<PAGE>   1
                                                                EXHIBIT 10.10

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                                    INDENTURE

                                      among

                        RFS FINANCING PARTNERSHIP, L.P.,

                                     Issuer,

                             LASALLE NATIONAL BANK,

                                Indenture Trustee

                                       and

                               ABN AMRO BANK N.V.,

                                  Fiscal Agent

                          Dated as of November 21, 1996



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                                   Relating to

                         RFS FINANCING PARTNERSHIP, L.P.
                    COMMERCIAL MORTGAGE BONDS, SERIES 1996-1



<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----

         <S>                                                                                    <C>
         PARTIES  .............................................................................  1
         PRELIMINARY STATEMENT.................................................................  1
         GRANTING CLAUSE.......................................................................  1
</TABLE>

                                    ARTICLE I.

                                   DEFINITIONS

<TABLE>
         <S>               <C>                                                                  <C>
         SECTION 1.01.     General Definitions.................................................  2
</TABLE>


                                   ARTICLE II.

                                    THE BONDS
<TABLE>
         <S>               <C>                                                                   <C>
         SECTION 2.01.     Payments of Principal and Interest on the Bonds......................  2
         SECTION 2.02.     Denominations........................................................  5
         SECTION 2.03.     Execution, Authentication, Delivery and Dating.......................  5
         SECTION 2.04.     Registration, Registration of Transfer and Exchange..................  6
         SECTION 2.05.     Mutilated, Destroyed, Lost or Stolen Bonds...........................  7
         SECTION 2.06.     Payments on the Bonds................................................  8
         SECTION 2.07.     Persons Deemed Owners................................................ 11
         SECTION 2.08.     Cancellation......................................................... 11
         SECTION 2.09.     Authentication and Delivery of Bonds................................. 12
         SECTION 2.10.     Forms of Bonds....................................................... 13
         SECTION 2.11.     Termination of Book-Entry System..................................... 14
         SECTION 2.12.     General Restrictions on Transfers.................................... 15
         SECTION 2.13.     Transfers of Bonds from One Form to Another.......................... 17
</TABLE>

                                  ARTICLE III.

                                    COVENANTS
<TABLE>
         <S>               <C>                                                                    <C>
         SECTION 3.01.     Payment of Bonds...................................................... 19
         SECTION 3.02.     Maintenance of Office or Agency....................................... 19
         SECTION 3.03.     Money for Bond Payments to Be Held in Trust........................... 20
         SECTION 3.04.     Protection of Trust Estate............................................ 22
</TABLE>



                                       (i)

<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

         <S>               <C>                                                                    <C>
         SECTION 4.01.     Satisfaction and Discharge of Indenture............................... 23
         SECTION 4.02.     Application of Trust Money............................................ 24
</TABLE>

                                   ARTICLE V.

                              DEFAULTS AND REMEDIES

<TABLE>
         <S>               <C>                                                                    <C>
         SECTION 5.01.     Events of Default..................................................... 24
         SECTION 5.02.     Acceleration of Maturity; Rescission and Annulment.................... 24
         SECTION 5.03.     Collection of Indebtedness and Suits for Enforcement
                           by Indenture Trustee.................................................. 25
         SECTION 5.04.     Remedies.............................................................. 26
         SECTION 5.05.     Optional Preservation of Trust Estate................................. 27
         SECTION 5.06.     Indenture Trustee May File Proofs of Claim............................ 27
         SECTION 5.07.     Indenture Trustee May Enforce Claims without
                           Possession of Bonds................................................... 28
         SECTION 5.08.     Application of Money Collected........................................ 28
         SECTION 5.09.     Limitation on Suits................................................... 29
         SECTION 5.10.     Unconditional Rights of Bondholders to Receive
                           Principal and Interest................................................ 30
         SECTION 5.11.     Restoration of Rights and Remedies.................................... 30
         SECTION 5.12.     Rights and Remedies Cumulative........................................ 31
         SECTION 5.13.     Delay or Omission Not Waiver.......................................... 31
         SECTION 5.14.     Control by Bondholders................................................ 31
         SECTION 5.15.     Waiver of Past Defaults............................................... 31
         SECTION 5.16.     Undertaking for Costs................................................. 32
         SECTION 5.17.     Waiver of Stay or Extension Laws...................................... 32
         SECTION 5.18.     Rights Upon a Nonrecoverable Advance Determination.................... 33
         SECTION 5.19.     Action on Bonds....................................................... 33
         SECTION 5.20.     No Recourse to Other Assets of the Issuer............................. 33
</TABLE>


                                      (ii)

<PAGE>   4

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
                                         ARTICLE VI.

                                    THE INDENTURE TRUSTEE

         <S>               <C>                                                                    <C>
         SECTION 6.01.     Duties of Indenture Trustee........................................... 33
         SECTION 6.02.     Notice of Default..................................................... 35
         SECTION 6.03.     Rights of Indenture Trustee........................................... 35
         SECTION 6.04.     Not Responsible for Recitals or Issuance of Bonds..................... 35
         SECTION 6.05.     May Hold Bonds........................................................ 36
         SECTION 6.06.     Money Held in Trust................................................... 36
         SECTION 6.07.     Compensation and Reimbursement........................................ 36
         SECTION 6.08.     Eligibility: Disqualification......................................... 38
         SECTION 6.09.     Indenture Trustee's Capital and Surplus............................... 38
         SECTION 6.10.     Resignation and Removal; Appointment of Successor..................... 38
         SECTION 6.11.     Acceptance of Appointment by Successor................................ 39
         SECTION 6.12.     Merger or Consolidation of the Indenture Trustee and the
                           Fiscal Agent.......................................................... 40
         SECTION 6.13.     Co-trustees and Separate Indenture Trustees........................... 40
         SECTION 6.14.     Servicing Agreement and Certain Documents............................. 42
         SECTION 6.15      Review of Mortgage Files.............................................. 43
</TABLE>

                                  ARTICLE VII.

                         BONDHOLDERS' LISTS AND REPORTS

<TABLE>
         <S>               <C>                                                                    <C>
         SECTION 7.01.     Issuer to Furnish Indenture Trustee Names and
                                    Addresses of Bondholders..................................... 43
         SECTION 7.02.     Preservation of Information: Communications to
                                    Bondholders.................................................. 44
         SECTION 7.03.     Reports by Indenture Trustee.......................................... 44
         SECTION 7.04.     Reports by Issuer..................................................... 44
</TABLE>

                                  ARTICLE VIII.

                       ACCOUNTS, PAYMENTS OF INTEREST AND
                             PRINCIPAL, AND RELEASES

<TABLE>
         <S>               <C>                                                                    <C>
         SECTION 8.01.     Collection of Moneys.................................................. 45
         SECTION 8.02.     Collateral Proceeds Account........................................... 45
         SECTION 8.03.     General Provisions Regarding the Collateral
</TABLE>

                                      (iii)

<PAGE>   5

<TABLE>

                                                                                                Page
                                                                                                ----
         <S>               <C>                                                                    <C>
                           Proceeds Account............................................. ........ 47
         SECTION 8.04.     Central Account....................................................... 48
         SECTION 8.05.     Reports by Indenture Trustee to Bondholders;
                           Access to Certain Information......................................... 48
         SECTION 8.06.     Release of Trust Estate............................................... 49
         SECTION 8.07.     Amendment to Servicing Agreement...................................... 49
         SECTION 8.08.     Appointment of Servicer............................................... 49
         SECTION 8.09.     Termination of Servicer............................................... 50
         SECTION 8.10.     Appointment of Custodians............................................. 50
         SECTION 8.11.     The Fiscal Agent...................................................... 50
</TABLE>

                                   ARTICLE IX.

                           SUPPLEMENTAL INDENTURES AND
                      MODIFICATIONS OF OTHER LOAN DOCUMENTS

<TABLE>
         <S>               <C>                                                                    <C>
         SECTION 9.01.     Supplemental Indentures without Consent of
                           Bondholders........................................................... 51
         SECTION 9.02.     Supplemental Indentures with Consent of Bondholders................... 52
         SECTION 9.03.     Execution of Supplemental Indentures.................................. 53
         SECTION 9.04.     Effect of Supplemental Indentures..................................... 53
         SECTION 9.05.     Reference in Bonds to Supplemental Indentures......................... 54
         SECTION 9.06.     Amendments to Loan Documents.......................................... 54
         SECTION 9.07.     Amendments to Governing Documents..................................... 55
</TABLE>

                                   ARTICLE X.

                                  MISCELLANEOUS
<TABLE>
         <S>               <C>                                                                    <C>
         SECTION 10.01.    Compliance Certificates............................................... 55
         SECTION 10.02.    Form of Documents Delivered to Indenture Trustee...................... 56
         SECTION 10.03.    Acts of Bondholders................................................... 57
         SECTION 10.04.    Notices to Indenture Trustee and Issuer............................... 57
         SECTION 10.05.    Notices and Reports to Bondholders; Waiver of Notices................. 58
         SECTION 10.06.    Rules by Indenture Trustee............................................ 58
         SECTION 10.07.    Effect of Headings and Table of Contents.............................. 58
         SECTION 10.08.    Successors and Assigns................................................ 58
         SECTION 10.09.    Separability.......................................................... 59
         SECTION 10.10.    Benefits of Indenture................................................. 59
         SECTION 10.11.    Legal Holidays........................................................ 59
         SECTION 10.12.    Governing Law......................................................... 59
</TABLE>


                                      (iv)

<PAGE>   6

<TABLE>
                                                                                                Page
                                                                                                ----
         <S>               <C>                                                                    <C>
         SECTION 10.13.    Counterparts.......................................................... 59
         SECTION 10.14.    Issuer Obligation..................................................... 60
         SECTION 10.15.    Usury................................................................. 60
         SECTION 10.16     Streit Act............................................................ 60
</TABLE>

<TABLE>
<S>                <C>
SCHEDULE A          Schedule of Mortgaged Properties and Initial Allocated
                    Loan Amounts
SCHEDULE B          Amortization Schedule

EXHIBIT A           Form of Class A Bond and Form of Class B Bond
EXHIBIT B           Regulation S Exchange Certificate (Bond Owner)
EXHIBIT C           Regulation S Exchange Certificate (Euroclear or Cedel)
EXHIBIT D           Letter Agreement (to the Depository Trust Company)
EXHIBIT E           Transferee Agreement
EXHIBIT F           Transfer Certificate
EXHIBIT G           Rule 144A Certificate
EXHIBIT H           Property Operating Information

ANNEX I             Glossary
</TABLE>
                                       (v)

<PAGE>   7

                                     PARTIES

         THIS INDENTURE, dated as of November 21, 1996 (as amended or
supplemented from time to time as permitted hereby, this "Indenture"), among RFS
FINANCING PARTNERSHIP, L.P., a Tennessee limited partnership (together with its
permitted successors and assigns, the "Issuer"), LASALLE NATIONAL BANK, a
nationally chartered bank, as trustee (together with its permitted successors in
the trusts hereunder, the "Indenture Trustee"), and ABN AMRO BANK N.V., a
Netherlands banking corporation, as fiscal agent of the Indenture Trustee
(together with its permitted successors and assigns, the "Fiscal Agent").


                              PRELIMINARY STATEMENT

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for its Commercial Mortgage Bonds, Series 1996-1, Class A
and Class B (the "Bonds"), issuable as provided in this Indenture. All covenants
and agreements made by the Issuer herein are for the benefit and security of the
Holders of the Bonds. The Issuer is entering into this Indenture, and the
Indenture Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.

          The Issuer is the owner of the parcels of real property listed on
Schedule A to this Indenture (the "Premises") and the Improvements and Equipment
and various rights related thereto (as more fully described in the granting
clauses of the Mortgages (as defined below), the "Mortgaged Properties"). As of
the date hereof, the Issuer has granted the Indenture Trustee a mortgage, deed
of trust, deed to secure debt or other security instrument (each, a "Mortgage")
on each of the Mortgaged Properties to secure payment of the Bonds. This
Indenture is intended to confirm the granting of those Mortgages and, inter
alia, to provide for the administration of the Bonds.

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


                                 GRANTING CLAUSE

          The Issuer hereby confirms the Grants it gave in the Mortgages to the
Indenture Trustee, for the exclusive benefit of the Bondholders, of all of the
Issuer's right, title and interest in and to the Mortgaged Properties relating
to the Premises listed in Schedule A to this Indenture, including the related
Mortgage Files. The Issuer also hereby Grants to the Indenture Trustee, for the
exclusive benefit of the Bondholders, all of the Issuer's right, title and
interest in and to (a) all cash, instruments or other property held or required
to be deposited in the Loss Proceeds Account, the Central Account (including the
related Sub-Accounts) or the Collateral Proceeds Account, including any income
on funds deposited in, or investments made with funds deposited in, the Loss
Proceeds Account, the Central Account and the Collateral Proceeds Account, (b)
all Required Insurance Policies and (c) all proceeds of the conversion,
voluntary or involuntary,


<PAGE>   8


of any of the foregoing into cash or other liquid assets, including, without
limitation, all Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds.

          Such Grants are made, however, in trust to secure (i) the payment of
all amounts due on the Bonds in accordance with their terms, (ii) the payment of
all other sums payable under this Indenture and (iii) compliance with the
provisions of this Indenture, all as provided in this Indenture.

