  The Indenture Trustee shall maintain at its office primarily
responsible for administration of the Collateral and shall deliver to the
Issuer, the Insurer, the Rating Agencies and, subject to the succeeding
paragraph, any Noteholder or Person identified to the Indenture Trustee as a
prospective transferee of a Note or an interest therein (at the reasonable
request and, except for the Rating Agencies, expense of the requesting party),
copies of the following items (to the extent that such items have been
delivered to the Indenture Trustee or the Indenture Trustee can cause such
items to be delivered to it without unreasonable burden or expense): (i) the
Offering Circular or any other offering circular or disclosure document
relating to the Notes, in the form most recently provided to the Indenture
Trustee by the Issuer or by any Person designated by the Issuer; (ii) this
Indenture, the Limited Partnership Agreement, the Property Management Agreement
and any amendments hereto or thereto; (iii) all reports prepared by, and all
reports delivered to, the Indenture Trustee, the Property Manager or the
Special Servicer since the Closing Date; (iv) all Officer’s Certificates
delivered by the Property Manager and the Special Servicer since the Closing
Date pursuant to Section 3.13 of the Property Management Agreement and all
Officer’s Certificates delivered by the Issuer GP on behalf of the Issuer since
the Closing Date pursuant to Section 9.15 of this Indenture; (v) all
accountants’ reports caused to be delivered by the Property Manager and the
Special Servicer since the Closing Date pursuant to Section 3.14 of the
Property Management Agreement; (vi) the most recent inspection report prepared
by the Property Manager or the Special Servicer in respect of each Mortgaged
Property pursuant to Section 3.12(a) of the Property Management Agreement;
(vii) any and all notices and reports with respect to any Mortgaged Property as
to which environmental testing is contemplated by Section 9.33 of this
Indenture; (viii) all Determination Date Reports, Special Servicer Reports
since the Closing Date prepared pursuant to Section 4.01 of the Property
Management Agreement; (ix) the Lease Files, including any and all
modifications, waivers and


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amendments of the terms of each Lease entered into or consented to by the
Property Manager or the Special Servicer and delivered to the Indenture Trustee
pursuant to Section 3.19 of the Property Management Agreement or otherwise; and
(x) any and all Officer’s Certificates and other evidence to support the
Property Manager’s or the Special Servicer’s, as the case may be, determination
that any Advance was or, if made, would be a Nonrecoverable Advance. The
Indenture Trustee shall make available copies of any and all of the foregoing
items upon request of any party set forth in the previous sentence. However,
the Indenture Trustee shall be permitted to require of such party the payment
of a sum sufficient to cover the reasonable costs and expenses of providing
such copies as are requested by such party.


     The Indenture Trustee will make available, upon reasonable advance notice
and at the expense of the requesting party, copies of the above items to any
Noteholder or Note Owner and to prospective purchasers of Notes; provided,
that, as a condition to making such items available, the Indenture Trustee
shall require (a) in the case of Noteholders or Note Owners, a confirmation
executed by the requesting Person in the form of Exhibit G-1 hereto generally
to the effect that such Person is a Noteholder or Note Owner, is requesting the
information solely for use in evaluating such Person’s investment in the
related Notes and will otherwise keep such information confidential and (b) in
the case of a prospective purchaser, confirmation executed by the requesting
Person and such Person’s prospective transferor in the form of Exhibit G-2
hereto generally to the effect that such Person is a prospective purchaser of
Notes, is requesting the information solely for use in evaluating a possible
investment in such Notes and will otherwise keep such information confidential.


     (c)  The Indenture Trustee shall not be liable for any dissemination of
information made in accordance with Section 6.03(a) or (b).


ARTICLE VII



REDEMPTION



     Section 7.01 Redemption of the Notes. The Issuer has the right to prepay
the Notes in full on any Payment Date after the third anniversary of the
Cut-off Date. Any such prepayment is required to be made with no less than 60
days’ prior notice to the Indenture Trustee and the Insurer and the Issuer will
be required to deposit with the Indenture Trustee an amount sufficient to pay
in full the outstanding Principal Balance of the Notes together with all
accrued and unpaid interest and to pay all amounts owed to the Insurer, the
Indenture Trustee, the Property Manager and the Special Servicer, and the
required amount of Prepayment Consideration. The Issuer shall not be required
to pay any amount in respect of Prepayment Consideration in the event Issuer
prepays the entire outstanding Principal Balance of the Notes on any Payment
Date occurring on or after March 25, 2017. With respect to any payments of
principal on the Notes made from amounts on deposit in the DSCR Reserve, no
Prepayment Consideration will be payable.


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ARTICLE VIII



SUPPLEMENTAL INDENTURES; AMENDMENTS



     Section 8.01 Supplemental Indentures or Amendments without Consent of
Noteholders. Without the consent of the Noteholders, but with consent of the
Insurer, the Issuer, and the Indenture Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, or one or more
amendments hereto or to the Notes or the Property Management Agreement for any
of the following purposes:



		
	 	     (1) to convey, transfer, assign, mortgage or pledge any property to
the Indenture Trustee so long as the interests of the Noteholders or the
Insurer would not be adversely affected;




		
	 	     (2) to correct any manifestly incorrect description, or amplify the
description, of any property subject to the lien of the Mortgages or this
Indenture;




		
	 	     (3) to modify the Indenture or the Property Management Agreement as
required or made necessary by any change in applicable law, so long as
the interests of the Noteholders would not be adversely affected;




		
	 	     (4) to add to the covenants of the Issuer or any other party for the
benefit of the Noteholders, or to surrender any right or power conferred
upon the Issuer under this Indenture or the Property Management
Agreement;




		
	 	     (5) to add any additional Events of Default hereunder or Servicer
Replacement Events under the Property Management Agreement, provided such
action shall not adversely affect the interests of the Noteholders;




		
	 	     (6) to evidence and provide for the acceptance of appointment by a
successor Indenture Trustee, Property Manager or Special Servicer; or




		
	 	     (7) to correct any typographical error or cure any ambiguity, or to
cure, correct or supplement any defective or inconsistent provision
herein or in the Notes or the Property Management Agreement, provided
such action shall not adversely affect the interests of the Noteholders.



     No such supplemental indenture or amendment shall be effective unless the
Indenture Trustee and the Insurer shall have first received, if requested by
them, an Opinion of Counsel to the effect that such amendment will not (i)
cause the Issuer to be treated as a publicly traded partnership taxable as a
corporation under Section 7704 of the Code, (ii) cause the Notes to be
characterized other than as indebtedness for federal income tax purposes or
(iii) cause any of the Notes to be deemed to have been exchanged for a new debt
instrument pursuant to Treasury Regulation §1.001-3, and the party requesting
such supplemental indenture or amendment furnishes to the Indenture Trustee and
the Issuer an opinion of Independent counsel that, where required above, such
action will not adversely affect the interests of Noteholders.


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     Section 8.02 Supplemental Indentures with Consent of Noteholders. With
the consent of the Insurer and the Noteholders of not less than 66 2/3% in
aggregate Principal Balance of the Outstanding Notes, the Issuer, the Indenture
Trustee and the Insurer may enter into one or more indentures supplemental
hereto, or one or more amendments hereto or to the Notes or the Property
Management Agreement, for the purpose of adding any provisions hereto or
thereto, changing in any manner or eliminating any of the provisions hereof or
thereof or modifying in any manner the rights of the Noteholders hereunder or
thereunder; provided that no such supplemental indenture or amendment shall be
effective unless the Indenture Trustee and the Insurer shall have first
received, if requested by them, an Opinion of Counsel to the effect that such
amendment will not (i) cause the Issuer to be treated as a publicly traded
partnership taxable as a corporation under Section 7704 of the Code, (ii) cause
the Notes to be characterized other than as indebtedness for federal income tax
purposes or (iii) cause any of the Notes to be deemed to have been exchanged
for a new debt instrument pursuant to Treasury Regulation §1.001-3; and
provided, further, that no such supplemental indenture or amendment may,
without the consent of the Noteholders of 100% in aggregate Principal Balance
of the Outstanding Notes affected,



		
	 	     (1) change the Stated Maturity or the Payment Date of any principal,
interest or other amount on the Notes;




		
	 	     (2) reduce the aggregate Principal Balance of any Class of Notes, or
the related Note Rate herein;




		
	 	     (3) authorize the Indenture Trustee to agree to delay the timing of,
or reduce the payments to be made on, the Leases except as described in
this Indenture;




		
	 	     (4) change the coin or currency in which the principal of any Note
or interest is payable;




		
	 	     (5) impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity;




		
	 	     (6) reduce the percentage of the then aggregate Principal Balance of
the Notes, the consent of whose holders is required for such amendment;




		
	 	     (7) change any obligation of the Issuer to maintain an office or
agency in the places and for the purposes set forth in this Indenture;




		
	 	     (8) except as otherwise expressly provided in this Indenture or the
Property Management Agreement, deprive the Indenture Trustee of the
benefit of a first priority security interest in the Collateral;




		
	 	     (9) modify Section 2.12(c) of this Indenture; or




		
	 	     (10) release from the lien of the Mortgages or this Indenture
(except as specifically permitted thereby or hereby or by any other
Transaction Document on the date of execution thereof or hereof,
respectively) all or any part of the Collateral except as described in
this Indenture or by any other Transaction Document.



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     It shall not be necessary for the consent of the Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.


     Section 8.03 Delivery of Supplements and Amendments. Promptly after the
execution by the Issuer and the Indenture Trustee of any supplemental indenture
or amendment pursuant to the provisions hereof, the Indenture Trustee, at the
expense of the Issuer payable out of the Collateral pursuant to Section 5.04,
shall furnish a notice setting forth in general terms the substance of such
supplemental indenture or amendment to the Rating Agencies and to each
Noteholder at the address for such Noteholder set forth in the Note Register.


     Section 8.04 Execution of Supplemental Indentures, etc. In executing, or
accepting the additional trusts created by, any supplemental indenture or
amendment permitted by this Article or in accepting the modifications thereby
of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, at the Issuer’s expense payable out of the Collateral
pursuant to Section 5.04, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture,
amendment or modification is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture or amendment or consent to any such modification which
affects the Indenture Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


ARTICLE IX



COVENANTS; WARRANTIES



     Section 9.01 Representations and Warranties of the Issuer. (a) The
Issuer hereby represents and warrants to each of the other parties hereto as of
the Closing Date:



		
	 	     (i) The Issuer is a limited partnership duly created and validly
existing in good standing under the laws of the State of Delaware and has
full power, authority and legal right to execute and deliver this
Indenture and the other Transaction Documents and to perform its
obligations under this Indenture and the other Transaction Documents.




		
	 	     (ii) The execution and delivery by the Issuer of this Indenture and
the performance by the Issuer of its obligations under this Indenture and
the other Transaction Documents has been duly and validly authorized and
directed and will not violate the Limited Partnership Agreement, any
provision of any law or regulation governing the Issuer or any order,
writ, judgment or decree of any arbitrator, court or other Governmental
Authority applicable to the Issuer or any of its assets, nor will such
execution, delivery or performance require the authorization, consent or
approval of, the giving of notice to, the filing or registration with, or
the taking of any other action by, any arbitrator, court or other
Governmental Authority or conflict with, or result in a breach or
violation of, any indenture, mortgage, deed of trust, partnership
agreement or other agreement or instrument to which the Issuer is a party
or by which the Issuer or any portion of the Collateral is a party or by
which the Issuer or all or any portion of the Collateral is bound, which
breach or violation would materially adversely affect either



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	 	the ability of the Issuer to perform its obligations under this
Indenture and the other Transaction Documents or the financial condition
of the Issuer or the value of any Mortgaged Property as security for the
Notes.




		
	 	     (iii) The Issuer has requisite power and authority to own the
Mortgaged Properties and to transact the businesses in which it is now
engaged. The Issuer is duly qualified to do business and is in good
standing in each jurisdiction where it is required to be so qualified in
connection with the Mortgaged Properties, its business and operations.
The Issuer possesses all rights, licenses, permits and authorizations,
governmental or otherwise, necessary to entitle it to own the Mortgaged
Properties and to transact the businesses in which it is now engaged, the
failure of which to obtain would result in a material adverse affect on
either the ability of the Issuer to perform its obligations under this
Indenture and the other Transaction Documents or the financial condition
of the Issuer or the value of any Mortgaged Property as security for the
Notes. The sole business of the Issuer is the ownership of the Mortgaged
Properties.




		
	 	     (iv) This Indenture and the other Transaction Documents have been
duly executed and delivered by the Issuer and, assuming due
authorization, execution and delivery by each of the other parties
hereto, constitutes a valid, legal and binding obligation of the Issuer,
enforceable against the Issuer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors’ rights
generally and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law.




		
	 	     (v) [Reserved.]




		
	 	     (vi) The Issuer has no employee benefit plans and is not required to
make any contributions to any employee benefit plans.




		
	 	     (vii) [Reserved.]




		
	 	     (viii) [Reserved.]




		
	 	     (ix) The Issuer (a) has not entered into this Indenture or any of
the other Transaction Documents with the actual intent to hinder, delay,
or defraud any creditor and (b) has received reasonably equivalent value
in exchange for its obligations under this Indenture. Giving effect to
the Notes contemplated by the Transaction Documents, the fair saleable
value of the Issuer’s assets exceed and will, immediately following the
execution and delivery of the Transaction Documents, exceed the Issuer’s
total liabilities, including, without limitation, subordinated,
unliquidated, disputed or contingent liabilities. The fair saleable
value of the Issuer’s assets is and will, immediately following the
execution and delivery of the Transaction Documents, be greater than the
Issuer’s probable liabilities, including the maximum amount of its
contingent liabilities or its debts as such debts become absolute and
matured. The Issuer’s assets do not and, immediately following the
execution and delivery of the Transaction Documents will not, constitute
unreasonably small capital to carry out its business as conducted or as



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	 	proposed to be conducted. The Issuer does not intend to, and does
not believe that it will, incur debts and liabilities (including, without
limitation, contingent liabilities and other commitments) beyond its
ability to pay such debts as they mature (taking into account the timing
and amounts to be payable on or in respect of obligations of the Issuer).