          The Indenture Trustee acknowledges such Grant and the Grants given in
the Mortgages and confirmed herein, accepts the trusts hereunder in accordance
with the provisions of this Indenture and agrees to perform the duties herein
required to the end that the interests of the Bondholders may be adequately and
effectively protected.


                                   ARTICLE I.

                                   DEFINITIONS

         SECTION 1.01.    GENERAL DEFINITIONS

          Except as otherwise specified or as the context may otherwise require,
capitalized terms used herein have the respective meanings set forth in the
Glossary attached hereto as Annex I for all purposes of this Indenture.


                                   ARTICLE II.

                                    THE BONDS

         SECTION 2.01.    PAYMENTS OF PRINCIPAL AND INTEREST ON THE BONDS.

         (a) General Provisions with Respect to Principal and Interest
Provisions

                  (i) The Bonds shall be designated generally as the "Commercial
         Mortgage Bonds, Series 1996-1" of the Issuer.

                  (ii) The aggregate principal amount of Bonds that may be
         authenticated and delivered under the Indenture is limited to
         $75,000,000, except for the Bonds authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Bonds pursuant to Sections 2.04, 2.05 or 9.05 of this Indenture. The
         Bonds shall consist of two Classes, having designations, initial
         principal amounts, Bond Interest Rates and Stated Maturities as
         follows:


                                       2


<PAGE>   9
<TABLE>
<S>                               <C>                     <C>              <C>
--------------------------------------------------------------------------------------------------
                                    Initial
                                   Principal          Bond Interest
      Designation                    Amount                Rate              Stated Maturity
--------------------------------------------------------------------------------------------------
Series 1996-1, Class A            $50,000,000             6.83%             August 20, 2008
--------------------------------------------------------------------------------------------------
Series 1996-1, Class B            $25,000,000             7.30%            November 21, 2011
--------------------------------------------------------------------------------------------------
</TABLE>

                  (iii) The Bonds shall be issued in the form specified in
         Section 2.10.

                  (iv) Subject to this Section 2.01, Section 3.01 and Section
         5.10, the principal of each Class of Bonds shall be payable in
         installments as described herein ending no later than the Stated
         Maturity for such Class, unless the principal balance of the Bonds
         becomes due and payable at an earlier date by declaration of
         acceleration or otherwise.

         (b) Scheduled Payments. Except as otherwise provided herein, the
aggregate amount of principal and interest on the Bonds due and payable on each
Payment Date shall be equal to the Scheduled Payment for such Payment Date. All
Scheduled Payments made with respect to the Bonds shall be applied on each
Payment Date in accordance with this Section 2.01 first, to the payment of
accrued and unpaid interest on the Class A Bonds on such Payment Date and then
to principal due on the Class A Bonds, and second, to the payment of accrued and
unpaid interest on the Class B Bonds and then to principal due on the Class B
Bonds. The Scheduled Payments reflected on the original Amortization Schedule
shall be adjusted following a partial Prepayment of a Class of Bonds to reflect
the reamortization of such Class of Bonds based on the remaining term and
reduced principal balance of such Class of Bonds, calculated by the Servicer
pursuant to the Servicing Agreement in the same manner as the original
Amortization Schedule.

         (c)  Interest Payments.

                  (i) With respect to each Payment Date or Special Payment Date,
         interest on each Class of Bonds shall accrue at its respective Bond
         Interest Rate from the previous Payment Date (or the Closing Date in
         the case of the first Payment Date) to the Accounting Date for the
         Payment Date or Special Payment Date on which such interest shall be
         payable, such interest to accrue on the principal balance of such Class
         of Bonds as of such Accounting Date (or on the prepaid principal to be
         paid on such Class of Bonds on the Special Payment Date). Interest on
         the Bonds will be computed on the basis of a 360-day year consisting of
         twelve 30-day months.

                  (ii) If any Scheduled Payment is not paid in full by the
         Issuer in immediately available funds within five days after the
         related Payment Date, then, regardless of whether a P&I Advance is made
         with respect to such Scheduled Payment, interest shall accrue at the
         applicable Default Rate on such unpaid portion of the Scheduled Payment


                                        3


<PAGE>   10

         due on the Class A or Class B Bonds, respectively, during the period
         from such Payment Date to the date on which such amount is paid in full
         by the Issuer. Holders of the Class A or Class B Bonds are entitled to
         interest paid at the Default Rate only if the Scheduled Payment due and
         payable on such Class was not paid or advanced within five days after
         the related Payment Date. Interest paid at the Default Rate may be
         deposited either in the Central Account or the Collateral Proceeds
         Account and will be applied with other amounts in such accounts in
         accordance with the priorities set forth in the Servicing Agreement or
         this Indenture, respectively,

         (d) Principal Payments. The principal portion of each Scheduled Payment
shall be payable on the Class A and Class B Bonds on the related Payment Date in
the manner set forth on the Amortization Schedule. Principal payments (including
Prepayments) on the Bonds of each Class shall be made to the Holders of the
Bonds of such Class pro rata in the proportion that the principal balance of
each Outstanding Bond of such Class bears to the aggregate principal balance of
all Bonds of such Class.

         (e)  Prepayments and Yield Maintenance Premiums.

                  (i) Subject to Sections 5.08 and 8.02, prepayments (other than
         Directed Voluntary Prepayments) on the Bonds, including payment of the
         Release Price pursuant to a Mortgage, shall be applied (after payment
         of accrued and unpaid interest with respect to such prepaid principal)
         first to the Class A Bonds until the Class A Bonds have been paid in
         full and then to the Class B Bonds until the Class B Bonds have been
         paid in full. Prepayments (other than Directed Voluntary Prepayments
         and payments of the Release Price, both of which shall be payable on
         the related Payment Date) shall be payable on the related Special
         Payment Date.

                  (ii) On any Payment Date following the Lock-Out Period, the
         Issuer may make Directed Voluntary Prepayments to be applied on the
         Class A or Class B Bonds, in whole or in part, provided that:

                           (A) no Event of Default shall have occurred and be
                  continuing (other than an Event of Default that will be cured
                  by such Prepayment);

                           (B) the Issuer shall have given no less than 10 days'
                  prior written notice to the Indenture Trustee and the
                  Servicer, such notice to specify the Class or Classes of Bonds
                  to be prepaid and the amount of such Prepayment;

                           (C) the Issuer pays with respect to the Bonds being
                  prepaid the applicable Yield Maintenance Premium, except that
                  no Yield Maintenance Premium will be required to be paid with
                  respect to any Directed Voluntary Prepayment to be applied on
                  a Class of Bonds during the Prepayment Window;


                                       4

<PAGE>   11

                           (D) such Prepayment is not being made in connection
                  with a Release of a Mortgaged Property; and

                           (E) all amounts required to be paid by the Issuer in
                  connection with a Directed Voluntary Prepayment are received
                  by the Indenture Trustee no later than the Remittance Date for
                  the Payment Date on which the Prepayment is to be applied,
                  together with all other amounts required to be paid by the
                  Issuer on such Payment Date.

                  (iii) In connection with a Prepayment resulting from an Event
         of Loss, the portion of such Prepayment allocable to interest shall
         equal the amount necessary to pay accrued and unpaid interest on the
         portion of such Prepayment to be allocable as principal at the
         applicable Bond Interest Rate for the Class of Bonds on which the
         prepaid principal will be applied.

                  (iv) The Yield Maintenance Premium, to the extent required to
         be paid pursuant hereto or the related Mortgage in connection with a
         Directed Voluntary Prepayment or the payment of the Release Price, will
         be applied as excess interest for each Class of Bonds to which the
         prepaid principal will be applied.

         (f) Notwithstanding any of the foregoing provisions with respect to
payments of principal of and interest on the Bonds, if the Bonds have become or
been declared due and payable following an Event of Default and such
acceleration of maturity and its consequences have not been rescinded and
annulled, then payments of principal of and interest on the Bonds shall be made
in accordance with Section 5.08.

         SECTION 2.02.    DENOMINATIONS.

         The Bonds shall be issuable only as registered Bonds in the minimum
denomination of $100,000 and integral multiples of $1,000 in excess thereof.

         SECTION 2.03.    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         (a) The Bonds shall be executed on behalf of the Issuer by the
President or one of the Vice Presidents of the Issuer's General Partner. The
signature of such officer on the Bonds may be manual or facsimile.

         (b) Bonds bearing the manual or facsimile signature of an individual
who was at any time a proper officer of the General Partner shall bind the
Issuer, notwithstanding that such individual has ceased to hold such office
prior to the authentication and delivery of such Bonds or did not hold such
office at the date of such Bonds.

         (c) At any time and from time to time after the execution and delivery
of this Indenture, the Issuer may deliver Bonds executed on behalf of the Issuer
to the Indenture Trustee


                                       5

<PAGE>   12

for authentication; and the Indenture Trustee shall authenticate and deliver
such Bonds as in this Indenture provided and not otherwise.

         (d)      The form of the Indenture Trustee's certificate of
authentication is as follows:

                  This is one of the Class ___ Bonds referred to in the
                  within-mentioned Indenture.

                                            LaSalle National Bank,
                                            as Indenture Trustee


                                            By:
                                               --------------------------
                                                     Authorized Signatory

         (e) Each Bond authenticated on the Closing Date shall be dated the
Closing Date. All other Bonds which are authenticated after the Closing Date for
any other purpose hereunder shall be dated the date of their authentication.

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

         SECTION 2.04.    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         (a) The Issuer shall cause to be kept a register (the "Bond Register")
in which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Bonds and the registration of transfers of
Bonds. The Indenture Trustee is hereby initially appointed "Bond Registrar" for
the purpose of registering Bonds and transfers of Bonds as herein provided. Upon
any resignation of any Bond Registrar appointed by the Issuer, the Issuer shall
promptly appoint a successor or, in the absence of such appointment, shall
assume the duties of Bond Registrar.

         (b) At any time the Indenture Trustee is not also the Bond Registrar,
the Indenture Trustee shall be a co-Bond Registrar. The Issuer shall cause each
co-Bond Registrar to furnish the Bond Registrar promptly after each
authentication of a Bond by it appropriate information with respect thereto for
entry by the Bond Registrar into the Bond Register. If the Indenture Trustee
shall at any time not be authorized to keep and maintain the Bond Register, the
Indenture Trustee shall have the right to inspect such Bond Register at all
reasonable times and to rely conclusively upon a certificate of the Person in
charge of the Bond Register as to the


                                        6


<PAGE>   13

names and addresses of the Holders of the Bonds and the principal amounts and
numbers of such Bonds as held.

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

         (d) At the option of the Holder, Bonds may be exchanged for other Bonds
of any authorized denominations, and of a like aggregate initial principal
amount, upon surrender of the Bonds to be exchanged at such office or agency.
Whenever any Bonds are so surrendered for exchange, the Issuer shall execute,
and the Indenture Trustee shall authenticate and deliver, the Bonds that the
Bondholder making the exchange is entitled to receive.

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

         (f) Every Bond presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by the
Holder thereof or his attorney duly authorized in writing.

         (g) No service charge shall be made for any registration of transfer or
exchange of Bonds, but the Issuer or the Indenture Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge as may be
imposed in connection with any registration of transfer or exchange of Bonds,
other than exchanges pursuant to Section 2.05 not involving any transfer.

         SECTION 2.05.    MUTILATED, DESTROYED, LOST OR STOLEN BONDS.

         (a) If (1) any mutilated Bond is surrendered to the Indenture Trustee
or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Bond, and (2) there is delivered to the
Indenture Trustee such security or indemnity as may be required by the Indenture
Trustee to save each of the Issuer and the Indenture Trustee harmless, then, in
the absence of notice to the Issuer or the Indenture Trustee that such Bond has
been acquired by a bona fide purchaser, the Issuer shall execute and upon its
request the Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond or
Bonds of the same tenor and aggregate initial principal amount bearing a number
not contemporaneously outstanding. If, after the delivery of such new Bond, a
bona fide purchaser of the original Bond in lieu of which such new Bond was
issued presents for payment such original Bond, the Issuer and the Indenture
Trustee shall be entitled to recover such new Bond from the person to whom it
was delivered or any person taking therefrom,


                                        7


<PAGE>   14

except a bona fide purchaser, and shall be entitled to recover upon the security
or indemnity, provided therefor to the extent of any loss, damage, cost or
expenses incurred by the Issuer or the Indenture Trustee in connection
therewith. If any such mutilated, destroyed, lost or stolen Bond shall have
become or shall be about to become due and payable, instead of issuing a new
Bond, the Issuer may pay such Bond without surrender thereof, except that any
mutilated Bond shall be surrendered.

         (b) Upon the issuance of any new Bond under this Section, the Issuer,
the Indenture Trustee or the Bond Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee or the Bond Registrar) connected therewith.

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

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

         SECTION 2.06.    PAYMENTS ON THE BONDS.