		
	 	     (x) The Issuer is not (a) an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the 1940
Act; (b) a “holding company” or a “subsidiary company” of a “holding
company” or an “affiliate” of either a “holding company” or a “subsidiary
company” within the meaning of the Public Utility Holding Company Act of
1935, as amended; or (c) subject to any other federal or state law or
regulation which prevents the Issuer from entering into this Indenture.




		
	 	     (xi) The Transaction Documents and the Offering Circular do not
contain any untrue statement of a material fact or omit to state any
material fact necessary to make statements contained herein or therein
not misleading.




		
	 	     (xii) The Notes, this Indenture, the other Transaction Documents and
the organizational documents of the Issuer are not subject to any right
of rescission, set-off, counterclaim or defense, including the defense of
usury, nor would the operation of any of the terms of the Notes, this
Indenture, any of the other Transaction Documents or the organizational
documents of the Issuer, or the exercise of any right thereunder, render
this Indenture unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the
defense of usury.




		
	 	     (xiii) This Indenture is in full force and effect and there is no
default or violation under this Indenture or any of the other Transaction
Documents or the organizational documents of the Issuer by any party
thereunder.




		
	 	     (xiv) [Reserved.]




		
	 	     (xv) Neither the Issuer nor any of its constituent Persons are
contemplating either the filing of a petition by it under any state or
federal bankruptcy or insolvency laws or the liquidation of all or a
major portion of the Issuer’s assets or property, and the Issuer has no
knowledge of any Person contemplating the filing of any such petition
against it or such constituent Persons.




		
	 	     (xvi) The Issuer is not a “foreign person” within the meaning of
Section 1445(f)(3) of the Code and the related Treasury Department
regulations, including temporary regulations.




		
	 	     (xvii) The Issuer has not owned and does not own any asset or
property other than the Mortgaged Properties and the entities merged into
the Issuer have not owned any other assets or properties.




		
	 	     (xviii) The Issuer has not incurred any indebtedness, secured or
unsecured, direct or indirect, absolute or contingent (including
guaranteeing any obligation), that has not been repaid in full other than
(i) the Transaction Documents, and (ii) trade and operational debt
incurred in the ordinary course of business with trade creditors and in




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	 	amounts as are normal and reasonable under the circumstances. The
limited partnership and limited liability company entities that have been
merged into the Issuer on the Closing Date have no outstanding debts
other than debts that will be refinanced with the proceeds from the
issuance of the Notes and such entities have no other outstanding
liabilities (either to any third parties or to CARS or any Affiliate of
CARS). The Issuer has not acquired, as a result of such mergers, any
debt or liabilities other than debt or liabilities permitted under the
Transaction Documents.




		
	 	     (xix) Neither the Issuer nor any entity merged into the Issuer has
made any loans or advances to any third party (including any Affiliate or
constituent party or any Affiliate of any constituent party).




		
	 	     (xx) The Issuer is solvent.




		
	 	     (xxi) Each of the Issuer and the entities merged into the Issuer has
done or caused to be done all things necessary to observe organizational
formalities and preserve its existence.




		
	 	     (xxii) The Issuer is adequately capitalized for the normal
obligations reasonably foreseeable in a business of its size and
character and in light of its contemplated business operations.




		
	 	     (xxiii) Each of the Issuer and entities merged into the Issuer has
maintained its assets in such a manner that it will not be costly or
difficult to segregate, ascertain or identify its individual assets from
those of any Affiliate or constituent party or any Affiliate of any
constituent party, or any other Person.




		
	 	     (xxiv) Neither the Issuer nor any entity merged into the Issuer has
guaranteed, become obligated for, pledged its assets as security for, or
held itself out to be responsible for the debts or obligations of any
other Person or the decisions or actions respecting the daily business or
affairs of any other Person, except for (a) guarantees or pledges from
which the Issuer or such merged entity has been released or (b) debts of
certain Affiliates that have been merged into the Issuer or released in
connection with the merger and which debts have been assumed by the
Issuer and form part of the indebtedness evidenced by the Notes.




		
	 	     (xxv) All of the assumptions made in that certain substantive
non-consolidation opinion letter dated the date hereof, delivered by
Winston & Strawn in connection with the Notes and any subsequent
non-consolidation opinion delivered on behalf of the Issuer as required
by the terms and conditions of this Indenture (the “Insolvency Opinion”),
including, but not limited to, any exhibits attached thereto, are true
and correct in all material respects. Each Person other than the Issuer,
if any, with respect to which an assumption is made in the Insolvency
Opinion has complied with all of the assumptions made with respect to it
in the Insolvency Opinion.




		
	 	     (xxvi) The Indenture is not required to be qualified under the 1939
Act and that the Issuer is not required to be registered as an
“investment company” under the 1940 Act.



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	 	     (xxvii) This Indenture creates a valid and continuing security
interest (as defined in the applicable Uniform Commercial Code) in the
Collateral in favor of the Indenture Trustee, which security interest is
prior to all other liens (except for liens permitted hereunder), and is
enforceable as such against creditors of and purchasers from the Issuer.




		
	 	     (xxviii) The Issuer owns and has good and marketable title to the
Collateral free and clear of any lien, claim or encumbrance of any
Person.




		
	 	     (xxix) The Issuer has received all consents and approvals required
by the terms of the Collateral to the transfer to the Indenture Trustee
of its interest and rights in the Collateral hereunder.




		
	 	     (xxx) The Issuer has caused or will have caused, within ten (10)
days of the Closing Date, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the security interest in the
Collateral granted to the Indenture Trustee hereunder.




		
	 	     (xxxi) Other than the security interest granted to the Indenture
Trustee pursuant to this Indenture and the Property Management Agreement,
the Issuer has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Collateral. The Issuer has not
authorized the filing of and is not aware of any financing statements
against the Issuer that include a description of collateral covering the
Collateral other than any financing statement relating to the security
interest granted to the Indenture Trustee hereunder or under the
Property Management Agreement or that has been terminated. The Issuer is
not aware of any judgment or tax lien filings against the Issuer.




		
	 	     (xxxii) The Issuer has taken all steps necessary to cause the
Indenture Trustee to become the account holder of the Collection Account,
the DSCR Reserve Account, the Release Account and the Payment Account.




		
	 	     (xxxiii) All of the Collateral consisting of “security entitlements”
(within the meaning of the applicable Uniform Commercial Code) has been
or will have been credited to the Collection Account, the DSCR Reserve
Account, the Release Account or the Payment Account. The securities
intermediary for each such accounts has agreed to treat all assets
credited to each of such accounts as “financial assets” (within the
meaning of the applicable Uniform Commercial Code).




		
	 	     (xxxiv) The Issuer has taken all steps necessary to cause the
securities intermediary to identify in its records the Indenture Trustee
as the person having a security entitlement against the securities
intermediary in each of the Collection Account, the DSCR Reserve Account,
the Release Account or the Payment Account.




		
	 	     (xxxv) The Collection Account, the DSCR Reserve Account, the Release
Account and the Payment Account are not in the name of any Person other
than the Indenture Trustee. The Issuer has not consented to the
securities intermediary of any such accounts to comply with entitlement
orders of any Person other than the Indenture Trustee.



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	 	     (xxxvi) Other than the Mortgaged Properties and the related Leases,
the Collateral consists of: (i) deposit accounts (within the meaning of
the applicable Uniform Commercial Code), (ii) securities accounts (within
the meaning of the applicable Uniform Commercial Code) or (iii) general
intangibles (within the meaning of the applicable Uniform Commercial
Code).




		
	 	     (xxxvii) Each of the foregoing representations contained in clauses
(xxvii) through (xxxvi), as applicable, shall be deemed repeated each
time new assets become part of the Collateral and shall be deemed to
survive until all of the Notes have been retired.




		
	 	     (xxxviii) The security interest of the Indenture Trustee in the
Collateral shall, until payment in full of the indebtedness secured
hereunder and termination of this Indenture, be a first-priority
perfected security interest.




		
	 	     (xxxix) The foregoing representations contained in clauses (xxvii)
through (xxxvi) may not be waived, amended or modified with the prior
written consent of S&P and the Insurer.



     (b)  The Issuer hereby represents and warrants to each of the other parties
hereto, as to the Mortgaged Properties, the Leases and the Tenants thereunder,
as of the Closing Date, that:



		
	 	     (i) There are no pending actions, suits or proceedings, arbitrations
or governmental investigations against the Issuer, any entity being
merged into the Issuer or the Mortgaged Properties, an adverse outcome of
which would materially affect (a) the Issuer’s performance under the
Notes, this Indenture or the other Transaction Documents, or the use of
the Mortgaged Properties for the use currently being made thereof, the
operation of the Mortgaged Properties as currently being operated or the
value of the Mortgaged Properties or (b) the collectability or
enforceability of the Mortgages with respect to the Mortgaged Properties
or the related Leases.




		
	 	     (ii) The Issuer has good, marketable (or, with respect the Mortgaged
Properties located in Texas, indefeasible) and insurable title to the
real property comprising part of each Mortgaged Property and good title
to the balance of such Mortgaged Property, and has the full power,
authority and right to execute, deliver and perform its obligations under
this Indenture and under each Transaction Document to which the Issuer is
a party, and to deed, encumber, mortgage, give, grant, bargain, sell,
alienate, setoff, convey, confirm, pledge, assign and hypothecate the
same and that the Issuer possesses an unencumbered fee estate in each
Mortgaged Property and the Improvements thereon and that it owns each
Mortgaged Property free and clear of all liens, encumbrances and charges
whatsoever except for Permitted Encumbrances and that each Mortgage is
and will remain a valid and enforceable first lien on and security
interest in the applicable Mortgaged Property, subject only to said
exceptions.




		
	 	     (iii) The Permitted Encumbrances do not and will not materially and
adversely affect (a) the ability of the Issuer to pay in full the
principal and interest on the Notes in a



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	 	timely manner or (b) the use of the Mortgaged Properties for the use
currently being made thereof or the operation of the Mortgaged Properties
as currently being operated.




		
	 	     (iv) Upon the execution by the Issuer and the recording of each
Mortgage, and upon the execution and proper filing of UCC-1 financing
statements, the Indenture Trustee will have a valid first lien on the
Mortgaged Properties and a valid security interest in the Issuer’s
interest in the Equipment (as defined in the Mortgages), if any, subject
to no liens, charges or encumbrances other than the Permitted
Encumbrances.




		
	 	     (v) Each Mortgaged Property is covered by an ALTA (or an equivalent
form thereof as adopted in the applicable jurisdiction) Title Insurance
Policy in the original principal amount of the related Allocated Loan
Amount. The Title Insurance Policy insures, as of the date of such
policy (or any date-down endorsement to such policy), that the related
Mortgage is a valid first lien on the fee interest in such Mortgaged
Property subject only to the Permitted Encumbrances (to the extent stated
therein); such Title Insurance Policy is in full force and effect and is
assignable to assignees of the insured in accordance with its terms.




		
	 	     (vi) The Issuer has no material financial obligation under any
indenture, mortgage or other agreement or instrument to which the Issuer
is a party or by which the Issuer or the Mortgaged Properties is
otherwise bound, other than the Transaction Documents and obligations
incurred in the ordinary course of the operation of the Mortgaged
Properties.




		
	 	     (vii) The Mortgaged Properties have adequate rights of access to
public ways and are served by adequate water, sewer, sanitary sewer and
storm drain facilities. Except as disclosed in surveys delivered to the
Indenture Trustee in connection with the issuance of the Notes, all
public utilities necessary to the continued use and enjoyment of the
Mortgaged Properties as presently used and enjoyed are located in the
public right-of-way abutting the applicable Mortgaged Property or an
adjacent Mortgaged Property, and all such utilities are connected so as
to serve the Mortgaged Properties, directly from such public
right-of-way, through such adjacent Mortgaged Property or through valid
easements insured under the Title Insurance Policies. All roads
necessary for the current utilization of the Mortgaged Properties have
been completed and dedicated to public use and accepted by all
Governmental Authorities or are the subject of access easements for the
benefit of the applicable Mortgaged Property or an adjacent Mortgaged
Property.




		
	 	     (viii) Except as disclosed in the Title Insurance Policies, to the
knowledge of the Issuer, there are no material pending or proposed
special or other assessments for public Improvements or otherwise
affecting the Mortgaged Properties, nor, to the knowledge of the Issuer,
are there any contemplated Improvements to the Mortgaged Properties that
may result in such special or other assessments.




		
	 	     (ix) There are no delinquent or unpaid Taxes affecting any Mortgaged
Property which are or may become a lien of priority equal to or higher
than the lien of the related Mortgage. For purposes of the
representation and warranty, Taxes shall not be



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	 	considered unpaid until the date on which interest and/or penalties
would be payable thereon.




		
	 	     (x) Each related Mortgaged Property is free and clear of any
mechanics’ and materialmen’s liens or liens in the nature thereof which
would materially and adversely affect the value of such Mortgaged
Property.




		
	 	     (xi) No material Improvements on any Mortgaged Property are located
in an area designated as Flood Zone A or Flood Zone V by the Federal
Emergency Management Administration except as may be shown on the surveys
delivered to the Indenture Trustee in connection with the issuance of the
Notes, for which Mortgaged Properties the Issuer has obtained flood
insurance in accordance with the provisions of Section 3.07 of the
Property Management Agreement.