         (a) Payments on Bonds issued as Global Bonds will be made by or on
behalf of the Indenture Trustee to DTC or its nominee. Payments on any IAI Bonds
or Definitive Bonds that are punctually paid or duly provided for by the Issuer
on the applicable Payment Date (or Special Payment Date) shall be paid to the
Person in whose name such Bond (or one or more Predecessor Bonds) is registered
at the close of business on the Record Date for such Payment Date (or Special
Payment Date) by wire transfer of immediately available funds to the account of
a Bondholder, unless such Bondholder has not either provided the Indenture
Trustee with wiring instructions in writing by five days prior to the related
Record Date or provided the Indenture Trustee with such instructions for any
previous Payment Date, in which case, payments on the Bonds will be made by
check mailed to such Person's address as it appears in the Bond Register on such
Record Date. Notwithstanding the above, the final installment of principal
payable with respect to such Bond shall be payable as provided in subsection (c)
below of this Section 2.06. A fee may be charged by the Indenture Trustee to a
Bondholder of Definitive Bonds (or IAI Bonds) for any payment made by wire
transfer. Any required payments on the Bonds not punctually paid or duly
provided for shall be payable as soon as funds are available to the Indenture
Trustee for payment thereof, or if Section 5.08 applies, pursuant to Section
5.08.


                                       8
<PAGE>   15


         (b) All reductions in the principal amount of a Bond (or one or more
Predecessor Bonds) effected by payments of installments of principal made on any
Payment Date (or Special Payment Date) shall be binding upon all Holders of such
Bond and of any Bond issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof, whether or not such payment is noted on
such Bond.

         (c) The final installment of principal of each Bond shall be payable
only upon presentation and surrender thereof on or after the Payment Date (or
Special Payment Date) therefor at the Indenture Trustee's Corporate Trust Office
or New York Presenting Office pursuant to Section 3.02. Whenever the Indenture
Trustee expects that the entire remaining unpaid principal balance of any Bond
will become due and payable on the next Payment Date (or Special Payment Date),
it shall, no later than one Business Day prior to such Payment Date (or Special
Payment Date), telecopy or hand deliver to each Person in whose name a Bond to
be so retired is registered at the close of business on such otherwise
applicable Record Date a notice to the effect that:

                   (i) the Indenture Trustee expects that funds sufficient to
         pay such final installment will be available in the Collateral Proceeds
         Account on such Payment Date (or Special Payment Date); and

                  (ii) if such funds are available, (A) such final installment
         will be payable on such Payment Date (or Special Payment Date), but
         only upon presentation and surrender of such Bond at the office or
         agency of the Indenture Trustee maintained for such purpose pursuant to
         Section 3.02 (the address of which shall be set forth in such notice)
         and (B) no interest shall accrue on such Bond after such Payment Date
         (or Special Payment Date).

         (d) Subject to the foregoing provisions of this Section, each Bond
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Bond shall carry the rights to unpaid principal and
interest and other amounts that were carried by such other Bond. Any checks
mailed pursuant to subsection (a) of this Section 2.06 and returned undelivered
shall be held in accordance with Section 3.03.

         (e) Not later than each Payment Date, the Indenture Trustee shall
prepare a statement (a "Payment Date Statement") with respect to such Payment
Date setting forth:

               (i) the amount of Scheduled Payments allocable as interest and
          principal to the Class A Bonds and Class B Bonds on such Payment Date;

               (ii) the amount of interest actually paid to Class A Bondholders
          and Class B Bondholders on such Payment Date;


                                       9


<PAGE>   16

                 (iii) the amount of principal actually paid to Class A
         Bondholders and Class B Bondholders on such Payment Date and the
         principal balance of the Outstanding Class A Bonds and Class B Bonds
         after giving effect to such payments;

                  (iv) the aggregate amount of P&I Advances included in such
         payments described in clauses (ii) and (iii) and the aggregate amount
         of unreimbursed P&I Advances and Property Protection Advances at the
         close of business on the related Determination Date (as reported by the
         Servicer to the Indenture Trustee);

                   (v) the amount of Indenture Trustee Fees (including
         co-trustee fees payable hereunder) and Servicing Fees (as reported by
         the Servicer) payable with respect to such Payment Date and any such
         fees accrued but unpaid as of the related Determination Date;

                  (vi) the amount, if any, withdrawn from the Central Account
         (as reported by the Servicer) or the Collateral Proceeds Account and
         paid to the Indenture Trustee, the Fiscal Agent or the Servicer as
         reimbursement for Advances, plus Advance Interest paid thereon on or
         prior to the related Determination Date, to the extent not previously
         reported;

                 (vii) the aggregate amount of Directed Voluntary Prepayments
         and Release Price payments made on such Payment Date and any other
         Prepayments made on a Special Payment Date (and any interest thereon)
         to the extent not previously reported;

                (viii) the amount of any Yield Maintenance Premiums paid to the
         Class A Bonds and Class B Bonds with respect to such Payment Date;

                  (ix) as reported by the Servicer to the Indenture Trustee, the
         amount of (A) any withdrawals from the FF&E Reserve Sub-Account on or
         prior to the related Determination Date, to the extent not previously
         reported, (B) any costs for FF&E Replacements submitted to the Servicer
         for reimbursement by the Issuer but unreimbursed as of the related
         Determination Date, and (C) funds remaining in the FF&E Reserve
         Sub-Account as of the related Determination Date;

                   (x) as reported by the Servicer to the Indenture Trustee, the
         amount of (A) any funds released from the Loss Proceeds Account to the
         Issuer on or prior to the related Determination Date for the purpose of
         Restorations or otherwise (as indicated therein), to the extent not
         previously reported, (B) funds remitted to the Collateral Proceeds
         Account from the Loss Proceeds Account on or prior to the related
         Determination Date, to the extent not previously reported, and (C)
         funds, if any, in the Loss Proceeds Account as of the related
         Determination Date; and

                  (xi) the amount, if any, released to the Issuer from the
         Central Account on such Payment Date on or prior to the related
         Determination Date, as reported by the Servicer to the Indenture
         Trustee, to the extent not previously reported.


                                       10

<PAGE>   17

                  In the case of information furnished pursuant to clauses (i),
(ii) and (iii) above, the amounts may be expressed as a dollar amount per $1,000
denomination of Bonds.

         (f) On each Payment Date, the related Payment Date Statement will be
delivered by the Indenture Trustee only in the event it receives the related
Servicer report in the form and by the time required under Section 3.06 of the
Servicing Agreement. On each Payment Date, the related Payment Date Statement
shall be delivered by the Indenture Trustee to the Issuer, DTC, and the Rating
Agency and shall also be delivered to each Bondholder as the statement required
pursuant to Section 8.05. The Indenture Trustee shall have no responsibility to
recalculate, verify or recompute information contained in any such Servicer's
report.

         (g) No later than the second Business Day preceding each Payment Date
occurring in the second month of each calendar quarter, the Issuer shall deliver
to the Servicer and the Indenture Trustee an unaudited report substantially in
the form of Exhibit H completed to reflect the information required thereon for
the twelve months ended at the end of the immediately preceding calendar
quarter. On each such Payment Date, such report will be delivered by the
Indenture Trustee to each Bondholder and the Rating Agency; provided, however,
that such report shall only be delivered by the Indenture Trustee in the event
it receives such report in the form and by the time required under this Section
2.06(g). The Indenture Trustee shall have no responsibility to recalculate,
verify or recompute information contained in any such report.

         (h) Within a reasonable period of time after the end of each calendar
year, the Indenture Trustee will be required to furnish to each person who at
any time during the calendar year was a Bondholder a statement containing the
information set forth in paragraph (e) above, aggregated for such calendar year
or the applicable portion thereof during which such person was a Bondholder.
Such obligation will be deemed to have been satisfied to the extent that
substantially comparable information is provided pursuant to any requirements of
the Code as are from time to time in force.

         SECTION 2.07.    PERSONS DEEMED OWNERS.

         Prior to due presentment for registration of transfer of any Bond, the
Issuer, the Indenture Trustee, any Agent and any other agent of the Issuer or
the Indenture Trustee may treat the Person in whose name any Bond is registered
as the owner of such Bond (a) on the applicable Record Date for the purpose of
receiving required payments on such Bond and (b) on any other date for all other
purposes whatsoever, and neither the Issuer, the Indenture Trustee, any Agent
nor any other agent of the Issuer or the Indenture Trustee shall be affected by
notice to the contrary.

         SECTION 2.08.    CANCELLATION.

         All Bonds surrendered for payment, registration of transfer or exchange
shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly canceled by it. The
Issuer may at any time deliver to the Indenture


                                       11

<PAGE>   18

Trustee for cancellation any Bond previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Bonds so delivered shall be promptly canceled by the Indenture Trustee. No Bonds
shall be authenticated in lieu of or in exchange for any Bonds canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Bonds held by the Indenture Trustee shall be held by the Indenture
Trustee in accordance with its standard retention policy, unless the Issuer
shall direct by an Issuer Order that they be destroyed or returned to it.

         SECTION 2.09.    AUTHENTICATION AND DELIVERY OF BONDS.

         The Bonds may be executed by the Issuer and delivered to the Indenture
Trustee for authentication, and thereupon the same shall be authenticated and
delivered by the Indenture Trustee, upon Issuer Request and upon receipt by the
Indenture Trustee of the following:

                  (a) an Officer's Certificate evidencing the authorization of
         the execution and delivery of this Indenture and the execution,
         authentication and delivery of the Bonds, and specifying the Stated
         Maturity, the principal amount and the Bond Interest Rate of each Class
         of Bonds to be authenticated and delivered; and

                  (b) one or more Opinions of Counsel (upon which the Indenture
         Trustee may rely) regarding conditions precedent relating to the
         authentication and delivery of the Bonds, which Opinions of Counsel
         shall be reasonably satisfactory in form and substance to the Indenture
         Trustee.

                  In rendering the opinions set forth above, such counsel may
         rely upon officer's certificates of the General Partner, the Issuer,
         the Servicer, and the Indenture Trustee, without independent
         confirmation or verification with respect to factual matters relevant
         to such opinions.

                  (c) an Officers' Certificate complying with the requirements
         of Section 10.01 and stating that:

                           (i) the Issuer is not in Default under this Indenture
                   and the issuance of the Bonds will not result in any breach
                   of any of the terms, conditions or provisions of, or
                   constitute a default under, the Issuer's Certificate of
                   Limited Partnership or Partnership Agreement or any
                   indenture, mortgage, deed of trust or other agreement or
                   instrument to which the Issuer is a party or by which it is
                   bound, or any order of any court or administrative agency
                   entered in any proceeding to which the Issuer is a party or
                   by which it may be bound or to which it may be subject, and
                   that all conditions precedent provided in this Indenture
                   relating to the authentication and delivery of the Bonds have
                   been complied with;


                                       12
<PAGE>   19

                           (ii) the information set forth in the schedule
                  attached as Schedule A to this Indenture is correct; and

                           (iii) attached thereto is a true and correct copy of
                  a letter signed by the Rating Agency confirming that the Class
                  A Bonds have been rated "AA" and the Class B Bonds have been
                  rated "A" by such Rating Agency.

         SECTION 2.10.    FORMS OF BONDS.

         (a) The Bonds shall be in substantially the form set forth on Exhibit A
attached hereto with such insertions, omissions, substitutions and other
variations as are required or permitted hereunder, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be necessary or desirable as determined by the officers executing
such Bonds, as evidenced by their execution thereof. Only the Global Bonds will
contain the first paragraph of Exhibit A.

         (b) Bonds sold within the United States to investors that are
Institutional Accredited Investors, but that are not QIBs, will be issued and
registered in certificated form as IAI Bonds. Upon the written request of a QIB
that is purchasing a Bond on the Closing Date, such purchaser may obtain a Bond
in definitive, certificated form (a "Definitive Bond") rather than through the
facilities of DTC. The Definitive Bonds and the IAI Bonds may be produced in any
manner determined by the officers executing such Bonds, as evidenced by their
execution thereof.

         (c) Except as set forth in paragraph (b) above, Bonds of each Class
sold within the United States to QIBs will be represented initially by a single
Global Bond in definitive, fully registered form without interest coupons (a
"Rule 144A Global Bond") and will be registered in the name of DTC or its
nominee, and deposited with the Indenture Trustee as custodian for DTC. The
aggregate principal amount of the Rule 144A Global Bond may be increased or
decreased from time to time by adjustments made on the books and records of the
Indenture Trustee and DTC or its nominee, as hereinafter provided.

         (d) Bonds of each Class sold in offshore transactions in reliance on
Regulation S initially will be represented by a single Global Bond in
definitive, fully registered form without interest coupons (each, a "Regulation
S Temporary Global Bond") and will be deposited on behalf of the subscribers
therefor with the Indenture Trustee as custodian for DTC. The Regulation S
Temporary Global Bond will be registered in the name of DTC or its nominee, for
credit to the subscribers' respective accounts at Euroclear or CEDEL. Beneficial
interests in the Regulation S Temporary Global Bond may be held only through
Euroclear or CEDEL. The aggregate principal amount of the Regulation S Temporary
Global Bond may be increased or decreased from time to time by adjustments made
on the books and records of the Indenture Trustee and DTC or its nominee, as
hereinafter provided.

         Within a reasonable period of time after the expiration of the 40-day
restricted period referred to in Rule 903(c)(3) of Regulation S (the "40-day
restricted period"), the Regulation S


                                       13


<PAGE>   20

Temporary Global Bond will be exchanged for another Global Bond registered in
the name of DTC or its nominee, and deposited with the Indenture Trustee as
custodian for DTC (the "Regulation S Permanent Global Bond"), but only upon
delivery of certifications of compliance in the form of Exhibit B and Exhibit C
(the "Regulation S Exchange Certificates"). Investors that hold beneficial
interests in the Regulation S Permanent Global Bond may hold such interests
through CEDEL, Euroclear or other organizations that are participants in the DTC
system. The aggregate principal amount of the Regulation S Permanent Global Bond
may be increased or decreased from time to time by adjustments made on the books
and records of the Indenture Trustee and DTC or its nominee, as hereinafter
provided.