		
	 	     (xii) All certifications, permits, licenses and approvals,
including, without limitation, certificates of completion and occupancy
permits required for the legal use, occupancy and operation of the
Mortgaged Properties as an automobile dealership and servicing center, as
an automobile auction facility or as a used car super store, and for
other appurtenant and related uses (the “Licenses”), have been obtained
and are in full force and effect except to the extent the failure of any
such License to be in full force and effect would not have a material
adverse effect on the Issuer or the use and operation of any Mortgaged
Property. The Mortgaged Properties are free of material damage and are
in good repair in all material respects, and, to Issuer’s knowledge,
there is no proceeding pending for the total or material partial
condemnation of, or affecting, the Mortgaged Properties.




		
	 	     (xiii) Except as illustrated on surveys delivered to the Indenture
Trustee in connection with the issuance of the Notes, all of the material
Improvements which were included in determining the Appraised Value of
each Mortgaged Property lie wholly within the boundaries and building
restriction lines of such Mortgaged Property except to the extent such
Improvements may encroach upon an adjoining Mortgaged Property, and no
improvements on adjoining Mortgaged Properties, other than an adjoining
Mortgaged Property, encroach materially upon any Mortgaged Property, and
no easements or other encumbrances upon a Mortgaged Property encroach
materially upon any of the Improvements, so as to affect the value or
marketability of any Mortgaged Property, except those which are insured
against by the Title Insurance Policies. Except as set forth on reports
and surveys delivered to the Indenture Trustee in connection with the
issuance of the Notes, all of the Improvements comply with all material
requirements of any applicable zoning and subdivision laws and
ordinances.




		
	 	     (xiv) Attached hereto as Schedule A is a true and correct list of
all automobile dealership franchises operating at the Mortgaged
Properties and the Issuer has received no notice of any material defaults
under any franchise or operating agreements.




		
	 	     (xv) The survey of each Mortgaged Property delivered to the
Indenture Trustee in connection with this Indenture has been performed by
a duly licensed surveyor or registered professional engineer in the
jurisdiction in which each Mortgaged Property is



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	 	situated, is certified to the Indenture Trustee, its successors and
assigns, and the title insurance company, with the signature and seal of
a licensed engineer or surveyor affixed thereto and does not fail to
reflect any material matter known to the Issuer affecting any Mortgaged
Property or the title thereto.




		
	 	     (xvi) The Mortgaged Properties are in compliance in all material
respects with all Recorded Covenants and all Legal Requirements,
including, without limitation, building and zoning ordinances and codes,
the failure of which to comply with the same would result in a material
adverse effect on either the ability of the Issuer to perform its
obligations under this Indenture and the other Transaction Documents or
the financial condition of the Issuer or the value of any Mortgaged
Property as security for the Notes.




		
	 	     (xvii) There has not been committed by the Issuer or any other
Person in occupancy of or involved in the operation or use of the
Mortgaged Properties any act or omission affording the federal government
or any state or local government the right of forfeiture as against the
Mortgaged Properties or any part thereof or any monies paid in
performance of the Issuer’s obligations under any of the Transaction
Documents.




		
	 	     (xviii) The Issuer is not a party to any agreement or instrument or
subject to any restriction which might materially and adversely affect
the Issuer or any Mortgaged Property, or the Issuer’s business,
properties or assets, operations or condition, financial or otherwise.
The Issuer is not in default in any material respect in the performance,
observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement or instrument to which it is a
party or by which the Issuer or any of the Mortgaged Properties are
bound, which default would materially adversely affect either the ability
of the Issuer to perform its obligations under this Indenture and the
other Transaction Documents or the financial condition of the Issuer or
the value of any Mortgaged Property as security for the Notes. The
Issuer has no material financial obligation under any indenture,
mortgage, deed of trust or other agreement or instrument to which the
Issuer is a party or by which the Issuer or the Mortgaged Properties is
otherwise bound, other than (a) obligations incurred in the ordinary
course of the operation of the Mortgaged Properties and (b) obligations
under the Transaction Documents.




		
	 	     (xix) All financial data that have been delivered to the Indenture
Trustee in respect of the Mortgaged Properties, including, to the
Issuer’s knowledge, any such data relating to Tenants under Leases, (i)
are true, complete and correct in all material respects, (ii) accurately
represent the financial condition of the Mortgaged Properties as of the
date of such reports and (iii) to the extent prepared or audited by an
independent certified public accounting firm, have been prepared in
accordance with GAAP throughout the periods covered, except as disclosed
therein; provided, however, it is expressly understood by each party
hereto that any cost estimates, projections and other predictions
contained in such data are not deemed to be representations of the
Issuer. The Issuer does not have any contingent liabilities, liabilities
for taxes, unusual forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments that are known to the
Issuer and reasonably likely to have a materially adverse effect on any
Mortgaged Property or the operation thereof as an automobile



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	 	dealership and servicing center, as an automobile auction facility
or as a used car super store, and for other appurtenant and related uses,
except as referred to or reflected in said financial statements. Since
the date of such financial statements, there has been no materially
adverse change in the financial condition, operations or business of the
Issuer from that set forth in said financial statements.




		
	 	     (xx) To Issuer’s knowledge, no Condemnation or other proceeding has
been commenced or is contemplated with respect to all or any material
portion of any Mortgaged Property or for the relocation of roadways
providing access to any Mortgaged Property.




		
	 	     (xxi) Each Mortgaged Property is comprised of one (1) or more
parcels, which constitute a separate tax lot or lots, and does not
constitute a portion of any other tax lot not a part of such Mortgaged
Property.




		
	 	     (xxii) The Transaction Documents are not subject to any right of
rescission, set-off, counterclaim or defense by the Issuer, including the
defense of usury, nor would the operation of any of the terms of the
Transaction Documents, or the exercise of any right thereunder, render
the Transaction Documents unenforceable, and the Issuer has not asserted
any right of rescission, set-off, counterclaim or defense with respect
thereto.




		
	 	     (xxiii) The Issuer has obtained and has delivered to the Indenture
Trustee certificates of all insurance policies reflecting the insurance
coverages, amounts and other requirements set forth in this Indenture or
any of the other Transaction Documents. To the Issuer’s knowledge, no
material pending claims have been made under any such policy, and no
Person, including the Issuer, has done, by act or omission, anything
which would materially impair the coverage of any such policy.




		
	 	     (xxiv) Each Mortgaged Property is used exclusively for automobile
dealership and servicing center purposes, automobile auction facility
purposes, used car super store purposes, other appurtenant and related
uses and other previously existing uses or other use permitted under the
Permitted Leases.




		
	 	     (xxv) Except as set forth on Schedule B, (1) each Mortgaged
Property, including, without limitation, all buildings, improvements,
parking facilities, sidewalks, storm drainage systems, roofs, plumbing
systems, HVAC systems, fire protection systems, electrical systems,
equipment, elevators, exterior sidings and doors, landscaping, irrigation
systems and all structural components, is in good condition, order and
repair in all material respects; (2) there exists no structural or other
material defects or damages in any Mortgaged Property, whether latent or
otherwise; and (3) no insurance company or bonding company has given
notice of any defects or inadequacies in any Mortgaged Property, or any
part thereof, which would adversely affect the insurability of the same
or cause the imposition of extraordinary premiums or charges thereon or
of any termination or threatened termination of any policy of insurance
or bond.



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	 	     (xxvi) In connection with each Mortgaged Property with respect to
which a Lease Guarantor has executed a Lease Guaranty with respect to all
payments due under the related Lease:




		
	 	     (A) such Lease Guaranty is in full force and effect and to
Issuer’s knowledge, there are no defaults by Lease Guarantor
thereunder; and




		
	 	     (B) such Lease Guaranty, on its face, (a) contains no
conditions to such payment, other than a notice and right to cure,
(b) provides that it is the guaranty of both the performance and
payment of the financial obligations of the Tenant under the Lease,
and (c) does not provide that the rejection of the Lease in a
bankruptcy or insolvency of the Tenant shall affect the Lease
Guarantor’s obligations under such Lease Guaranty.




		
	 	     (xxvii) Except as set forth on Schedule C:




		
	 	     (A) the Mortgaged Properties are not subject to any Leases
other than the Leases described in the Lease Schedule attached
hereto and made a part hereof and subleases or assignments
thereunder. No Person has any possessory interest in any Mortgaged
Property or right to occupy the same except under and pursuant to
the provisions of the Leases and subleases or assignments permitted
thereunder. The current Leases are in full force and effect and
there are no material defaults thereunder by Issuer or any Tenant.
No rent (including security deposits) has been paid more than one
(1) month in advance of its due date. All material work to be
performed by the Issuer under each Lease has been performed as
required and has been accepted by the applicable Tenant, and any
payments, free rent, partial rent, rebate of rent or other
payments, credits, allowances or abatements required to be given by
the Issuer to any Tenant has already been received by such Tenant.
There has been no prior sale, transfer or assignment, hypothecation
or pledge of any Lease or of the rents received therein. Except as
permitted under the Permitted Leases, no Tenant listed on the Lease
Schedule has assigned its Lease or sublet all or any portion of the
premises demised thereby, no such Tenant holds its leased premises
under assignment or sublease, nor does anyone except such Tenant
and its employees occupy such leased premises. Except as set forth
in the Leases, no Tenant under any Lease has a right or option
pursuant to such Lease or otherwise to purchase all or any part of
the leased premises or the building of which the leased premises
are a part. Schedule D sets forth a true and correct list of each
Mortgaged Property that is subject to a Purchase Option or an
option to terminate such Lease prior to Stated Maturity, together
with the earliest date on which each such option may be exercised.
The Issuer has no material monetary or nonmonetary obligations
under any of the Leases;




		
	 	     (B) the Tenant under each Lease is in possession and paying
rent pursuant to the applicable Lease; the Issuer is the owner of
the lessor’s interest in each Lease;



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	 	     (C) to Issuer’s knowledge, each Tenant has all material
licenses, permits, material agreements, including, without
limitation, franchise agreements, necessary for the operation and
continuance of such Tenant’s business on the Mortgaged Property; to
the knowledge of the Issuer, no Tenant is in default of its
obligations under any such applicable license, permit or agreement,
which default would materially adversely affect its business
operations on the subject Mortgaged Property;




		
	 	     (D) neither the Issuer nor any Tenant is the subject of any
bankruptcy or insolvency proceeding;




		
	 	     (E) there are no pending actions, suits or proceedings by or
before any court or governmental authority against or affecting the
Issuer, or, to Issuer’s knowledge, the Mortgaged Properties or any
Tenant that, if determined adversely to the Issuer or any Mortgaged
Property or any Tenant, would materially and adversely affect the
value of any Mortgaged Property, the ability of the Issuer to pay
principal, interest or any other amounts due under the Notes, or
the ability of any Tenant to pay any amounts due under the
applicable Lease;




		
	 	     (F) the obligations of the related Tenant under the Lease,
including, but not limited to, the obligation of Tenant to pay
fixed and additional rent, are not affected by reason of: any
prohibition, limitation, interruption, cessation, restriction,
prevention or interference of Tenant’s use, occupancy or enjoyment
of the leased property, except with respect to certain abatement
rights in connection with casualty and condemnation which may be
provided for under the related Lease;




		
	 	     (G) the Issuer, as landlord under the Lease, does not have any
material monetary obligations under the Lease;




		
	 	     (H) every obligation associated with managing, owning,
developing and operating the leased property, including, but not
limited to, the costs associated with utilities, taxes, insurance,
capital and structural improvements, maintenance and repairs is an
obligation of Tenant;




		
	 	     (I) the Issuer does not have any material nonmonetary
obligations under the Lease and has made no representation or
warranty under the Lease, the breach of which would result in the
abatement of rent, a right of setoff or termination of the Lease;




		
	 	     (J) the Leases do not provide the Tenant the ability to
terminate the Lease for any reason except for the following: (i) a
total condemnation and taking of the leased property; (ii) a
partial condemnation and taking that renders the leased property
unsuitable for the continuation of Tenant’s business; (iii)
substantial damage to the leased property such that the
improvements cannot be repaired so as to allow Tenant to conduct a
substantial part of its business within a specified



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	 	time period ranging from 1 year to 180 days; and (iv) damage
to the leased property caused by casualty in the last 12 or 24
months of the lease term;




		
	 	     (K) the Tenant may not assign or sublease the leased property
without the consent of the Issuer, and in the event the Tenant
assigns or sublets the leased property, the Tenant remains
primarily obligated under the Lease;




		
	 	     (L) Tenant has agreed to indemnify the Issuer from any claims
relating to the Lease and the Mortgaged Property arising as a
result of any environmental problem affecting such Mortgaged
Property caused by Tenant during the term of its Lease;




		
	 	     (M) any obligation or liability imposed by any easement or
reciprocal easement agreement is an obligation of Tenant, and the
Issuer has no liability to Tenant for performance of the same;




		
	 	     (N) each Lease, including any renewal options, has a term
ending on or after Stated Maturity;




		
	 	     (O) the Tenant under a Lease or related ancillary document
(which document does not negate other representations and
warranties set forth in this Section 9.01) is required to make
rental payments directly to the Collection Account);




		
	 	     (P) each Tenant has executed an SNDA and each Lease is
subordinate to the related Mortgage, subject to the related SNDA;
and




		
	 	     (Q) in the event the Indenture Trustee acquires title to a
Mortgaged Property by foreclosure or otherwise, the Issuer’s
interest under the related Lease is freely assignable by the
Indenture Trustee and its successors and assigns to any person
without the consent of the Tenant, and in the event the Issuer’s
interest is so assigned, the Tenant will be obligated to recognize
the assignee as lessor under such Lease.




		
	 	     (xxviii) All transfer taxes, deed stamps, intangible taxes or other
amounts in the nature of transfer taxes required to be paid by any Person
under applicable Legal Requirements currently in effect in connection
with the transfer of the Mortgaged Properties to the Issuer have been
paid. All mortgage, mortgage recording, stamp, intangible or other
similar tax required to be paid by any Person under applicable Legal
Requirements currently in effect in connection with the execution,
delivery, recordation, filing, registration, perfection or enforcement of
any of the Transaction Documents, including, without limitation, the
Mortgages, have been paid, and, under current Legal Requirements, each of
the Mortgages is enforceable in accordance with their respective terms by
the Indenture Trustee (or any subsequent holder thereof).




		
	 	     (xxix) All appraisals relied upon in connection with the issuance of
the Notes were performed by independent, third party MAI appraisers.



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	 	     (xxx) To the Issuer’s knowledge, except as disclosed in the
environmental reports delivered to the Indenture Trustee in connection
with the issuance of the Notes, in all material respects: (a) each
Mortgaged Property is not in violation of any local, state, federal or
other governmental authority, statute, ordinance, code, order, decree,
law, rule or regulation pertaining to or imposing liability or standards
of conduct concerning environmental regulation, contamination or clean-up
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended (“CERCLA”), the Resource
Conservation and Recovery Act, as amended (“RCRA”), the Emergency
Planning and Community Right-to-Know Act of 1986, as amended, the
Hazardous Substances Transportation Act, as amended, the Solid Waste
Disposal Act, as amended, the Clean Water Act, as amended, the Clean Air
Act, as amended, the Toxic Substance Control Act, as amended, the Safe
Drinking Water Act, as amended, the Occupational Safety and Health Act,
as amended, any state super-lien and environmental statutes and all rules
and regulations adopted in respect to the foregoing laws whether
presently in force or coming into being and/or effectiveness hereafter
(collectively, “Environmental Laws”); (b) no Mortgaged Property is
subject to any private or governmental lien or judicial or administrative
notice or action or inquiry, investigation or claim relating to hazardous
and/or toxic, dangerous and/or regulated, substances, wastes, materials,
raw materials which include hazardous constituents, pollutants or
contaminants including without limitation, petroleum, tremolite,
anthlophylie, actinolite, ured formaldehyde or polychlorinated biphenyls
and any other substances or materials which are included under or
regulated by Environmental Laws or which are considered by scientific
opinion to be otherwise dangerous in terms of the health, safety and
welfare of humans (collectively, “Hazardous Substances”); (c) no
Hazardous Substances are or have been (including the period prior to the
Issuer’s acquisition of each Mortgaged Property) released, discharged,
generated, treated, disposed of or stored on, incorporated in, or removed
or transported from each Mortgaged Property other than in compliance with
all Environmental Laws; and (d) no Hazardous Substances other than
Hazardous Substances used or generated by any Tenant in the ordinary
course of business and treated in accordance with applicable
Environmental Laws (“Permitted Materials”), are present in, on or under
any nearby real property which could migrate to or otherwise affect each
Mortgaged Property.




		
	 	     (xxxi) To the Issuer’s knowledge, no asbestos or any substance or
material containing asbestos (“Asbestos”) is located on any Mortgaged
Property except as may have been disclosed in the Phase I environmental
reports delivered to the Indenture Trustee in connection with the
issuance of the Notes.




		
	 	     (xxxii) To the Issuer’s knowledge, no improvements have been made to
any Mortgaged Property leased to any of the Dealer Groups known as
Auffenberg Automotive Group, Ferrari of Houston, Momentum Automotive
Group, Motorcars Automotive Group, Paramount Automotive or Spurr
Automotive Group, which improvements constitute more than 10% of the
replacement cost for such Mortgaged Property and which have not been
disclosed to the insurance provider with respect to such Mortgaged
Property.



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	 	     (c) The representations and warranties of the Issuer set forth in Sections
9.01(a) and 9.01(b) shall survive the execution and delivery of this Indenture
and shall inure to the benefit of the Persons to whom and for whose benefit
they were made for so long as the Issuer remains in existence. Upon discovery
by any party hereto of any breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the other parties.



     Section 9.02 Maintenance of Office or Agency. The Issuer shall maintain
or cause to be maintained an office or agency in the continental United States
where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer shall give prompt written notice to
the Indenture Trustee, the Insurer and the Noteholders of the location, and any
change in the location, of such office or agency.


     Section 9.03 Existence. The Issuer shall do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its
existence, rights, licenses, permits and corporate franchises and comply in all
material respects with all Legal Requirements applicable to it and the
Mortgaged Properties. There shall never be committed by the Issuer or any
other Person in occupancy of or involved with the operation or use of the
Mortgaged Properties any act or omission affording any Governmental Authority
the right of forfeiture as against any Mortgaged Property or any part thereof
or any monies paid in performance of the Issuer’s obligations under any of the
Transaction Documents. The Issuer hereby covenants and agrees not to commit,
permit or suffer to exist any act or omission affording such right of
forfeiture. The Issuer shall at all times maintain, preserve and protect, or
cause to be maintained, preserved and protected, all franchises and trade names
and preserve all the remainder of its property required for the conduct of its
business and shall keep (or cause to be kept) the Mortgaged Properties in good
working order and repair, and from time to time make, or cause to be made, all
reasonably necessary repairs, renewals, replacements, betterments and
improvements thereto. The Issuer shall keep (or cause the Tenants under the
Lease to keep) the Mortgaged Properties insured at all times by financially
sound and reputable insurers, to such extent and against such risks, and
maintain liability and such other insurance, as is more fully provided in this
Indenture, the Property Management Agreement.


     Section 9.04 Payment of Taxes and Other Claims. (a) The Issuer shall pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, all taxes, assessments and governmental charges (the “Taxes”)
levied or imposed upon the Issuer or upon the income, profits or property of
the Issuer, or shown to be due on the tax returns filed by the Issuer, except
any such taxes, assessments, governmental charges or claims which the Issuer is
in good faith contesting in appropriate proceedings and with respect to which
adequate reserves are established if required in accordance with GAAP,
provided, that such failure to pay or discharge will not cause a forfeiture of,
or a lien (other than a Permitted Encumbrance) to encumber, any property
included in the Collateral. Upon the written direction of the Property
Manager, the Indenture Trustee is authorized to pay out of the Payment Account,
prior to making payments on the Notes, any such taxes, assessments,
governmental charges or claims which, if not paid, would cause a forfeiture or
sale of, or a lien (other than a Permitted Encumbrance) to encumber, any
property included in the Collateral.


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     (b)  After prior written notice to the Indenture Trustee and the Insurer,
the Issuer, at its own expense, may contest by appropriate legal proceeding,
promptly initiated and conducted in good faith and with due diligence, the
amount or validity or application in whole or in part of any Taxes, provided
that (i) no Event of Default has occurred and remains uncured; (ii) such
proceeding shall not be precluded by, and be conducted in accordance with the
provisions of, any other instrument to which the Issuer is subject and shall
not constitute a default thereunder and such proceeding shall be conducted in
accordance with all applicable statutes, laws and ordinances; (iii) no
Mortgaged Property nor any part thereof or interest therein will be in danger
of being sold, forfeited, terminated, canceled or lost; (iv) the Issuer shall
promptly upon final determination thereof pay, or cause to be paid, the amount
of any such Taxes, together with all costs, interest and penalties which may be
payable in connection therewith; (v) such proceeding shall suspend the
collection of such contested Taxes from the applicable Mortgaged Property; and
(vi) the Issuer shall furnish such security as may be required in the
proceeding, or as may be reasonably requested by the Indenture Trustee, as
directed by the Controlling Class, to insure the payment of any such Taxes,
together with all interest and penalties thereon; provided, that the Indenture
Trustee shall not require the Issuer to post additional security if a contest
is being conducted by a Tenant under a Lease (even if the Issuer has joined in
such proceeding to accommodate Tenant’s contest) if such contest is conducted
in accordance with the Lease and the Tenant has provided such security as the
Issuer may be entitled to require under the Lease. The Indenture Trustee may
pay over any such cash deposit or part thereof held by the Indenture Trustee to
the claimant entitled thereto at any time when, in the judgment of the
Indenture Trustee, the entitlement of such claimant is established.


     Section 9.05 Litigation. The Issuer shall give prompt written notice to
the Indenture Trustee of any litigation or governmental proceedings pending
against the Issuer which might materially and adversely affect the Issuer’s
condition (financial or otherwise) or business or any Mortgaged Property.


     Section 9.06 Access to Mortgaged Properties. The Issuer shall permit
agents, representatives and employees of the Indenture Trustee and the Insurer
to inspect the Mortgaged Properties or any part thereof at reasonable hours
upon reasonable advance notice, subject to the Leases.


     Section 9.07 Notice of Default. The Issuer shall promptly advise the
Indenture Trustee and the Insurer of any material adverse change in the
Issuer’s condition, financial or otherwise not otherwise reported, or of the
occurrence of any material Event of Default of which the Issuer has knowledge.


     Section 9.08 Cooperate in Legal Proceedings. The Issuer shall cooperate
fully with the Indenture Trustee with respect to any proceedings before any
court, board or other Governmental Authority which may in any way affect the
rights of the Indenture Trustee hereunder or any rights obtained by the
Indenture Trustee under any of the other Transaction Documents and, in
connection therewith, permit the Indenture Trustee, at its election, to
participate in any such proceedings.


     Section 9.09 Perform Transaction Documents. The Issuer shall observe,
perform and satisfy all the terms, provisions, covenants and conditions of, and
shall pay when


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due all costs, fees and expenses to the extent required under, the
Transaction Documents executed and delivered by, or applicable to, the Issuer.


     Section 9.10 Insurance Benefits. The Issuer shall cooperate with the
Indenture Trustee in obtaining for the Indenture Trustee the benefits of any
proceeds of the insurance policies lawfully or equitably payable in connection
with any Mortgaged Property, subject to the rights of Tenants under Permitted
Leases and the terms of the Property Management Agreement, and the Indenture
Trustee shall be reimbursed for any expenses incurred in connection therewith
(including reasonable attorneys’ fees and disbursements) out of such insurance
proceeds.


     Section 9.11 [Reserved.]


     Section 9.12 Title to the Collateral; Lien. (a) The Issuer will warrant
and defend (i) the title to each Mortgaged Property and every part thereof,
subject only to Liens permitted hereunder (including Permitted Encumbrances)
and (ii) the validity and priority of the Liens of the Mortgages on the
Mortgaged Properties, subject only to Liens permitted hereunder (including
Permitted Encumbrances), in each case against the claims of all Persons
whomsoever. The Issuer shall reimburse the Indenture Trustee for any
reasonable expenses (including reasonable attorneys’ fees and court costs)
incurred by the Indenture Trustee if an interest in any Mortgaged Property,
other than as permitted hereunder, is claimed by another Person.


     (b)  After prior written notice to the Indenture Trustee, the Issuer, at
its own expense, may contest by appropriate legal proceeding, promptly
initiated and conducted in good faith and with due diligence, the amount or
validity or application in whole or in part of any liens affecting any of the
Mortgaged Properties, provided that (i) no Event of Default has occurred and
remains uncured; (ii) such proceeding shall not be precluded by, and shall be
conducted in accordance with the provisions of, any other instrument to which
the Issuer is subject and shall not constitute a default thereunder and such
proceeding shall be conducted in accordance with all applicable statutes, laws
and ordinances; (iii) no Mortgaged Property nor any part thereof or interest
therein will be in danger of being sold, forfeited, terminated, canceled or
lost; (iv) the Issuer shall promptly upon final determination thereof pay, or
cause to be paid, the amount of any such lien, together with all costs,
interest and penalties which may be payable in connection therewith; (v) such
proceeding shall suspend the enforcement of such contested Lien from the
applicable Mortgaged Property; and (vi) the Issuer shall furnish such security
as may be required in the proceeding, or as may be reasonably requested by the
Indenture Trustee, to insure the payment of any such lien, together with all
interest and penalties thereon. The Indenture Trustee may pay over any such
cash deposit or part thereof held by the Indenture Trustee to the claimant
entitled thereto at any time when, in the judgment of the Indenture Trustee,
the entitlement of such claimant is established.


     Section 9.13 Protection of Collateral. The Issuer, and, to the extent
directed by the Issuer or the Insurer and the Controlling Class, the Indenture
Trustee, will from time to time execute and deliver all such amendments and
supplements hereto (subject to Sections 8.01 and 8.02) and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:


     (a)  Grant more effectively all or any portion of the Collateral securing
the Notes;


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     (b) maintain or preserve the lien (and the priority thereof) of the
Mortgages and this Indenture or carry out more effectively the purposes hereof;


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


     (d)  preserve and defend title to the Collateral and the rights of the
Indenture Trustee in the Collateral against the claims of all Persons and
parties.


     The Issuer hereby designates the Indenture Trustee, its agent and
attorney-in-fact, to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 9.13; provided that, subject
to and consistent with Section 5.01, the Indenture Trustee will not be
obligated to prepare or file any such statements or instruments.


     Section 9.14 Costs of Enforcement. In the event (a) that any Mortgage
encumbering any Mortgaged Property is foreclosed in whole or in part or that
any such Mortgage is put into the hands of an attorney for collection, suit,
action or foreclosure, (b) of the foreclosure of any mortgage prior to or
subsequent to any Mortgage encumbering any Mortgaged Property in which
proceeding the Indenture Trustee is made a party, or (c) of the bankruptcy,
insolvency, rehabilitation or other similar proceeding in respect of the Issuer
or Issuer GP or an assignment by the Issuer or Issuer GP for the benefit of its
creditors, the Issuer, its successors or assigns, shall be chargeable with and
agrees to pay all reasonable costs of collection and defense, including
reasonable attorneys’ fees and costs, incurred by the Indenture Trustee or the
Issuer in connection therewith and in connection with any appellate proceeding
or post-judgment action involved therein, together with all required service or
use taxes.