         (e) The Indenture Trustee shall deal with DTC and Participants as
representatives of the Bond Owners of such Bonds for purposes of exercising the
rights of Bondholders hereunder. Each required payment on a Global Bond shall be
paid to DTC, which shall credit the amount of such payments to the account of
its Participants in accordance with its normal procedures. Each Participant
shall be responsible for disbursing such payments to the Bond Owners of the
Global Bonds 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 Bond
Owners of the Global Bonds that it represents. All such credits and
disbursements are to be made by DTC and the Participants in accordance with the
provisions of the Bonds. None of the Indenture Trustee, the Bond Registrar, if
any, the Issuer, or any Agents shall have any responsibility therefore except as
otherwise provided by applicable law. Requests and directions from, and votes
of, such representatives shall not be deemed to be inconsistent if they are made
with respect to different Bond Owners.

         SECTION 2.11.    TERMINATION OF BOOK-ENTRY SYSTEM.

         (a) The book-entry system through DTC with respect to the Global Bonds
may be terminated upon the happening of any of the following:

                   (i) DTC or the Issuer advises the Indenture Trustee that DTC
         is no longer willing or able properly to discharge its responsibilities
         under the Letter Agreement (attached as Exhibit D) and the Issuer is
         unable to locate a qualified successor clearing agency satisfactory to
         the Indenture Trustee and the Issuer;

                  (ii) The Issuer, in its sole discretion but with the consent
         of the Indenture Trustee, elects to terminate the book-entry system by
         notice to DTC and the Indenture Trustee; or

                 (iii) After the occurrence of an Event of Default (at which
         time the Indenture Trustee shall use all reasonable efforts to promptly
         notify each Bond Owner through DTC of such Event of Default) when such
         notice shall be given pursuant to Section 6.02, the Bond Owners of a
         majority in principal balance of the Outstanding Global Bonds advise
         the Indenture Trustee in writing, through the related Participants and
         DTC, that the continuation of a book-entry system through DTC to the
         exclusion of any Definitive


                                       14


<PAGE>   21

         Bonds being issued to any person other than DTC or its nominee is no
         longer in the best interests of the Bond Owners.

         (b) Upon the occurrence of any event described in subsection (a) above,
the Indenture Trustee shall use all reasonable efforts to notify all Bond
Owners, through DTC, of the occurrence of such event and of the availability of
Definitive Bonds to Bond Owners requesting the same, in an aggregate current
principal balance of the Outstanding Bonds representing the interest of each,
making such adjustments and allowances as it may find necessary or appropriate
as to accrued interest. Definitive Bonds shall be issued only upon surrender to
the Indenture Trustee of the Global Bond(s) by DTC, accompanied by registration
instructions for the Definitive Bonds. Neither the Issuer nor the Indenture
Trustee 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.
Upon issuance of the Definitive Bonds, all references herein to obligations
imposed upon or to be performed by DTC shall cease to be applicable and the
provisions relating to Definitive Bonds shall be applicable.

         SECTION 2.12.    GENERAL RESTRICTIONS ON TRANSFERS.

         (a) The Bonds will not be registered under the 1933 Act, or any state
securities or "blue sky" laws, and none of the Indenture Trustee, the Issuer,
the Placement Agent nor the Servicer are under any obligation to register or
qualify the Bonds under the 1933 Act or any state securities laws or to provide
registration rights to any purchaser. No sale, pledge or other transfer of any
Bond or any beneficial interest therein may be made by any person unless such
sale, pledge or other transfer is made (i) pursuant to an effective registration
statement under the 1933 Act and effective registration or qualification under
applicable state securities laws, or (ii) (A) to QIBs in transactions complying
with the requirements of Rule 144A, (B) to Institutional Accredited Investors
who sign an agreement substantially in the form of Exhibit E hereto (a
"Transferee Agreement"), or (C) in transactions outside the United States
complying with the provisions of Regulation S.

         (b) Each Person who becomes a Bondholder or a Bond Owner will be deemed
to have agreed to indemnify the Issuer, the Placement Agent, the Indenture
Trustee, the Fiscal Agent and the Servicer against any liability that may result
if such holder transfers such Bond or interest in a manner that is not exempt or
in accordance with applicable federal, state and foreign securities laws. In
addition, each Bondholder and Bond Owner that does not execute a Transferee
Agreement shall be deemed to have represented and warranted as follows:

                   (i) It is purchasing the Bonds for its own account or an
         account with respect to which it exercises sole investment discretion,
         and (A) it or such account is (1) a QIB, and, except with respect to
         the initial purchaser, is aware that the sale to it is being made in
         reliance on Rule 144A; (2) an Institutional Accredited Investor, or (3)
         not a U.S. Person for purposes of the 1933 Act and is acquiring the
         Bond pursuant to Regulation S, and (B) in the case of each of (1)
         through (3), it is acquiring such Bonds for investment and not with a
         view to, or for offer and sale in connection with, any


                                       15
<PAGE>   22

         distribution (within the meaning of the 1933 Act) or fractionalization
         thereof or with any intention of reselling the Bonds or any part
         thereof, subject to any requirement of law that the disposition of its
         property or the property of such investor account or accounts be at all
         times within its or their control and subject to its or their ability
         to resell such Bonds pursuant to Rule 144A, Regulation S, or any other
         exemption from registration available under the 1933 Act.

                  (ii) It acknowledges that the Bonds have not been and will not
         be registered under the 1933 Act or any state securities law and may
         not be sold except as permitted below.

                 (iii) It agrees that (i) if it should transfer the Bonds within
         three years after the later of the original issuance of the Bonds or
         the sale thereof by an affiliate of the Issuer (computed in accordance
         with paragraph (d) of Rule 144 under the 1933 Act) or if it was at the
         date of such transfer or during the three months preceding such date of
         transfer an affiliate of the Issuer, it will do so in compliance with
         any applicable state securities or "Blue Sky" laws and only (a) to the
         Issuer, (b) in accordance with Rule 144A, (c) outside the United States
         in compliance with Rule 904 of Regulation S under the 1933 Act, or (d)
         to an Institutional Accredited Investor, but only if, in connection
         with any transfer pursuant to clause (d), a certificate in the form
         attached as an exhibit to the Indenture is delivered by the transferee
         to the Indenture Trustee, and (ii) it will give the transferee notice
         of these restrictions on resale of the Bonds.

                  (iv) It understands that each Bond, unless otherwise agreed to
         by the Issuer and the holder thereof, will bear a legend to the
         following effect:

                            THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED
                      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
                      ACT"). THE HOLDER HEREOF, BY PURCHASING THIS BOND, AGREES
                      FOR THE BENEFIT OF THE ISSUER AND THE INDENTURE TRUSTEE
                      THAT THIS BOND MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE
                      TRANSFERRED (X) PRIOR TO THE THIRD ANNIVERSARY OF THE
                      LATER OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR BOND
                      HERETO) OR THE SALE HEREOF (OR ANY PREDECESSOR BOND) BY
                      THE ISSUER OR ANY AFFILIATE OF THE ISSUER (COMPUTED IN
                      ACCORDANCE WITH PARAGRAPH (D) OF RULE 144 UNDER THE 1933
                      ACT) OR (Y) BY AN AFFILIATE OF THE ISSUER OR BY ANY HOLDER
                      THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE
                      THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN
                      EITHER CASE, OTHER THAN (1) TO THE ISSUER, (2) TO A PERSON
                      WHO THE ISSUER REASONABLY BELIEVES IS A QUALIFIED
                      INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
                      THE 1933 ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
                      ACCOUNT OF A QUALIFIED


                                       16

<PAGE>   23

                      INSTITUTIONAL BUYER OVER WHICH IT EXERCISES SOLE
                      INVESTMENT DISCRETION THAT IS AWARE THAT THE RESALE,
                      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
                      144A, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN
                      ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT AND (4) TO
                      AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR"
                      WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
                      UNDER THE 1933 ACT, AND IN CONNECTION WITH ANY TRANSFER
                      PURSUANT TO CLAUSE (3) OR (4), A TRANSFEREE AGREEMENT IN
                      THE FORM ATTACHED TO THE INDENTURE IS DELIVERED TO THE
                      INDENTURE TRUSTEE.

                   (v) It has received the information, if any, requested by it,
         has had full opportunity to review such information, and has received
         all additional information necessary to verify such information.

                  (vi) It (i) is able to fend for itself in the transactions
         contemplated by the Memorandum; (ii) has such knowledge and experience
         in financial and business matters as to be capable of evaluating the
         merits and risks of its prospective investment in the Bonds; and (iii)
         has the ability to bear the economic risks of its prospective
         investment and can afford the complete loss of such investment.

                 (vii) It understands that the Issuer, the Indenture Trustee,
         the Fiscal Agent, the Servicer, the Placement Agent and others will
         rely upon the truth and accuracy of the foregoing acknowledgments,
         representations and agreements and agrees that if any of the
         acknowledgments, representations, or warranties deemed to have been
         made by it by its purchase of the Bonds are no longer accurate, it
         shall promptly notify the Issuer. If it is acquiring any Bonds as
         fiduciary or agent for one or more investor accounts, it represents
         that it has sole investment discretion with respect to each such
         account and that it has full power to make the foregoing
         acknowledgments, representations and agreements on behalf of such
         account.

         SECTION 2.13.    TRANSFERS OF BONDS FROM ONE FORM TO ANOTHER.

         (a) Global to Definitive or IAI Bonds. If a Bond Owner who holds a
beneficial interest in a Rule 144A Global Bond or Regulation S Permanent Global
Bond proposes to transfer a Bond (i) within the United States otherwise than
pursuant to Rule 144A and the date of such proposed transfer is prior to three
years after the later of the date of original issuance of the Bonds (or any
predecessor of such Bond) or the sale of such Bond (or any predecessor of such
Bond) by the Issuer or an Affiliate of the Issuer, or (ii) the proposed
transferee wishes to hold such Bond in definitive, certificated form, then such
Bond Owner must obtain the consent of the Indenture Trustee to the transfer. The
Indenture Trustee shall consent to such transfer if the proposed transferor
provides a transfer certificate substantially in the form of Exhibit F hereto
and the transferee delivers an executed Transferee Agreement to the Indenture


                                       17


<PAGE>   24

Trustee no later than 30 days prior to the date on which the transfer is to be
effectuated and reflected in the Bond Register. After approval of the transfer,
the Issuer will cause the requested IAI Bonds (in the case of clause (i) above)
or Definitive Bonds (in the case of clause (ii) above), to be prepared for
execution and delivery, and the Indenture Trustee shall authenticate such Bond
in accordance with this Indenture. Subject to DTC's customary procedures, the
Indenture Trustee shall cause the Bond Owner's interest in the Bonds held by DTC
to be reduced in an amount equal to the aggregate principal amount of the Bond
being transferred (and shall cause the Rule 144A Global Bond or the Regulation S
Permanent Global Bond, as applicable, held by DTC to be modified or substituted
for accordingly) and a Definitive Bond or IAI Bond in an equal aggregate
principal amount registered in the name of the transferee shall be delivered to
such transferee. Thereafter, such transferee shall be recognized as a Bondholder
under the Indenture. In all cases, Definitive Bonds or IAI Bonds delivered in
exchange for any beneficial interests therein will be registered in the names,
and issued in any approved denominations, requested by DTC.

         Regulation S Temporary Global Bonds may not be exchanged for, or
transferred to a Person who takes delivery in the form of, IAI Bonds or
Definitive Bonds.

         (b) Definitive or IAI to Global Bonds. If a Bondholder that holds a
Definitive Bond or an IAI Bond wishes to transfer such Bond pursuant to Rule
144A and the proposed transferee is a QIB that wishes to hold such Bond through
DTC, then, upon written request of such Bondholder 30 days in advance,
accompanied by a certificate in the form of Exhibit G hereto (the "Rule 144A
Certificate"), and subject to the rules and procedures of DTC and, if
applicable, Euroclear or CEDEL, the Indenture Trustee shall arrange for such
Bond to be represented by a Rule 144A Global Bond registered to DTC. If a
Bondholder that holds a Definitive Bond or IAI Bond wishes to transfer such Bond
pursuant to Regulation S and the proposed transferee is a Person other than a
U.S. Person that wishes to hold such Bond through DTC, then, upon written
request (by presentation of a transfer certificate in the form of Exhibit F) of
such Bondholder 30 days in advance, subject to the rules and procedures of DTC
and, if applicable, Euroclear or CEDEL, the Indenture Trustee shall arrange for
such Bond to be represented by a Regulation S Permanent Global Bond (or, if the
Regulation S Temporary Global Bond has not been exchanged for the Regulation S
Permanent Global Bond, a Regulation S Temporary Global Bond) registered to DTC.

         (c) Global to Another Global. A beneficial interest in a Regulation S
Permanent Global Bond may be transferred to a person who takes delivery in the
form of an interest in a Rule 144A Global Bond, subject to the rules and
procedures of DTC and Euroclear or CEDEL and upon receipt by the Indenture
Trustee of a transfer certificate in the form of Exhibit F from the transferor.
A beneficial interest in a Rule 144A Global Bond may be transferred to a person
who takes delivery in the form of an interest in a Regulation S Temporary Global
Bond or, after the 40-day restricted period described in 903(c)(3) of Regulation
S, Regulation S Permanent Global Bond, subject to the rules and procedures of
DTC and upon receipt by the Indenture Trustee of a transfer certificate in the
form of Exhibit F.