     Section 9.15 Statement as to Compliance. The Issuer shall deliver to the
Indenture Trustee, the Insurer and to the Rating Agencies, within 120 days
after the end of each fiscal year commencing with 2003, an Officer’s
Certificate of the Issuer GP on behalf of the Issuer stating that, in the
course of the performance by the officer executing such Officer’s Certificate
of such officer’s present duties as an officer of the Issuer GP, such officer
would normally obtain knowledge or have made due inquiry of employees of the
Issuer and the Issuer’s Affiliates as to the existence of any condition or
event which would constitute an Event of Default after notice or lapse of time
or both and that to the best of the officer’s knowledge, (a) the Issuer has
fulfilled all of its obligations under this Indenture in all material respects
throughout such year, or, if there has been an Event of Default in the
fulfillment of any such obligation in any material respect, specifying each
such default known to such officer and the nature and status thereof, and (b)
no Event of Default has occurred and is continuing and no condition or event
that would constitute an Event of Default after notice or lapse of time or both
has occurred, or, if such an event has occurred and is continuing, specifying
each such event known to such officer and the nature and status thereof.


     Section 9.16 Issuer May Consolidate, etc., Only on Certain Terms. (a)
For so long as the Notes are outstanding, the Issuer may not consolidate or
merge with or into any other Person or, except as otherwise permitted in the
Property Management Agreement, convey or transfer the Collateral to any Person,
without the consent of the Insurer and Noteholders with an


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 aggregate Principal Balance of not less than 66 2/3% of the aggregate
Principal Balance of the Outstanding Notes and unless:



		
	 	     (i) the Person (if other than the Issuer) formed by or surviving
such consolidation or merger or that acquires by conveyance or transfer
the Collateral (the “Successor Person”), shall be a Person organized and
existing under the laws of the United States of America or of any State
thereof, shall have expressly assumed by written instrument, and executed
and delivered such written instrument to the Indenture Trustee, the
obligation (to the same extent as the Issuer was so obligated) to make
payments of principal, interest and other amounts on all of the Notes and
pay amounts owed to the Insurer and the obligation to perform every
covenant of this Indenture on the part of the Issuer to be performed or
observed, all as provided herein;




		
	 	     (ii) immediately after giving effect to such transaction, no
default, no Event of Default shall have occurred and be continuing;




		
	 	     (iii) the Indenture Trustee and the Insurer shall have received
Rating Agency Confirmation;




		
	 	     (iv) the Issuer shall have delivered to the Indenture Trustee and
the Insurer an Officers’ Certificate and an Opinion of Counsel, each to
the effect that, such consolidation, merger, conveyance or transfer
complies with and satisfies all conditions precedent relating to the
transactions set forth in Section 9.16; and




		
	 	     (v) the Successor Person shall have delivered to the Indenture
Trustee and the Insurer an Officer’s Certificate and an Opinion of
Counsel each stating that, with respect to a Successor Person that is a
corporation, partnership or trust, such Successor Person shall be duly
organized, validly existing and in good standing in the jurisdiction in
which such Successor Person is organized; that the Successor Person has
sufficient power and authority to assume the obligations set forth in
clause (i) above and to execute and deliver an indenture supplement
hereto for the purpose of assuming such obligation; that the Successor
Person has duly authorized the execution, delivery and performance of any
indenture supplement and that such supplemental indenture is a valid,
legal and binding obligation of the Successor Person, enforceable in
accordance with its terms, subject only to bankruptcy, reorganization,
insolvency and other laws affecting the enforcement of creditor’s rights
generally and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or law); and that,
immediately following the event which causes the Successor Person to
become the Successor Person, (A) the Successor Person has good and
marketable title, free and clear of any lien, security interest or charge
other than the lien and security interest of the Mortgages and this
Indenture and any other lien permitted hereby to the Collateral and (B)
the Indenture Trustee continues to have a perfected first priority
security interest in the Collateral.



     (b)  upon any consolidation or merger, or any conveyance or transfer of the
Collateral securing the Notes, the Successor Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Successor Person had been named
as the Issuer herein. In the event of any such


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 conveyance or transfer of the Collateral permitted by this Section 9.16,
the Person named as the “Issuer” in the first paragraph of this Indenture, or
any successor that shall theretofore have become such in the manner prescribed
in this Article and that has thereafter effected such a conveyance or transfer,
may be dissolved, would up and liquidated at any time thereafter, and such
Person thereafter shall be released from its liabilities as obligor and maker
on all of the then Outstanding Notes and from its obligations under this
Indenture.


     Section 9.17 Purchase of Notes. The Issuer may reacquire Notes, in its
discretion, by open market purchases in privately negotiated transactions or
otherwise.


     Section 9.18 Performance of Issuer’s Duties by the Issuer GP. The duties
of the Issuer will be performed on behalf of the Issuer by the Issuer GP
pursuant to the Limited Partnership Agreement.


     Section 9.19 Performance by the Issuer. The Issuer shall in a timely
manner observe, perform, enforce and fulfill each and every covenant, term and
provision of each Transaction Document executed and delivered by, or applicable
to, the Issuer, and shall not enter into or otherwise suffer or permit any
amendment, waiver, supplement, termination or other modification of any
Transaction Document executed and delivered by, or applicable to, the Issuer
without the prior written consent of the Directing Holder.


     Section 9.20 Alterations. The Issuer shall obtain the Directing Holder’s
prior written consent to any alterations to any Improvements. Notwithstanding
the foregoing, the Directing Holder’s consent shall not be required in
connection with any alterations (a) permitted to be made by Tenants under
Permitted Leases, or (b) that will not have a material adverse effect on the
Issuer’s financial condition or the value of the applicable Mortgaged Property.


     Section 9.21 Further Acts, etc. The Issuer will, at the Issuer’s expense,
and without expense to the Indenture Trustee, do, execute, acknowledge and
deliver all and every such further acts, deeds, conveyances, mortgages,
assignments, notices of assignment, Uniform Commercial Code financing
statements or continuation statements, transfers and assurances as the
Indenture Trustee shall, from time to time, reasonably require, for the better
assuring, conveying, assigning, transferring, and confirming unto the Indenture
Trustee the property and rights hereby deeded, mortgaged, given, granted,
bargained, sold, alienated, offset, conveyed, confirmed, pledged, assigned and
hypothecated or intended now or hereafter so to be, or which the Issuer may be
or may hereafter become bound to convey or assign to the Indenture Trustee, or
for carrying out the intention or facilitating the performance of the terms of
this Indenture or for filing, registering or recording this Indenture. The
Issuer will promptly execute and deliver and hereby authorizes the Indenture
Trustee to execute in the name of the Issuer or without the signature of the
Issuer to the extent the Indenture Trustee may lawfully do so, one or more
financing statements or other instruments, to evidence more effectively the
security interest of the Indenture Trustee in the Mortgaged Properties. Upon
foreclosure, the appointment of a receiver or any other relevant action, the
Issuer will, at the cost of the Issuer and without expense to the Indenture
Trustee, cooperate fully and completely to effect the assignment or transfer of
any license, permit, agreement or any other right necessary or useful to the
operation of the Mortgaged Properties. The Issuer grants to the Indenture
Trustee an irrevocable power of attorney coupled with an interest for the
purpose of exercising and perfecting any and all rights


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and remedies available to the Indenture Trustee at law and in equity,
including, without limitation, such rights and remedies available to the
Indenture Trustee pursuant to this Section.


     Section 9.22 Performance of Other Agreements. The Issuer shall observe
and perform or cause to be performed in all material respects each and every
term to be observed or performed by the Issuer pursuant to the terms of any
material agreement or recorded instrument affecting or pertaining to the
Mortgaged Properties, to the extent the failure to observe or perform the same
would materially and adversely affect the Issuer’s interest in the Mortgaged
Properties.


     Section 9.23 Recording of Mortgages, etc. The Issuer forthwith upon the
execution and delivery of this Indenture and thereafter, from time to time,
will cause the Mortgages, and any security instrument creating a lien or
security interest or evidencing the lien thereof upon the Mortgaged Properties
and each instrument of further assurance to be filed, registered or recorded in
such manner and in such places as may be required by any present or future law
in order to publish notice of and fully to protect the lien or security
interest upon, and the interest of the Indenture Trustee in, the Mortgaged
Properties. The Issuer will pay all filing, registration or recording fees,
and all expenses incident to the preparation, execution and acknowledgment of
the Mortgages, any Mortgages supplemental thereto, any security instrument with
respect to the Mortgaged Properties and any instrument of further assurance,
and all federal, state, county and municipal, taxes, duties, imposts,
assessments and charges arising out of or in connection with the execution and
delivery of the Mortgages, any Mortgages supplemental thereto, any security
instrument with respect to the Mortgaged Properties or any instrument of
further assurance, except where prohibited by law so to do. The Issuer shall
hold harmless and indemnify the Indenture Trustee, its successors and assigns,
against any liability incurred by reason of the imposition of any tax on the
making and recording of the Mortgages.


     Section 9.24 Handicapped Access. (a) The Issuer agrees that the
Mortgaged Properties shall at all times strictly comply in all material
respects to the extent applicable with the requirements of the Americans with
Disabilities Act of 1990, the Fair Housing Amendments Act of 1988 (if
applicable), all state and local laws and ordinances related to handicapped
access and all rules, regulations, and orders issued pursuant thereto,
including, without limitation, the Americans with Disabilities Act
Accessibility Guidelines for Buildings and Facilities (collectively, “Access
Laws”).


     (b) Notwithstanding any provisions set forth herein or in any other
document regarding the Indenture Trustee’s approval of alterations of the
Mortgaged Properties, the Issuer shall not alter the Mortgaged Properties in
any manner which would materially increase the Issuer’s responsibilities for
compliance with the applicable Access Laws without the prior written approval
of the Directing Holder. The foregoing shall apply to tenant improvements
constructed by the Issuer or by any of its Tenants, except as otherwise
permitted in the Permitted Leases without the Issuer’s consent. The Directing
Holder may condition any such approval upon receipt of a certificate of Access
Law compliance from an architect, engineer, or other person acceptable to the
Indenture Trustee. The Directing Holder shall use good faith efforts to
respond to any request for approval hereunder within fifteen (15) Business Days
of receipt thereof.


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     (c)  The Issuer agrees to give prompt notice to the Indenture Trustee and
the Insurer of the receipt by the Issuer of any complaints related to material
violation of any Access Laws and of the commencement of any proceedings or
investigations which relate to compliance with applicable Access Laws.


     Section 9.25 Insurance. The Issuer will be required to maintain Property
Insurance Policies of the types and amounts set forth in the Property
Management Agreement as of the date(s) set forth therein.


     Section 9.26 [Reserved.]


     Section 9.27 Compliance with Legal Requirements. With respect to each
Mortgaged Property:


     (a)  The Issuer shall promptly comply or cause compliance in all material
respects with all existing and future Legal Requirements and Recorded
Covenants, including, without limitation, building and zoning ordinances and
codes, to the extent the failure to comply with the same would materially and
adversely affect the Issuer’s interest in, use of or value of the Mortgaged
Property.


     (b)  The Issuer shall give prompt notice to the Indenture Trustee, of the
receipt by the Issuer of any notice related to a material violation of any
Legal Requirements and of the commencement of any proceedings or investigations
which relate to compliance with Legal Requirements, only with respect to a
material violation of any Legal Requirement that would materially and adversely
affect the Issuer’s interest in, use of or value of the Mortgaged Property.


     (c)  After prior written notice to the Indenture Trustee, the Issuer, at
its own expense, may contest by appropriate legal proceeding, promptly
initiated and conducted in good faith and with due diligence, the Legal
Requirements affecting the Mortgaged Property, provided that (i) no Event of
Default has occurred and is continuing under any Mortgage or this Indenture,
(ii) the Issuer is permitted to do so under the provisions of any Lease and any
other mortgage, deed of trust or deed to secure debt affecting the Mortgaged
Property, (iii) such proceeding shall not be precluded by, and shall be
conducted in accordance with, the provisions of any other instrument to which
the Issuer or the Mortgaged Property is subject and shall not constitute a
default thereunder, (iv) neither the Mortgaged Property, any part thereof or
interest therein, any of the tenants or occupants thereof, nor the Issuer shall
be affected in any material adverse way as a result of such proceeding and (v)
non-compliance with the Legal Requirements shall not impose criminal liability
on the Issuer or the Indenture Trustee.


     Section 9.28 Estoppel Certificates. After request by the Indenture
Trustee, the Issuer shall within twenty (20) days furnish the Directing Holder
with a statement, duly acknowledged and certified, setting forth (i) the
original Principal Balance of the Notes, (ii) the outstanding Principal Balance
of the Notes, (iii) the applicable Note Rate of each Class of Notes, (iv) the
last Payment Date, (v) any offsets or defenses to the payment of the Notes, if
any, and (vi) that the Notes, this Indenture, the Mortgages, the organizational
documents of the Issuer and the other Transaction Documents are valid, legal
and binding obligations and have not been modified or if modified, giving
particulars of such modification.


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     Section 9.29 Use of Proceeds. The Issuer shall use the proceeds of the
Notes to (a) repay and discharge, or cause to be repaid and discharged, any
existing loans relating to the Mortgaged Properties, (b) pay costs and expenses
incurred in connection with the closing of the transaction contemplated by this
Indenture, as approved by the Directing Holder, (c) fund any working capital
requirements of the Mortgaged Properties, and (d) distribute the balance, if
any, to its partners.


     Section 9.30 Other Rights, etc. It is agreed that the risk of loss or
damage to the Mortgaged Property is on the Issuer, and the Indenture Trustee
shall have no liability whatsoever for decline in value of the Mortgaged
Property, for failure to maintain the Property Insurance Policies, or for
failure to determine whether insurance in force is adequate as to the amount of
risks insured.


     Section 9.31 Right to Release Any Portion of the Collateral. The
Indenture Trustee may, at the direction of the Property Manager with the
consent of the Directing Holder, or shall, at the direction of the Directing
Holder, release any portion of the Collateral without, as to the remainder of
the Collateral, in any way impairing or affecting the lien or priority of this
Indenture, or improving the position of any subordinate lienholder with respect
thereto, except to the extent that the obligations hereunder shall have been
reduced by the actual monetary consideration, if any, received by the Indenture
Trustee for such release, and may accept by assignment, pledge or otherwise any
other property in place thereof in accordance with the terms hereof and of the
Property Management Agreement. The Indenture shall continue as a lien and
security interest in the remaining portion of the Collateral to which it
applies.