                                       18

<PAGE>   25



         A beneficial interest in a Regulation S Temporary Global Bond may not
be transferred to a person who takes delivery in the form of an interest in a
Rule 144A Global Bond. A Regulation S Temporary Global Bond may be exchanged for
a Regulation S Permanent Bond in accordance with Section 2.10(d).

         Any beneficial interest in one of the Global Bonds that is transferred
to a person who takes delivery in the form of an interest in another Global Bond
will, upon transfer, cease to be an interest in such Global Bond and become an
interest in the other Global Bond and, accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interests in such other Global Bond for as long as it remains such an interest.


                                  ARTICLE III.

                                  COVENANTS

         SECTION 3.01.    PAYMENT OF BONDS.

         The Issuer will pay or cause to be duly and punctually paid the
principal of, and interest and other amounts on, the Bonds in accordance with
the terms of the Bonds and this Indenture. The Bonds shall be non-recourse
obligations of the Issuer and shall be limited in right of payment to amounts
available from the Trust Estate as provided in this Indenture and neither the
Issuer nor any other Person shall otherwise be liable for payments on the Bonds
except as expressly provided under the Loan Documents. If any other provision of
this Indenture conflicts or is deemed to conflict with the provisions of this
Section 3.01, the provisions of this Section 3.01 shall control.

         SECTION 3.02.    MAINTENANCE OF OFFICE OR AGENCY.

         The Issuer will cause the Indenture Trustee to maintain an office or
agency as a location where Bonds may be surrendered for registration of transfer
or exchange, and where notices and demands to or upon the Issuer in respect of
the Bonds and this Indenture may be served. The Indenture Trustee has appointed
its Corporate Trust Office, or in the alternative, its New York Presenting
Office as the presenting agent for such purpose and for the purpose of
presentment or surrender for payment of the Bonds and such agency shall be
maintained at the Indenture Trustee's expense.

         The Issuer may also from time to time at its own expense designate one
or more other offices or agencies (in or outside the City of New York) where the
Bonds may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that (i) no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain an office or agency in the Borough of Manhattan, the City
of New York, the State of New York, for the purposes set forth in the preceding
paragraph, (ii) presentations or surrenders of Bonds for payment may be made
only in the City of New


                                       19


<PAGE>   26

York, the State of New York and (iii) any designation of an office or agency for
payment of Bonds shall be subject to Section 3.03. The Issuer will give prompt
written notice to the Indenture Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

         SECTION 3.03.    MONEY FOR BOND PAYMENTS TO BE HELD IN TRUST.

         (a) All payments of amounts due and payable with respect to any Bonds
which are to be made from amounts withdrawn from the Collateral Proceeds Account
pursuant to Section 8.02(c) or 8.02(d) or Section 5.08 shall be made on behalf
of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so
withdrawn from the Collateral Proceeds Account for payments of Bonds shall be
paid over to the Issuer under any circumstances except as provided in this
Section 3.03 or in Section 5.08 or 8.02(e).

         (b) If the Issuer shall have a Paying Agent that is not also the Bond
Registrar, it shall furnish, or cause the Bond Registrar to furnish, no later
than one Business Day after each Record Date, a list, in such form as such
Paying Agent may reasonably require, of the names and addresses of the Holders
of Bonds and of the Class and principal balance of the Bonds held by each such
Holder.

         (c) Whenever the Issuer shall have a Paying Agent other than the
Indenture Trustee, it will, on or before the Business Day next preceding each
Payment Date (or Special Payment Date) direct the Indenture Trustee to deposit
with such Paying Agent an aggregate sum sufficient to pay the amounts then
becoming due (to the extent funds are then available for such purpose in the
Collateral Proceeds Account), such sum to be held in trust for the benefit of
the Persons entitled thereto. Any moneys deposited with a Paying Agent in excess
of an amount sufficient to pay the amounts then becoming due on the Bonds with
respect to which such deposit was made shall, upon Issuer Order, be paid over by
such Paying Agent to the Indenture Trustee for application in accordance with
Article VIII.

         (d) Any Paying Agent other than the Indenture Trustee shall be
appointed by Issuer Order and at the expense of the Issuer. The Issuer shall not
appoint any Paying Agent (other than the Indenture Trustee) which is not, at the
time of such appointment, a depository institution or trust company whose
obligations would be Permitted Investments pursuant to clause (b) of the
definition of the term "Permitted Investments." The Issuer will cause each
Paying Agent other than the Indenture Trustee to execute and deliver to the
Indenture Trustee an instrument in which such Paying Agent shall agree with the
Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby
so agrees), subject to the provisions of this Section, that such Paying Agent
will:

                   (i) allocate all sums received for payment to the Holders of
         Bonds on each Payment Date (and Special Payment Date) among such
         Holders in the proportion specified in the applicable Payment Date
         Statement, in each case to the extent permitted by applicable law;


                                       20


<PAGE>   27

                  (ii) hold all sums held by it for the payment of amounts due
         with respect to the Bonds in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

                 (iii) if such Paying Agent is not the Indenture Trustee,
         immediately resign as a Paying Agent and forthwith pay to the Indenture
         Trustee all sums held by it in trust for the payment of the Bonds if at
         any time it ceases to meet the standards set forth above required to be
         met by a Paying Agent at the time of its appointment;

                  (iv) if such Paying Agent is not the Indenture Trustee, give
         the Indenture Trustee notice of any Default by the Issuer (or any other
         obligor upon the Bonds) in the making of any payment required to be
         made with respect to any Bonds for which it is acting as Paying Agent;

                   (v) if such Paying Agent is not the Indenture Trustee, at any
         time during the continuance of any such Default, upon the written
         request of the Indenture Trustee, forthwith pay to the Indenture
         Trustee all sums so held in trust by such Paying Agent; and

                  (vi) comply with all requirements of the Code, and all
         regulations thereunder, with respect to the withholding taxes from any
         payments made by it on any Bonds of any applicable withholding taxes
         imposed thereon and with respect to any applicable reporting
         requirements in connection therewith; provided, however, that with
         respect to withholding and reporting requirements applicable to
         original issue discount (if any) on any of the Bonds, the Issuer has
         provided the calculations pertaining thereto to the Indenture Trustee.

         (e) The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or any other purpose, by Issuer
Order direct any Paying Agent, if other than the Indenture Trustee, to pay to
the Indenture Trustee all sums held in trust by such Paying Agent, such sums to
be held by the Indenture Trustee upon the same trusts as those upon which such
sums were held by such Paying Agent; and upon such payment by any Paying Agent
to the Indenture Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

         (f) Any money held by the Indenture Trustee or any Paying Agent in
trust for the payment of any amount due with respect to any Bond and remaining
unclaimed for two and one-half years after such amount has become due and
payable to the Holder of such Bond (or if earlier, three months before the date
on which such amount would escheat to a governmental entity under applicable
law) shall be discharged from such trust and paid to the Issuer; and the Holder
of such Bond shall thereafter, as an unsecured general creditor, look only to
the Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Indenture Trustee or such Paying Agent
with respect to such trust money shall thereupon


                                       21

<PAGE>   28

cease. The Indenture Trustee may adopt and employ, at the expense of the Issuer,
any reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Holders whose right to interest
in moneys due and payable but not claimed is determinable from the records of
the Indenture Trustee or any Agent, at the last address of record for each such
Holder).

         SECTION 3.04.    PROTECTION OF TRUST ESTATE.

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

                  (i) Grant more effectively all or any portion of the Trust
         Estate;

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

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

                  (iv) preserve and defend title to the Trust Estate and the
         rights of the Indenture Trustee, and of the Bondholders, in the
         Mortgages and the other property held as part of the Trust Estate
         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 3.04; provided, however,
that such designation shall not be deemed to create a duty in the Indenture
Trustee to monitor the compliance of the Issuer with the foregoing covenants;
and provided further, however, that the duty of the Indenture Trustee to execute
any instrument required pursuant to this Section 3.04 shall arise only if the
Indenture Trustee has knowledge pursuant to Section 6.01(d) of the occurrence of
a failure of the Issuer to comply with the provisions of this Section 3.04.

         (b) The Indenture Trustee shall not remove any portion of the Trust
Estate that consists of money or is evidenced by an instrument, certificate or
other writing from the jurisdiction in which it was held, or to which it is
intended to be removed, as described in the Opinion of Counsel delivered at the
Closing Date pursuant to Section 2.09(b), or cause or permit ownership or the
pledge of any portion of the Trust Estate that consists of book-entry securities
to be recorded on the books of a Person located in a different jurisdiction from
the jurisdiction in which such ownership or pledge was recorded at such time
unless the Indenture Trustee shall have first received an Opinion of Counsel (at
the Issuer's expense) to the effect that the lien and security interest created
by this Indenture with respect to such property will continue to be maintained
after giving effect to such action or actions.


                                       22


<PAGE>   29

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

         SECTION 4.01.    SATISFACTION AND DISCHARGE OF INDENTURE.

         (a) This Indenture shall cease to be of further effect except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Bonds, (iii) the rights of Bondholders to receive
payments of principal thereof and interest thereon, (iv) the rights, obligations
and immunities of the Indenture Trustee hereunder and (v) the rights of
Bondholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee and payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture whenever
the following conditions shall have been satisfied:

                  (i) either

                           (1) all Bonds theretofore authenticated and delivered
                  (other than (i) Bonds which have been destroyed, lost or
                  stolen and which have been replaced or paid as provided in
                  Section 2.05, and (ii) Bonds for whose payment money has
                  theretofore been deposited in trust and thereafter repaid to
                  the Issuer, as provided in Section 3.03) have been delivered
                  to the Indenture Trustee for cancellation; or

                           (2) all Bonds not theretofore delivered to the
                  Indenture Trustee for cancellation

                                    (A) have become due and payable, or

                                    (B) will become due and payable at the
                           Stated Maturity within one year,

         and the Issuer, in the case of clauses (2)(A) or (2)(B) above, has
         deposited or caused to be deposited with the Indenture Trustee, in
         trust for such purpose, cash or government securities (as such term is
         defined under Section 2(16) of the Investment Company Act of 1940, as
         amended) sufficient to pay and discharge the entire indebtedness on
         such Bonds not theretofore delivered to the Indenture Trustee for
         cancellation, for principal and interest to the Maturity of the Bonds
         and in the case of Bonds that were not paid at their Stated Maturity,
         for all overdue principal and all interest payable on such Bonds to the
         next succeeding Payment Date therefor; and

                  (ii) the Issuer has paid or caused to be paid all other sums
         payable hereunder by the Issuer; and


                                       23


<PAGE>   30

                  (iii)    the Issuer has delivered to the Indenture Trustee an
         Officers' Certificate and an Opinion of Counsel satisfactory in form
         and substance to the Indenture Trustee each stating that all conditions
         precedent herein providing for the satisfaction and discharge of this
         Indenture have been complied with;

then this Indenture and the lien, rights and interests created hereby and
thereby shall cease to be of further effect, and the Indenture Trustee and each
co-trustee and Class B Trustee, if any, then acting as such hereunder shall, at
the expense of the Issuer, execute and deliver all such instruments as may be
necessary to acknowledge the satisfaction and discharge of this Indenture and
shall pay, or assign or transfer and deliver, to the Issuer or upon Issuer Order
all cash, securities and other property held by it as part of the Trust Estate
remaining after satisfaction of the conditions set forth in clauses (i) and (ii)
above.

         (b) Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Issuer under Section 6.07 and the obligations of the
Indenture Trustee to the Holders of Bonds under Section 4.02 shall survive.

         SECTION 4.02.    APPLICATION OF TRUST MONEY.

         All cash or government securities and proceeds therefrom deposited with
the Indenture Trustee pursuant to Sections 3.03 and 4.01 shall be held in trust
and applied by it, in accordance with the provisions of the Bonds and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Persons entitled thereto, of the
principal and interest for whose payment such cash or government securities and
proceeds therefrom has been deposited with the Indenture Trustee.


                                   ARTICLE V.

                              DEFAULTS AND REMEDIES

         SECTION 5.01.    EVENTS OF DEFAULT.

         "Event of Default", wherever used herein with respect to Bonds issued
hereunder, shall have the meaning ascribed to the term in the Glossary attached
hereto as Annex I.

         SECTION 5.02.    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         (a) If an Event of Default occurs and is continuing, then and in every
such case the Indenture Trustee or the Holders of Bonds representing not less
than 25% of the principal balance of the Outstanding Bonds may declare the Bonds
to be immediately due and payable by a notice in writing to the Issuer (and to
the Indenture Trustee if given by Bondholders), and upon any such declaration,
the Bonds, in an amount equal to the principal balance of the


                                       24


<PAGE>   31

Outstanding Bonds, together with accrued and unpaid interest and any other
amounts due thereon to the date of such acceleration, shall become immediately
due and payable.