     Section 9.32 Environmental Covenants. (a) So long as the Issuer owns or
is in possession of each Mortgaged Property, the Issuer (i) shall keep or cause
each Mortgaged Property to be kept free from Hazardous Substances other than
Permitted Materials and in compliance with all Environmental Laws, (ii) shall
promptly notify the Indenture Trustee and the Insurer if the Issuer shall
become aware of any Hazardous Substances other than Permitted Materials on or
near each Mortgaged Property and/or if the Issuer shall become aware that each
Mortgaged Property is in direct violation of any Environmental Laws and/or if
the Issuer shall become aware of any condition on or near each Mortgaged
Property which violates any Environmental Laws and (iii) shall cure such
violations and remove any Hazardous Substances that pose a threat to the
health, safety or welfare of humans, as shall be reasonably required by the
Property Manager in accordance with reasonable commercial lending standards and
practices, at the Issuer’s sole expense. Notwithstanding anything to the
contrary in this paragraph, the Issuer and the Tenants may use and store
Hazardous Substances at each Mortgaged Property if such use or storage is in
connection with the ordinary operation, cleaning and maintenance of each
Mortgaged Property so long as such use and storage is in compliance with any
applicable Environmental Laws. Nothing herein shall prevent the Issuer from
recovering such expenses from any other party that may be liable for such
removal or cure. The obligations and liabilities of the Issuer under this
Section 9.32 shall survive any termination, satisfaction or assignment of this
Indenture and the exercise by the Indenture Trustee of any of its rights or
remedies hereunder, including, without limitation, the acquisition of each
Mortgaged Property by foreclosure or a conveyance in lieu of foreclosure.


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     (b)  The Issuer shall give prompt written notices to the Indenture Trustee,
the Property Manager and the Insurer of any of the following: (i) any demand,
notice of any violation, notice of any potential responsibility, proceeding or
official inquiry by any Governmental Authority with respect to the presence of
any Hazardous Substance or Asbestos on, under, from or about any Mortgaged
Property, (ii) all claims made by any third party against the Issuer or any
Mortgaged Property relating to any loss or injury resulting from any Hazardous
Substance or Asbestos, and (iii) the Issuer’s discovery of any occurrence or
condition on any real property adjoining or in the vicinity of any Mortgaged
Property that causes such Mortgaged Property to be subject to any official
investigation or cleanup pursuant to any Environmental Law. The Issuer shall
permit the Indenture Trustee to join and participate in, as a party if it so
elects, any legal proceedings or actions initiated with respect to any
Mortgaged Property in connection with any Environmental Law or Hazardous
Substance, and the Issuer shall pay all reasonable attorneys’ fees and
disbursements incurred by the Indenture Trustee in connection therewith. Upon
the Property Manager’s request, at any time and from time to time while this
Indenture is in effect, when (x) the Property Manager has determined (in the
exercise of its good faith judgment) that reasonable cause exists for the
performance of an environmental inspection or audit of any Mortgaged Property
or Properties or (y) an Event of Default exists, the Issuer shall provide at
the Issuer’s sole expense, (I) an inspection or audit of each such Mortgaged
Property prepared by a licensed hydrogeologist or licensed environmental
engineer approved by the Insurer indicating the presence or absence of
Hazardous Substances on, in or near each such Mortgaged Property, and (II) an
inspection or audit of such Mortgaged Property prepared by a duly qualified
engineering or consulting firm approved by the Insurer, indicating the presence
or absence of Asbestos on such Mortgaged Property. If the Issuer fails to
provide such inspection or audit within thirty (30) days after such request,
the Property Manager, at the Issuer’s sole expense, which shall be deemed a
Property Protection Advance, may order same, and the Issuer hereby grants to
the Property Manager and its employees and agents access to each Mortgaged
Property and a license to undertake such inspection or audit. In the event
that any environmental site assessment report prepared in connection with such
inspection or audit reasonably recommends that an operations and maintenance
plan be implemented for Asbestos or any Hazardous Substance, the Issuer shall,
to the extent permitted under the related Lease, cause such operations and
maintenance plan to be prepared and implemented at the Issuer’s expense upon
request of the Property Manager. In the event that any investigation, site
monitoring, containment, cleanup, removal, restoration, or other work of any
kind is reasonably necessary under an applicable Environmental Law (the
“Remedial Work”), the Issuer shall promptly commence and thereafter diligently
prosecute, or cause Tenant to commence and thereafter diligently prosecute, to
completion all such Remedial Work after written demand by the Property Manager
for performance thereof. All Remedial Work shall be performed by contractors
approved in advance by the Insurer, and under the supervision of a consulting
engineer approved by the Insurer. All costs and expenses of such Remedial Work
shall be paid by the Issuer. In the event the Issuer shall fail to timely
commence, or cause to be commenced, or fail to diligently prosecute to
completion, such Remedial Work, the Property Manager may, but shall not be
required to, cause such Remedial Work to be performed, and all costs and
expenses thereof, or incurred in connection therewith, shall be deemed a
Property Protection Advance.


     (c)  The Issuer shall protect, indemnify, and hold harmless the Indenture
Trustee and the Insurer from and against all liabilities, obligations, claims,
demands, damages, penalties, causes of action, losses, fines, costs and
expenses (including, without limitation, reasonable


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 attorneys’ fees and disbursements), imposed upon or incurred by or
asserted against the Indenture Trustee and the Insurer by reason of (i) the
presence, disposal, escape, seepage, leakage, spillage, discharge, emission,
release, or threatened release of any Hazardous Substance or Asbestos on, from
or affecting the Mortgaged Properties; (ii) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related
to such Hazardous Substance or Asbestos; (iii) any lawsuit brought or
threatened, settlement reached, or government order relating to such Hazardous
Substance or Asbestos; and (iv) any violation of the Environmental Laws, which
are based upon or in any way related to such Hazardous Substance or Asbestos,
including, without limitation, the costs and expenses of any Remedial Work,
reasonable attorneys’ and consultant fees and disbursements, investigation and
laboratory fees, court costs, and litigation expenses.


     (d)  The Issuer shall, within six (6) months of the date hereof (or such
longer time as may reasonably be required to complete the same with diligent
effort by the Issuer, in light of the Legal Requirements and Governmental
Authorities involved), deliver evidence reasonably satisfactory to the Property
Manager and the Insurer establishing that the Issuer has performed and paid for
the work set forth on Exhibit H attached hereto in accordance with all
Environmental Laws.


     Section 9.33 Operations and Maintenance Programs. The Issuer shall not
install Asbestos in any Mortgaged Property and, upon discovery of any Asbestos
in any Mortgaged Property, shall, to the extent permitted under the related
Lease and at the Issuer’s sole expense, cause an operations and maintenance
program reasonably satisfactory to the Insurer to be established with respect
to such Asbestos. The Issuer shall in all instances comply with, and ensure
compliance by all occupants of each Mortgaged Property with, all applicable
federal, state and local laws, ordinances, rules and regulations with respect
to Asbestos, and shall keep each Mortgaged Property free and clear of any liens
imposed pursuant to such laws, ordinances, rules or regulations. In the event
that the Issuer receives any notice or advice from any governmental agency or
any source whatsoever with respect to Asbestos on, affecting or installed on
any Mortgaged Property, the Issuer shall promptly notify the Property Manager,
the Insurer and the Indenture Trustee. The obligations and liabilities of the
Issuer under this Section 9.33 shall survive any termination, satisfaction, or
assignment of this Indenture and the exercise by the Indenture Trustee of any
of its rights or remedies hereunder, including, but not limited to, the
acquisition of any Mortgaged Property by foreclosure or a conveyance in lieu of
foreclosure.


     Section 9.34 Treatment of the Notes as Debt for Tax Purposes. The Issuer
shall, and shall cause the Indenture Trustee to, treat the Notes as
indebtedness for all federal and state income tax purposes. The Issuer, the
Indenture Trustee and each Noteholder, by its acceptance of a Note, agrees to
treat the Notes as indebtedness for all federal and state income tax purposes
and agrees not to take any position on its books or tax returns inconsistent
therewith.


     Section 9.35 Payment of Debts. The Issuer will remain solvent and the
Issuer will pay its debts and liabilities (including, as applicable, shared
personnel and overhead expenses) from its assets as the same shall become due.


     Section 9.36 Single-Purpose Status. The Issuer will do all things
necessary to observe organizational formalities and preserve its existence, and
the Issuer will not, nor will the


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 Issuer permit the Issuer GP to, amend, modify or otherwise change the
partnership certificate, partnership agreement, articles of incorporation and
bylaws, operating agreement, certificate of organization, trust or other
organizational documents of the Issuer or the Issuer GP in any manner that
would affect the status of the Issuer or the Issuer GP as a single-purpose,
bankruptcy-remote entity, without (i) the prior written consent of the
Directing Holder and the Insurer, in each of their sole discretion, and (ii)
the receipt of Rating Agency Confirmation.


     Section 9.37 Books and Records. The Issuer will maintain all of its
books, records, financial statements and bank accounts separate from those of
its Affiliates and any constituent party and file its own tax returns (provided
that the Issuer’s financial statements and tax returns may be prepared on a
consolidated basis with other entities, provided that such consolidated
financial statements and tax returns indicate the separate existence of the
Issuer and its assets and liabilities). The Issuer shall maintain its books,
records, resolutions and agreements as official records.


     Section 9.38 Separateness of the Issuer. The Issuer will be, and at all
times will hold itself out to the public as, a legal entity separate and
distinct from any other entity (including any Affiliate of the Issuer, any
constituent party of the Issuer or any Affiliate of any constituent party),
shall correct any known misunderstanding regarding its status as a separate
entity, shall conduct business in its own name, shall not identify itself or
any of its Affiliates as a division or part of the other and shall maintain and
utilize separate stationery, invoices and checks.


     Section 9.39 Capitalization of the Issuer. The Issuer adequately
capitalized and will maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations.


     Section 9.40 Maintenance of Assets. The Issuer will maintain its assets
in such a manner that it will not be costly or difficult to segregate,
ascertain or identify its individual assets from those of any Affiliate or
constituent party or any Affiliate of any constituent party, or any other
Person.


     Section 9.41 Compliance with Representations and Warranties. The Issuer
GP shall be a corporation whose sole asset is its interest in the Issuer and
the Issuer GP will at all times comply, and will cause the Issuer to comply,
with each of the representations, warranties, and covenants contained in
Articles IX and X as if such representation, warranty or covenant was made
directly by the Issuer GP.


     Section 9.42 Independent Directors. The Issuer shall at all times cause
there to be at least one (1) duly appointed member of the board of directors
(an “Independent Director”) of the Issuer GP who shall not have been at the
time of such individual’s appointment, and shall not be at any time while
serving as a director of the Issuer GP and has not been at any time during the
preceding five (5) years (i) a shareholder of, or an officer, director (with
the exception of serving as the Independent Director of the Issuer GP),
attorney, counsel, partner or employee of, the Issuer, the Issuer GP or any
Affiliate of any of them, (ii) a customer of, or supplier to, the Issuer, the
Issuer GP or any Affiliate of any of them, (iii) a Person controlling or under
common control with any such shareholder, partner, supplier or customer, or


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 (iv) a member of the immediate family of any such shareholder, officer,
director, partner, employee, supplier or customer. As used herein, the term
“control” means the possession, directly or indirectly, of the power to direct
or cause the direction of the management policies or activities of a Person,
whether through ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, (1) an individual that otherwise satisfies the
foregoing shall not be disqualified from serving as an Independent Director of
the Issuer GP if such individual, at or prior to the time of initial
appointment, or at any time while serving as an Independent Director of the
Issuer GP, (i) is an Independent Director of a “special purpose entity”
affiliated with the Issuer or the Issuer GP (for purposes of this paragraph, a
“special purpose entity” is an entity whose organizational documents contain
restrictions on its activities and impose requirements intended to preserve the
Issuer’s and the Issuer GP’s separateness that are substantially similar to
those of the Issuer or the Issuer GP, as applicable, and provided, inter alia,
that it (a) is organized for the limited purpose of owning and operating one or
more properties or being an owner of one or more other entities that are so
organized; (b) has restrictions on its ability to incur indebtedness, dissolve,
liquidate, consolidate, merge and/or sell assets; (c) may not file voluntarily
a bankruptcy petition on its own behalf or on behalf of an entity in which it
has an ownership interest without the consent of its independent director; and
(d) shall conduct itself and cause any entity in which it has an ownership
interest to conduct itself in accordance with certain “separateness covenants,”
including, but not limited to, the maintenance of its and such entity’s books,
records, bank accounts and assets separate from those of any other person or
entity), (ii) makes retail purchases of vehicles from dealerships that are
affiliates of the Issuer GP or the Issuer, or (iii) is employed by a company
that provides independent director services to corporations, which company
(either directly or through an affiliated entity) provides corporate
registration or other services to the Issuer GP, the Issuer or any affiliate of
any of them, and (2) the Issuer GP shall be entitled to pay reasonable fees to
the Independent Director for his or her services as a director of the Issuer
GP.


     Section 9.43 Overhead Expenses. The Issuer shall allocate fairly and
reasonably overhead expenses, if any, that are shared with an Affiliate,
including paying for office space and services performed by any employee of an
Affiliate.


     Section 9.44 Employees. The Issuer shall pay its own liabilities and
expenses, including, without limitation, the salaries of its own employees, if
any, out of its own funds and assets and maintain a sufficient number of
employees if any are required in light of its contemplated business operations.