         (b) At any time after such a declaration of acceleration of Maturity of
the Bonds pursuant to paragraph (a) of this Section 5.02 has been made and
before a judgment or decree for payment of the money due has been obtained by
the Indenture Trustee as hereinafter in this Article provided, the Holders of
Bonds representing more than 50% of the principal balance of the Outstanding
Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind
and annul such declaration and its consequences if:

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

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

                           (2) all unreimbursed Advances by the Fiscal Agent,
                  the Indenture Trustee and the Servicer under the Servicing
                  Agreement (together with Advance Interest thereon) and all
                  amounts due the Indenture Trustee pursuant to Section 6.07(a)
                  and all amounts due the Servicer under the Servicing
                  Agreement; and

                  (B) all Events of Default, other than the nonpayment of the
         principal of Bonds that have become due solely by such acceleration,
         have been cured or waived as provided in Section 5.15; or

                  (ii) an election is made to act in accordance with the
         provisions of Section 5.05 with respect to the Event of Default that
         gave rise to such declaration.

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

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

         Subject to the provisions of Section 3.01 and the following sentence,
if an Event of Default occurs and is continuing, the Indenture Trustee (or the
Servicer on its behalf) may in its discretion, subject to Section 5.05, proceed
to protect and enforce its rights and the rights of the Bondholders by any
Proceedings the Indenture Trustee (or the Servicer on its behalf) deems
appropriate to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or enforce any other proper remedy. Any
Proceedings brought by the Indenture Trustee (or the Servicer on its behalf) on
behalf of the Bondholders or any Bondholder against the Issuer shall

                                       25

<PAGE>   32

be limited to the preservation, enforcement and foreclosure of the liens,
assignments, rights and security interests under the Indenture and the Mortgages
and the other Loan Documents and no attachment, execution or other unit or
process shall be sought, issued or levied upon any assets, properties or funds
of the Issuer, other than the Trust Estate, except as otherwise expressly
provided in the Loan Documents. If there is a foreclosure of any such liens,
assignments, rights and security interests, by private power of sale or
otherwise, no judgment for any deficiency upon the indebtedness represented by
the Bonds may be sought or obtained by the Indenture Trustee or any Bondholder
against the Issuer, except as otherwise expressly provided in the Loan
Documents. The Indenture Trustee shall be entitled to recover the costs and
expenses expended by it pursuant to this Section 5.03, including reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
the Servicer and their respective agents and counsel.

         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 Holders of the Bonds, and it shall not be necessary to
make any Holders of the Bonds parties to any such Proceedings.

         SECTION  5.04.   REMEDIES.

         If an Event of Default shall have occurred and be continuing and the
Bonds have been declared due and payable and such declaration and its
consequences have not been rescinded and annulled, the Indenture Trustee (or the
Servicer on its behalf) may do one or more of the following:

                  (a) institute Proceedings for the collection of all amounts
         then payable on the Bonds, or under this Indenture, whether by
         declaration or otherwise, enforce any judgment obtained, and collect
         from the Issuer moneys adjudged due, subject in all cases to the
         provisions of Sections 3.01 and 5.03;

                  (b) subject to the rights of the Bondholders under this
         Indenture, exercise such remedies under Section 6 of the Mortgages as
         the Indenture Trustee deems advisable to protect and enforce its rights
         against the Borrower and in and to the Mortgaged Property;

                  (c) take any actions pursuant to the Mortgages to cause the
         foreclosure of one or more of the Mortgaged Properties, and effect the
         sales of the related Foreclosed Properties called and conducted in any
         manner permitted by law; and

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


                                       26

<PAGE>   33

         SECTION  5.05.   OPTIONAL PRESERVATION OF TRUST ESTATE.

         If (i) an Event of Default shall have occurred and be continuing and
(ii) no Bonds have been declared due and payable or such declaration and its
consequences are annulled and rescinded, the Indenture Trustee may in conclusive
reliance on the Servicer's determination that it is in the best interests of
such Holders, and upon request from the Holders of more than 50% of the
principal balance of the Outstanding Bonds shall, elect (by giving written
notice of such election to the Issuer) to refrain from commencing foreclosure or
other Proceedings to sell or liquidate the Mortgaged Properties and retain the
Trust Estate securing the Bonds intact, collect or cause the collection of the
proceeds thereof and make and apply all payments and deposits and maintain all
accounts in respect of such Bonds in accordance with the provisions of Articles
Two, Three and Eight. If the Indenture Trustee is unable to give or is stayed
from giving such notice to the Issuer for any reason whatsoever, such election
shall be effective as of the time of such determination or request, as the case
may be, notwithstanding any failure to give such notice, and the Indenture
Trustee shall give such notice upon the removal or cure of such inability or
stay (but shall have no obligation to effect such removal or cure). Any such
election may be rescinded with respect to any portion of the Trust Estate
securing the Bonds remaining at the time of such rescission by written notice to
the Indenture Trustee and the Issuer from the Holders of more than 50% of the
principal balance of the Outstanding Bonds.

         SECTION  5.06.   INDENTURE TRUSTEE MAY FILE PROOFS OF CLAIM.

         (a) In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, composition or other
judicial Proceeding relative to the Issuer or any other obligor upon any of the
Bonds or the property of the Issuer or of such other obligor or their creditors,
the Indenture Trustee (irrespective of whether the Bonds 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 on the Issuer for the
payment of any overdue principal or interest) shall be entitled and empowered,
by intervention in such Proceeding or otherwise to:

                   (i) file and prove a claim for the whole amount of principal
         and interest owing and unpaid in respect of the Bonds and 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 the
         reasonable compensation, expenses, disbursements and advances of the
         Indenture Trustee, the Fiscal Agent and the Servicer, and their
         respective agents and counsel, in each case to the extent such amounts
         are otherwise payable under this Indenture or the Servicing Agreement)
         and of the Bondholders allowed in such Proceeding, and

                  (ii) collect and receive any moneys or other property payable
         or deliverable on any such claims and to distribute the same; and any
         receiver, assignee, trustee, liquidator, or sequestrator (or other
         similar official) in any such Proceeding is hereby authorized by each
         Bondholder to make such payments to the Indenture Trustee and, in

                                       27

<PAGE>   34

         the event that the Indenture Trustee shall consent to the making of
         such payments directly to the Bondholders, to pay to the Indenture
         Trustee any amount due to it for the reasonable compensation, expenses,
         disbursements and advances of the Indenture Trustee, the Fiscal Agent
         and the Servicer, and their respective agents and counsel, in each case
         to the extent such amounts are otherwise payable under this Indenture
         or the Servicing Agreement, and any other amounts due the Indenture
         Trustee under Section 6.07 and due the Servicer under Section 2.02 of
         the Servicing Agreement.

         (b) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or accept or adopt on behalf of any
Bondholder any plan of reorganization, arrangement, adjustment or composition
affecting any of the Bonds or the rights of any Holder thereof, or to authorize
the Indenture Trustee to vote in respect of the claim of any Bondholder in any
such Proceeding.

         SECTION  5.07.   INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT
                          POSSESSION OF BONDS.

         All rights of action and claims under this Indenture or any of the
Bonds may be prosecuted and enforced by the Indenture Trustee without the
possession of any of the Bonds or the production thereof in any Proceeding
relating thereto, and any such Proceeding instituted by the Indenture Trustee or
its designee shall be brought in the name of the Indenture Trustee as trustee of
an express trust, and any recovery of judgment shall, after provision for the
payment of reasonable compensation, expenses, disbursements or advances of the
Indenture Trustee, the Fiscal Agent and the Servicer and their respective agents
and counsel, in each case to the extent such amounts are otherwise payable under
this Indenture or the Servicing Agreement, be for the benefit of the Holders of
the Bonds in accordance with their rights under this Indenture.

         SECTION  5.08.   APPLICATION OF MONEY COLLECTED.

         If the Bonds have been declared due and payable following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, any Liquidation Proceeds (net of Liquidation Expenses) or other money
collected by the Indenture Trustee with respect to such Bonds pursuant to this
Article or otherwise and any other monies that may then be held or thereafter
received by the Indenture Trustee as security for such Bonds shall be applied in
the following order, at the date or dates fixed by the Indenture Trustee and, in
case of the distribution of the entire amount due on account of principal of,
and interest on, such Bonds, plus any Yield Maintenance Premium due thereon,
upon presentation and surrender thereof:

                  First: To pay the Indenture Trustee, all accrued but unpaid
         Indenture Trustee Fees (and fees payable to the Class B Trustee or
         other co-trustee, if any), and to the Servicer, all accrued but unpaid
         Servicing Fees (in that order of priority), and to the extent of any
         remaining Liquidation Proceeds (which proceeds shall be applied to pay
         the foregoing fees only after any other amounts collected by the
         Indenture Trustee have been applied), any accrued and unpaid Default
         Servicing Fees with interest thereon at the

                                       27

<PAGE>   35
        the event that the Indenture Trustee shall consent to the Making of
        such payments to the Bondholders, to pay to the Indenture Trustee any
        amount due to it for the, reasonable compensation, expenses,
        disbursements and advances of the Indenture Trustee,, the Fiscal
        Agent and the Servicer, and their respective agents arid counsel, in
        each cm to the extent such amounts am otherwise payable under this
        Indenture or the Servicing Agreement, and any other amounts due the
        Indenture Trustee under Section 6.07 and due the Servicer under
        Section 2.02 of the Servicing Agreement.



        (b)  Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or accept or adopt on behalf of
any Bondholder any plan of reorganization, arrangement, adjustment or
composition affecting any of the Bonds or the rights of any Holder thereof, or
to authorize the Indenture Trustee to vote in respect of the claim of any
Bondholder in any such Proceeding.

    SECTION 5.07.    Indenture Trustee May Enforce Claims without Posession of
                     Bonds.

        All rights of action and claims under this Indenture or any of the
Bonds may be prosecuted and enforced by the Indcnture Trustee without the
possession of any of the Bonds or the production thereof in any Proceeding
relating thereto, and any such Proceeding instituted by the Indenture Trustee
or its designee shall be brought in the name of the Indenture Trustee as
trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of reasonable compensation, expenses,, disbursements
or advances of the Indenture Trustee, the Fiscal Agent and the Servicer and
their respective agents and counsel,, in each cast to the extent such amounts
are otherwise payable under this Indenture or the Servicing Agreement, be for
the benefit of the Holders of the Bonds in accordance with their rights under
this Indenture.

         SECTION 5.08.          Application of Money collected

        If the Bonds have been declared due and payable following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, any Liquidation Proceeds (net of Liquidation Expenses) or other money
collected by the Indenture Trustee with respect to such Bonds pursuant to this
Article or otherwise and any other monies that may then be held or thereafter
received by the Indenture Trustee as security for such Bonds shall be applied
in the following order, at the date or dates fixed by the Indenture Trustee
and, in case,of the distribution of the entire amount due on account of
principal of, and interest on, such Bonds, plus any Yield Maintenance Premium
due thereon, upon presentation and surrender thereof:

        First:    To pay the Indenture Trustee, all accrued but unpaid
Indenture Trustee Fees (and fees payable to the Class B Trustee or other
co-trustee, if any), and to the Servicer, all accrued but unpaid Servicing Fees
(in that order of priority), and to the extent of any remaining Liquidation
Proceeds (which proceeds shall be applied to Pay the foregoing fees only after
any other amounts collected by the Indenture Trustee have ban applied), any
accrued and unpaid Default Servicing Fees with interest thereon at the

                                      28

<PAGE>   36


         Advance Rate and Disposition Fees payable therefrom to the Servicer
         pursuant to the Servicing Agreement;

                  Second:      To pay (or reimburse the Indenture Trustee or
         the Servicer, in that order of priority) any Trust Estate Expenses;

                  Third:       To pay the amount necessary to reimburse the
         Fiscal Agent, the Indenture Trustee and the Servicer (in that order of
         priority) first, for any Property Protection Advances (and Advance
         Interest thereon) and second, any P&I Advances (and Advance Interest
         thereon), to the extent not previously reimbursed;

                  Fourth:      To the payment of amounts then due and unpaid
         upon the Class A Bonds for interest on the principal balance of the
         Outstanding Class A Bonds to the date
         on which payment is made at the Class A Interest Rate;

                  Fifth:       To the payment of the Class A Bonds, the
         principal balance of the Outstanding Class A Bonds;

                  Sixth:       To the payment of amounts then due and unpaid
         upon the Class B Bonds for interest on the principal balance of the
         Outstanding Class B Bonds to the date on which payment is made at the
         Class B Interest Rate;

                  Seventh:     To the payment of the Class B Bonds, the
         principal balance of the Outstanding Class B Bonds;

                  Eighth: To pay an amount equal to the Yield Maintenance
         Premium (unless such Event of Default shall have been declared during
         the Prepayment Window) first with respect to the Class A Bonds and then
         with respect to the Class B Bonds based on the amount of principal
         being applied on such Class of Bonds to the extent such principal is
         received prior to the date such principal otherwise was scheduled to be
         received;

                  Ninth:       To the payment of any unpaid Default Servicing
         Fees (with interest thereon at the Advance Rate) due the Servicer; and

                  Tenth:       To the payment of the remainder, if any, to the
         Issuer.

         SECTION 5.09.    LIMITATION ON SUITS.

         (a) No Holder of a Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to this Indenture or the
Servicing Agreement, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

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


                                       29

<PAGE>   37

            (ii)     the Holders of Bonds representing not less than 25% of the
         principal balance of the Outstanding Bonds 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;

            (iii)    such Holder or Holders have offered to the Indenture
         Trustee indemnity acceptable to the Indenture Trustee in full against
         the costs, expenses and liabilities to be incurred in compliance with
         such request;

           (iv)      the Indenture Trustee for 60 days after its receipt of
         such notice, request and offer of indemnity has failed to institute any
         such Proceeding; and

            (v)      no direction inconsistent with such written request has
         been given to the Indenture Trustee during such 60-day period by the
         Holders of Bonds representing more than 50% of the principal balance of
         the Outstanding Bonds;

it being understood and intended that no one or more Holders of Bonds shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Bonds or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the Holders
of Bonds.