     Section 9.45 Assumptions in Insolvency Opinion. The Issuer shall conduct
its business so that the assumptions made with respect to the Issuer in the
Insolvency Opinion shall be true and correct in all respects. Each Person
other than the Issuer, if any, with respect to which an assumption is made in
the Insolvency Opinion will comply with all of the assumptions made with
respect to it in the Insolvency Opinion.


     Section 9.46 Preservation of Title. Subject to any Permitted
Encumbrances, the Issuer shall forever warrant, defend and preserve such title
and the validity and priority of the lien of the Mortgage and the other
Transaction Documents and shall forever warrant and defend the same to the
Indenture Trustee against the claims of all Persons whomsoever.


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     Section 9.47 Maintenance and Use of Mortgaged Property. The Mortgaged
Properties shall be maintained in accordance with the terms of the Property
Management Agreement.


ARTICLE X



NEGATIVE COVENANTS



     Section 10.01 No Transfers of any Mortgaged Property. Neither the Issuer
nor the Issuer GP shall cause or permit a voluntary or involuntary sale,
transfer, exchange, conveyance, mortgage, grant, bargain, encumbrance, pledge,
assignment, grant of any options with respect to, or any other transfer or
disposition of (directly or indirectly, voluntarily or involuntarily, by
operation of law or otherwise, and whether or not for consideration or of
record) a legal or beneficial interest of any Mortgaged Property, Lease or any
part thereof or any legal or beneficial interest therein or any other part of
the Collateral, except as expressly permitted by this Indenture or the Property
Management Agreement.


     Section 10.02 Change in Business. Neither the Issuer nor the Issuer GP
shall enter into any line of business other than the ownership and operation of
the Mortgaged Properties (including substitutions), or make any material change
in the scope or nature of its business objectives, purposes or operations, or
undertake or participate in activities other than the continuance of its
present business.


     Section 10.03 Debt. Neither the Issuer nor the Issuer GP shall create,
incur or assume any indebtedness other than that contemplated by the Property
Management Agreement.


     Section 10.04 Making of Loans. Neither the Issuer nor the Issuer GP shall
make, or permit to remain outstanding, any loan or advance to, or own or
acquire any stock or securities of, any Person other than the Notes.


     Section 10.05 Insolvency Proceedings. Neither the Issuer nor the Issuer
GP shall voluntarily file a petition for bankruptcy or reorganization, make an
assignment for the benefit of creditors or commence any similar proceeding.


     Section 10.06 Identity. Neither the Issuer nor the Issuer GP shall change
its state of organization, name, identity, principal place of business or
partnership status without notifying the Directing Holder of such change in
writing at least thirty (30) days prior to the effective date of such change
and, in the case of a change in the Issuer’s partnership status, without first
obtaining the prior written consent of the Directing Holder.


     Section 10.07 Cash Management. Neither the Issuer nor the Issuer GP shall
withdraw or direct any party to withdraw any funds from the Collection Account.


     Section 10.08 Liens. Neither the Issuer nor the Issuer GP shall, without
the prior written consent of the Directing Holder and notice thereof to the
Rating Agencies, create, incur, assume or suffer to exist any Lien on any
portion of any Mortgaged Property or permit any such action to be taken, except
for Permitted Encumbrances.


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     Section 10.09 Dissolution of the Issuer GP. Neither the Issuer nor the
Issuer GP shall, permit or suffer the Issuer GP to dissolve, wind up or
liquidate or take any action, or omit to take an action, as a result of which
the Issuer GP would be dissolved, wound up or liquidated in whole or in part.


     Section 10.10 Debt Cancellation. Neither the Issuer nor the Issuer GP
shall cancel or otherwise forgive or release any claim or debt (other than
termination of Leases in accordance herewith) owed to the Issuer by any Person,
except for adequate consideration and in the ordinary course of the Issuer’s
business.


     Section 10.11 Affiliate Transactions. Neither the Issuer nor the Issuer
GP shall enter into, or be a party to, any transaction with an Affiliate of the
Issuer or any of the partners of the Issuer except in the ordinary course of
business and on terms which are fully disclosed to the Insurer in advance and
are no less favorable to the Issuer or such Affiliate than would be obtained in
a comparable arm’s-length transaction with an unrelated third party.


     Section 10.12 Zoning. Neither the Issuer nor the Issuer GP shall initiate
or consent to any zoning reclassification of any portion of any Mortgaged
Property or use or permit the use of any portion of any Mortgaged Property in
any manner that could result in such use becoming a non-conforming use under
any zoning ordinance or any other applicable land use law, rule or regulation,
without the prior consent of the Directing Holder. The Issuer shall not seek
any variance under any existing zoning ordinance, other than commercially
reasonable variances sought in connection with the expansion of the
Improvements on any Mortgaged Property or the use thereof, without the
Directing Holder’s consent.


     Section 10.13 Assets. Neither the Issuer nor the Issuer GP shall purchase
or own any properties other than the Mortgaged Properties and incidental
personal property necessary for the ownership or operation of the Mortgaged
Properties.


     Section 10.14 No Joint Assessment. Neither the Issuer nor the Issuer GP
shall suffer, permit or initiate the joint assessment of any Mortgaged Property
with any other real property constituting a tax lot separate from such
Mortgaged Property (other than another Mortgaged Property).


     Section 10.15 ERISA. (a) Neither the Issuer nor the Issuer GP shall
engage in any transaction which would cause any obligation, or action taken or
to be taken, hereunder (or the exercise by the Indenture Trustee of any of its
rights under the Notes, this Indenture or the other Transaction Documents) to
be a non-exempt prohibited transaction under ERISA (i.e., a prohibited
transaction for which no statutory or administrative exemption is available).


     (b)  The Issuer further covenants and agrees to deliver to the Indenture
Trustee such certifications or other evidence from time to time throughout the
term of the Notes, as requested by the Directing Holder in its sole discretion,
that (i) the Issuer is not and does not maintain any “employee benefit plan” as
defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a
“governmental plan” within the meaning of Section 3(32) of ERISA, (ii) the
Issuer is not subject to state statutes regulating investments and fiduciary
obligations with


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 respect to governmental plans and (iii) one or more of the following
circumstances is true with respect to the Issuer:



		
	 	     (A) Equity interests in the Issuer are publicly offered
securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);




		
	 	     (B) Less than twenty-five percent (25%) of each outstanding
class of equity interests in the Issuer is held by “benefit plan
investors” within the meaning of 29 C.F.R. § 2510.3-101(f)(2); or




		
	 	     (C) the Issuer qualifies as an “operating company” or a “real
estate operating company” within the meaning of 29 C.F.R. §
2510.3-101(c) or (e).




		
	 	     Section 10.16 [Reserved.]




		
	 	     Section 10.17 [Reserved.]



             Section 10.18 Margin Stock. No part of the proceeds of the Notes will be
used for the purpose of purchasing or acquiring any “margin stock” in violation
of Regulation U of the Board of Governors of the Federal Reserve System or for
any other purpose which would be inconsistent with such Regulation U or any
other Regulations of such Board of Governors, or for any purposes prohibited by
Legal Requirements or by the terms and conditions of this Indenture or the
other Transaction Documents.


             Section 10.19 Business of the Issuer. The Issuer will not own any asset
or property other than the Mortgaged Properties. The Issuer will not engage in
any business other than the ownership of the Mortgaged Properties and the
Issuer will conduct and operate its business as presently conducted and
operated.


             Section 10.20 Transactions with Affiliates. The Issuer will not enter
into any contract or agreement with any Affiliate of the Issuer, any
constituent party of the Issuer or any Affiliate of any constituent party,
except upon terms and conditions that are intrinsically fair and substantially
similar to those that would be available on an arms’-length basis with third
parties other than any such party.


             Section 10.21 Indebtedness. The Issuer will not incur any indebtedness,
secured or unsecured, direct or indirect, absolute or contingent (including
guaranteeing any obligation), other than (i) the Transaction Documents, and
(ii) trade and operational debt incurred in the ordinary course of business
with trade creditors and in amounts as are normal and reasonable under the
circumstances. No indebtedness of Issuer other than the Transaction Documents
may be secured (subordinate or pari passu) by the Mortgaged Properties.


             Section 10.22 Loans and Advances. The Issuer will not make any loans or
advances to any third party (including any Affiliate or constituent party or
any Affiliate of any constituent party), and shall not acquire obligations or
securities of its Affiliates.


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     Section 10.23 No Dissolution or Liquidation. Neither the Issuer nor the
Issuer GP shall seek the dissolution, winding up, liquidation, consolidation or
merger, in whole or in part, of the Issuer.


     Section 10.24 No Commingling. The Issuer will not commingle the funds and
other assets of the Issuer with those of any Affiliate or constituent party or
any Affiliate of any constituent party, or any other Person.


     Section 10.25 No Guarantees. The Issuer will not guarantee, become
obligated for, pledge its assets as security for, or hold itself out to be
responsible for the debts or obligations of any other Person or the decisions
or actions respecting the daily business or affairs of any other Person.


     Section 10.26 Board of Directors. The Issuer shall not cause or permit
the board of directors of the Issuer GP to take any action which, under the
terms of any certificate of incorporation, by-laws or any voting trust
agreement with respect to any common stock, requires a vote of the board of
directors of the Issuer GP unless at the time of such action there shall be at
least one (1) member who is an Independent Director.


     Section 10.27 No Forfeiture. There shall never be committed by the Issuer
or any other Person in occupancy of or involved in the operation or use of the
Mortgaged Properties any act or omission affording the federal government or
any state or local government the right of forfeiture as against the Mortgaged
Properties or any part thereof or any monies paid in performance of the
Issuer’s obligations under any of the Transaction Documents.


     Section 10.28 No Relocation. Subject to the provisions of the Property
Management Agreement, the Issuer shall not consent to the relocation of any
Tenant under any Permitted Lease from any Mortgaged Property to any property
owned by an Affiliate of the Issuer that is not a Mortgaged Property, without,
in either case, the prior written consent of the Directing Holder, in its sole
discretion.


     Section 10.29 No Transfers of any Interest in the Issuer. Neither the
Issuer nor the Issuer GP shall cause or permit a voluntary or involuntary sale,
transfer, exchange, encumbrance, pledge or assignment or any other transfer or
disposition of (directly, voluntarily or involuntarily, by operation of law or
otherwise, and whether for consideration or of record) any of the ownership
interests in the Issuer or the Issuer GP.


ARTICLE XI



COSTS



     Section 11.01 Performance at the Issuer’s Expense. The Issuer
acknowledges and confirms that the Indenture Trustee shall impose certain
reasonable and customary administrative processing fees in connection with the
release or substitution of any Mortgaged Property (the occurrence of any of the
above shall be called an “Event”), which fees are payable to the Indenture
Trustee under the Property Management Agreement as an Extraordinary Expense.
The Issuer hereby acknowledges and agrees to pay, within thirty (30) days of
its


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 receipt of demand, all such fees (as the same may be increased or
decreased from time to time), and any additional reasonable and customary fees
of a similar type or nature which may be imposed by the Indenture Trustee from
time to time, upon the occurrence of any Event of Default, in accordance with
the priorities set forth in the Property Management Agreement. Wherever it is
provided for herein that the Issuer pay any costs and expenses, such costs and
expenses shall be reasonable and shall include, but not be limited to, all
reasonable legal fees and disbursements of the Indenture Trustee with respect
to retained firms in accordance with the priorities set forth in the Property
Management Agreement.


ARTICLE XII



MISCELLANEOUS



     Section 12.01 Execution Counterparts. This instrument may be executed in
any number of counterparts, each of which when so executed shall be deemed to
be an original, but all such counterparts shall together constitute but one and
the same instrument.


     Section 12.02 Compliance Certificates and Opinions, etc. Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with.


     Every certificate with respect to compliance with a condition or covenant
provided for in this Indenture shall include:



		
	 	     (1) a statement that each signatory of such certificate has read or
has caused to be read such covenant or condition and the definitions
herein relating thereto;




		
	 	     (2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements contained in such certificate
are based;




		
	 	     (3) a statement that, in the opinion of each such signatory, such
signatory has made such examination or investigation as is necessary to
enable such signatory to express an informed opinion as to whether such
covenant or condition has been complied with; and




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



     Section 12.03 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.


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     Any certificate or opinion of an Authorized Officer of the Issuer GP, on
behalf of the Issuer may be based, insofar as it relates to legal matters, upon
a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon
which his certificate or opinion is based are erroneous. Any such certificate
of an Authorized Officer or Opinion of Counsel may be based, insofar as it
relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Issuer GP on behalf of the
Issuer stating that the information with respect to such factual matters is in
the possession of the Issuer GP, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.


     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


     Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that any Person
shall deliver any document as a condition of the granting of such application,
or as evidence of such Person’s compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of
the facts and opinions stated in such document shall in such case be conditions
precedent to the right of such Person to have such application granted or to
the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee’s right to rely upon the
truth and accuracy of any statement or opinion contained in any such document
as provided in Article V.


     Section 12.04 No Oral Change. This Indenture, and any provisions hereof,
may not be modified, amended, waived, extended, changed, discharged or
terminated orally or by any act or failure to act on the part of any party
hereto, but only by an agreement in writing signed by the party against whom
enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought.


     Section 12.05 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except
as herein otherwise expressly provided such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Noteholders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 5.01) conclusive in favor of the Indenture Trustee and
the Issuer if made in the manner provided in this Section. With respect to
authorization to be given or taken by Noteholders, the Indenture Trustee shall
be authorized to follow the written directions or the vote of Noteholders of
Notes representing more than 50% of the aggregate Principal Balance of the
Outstanding Notes, unless any greater or lesser percentage is required by the
terms hereunder;


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provided, that if no Insurer Default has occurred and is continuing, the
written direction of the Insurer shall constitute an Act of the Noteholders.


     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
reasonably deems sufficient.


     (c)  The Principal Balance and serial numbers of Notes held by any Person,
and the date of holding the same, shall be proved by the Note Register.


     (d)  Any request, demand, authorization, direction, notice, consent,
election, declaration, waiver or other act of any Noteholder shall bind every
future Noteholder of the same Note and the Noteholder of every Note issued upon
the transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, suffered or omitted to be done by the Indenture Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Note.


     Section 12.06 Computation of Percentage of Noteholders. Unless otherwise
specified herein, whenever this Indenture states that any action may be taken
by a specified percentage of the Noteholders such statement shall mean that
such action may be taken by the Noteholders of such specified percentage of the
aggregate Principal Balance of the Outstanding Notes.


     Section 12.07 Notice to the Indenture Trustee, the Issuer and Certain
Other Persons. Any communication provided for or permitted hereunder shall be
in writing and, unless otherwise expressly provided herein, shall be deemed to
have been duly given if delivered by courier or mailed by first class mail,
postage prepaid, or if transmitted by facsimile and confirmed in a writing
delivered or mailed as aforesaid, to: (i) in the case of the Issuer, c/o
Capital Automotive L.P., 8270 Greensboro Drive, Suite 950, McLean, Virginia
22102, facsimile number: (703) 752-2267; (ii) in the case of the Indenture
Trustee, LaSalle Bank National Association, 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust
Services Group-CARS-CNI-2 L.P., Series 2003-1, facsimile number: (312)
904-2084; (iii) in the case of the Rating Agencies, the address of the Rating
Agencies specified in the Property Management Agreement, and (iv) in the case
of the Insurer, MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: StF-IPM, facsimile number: 914-765-3810, or, as to each
such Person, such other address or facsimile number as may hereafter be
furnished by such Person to the parties hereto in writing.


     Section 12.08 Notices to Noteholders; Notification Requirements and
Waiver. Where this Indenture provides for notice to Noteholders of any event,
such notice shall be sufficiently given if in writing and delivered by courier
or mailed by first class mail, postage prepaid to each Noteholder affected by
such event, at its address as it appears on the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Noteholder shall affect the sufficiency of such notice
with respect to other Noteholders, and any notice that is delivered or mailed
in the manner herein provided shall conclusively be presumed to have been duly
given.


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     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.


     In case, by reason of the suspension of regular courier and mail service
as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
reasonable manner of giving such notice shall be deemed to be a sufficient
giving of such notice.


     Where this Indenture provides for notice to the Rating Agencies, failure
to give any such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a default or
Event of Default.


     Section 12.09 Successors and Assigns. All covenants and agreements in
this Indenture by each party hereto shall bind its successors and permitted
assigns, whether so expressed or not.


     Section 12.10 Interest Charges; Waivers. This Indenture is subject to the
express condition that at no time shall the Issuer be obligated or required to
pay interest hereunder at a rate which could subject the Indenture Trustee to
either civil or criminal liability as a result of being in excess of the
maximum interest rate which the Issuer is permitted by applicable law to
contract or agree to pay. If by the terms of this Indenture, the Issuer is at
any time required or obligated to pay interest hereunder at a rate in excess of
such maximum rate, such rate shall be deemed to be immediately reduced to such
maximum rate and all previous payments in excess of the maximum rate shall be
deemed to have been payments in reduction of principal and not on account of
the interest due hereunder.


     The Issuer expressly waives presentment, demand, diligence, protest and
all notices of any kind whatsoever with respect to this Indenture, except for
notices expressly provided for in this Indenture, the Mortgages, the Notes or
any other Transaction Document.


     Section 12.11 Severability Clause. In case any provision of this
Indenture or of the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall, to the
extent permitted by law, not in any way be affected or impaired thereby.


     Section 12.12 Governing Law. (A) THIS INDENTURE WAS NEGOTIATED IN THE
STATE OF NEW YORK AND THE PROCEEDS OF THE NOTES DELIVERED PURSUANT HERETO WERE
DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A
SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION
EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS INDENTURE AND THE OBLIGATIONS ARISING


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 HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF
THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE
CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS
CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE
APPLICABLE INDIVIDUAL PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE
FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW
YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN
DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE
FULLEST EXTENT PERMITTED BY LAW, THE ISSUER HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION
GOVERNS THIS INDENTURE AND THE NOTES, AND THIS INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


     (B)  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ANY PARTY HERETO ARISING
OUT OF OR RELATING TO THIS INDENTURE MAY AT THE PLAINTIFF’S OPTION BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND
EACH PARTY WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON
VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN
ANY SUIT, ACTION OR PROCEEDING. THE ISSUER DOES HEREBY DESIGNATE AND APPOINT:



	 
	Corporation Service Company
	1177 Avenue of Americas, 17th Floor
	New York, New York 10036
	Attention: Customer Service



AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF
PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO THE ISSUER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED
IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE ISSUER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. THE ISSUER (I) SHALL GIVE
PROMPT NOTICE TO THE INDENTURE TRUSTEE OF ANY CHANGED ADDRESS OF ITS AUTHORIZED


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AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A
SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH
SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR
SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF
ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS
DISSOLVED WITHOUT LEAVING A SUCCESSOR.


     Section 12.13 Insurer Default; Rights of the Insurer. (a) If an Insurer
Default has occurred and is continuing, any provision giving the Insurer the
right to direct, appoint or consent to, approve of, or take any action (or
waive any right to take action) under this Indenture, shall be inoperative, and
in such event, a majority vote of the Controlling Class shall have such right
to direct, appoint or consent to, approve of or take any action (or waive any
right to take action) granted to the Insurer under this Indenture; provided,
however, that upon the cure of any such Insurer Default, such Insurer rights
shall be reinstated.


     (b)  So long as no Insurer Default shall have occurred and is continuing,
the Insurer shall have the right to exercise all consent rights, voting rights
and the right to direct enforcement remedies otherwise granted to the
Noteholders in this Indenture and any other Transaction Document, subject to
Section 8.02 hereof.


     Section 12.14 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.


     Section 12.15 Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders and any other party
secured hereunder or named as a beneficiary of any provision hereof, any
benefit or any legal or equitable right, remedy or claim under this Indenture.


     Section 12.16 Obligation of the Issuer. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer on the
Notes or under this Indenture or any other Transaction Document or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Issuer, the Indenture Trustee, the Property Manager, the
Special Servicer or the Issuer GP, in its individual capacity, (ii) any owner
of a beneficial interest in the Issuer or Issuer GP or (iii) any partner,
owner, beneficiary, agent, officer, director, employee, agent or Control Person
of the Issuer, the Indenture Trustee, the Property Manager, the Special
Servicer or the Issuer GP in its individual capacity, any holder of a
beneficial interest in the Issuer or Issuer GP or of any successor or assignee
of the Issuer, the Indenture Trustee, the Property Manager, the Special
Servicer or the Issuer GP in its individual capacity, except as any such Person
may have expressly agreed (it being understood that none of the Indenture
Trustee, the Property Manager, the Special Servicer, or the Issuer GP has any
such obligations in its individual capacity). The foregoing shall not be
construed as an attempt to limit the liability of CARS under the Parent
Guaranty and the Property Manager and Special Servicer under the Property
Management Agreement.


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     Section 12.17 Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee and the
Insurer, during the Issuer’s normal business hours, to examine all the 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 certified
public accountants, and to discuss the Issuer’s affairs, finances and accounts
relating to the Issuer with the officers of CARS on behalf of the Issuer and
Issuer’s employees and independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all
such information except to the extent disclosure may be required by law (and
all reasonable applications for confidential treatment are unavailing) or the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.


     Section 12.18 Method of Payment. Except as otherwise provided in Section
2.12(b), all amounts payable or to be remitted pursuant to this Indenture shall
be paid or remitted or caused to be paid or remitted in immediately available
funds by wire transfer to an account specified in writing by the recipient
thereof.


     Section 12.19 Limitation on Liability of the Issuer and Issuer GP.
Neither the Issuer, nor Issuer GP, nor any of the directors, officers,
employees, agents or Control Persons of the Issuer or Issuer GP, shall be under
any liability to the Noteholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Indenture, or for
errors in judgment. The Issuer, Issuer GP and their respective directors,
officers, employees and agents may rely in good faith on any document of any
kind which, prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder. Neither the Issuer nor Issuer GP
shall be under any obligation to appear in, prosecute or defend any legal
action unless such action is related to its duties under this Indenture and
which in its opinion does not involve it in any expenses or liability;
provided, however, that the Issuer and Issuer GP may in their discretion
undertake any such action which it may deem necessary or desirable with respect
to this Indenture.


     Section 12.20 Limited Recourse. (a) The obligations of the Issuer and
Issuer GP under the Notes, this Indenture and all other Transaction Documents
are nonrecourse obligations solely of the Issuer and will be payable only from
the Collateral. Each Noteholder and other party to the Transaction Documents
will be deemed to have agreed that they have no rights or claims against the
Issuer or Issuer GP directly and may only look to the Collateral to satisfy the
Issuer’s and Issuer GP’s obligations hereunder and under all other Transaction
Documents. Notwithstanding the foregoing, the Indenture Trustee, on behalf of
the Noteholders and the Insurer, shall have the right to enforce the liability
and obligation of the Issuer hereunder, by money judgment or otherwise, to the
extent of any loss, damage, cost, expense, liability, claim or other obligation
incurred by the Noteholders (including attorneys’ fees and costs reasonably
incurred) arising out of or in connection with the following:



		
	 	     (i) fraud or intentional misrepresentation by the Issuer in
connection with the Notes, this Indenture and the other Transaction
Documents;



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	 	     (ii) intentional acts constituting gross negligence or willful
misconduct or bad faith of the Issuer;




		
	 	     (iii) intentional destruction or waste of any Mortgaged Property by
the Issuer;




		
	 	     (iv) the breach of any representation, warranty, covenant or
indemnification provision in this Indenture or any other Transaction
Document concerning Environmental Laws, Hazardous Substances or Asbestos;




		
	 	     (v) the removal or disposal of any portion of any Mortgaged Property
during the continuation of an Event of Default;




		
	 	     (vi) the misapplication or conversion by the Issuer of (A) any
Insurance Proceeds, (B) any Condemnation Proceeds, (C) any Monthly Lease
Payments following an Event of Default, (D) any Monthly Lease Payments
paid more than one month in advance, (E) any premiums for any Property
Insurance Policies required under the Property Management Agreement
received by the Issuer from any third party or Tenant or (F) any funds
received by the Issuer for payment of Taxes or other charges that can
create liens on any portion of any Mortgaged Property; or




		
	 	     (vii) any security deposits (including letters of credit) collected
with respect to any Mortgaged Property which are not delivered to the
Indenture Trustee upon a foreclosure of such Mortgaged Property or other
action in lieu thereof, except to the extent any such security deposits
were applied in accordance with the terms and conditions of any of the
Leases prior to the occurrence of the Event of Default that gave rise to
such sale or foreclosure or action in lieu thereof.



     (b)  Notwithstanding anything to the contrary in this Indenture or any of
the Transaction Documents, the Noteholders shall not be deemed to have waived
any right that the Noteholders may have under Section 506(a), 506(b), 1111(b)
or any other provisions of the U.S. Bankruptcy Code to file a claim for the
full amount of the Notes secured by this Indenture and the related Mortgages or
to require that all of the Collateral shall continue to secure all of the Notes
owing to the Noteholders in accordance with the Transaction Documents.


     (c) Nothing in this Section 12.20 shall limit the liability of CARS under
the Parent Guaranty and the Property Manager and Special Servicer under the
Property Management Agreement.


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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.





	 	 	 	 	 	 	 	 	 
	 	 	CARS-CNI-2 L.P., a Delaware limited
      
partnership, as Issuer	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
By:
	CARS CNISPE-2 INC., a Delaware
corporation,
its general partner	 	 	 	 	 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	/s/ Peter C. Staaf	 
	 	 	 	 	 	 	 	
	 
	 	 	 	 	 	 	 	Name: Peter C. Staaf

Title: Senior Vice President

and Treasurer	 
	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 
	 	 	LASALLE BANK

      NATIONAL ASSOCIATION,

      as Indenture Trustee	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	By:	/s/ Alyssa C. Stahl	 	 	 	 	 
	 	 	 	
	 	 	 	 	 
	 	 	 	Name: Alyssa C. Stahl

Title: Vice President	 	 	 	 	 














 



	 	 	 	 	 	 	 
	STATE OF NEW YORK	 	 	)	 	 	 
	 	 	 	)	 	 	ss.:
	COUNTY OF NEW YORK	 	 	)	 	 	 



     On this      day of March, 2003, before me, the undersigned officer,
personally appeared                and acknowledged himself
to me to be the                     
                                               
of CARS CNISPE-2 INC., acting in its capacity as general partner of CARS-CNI-2
L.P., and that as such officer, being duly authorized to do so pursuant to such
entity’s by-laws or a resolution of its board of directors, executed and
acknowledged the foregoing instrument for the purposes therein contained, by
signing the name of such entity by him as such officer as his free and
voluntary act and deed and the free and voluntary act and deed of said entity.


     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



	 	 
	 	 



Notary Public



NOTARIAL SEAL









 



	 	 	 	 	 	 	 
	STATE OF NEW YORK	 	 	)	 	 	 
	 	 	 	)	 	 	ss.:
	COUNTY OF NEW YORK	 	 	)	 	 	 



     On this      day of March, 2003, before me, the undersigned officer,
personally appeared                , and acknowledged himself to
me to be a                     
                    of
LaSalle Bank National Association, and that as such officer, being duly
authorized to do so pursuant to such entity’s by-laws or a resolution of its
board of directors, executed and acknowledged the foregoing instrument for the
purposes therein contained, by signing the name of such entity by him as such
officer as his free and voluntary act and deed and the free and voluntary act
and deed of said entity.


     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



	 	 
	 	 



Notary Public



NOTARIAL SEAL