         (b) In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Bonds,
each representing less than 50% of the principal balance of the Outstanding
Bonds, the Indenture Trustee in its sole discretion may take such action, if
any, as otherwise permitted under this Indenture. In taking or refraining from
taking such action, the Indenture Trustee shall not be required to take into
account any such requests.

         SECTION 5.10.    UNCONDITIONAL RIGHTS OF BONDHOLDERS TO RECEIVE
                          PRINCIPAL AND INTEREST.

         Subject to the provisions in this Indenture (including Sections 3.01
and 5.03) limiting the right to recover amounts due on a Bond to recovery from
amounts in the Trust Estate, and subject to Section 5.09, the Holder of any Bond
shall have the right, to the extent permitted by applicable law, which right is
absolute and unconditional, to receive payment of principal of and interest on
such Bond as such principal and interest becomes due and payable and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         SECTION 5.11.    RESTORATION OF RIGHTS AND REMEDIES.

         If the Indenture Trustee or any Bondholder has instituted any
Proceeding to enforce any right or remedy under this Indenture and such
Proceeding has been discontinued or abandoned


                                       30
<PAGE>   38


for any reason, or has been determined adversely to the Indenture Trustee or to
such Bondholder, then and in every such case the Issuer, the Indenture Trustee
and the Bondholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Bondholders
shall continue as though no such Proceeding had been instituted.

         SECTION 5.12.    RIGHTS AND REMEDIES CUMULATIVE.

         No right or remedy herein conferred upon or reserved to the Indenture
Trustee or to the Bondholders 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 5.13.    DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Indenture Trustee or of any Holder of any
Bond 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 Article
or by law to the Indenture Trustee or to the Bondholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee
or by the Bondholders, as the case may be.

         SECTION 5.14.    CONTROL BY BONDHOLDERS.

         The Holders of Bonds representing more than 50% of the principal
balance of the Outstanding Bonds on the applicable Record Date shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee or exercising any trust or power
conferred on the Indenture Trustee under this Indenture or any of the Loan
Documents; provided that:

                  (a) such direction shall not be in conflict with any rule of
         law or with this Indenture; and

                  (b) the Indenture Trustee may take any other action deemed
         proper by the Indenture Trustee which is not inconsistent with such
         direction; provided, however, that, subject to Section 6.01, the
         Indenture Trustee need not take any action which it determines might
         involve it in liability or be unjustly prejudicial to the Bondholders
         not consenting.

         SECTION 5.15.    WAIVER OF PAST DEFAULTS.


                                       31


<PAGE>   39

         (a) Subject to Section 5.02(b), the Holders of Bonds representing more
than 50% of the principal balance of the Outstanding Bonds on the applicable
Record Date may on behalf of the Holders of all the Bonds waive any past Default
hereunder and its consequences, except a Default:

                  (i) in the payment of any installment of principal of, or
         interest on, any Bonds; or

                 (ii) in respect of a covenant or provision hereof which under
         Section 9.02 cannot be modified or amended without the consent of the
         Holder of each Outstanding Bond affected.

         (b) 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.

         SECTION 5.16.    UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Bond by his
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, 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
Indenture Trustee (or the Servicer on its behalf), to any suit instituted by any
Bondholder, or group of Bondholders, holding in the aggregate Bonds representing
more than 10% of the principal balance of the Outstanding Bonds, or to any suit
instituted by any Bondholder for the enforcement of the payment of the principal
of or the interest due on any Bond on or after the Stated Maturity thereof.

         SECTION 5.17.    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 or
take the benefit or advantage of, any stay or extension of law wherever enacted,
now or at any time hereafter in force, which may affect the covenants in, or the
performance of, this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.


                                       32


<PAGE>   40


         SECTION 5.18.    RIGHTS UPON A NONRECOVERABLE ADVANCE DETERMINATION.

         Notwithstanding anything herein to the contrary, if in connection with
any Event of Default the Servicer has recommended the commencement of
foreclosure or any Proceedings or actions which relate to the realization
against the Mortgaged Properties, or the Servicer has recommended the sale or
liquidation of any Foreclosed Property, and, in either case, the requisite
Bondholders have not approved such action pursuant to this Indenture, the
Servicer shall be entitled to commence such foreclosure, Proceedings or actions
and sell or liquidate such Foreclosed Property, as the case may be, in
accordance with Accepted Servicing Practices, upon any determination by the
Servicer or the Indenture Trustee that any previously made and unreimbursed
Advances with Advance Interest thereon constitute Nonrecoverable Advances.

         SECTION 5.19.    ACTION ON BONDS.

         The Indenture Trustee's right to seek and recover judgment 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 this
Indenture nor any rights or remedies of the Indenture Trustee or the Holders of
Bonds 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 Trust Estate.

         SECTION 5.20.    NO RECOURSE TO OTHER ASSETS OF THE ISSUER.

         The Trust Estate Granted to the Indenture Trustee as security for the
Bonds serves as security only for the Bonds. Except as expressly provided in the
Loan Documents, Holders of the Bonds shall have no recourse against any other
assets of the Issuer and no judgment against the Issuer for any amount due with
respect to the Bonds may be enforced against any other assets of the Issuer, nor
may any prejudgment lien or other attachment be sought against any other assets
of the Issuer.

                                   ARTICLE VI.

                              THE INDENTURE TRUSTEE

         SECTION 6.01.    DUTIES OF INDENTURE TRUSTEE.

         (a) Upon any Default, the Indenture Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

         (b)      Subject to Section 6.01(a):


                                       33


<PAGE>   41

                  (i) The Indenture Trustee need perform only those duties that
         are specifically set forth in this Indenture and no others and no
         implied covenants or obligations shall be read into this Indenture
         against the Indenture Trustee; and

                 (ii) In the absence of bad faith on its part, the Indenture
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture Trustee and conforming to the
         requirements of this Indenture. The Indenture Trustee shall, however,
         examine such certificates and opinions to determine whether they
         conform to the requirements of this Indenture.

         (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i) This paragraph does not limit the effect of subsection (b)
         of this Section 6.01;

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

                (iii) The Indenture Trustee shall not be liable with respect to
         any action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 5.14 or exercising any
         trust or power conferred upon the Indenture Trustee under this
         Indenture.

         (d) For all purposes under this Indenture, the Indenture Trustee shall
not be deemed to have notice or knowledge of any Default (other than an Issuer
Payment Default) unless a Responsible Officer assigned to and working in the
Indenture Trustee's corporate trust department has actual knowledge thereof or
unless written notice of any event which is in fact such an Event of Default or
Default is received by the Indenture Trustee at the Corporate Trust Office, and
such notice references the Bonds generally, the Issuer, the Trust Estate or this
Indenture.

         (e) No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it. In determining that such repayment or indemnity is
not reasonably assured to it, the Indenture Trustee must consider not only the
likelihood of repayment or indemnity by or on behalf of the Issuer but also the
likelihood of repayment or indemnity from amounts payable to it from the Trust
Estate pursuant to Sections 6.07 and 8.02(e).


                                       34

<PAGE>   42

         (f)      Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to the provisions of this Section.

         (g) Notwithstanding any extinguishment of all right, title and interest
of the Issuer in and to the Trust Estate following an Event of Default and a
consequent declaration of acceleration of the Maturity of the Bonds, whether
such extinguishment occurs through foreclosures of the Mortgages, the
acquisition of the Mortgaged Properties by the Indenture Trustee or otherwise,
the rights, powers and duties of the Indenture Trustee with respect to the Trust
Estate (or the proceeds thereof) and the Bondholders and the rights of
Bondholders shall continue to be governed by the terms of this Indenture.

         SECTION 6.02.    NOTICE OF DEFAULT.

         Within 90 days after the occurrence of any Default known to the
Indenture Trustee, the Indenture Trustee shall transmit by mail to all Holders
of Bonds notice of each such Default, unless such Default shall have been cured
or waived; provided, however, that, except in the case of an Issuer Payment
Default, the Indenture Trustee shall be protected in withholding such notice if
and so long as the Responsible Officers of the Indenture Trustee in good faith
determine that the withholding of such notice is in the interests of the Holders
of the Bonds. Concurrently with the mailing of any such notice to the Holders of
the Bonds, the Indenture Trustee shall transmit by mail a copy of such notice to
the Rating Agency.

         SECTION 6.03.    RIGHTS OF INDENTURE TRUSTEE.

         (a)      The Indenture Trustee may rely on any document believed by it
to be genuine and to have been signed or presented by the proper Person.  The
Indenture Trustee need not investigate any fact or matter stated in any such
document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel (at the Issuer's
expense) reasonably satisfactory in form and substance to the Indenture Trustee.
The Indenture Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on any such Certificate or Opinion.

         (c) The Indenture Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

         (d) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers.

         SECTION 6.04.    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF BONDS.

         The recitals contained herein and in the Bonds, except the certificates
of authentication on the Bonds, shall be taken as the statements of the Issuer,
and the Indenture Trustee assumes no responsibility for their correctness. The
Indenture Trustee makes no representations with


                                       35

<PAGE>   43

respect to the Trust Estate or as to the validity or sufficiency of this
Indenture or of the Bonds. The Indenture Trustee shall not be accountable for
the use or application by the Issuer of the Bonds or the proceeds thereof or any
money paid to the Issuer or upon Issuer Order pursuant to the provisions hereof.

         SECTION 6.05.    MAY HOLD BONDS.

         The Indenture Trustee, the Fiscal Agent, any Agent, or any other agent
of the Issuer, in its individual or any other capacity, may become the owner or
pledgee of Bonds and, subject to Sections 6.08 and 6.13, may otherwise deal with
the Issuer or any Affiliate of the Issuer with the same rights it would have if
it were not Indenture Trustee, the Fiscal Agent, any Agent or such other agent.

         SECTION 6.06.    MONEY HELD IN TRUST.

         Money held by the Indenture Trustee in trust hereunder need not be
segregated from other funds except to the extent required by this Indenture or
by law. The Indenture Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Issuer or
provided herein and except to the extent of income or other gain on investments
that are obligations of the Indenture Trustee, in its commercial capacity, and
income or other gain actually received by the Indenture Trustee on investments
that are obligations of others.

         SECTION 6.07.    COMPENSATION AND REIMBURSEMENT.

         (a)      The Issuer agrees:

                  (i) to pay to the Indenture Trustee the Indenture Trustee Fee
         on a monthly basis, which Indenture Trustee Fee shall be payable from
         amounts deposited in the Central Account pursuant to the Servicing
         Agreement, for all services rendered by the Indenture Trustee
         hereunder;

                 (ii) to pay to the Class B Trustee or co-trustee, if any, its
         reasonable and customary fee not to exceed the Indenture Trustee Fee,
         which fee shall be payable from amounts deposited in the Central
         Account pursuant to the Servicing Agreement;

                (iii) except as otherwise expressly provided herein, to
         reimburse the Indenture Trustee upon its request for all reasonable
         expenses and disbursements incurred or made by the Indenture Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and


                                       36

<PAGE>   44

                 (iv) to indemnify the Indenture Trustee and its agents for, and
         to hold them harmless against, any loss, liability or expense incurred
         without negligence or bad faith on their part, arising out of, or in
         connection with, the acceptance or administration of this trust
         (including action taken by the Indenture Trustee at the direction of
         any Bondholders pursuant to this Indenture or at the direction of the
         Servicer pursuant to Section 2.05(a) of the serving Agreement)
         including the costs and expenses of defending themselves against any
         claim in connection with the exercise or performance of any of their
         powers or duties hereunder, provided that:

                            (1) with respect to any such claim, the Indenture
                  Trustee shall have given the Issuer written notice thereof
                  promptly after the Indenture Trustee shall have knowledge
                  thereof;

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

                            (3) notwithstanding anything to the contrary in this
                  Section 6.07(a)(iv), the Issuer shall not be liable for
                  settlement of any such claim by the Indenture Trustee entered
                  into without the prior consent of the Issuer.

         (b)      To the extent the fees and expenses itemized in Section
                 6.07(a) hereof are not otherwise paid, the Indenture Trustee
may pay such fees and expenses pursuant to Section 8.02(c) hereof from moneys
on deposit in the Collateral Proceeds Account.

         (c) As security for the payment obligations of the Issuer pursuant to
the foregoing provisions of this Section 6.07, the Issuer hereby Grants to the
Indenture Trustee a lien ranking at all times senior to the lien of the Bonds
with respect to which any claim of the Indenture Trustee under this Section
arose and senior to all other liens, if any, upon all property and funds held or
collected as part of the Trust Estate for such Bonds by the Indenture Trustee in
its capacity as such. The Indenture Trustee shall not (i) exercise or enforce
such senior lien in any manner, or (ii) institute any Proceeding against the
Issuer for any payments, reimbursements, or indemnifications to the Indenture
Trustee or to enforce such lien, in either case unless (i) the Bonds have been
declared due and payable following an Event of Default pursuant to Section 5.02,
(ii) such acceleration of Maturity and its consequences have not been rescinded
and annulled, and (iii) moneys collected by the Indenture Trustee are being
applied in accordance with Section 5.08.

         (d) Subject to the last sentence of Section 6.07(c), nothing in this
Section 6.07 shall be construed to limit (except as otherwise expressly provided
in subsection (c) of this Section 6.07) the exercise by the Indenture Trustee of
any right or remedy permitted under the Indenture or otherwise in the event of
the Issuer's failure to pay the amounts due the Indenture Trustee pursuant to
this Section 6.07.


                                       37


<PAGE>   45



         SECTION 6.08.    ELIGIBILITY: DISQUALIFICATION.

         This Indenture shall always have an Indenture Trustee who (i) shall be
a corporation, national bank or national banking association organized and doing
business under the laws of the United States or of any state or territory or the
District of Columbia which (A) is authorized under such law to exercise
corporate trust powers and (B) is subject to supervision or examination by
federal, state, territorial or District of Columbia authority and (ii) shall not
be an affiliate of the Issuer. The Indenture Trustee shall always have a
combined capital and surplus as stated in Section 6.09.

         SECTION 6.09.    INDENTURE TRUSTEE'S CAPITAL AND SURPLUS.

         The Indenture Trustee shall at all times have a combined capital and
surplus of at least $50,000,000 or shall be a member of a bank holding company
system, the aggregate combined capital and surplus of which is at least
$50,000,000; provided, however, that the Indenture Trustee's separate capital
and surplus shall at all times be at least $150,000. If at any time the
Indenture Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.09, it shall resign immediately in the manner and with the
effect hereinafter specified in this Article.

         SECTION 6.10.    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 under Section 6.11.

         (b) The Indenture Trustee may resign at any time by giving written
notice thereof to the Issuer and the Servicer. If an instrument of acceptance by
a successor Indenture Trustee shall not have been delivered to the Indenture
Trustee within 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 a successor Indenture Trustee.

         (c) The Indenture Trustee may be removed at any time by Act of the
Holders representing more than 50% of the principal balance of the Outstanding
Bonds delivered to the Indenture Trustee and to the Issuer.

         (d) If at any time the Indenture Trustee shall cease to be eligible
under Section 6.09 or 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 of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, the Issuer
by an Issuer Order may remove the Indenture Trustee, and the Issuer shall join
with the Indenture Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint a successor Indenture
Trustee and to vest in such successor Indenture Trustee any


                                       38

<PAGE>   46

property, title, right or power deemed necessary or desirable, subject to the
other provisions of this Indenture; provided, however, if the Issuer does not
join in such appointment within fifteen (15) days after the receipt by it of a
request to do so, or in case an event of default has occurred and is continuing,
the Indenture Trustee may petition a court of competent jurisdiction to make
such appointment.

         (e) If the Indenture Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Indenture
Trustee for any cause, the Issuer, by an Issuer Order shall promptly appoint a
successor Indenture Trustee. If within one year after such resignation, removal
or incapability or the occurrence of such vacancy a successor Indenture Trustee
shall be appointed by Act of the Holders of Bonds representing more than 50% of
the principal balance of the Outstanding Bonds delivered to the Issuer and the
retiring Indenture Trustee, the successor Indenture Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor
Indenture Trustee and supersede the successor Indenture Trustee appointed by the
Issuer. If no successor Indenture Trustee shall have been so appointed by the
Issuer or Bondholders and shall have accepted appointment in the matter
hereinafter provided, any Bondholder who has been a bona fide Holder of a Bond
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee.

         (f) The Issuer shall give notice of each resignation and each removal
of the Indenture Trustee and each appointment of a successor Indenture Trustee
to the Holders of Bonds and the Servicer. Each notice shall include the name of
the successor Indenture Trustee and the address of its Corporate Trust Office.

         SECTION 6.11.    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) Every successor Indenture Trustee and successor Fiscal Agent
appointed hereunder shall execute, acknowledge and deliver to the Issuer and the
retiring Indenture Trustee and retiring Fiscal Agent, respectively, an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Indenture Trustee and retiring Fiscal Agent, respectively, shall
become effective and such successor Indenture Trustee and successor Fiscal
Agent, without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Indenture Trustee and
retiring Fiscal Agent, respectively. Notwithstanding the foregoing, on request
of the Issuer or the successor Indenture Trustee, such retiring Indenture
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Indenture Trustee all the rights, powers and
trusts of the retiring Indenture Trustee, and shall duly assign, transfer and
deliver to such successor Indenture Trustee all property and money held by such
retiring Indenture Trustee hereunder subject nevertheless to its lien, if any,
provided for in Section 6.07. Upon request of any such successor Indenture
Trustee, the Issuer shall execute and deliver any and all instruments for more
fully and certainly vesting in and confirming to such successor Indenture
Trustee all such rights, powers and trusts.


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<PAGE>   47

         (b) 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 6.12.    MERGER OR CONSOLIDATION OF THE INDENTURE TRUSTEE AND
                          THE FISCAL AGENT.

         Any Person into which the Indenture Trustee or the Fiscal Agent, as the
case may be, may be merged or converted or with which it may be consolidated, or
any Person resulting from any merger, conversion or consolidation to which the
Indenture Trustee or the Fiscal Agent shall be a party, or any Person succeeding
to the business of the Indenture Trustee or the Fiscal Agent, shall be the
successor of the Indenture Trustee or the Fiscal Agent, respectively, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided that with respect to the Indenture Trustee such Person shall be
eligible under the provisions of Section 6.08 and Section 6.09.

         SECTION 6.13.    CO-TRUSTEES AND SEPARATE INDENTURE TRUSTEES.

         (a) At any time or times, (i) for the purpose of meeting the legal
requirements of any jurisdiction in which any of the Trust Estate may at the
time be located, the Issuer and the Indenture Trustee shall have power to
appoint, and (ii) if the Holders of Bonds representing more than 50% of the
principal balance of the Outstanding Class B Bonds determine that there is a
conflict between the Holders of Class A Bonds and the Holders of the Class B
Bonds, then such Holders of more than 50% of the principal balance of the
Outstanding Class B Bonds may notify the Issuer and Indenture Trustee of the
conflict, the Indenture Trustee shall appoint one or more Persons either to act
as co-trustee (such co-trustee, if appointed pursuant to clause (ii), the "Class
B Trustee"), jointly with the Indenture Trustee, of all or any part of the Trust
Estate, or to act as Class B Trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section; provided, however, that in cases of appointment of a Class B Trustee,
the Indenture Trustee (in the event a Class B Trustee is appointed, the "Class A
Trustee") shall have sole possession of the Trust Estate in accordance with this
Indenture and shall continue to be solely responsible for maintaining the
Collateral Proceeds Account and receiving remittances from the Servicer for
deposit therein. In the event a Class B Trustee is appointed, the Servicer shall
only be required to act in accordance with the instructions of the trustee
acting on behalf of the Class of Bonds representing a majority of the aggregate
principal balance of all of the Bonds.

         (b) The Issuer shall for such purpose join with the Indenture Trustee
in the execution, delivery and performance of all instruments and agreements
necessary or proper to appoint such co-trustee. If the Issuer does not join in
such appointment within 15 days after the receipt by it of a request to do so,
or in case an Event of Default has occurred and is continuing, the


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<PAGE>   48

Indenture Trustee alone shall have power to make such appointment. All fees and
expenses of any Class B Trustee, co-trustee or separate trustee shall be payable
by the Issuer.

         (c) Should any written instrument from the Issuer be required by any
Class B Trustee, co-trustee or separate trustee so appointed for more fully
confirming to such Class B Trustee, co-trustee or separate trustee such
property, title, right or power, any and all such instruments shall, on request,
be executed, acknowledged and delivered by the Issuer.

         (d) Every co-trustee or Class B Trustee shall, to the extent permitted
by law, but to such extent only, be appointed subject to the following terms:

                  (i) The Bonds shall be authenticated and delivered and all
         rights, powers, duties and obligations hereunder in respect of the
         custody of securities, cash and other personal property held by, or
         required to be deposited or pledged with, the Indenture Trustee
         hereunder, shall be exercised, solely by the Indenture Trustee or Class
         A Trustee, as the case may be.

                 (ii) The rights, powers, duties and obligations hereby
         conferred or imposed upon the Indenture Trustee in respect of any
         property covered by such appointment shall be conferred or imposed upon
         and exercised or performed by the Indenture Trustee or by the Class A
         Trustee and such co-trustee or Class B Trustee jointly, as shall be
         provided in the instrument appointing such co-trustee or Class B
         Trustee, except to the extent that under any law of any jurisdiction in
         which any particular act is to be performed, the Indenture Trustee or
         Class A 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 co-trustee or Class B Trustee.

                (iii) The Indenture Trustee at any time, by an instrument in
         writing executed by it, with the concurrence of the Issuer evidenced by
         an Issuer Order, may accept the resignation of or remove any co-trustee
         (except a Class B Trustee) appointed under this Section, and, in case
         an Event of Default has occurred and is continuing, the Indenture
         Trustee shall have power to accept the resignation of, or remove, any
         such co-trustee (except a Class B Trustee) without the concurrence of
         the Issuer. In the case of a Class B Trustee, Holders of more than 50%
         of the principal balance of the Outstanding Class B Bonds shall have
         the power to accept the resignation of or remove such Class B Trustee.
         Upon the written request of the Indenture Trustee or, in the case of a
         resignation or removal of a Class B Trustee, upon the written request
         of the Holders of more than 50% of the principal balance of the
         Outstanding Class B Bonds, the Issuer shall join with the Indenture
         Trustee in the execution, delivery and performance of all instruments
         and agreements necessary or proper to effectuate such resignation or
         removal. A successor to any co-trustee or Class B Trustee so resigned
         or removed may be appointed in the manner provided in this Section.


                                       41


<PAGE>   49

                  (iv) No co-trustee or Class B Trustee hereunder shall be
         personally liable by reason of any act or omission of the Indenture
         Trustee, or any other such trustee hereunder. The Indenture Trustee
         shall not be liable by reason of any act or omission of a co-trustee or
         Class B Trustee to the extent such co-trustee or Class B Trustee is
         appointed in good faith and with due care.

                  (v) Except in the case of any conflicts between Classes, any
         Act of Bondholders delivered to the Indenture Trustee shall be deemed
         to have been delivered to each such co-trustee and Class B Trustee; in
         the case of conflicts between Classes, the Class A Trustee promptly
         shall send a copy thereof to the Class B Trustee.

                  (vi) Any co-trustee or Class B Trustee must meet the
         eligibility requirements of Section 6.08 hereof.

         SECTION 6.14.    SERVICING AGREEMENT AND CERTAIN DOCUMENTS.

         (a) Each of the Indenture Trustee and the Fiscal Agent is hereby
authorized to execute and shall execute (i) the Servicing Agreement to provide
for the servicing of the Secured Obligations and such other matters provided for
therein and (ii) such other documents or agreements contemplated hereby and by
the Servicing Agreement; and the Indenture Trustee is hereby authorized to
execute and shall execute (i) the Subordination Agreement to provide for certain
matters relating to the Leases and the Lessee and such other matters provided
for therein and (ii) such other documents or agreements contemplated by the
Subordination Agreement. Each of the Indenture Trustee and Fiscal Agent shall
perform its duties and satisfy its obligations under the Servicing Agreement,
the Subordination Agreement (if applicable) and such other documents, including
its obligations to make Advances in certain circumstances pursuant to Section
4.03 of the Servicing Agreement. The Indenture Trustee shall take or cause to be
taken such action as may be appropriate to enforce its rights under the
Servicing Agreement, the Subordination Agreement and such other documents or
agreements referred to above.

         (b) Upon any termination of the Servicer's rights and powers pursuant
to the Servicing Agreement, the rights and powers of the Servicer with respect
thereto shall vest in the Indenture Trustee, and the Indenture Trustee shall be
the successor in all respects to the Servicer in its capacity as Servicer under
the Servicing Agreement until the Indenture Trustee shall have appointed, with
the consent of the Rating Agency, a new servicer to serve as successor to the
Servicer under the Servicing Agreement. Upon appointment of a successor
Servicer, the Indenture Trustee, the Fiscal Agent and such Servicer shall enter
into a new servicing agreement in a form substantially similar to the Servicing
Agreement. In connection with any such appointment, the Indenture Trustee may
make such arrangements for the compensation of such successor as it and such
successor shall agree, but in no event shall such compensation of the successor
Servicer (including the Indenture Trustee) be in excess of that payable to the
original Servicer under the Servicing Agreement without confirmation from the
Rating Agency that such compensation will not adversely affect the then current
ratings of the Rating Agency on the Bonds.


                                       42


<PAGE>   50

         (c) Upon any termination of the Servicer's rights and powers pursuant
to the Servicing Agreement, the Indenture Trustee shall promptly notify the
Rating Agency. As soon as any successor Servicer is appointed, the Indenture
Trustee shall notify the Rating Agency, specifying in such notice the name and
address of such successor Servicer.

         SECTION 6.15     REVIEW OF MORTGAGE FILES.

         By execution and delivery of this Indenture, the Indenture Trustee
acknowledges receipt of the Mortgage Files in good faith and without actual
notice or knowledge of any adverse claim pertaining to the Mortgaged Properties.
The Indenture Trustee agrees, for the benefit of the Holders of the Bonds, to
review the Mortgage Files within 90 days after the Closing Date. The Indenture
Trustee's review shall be limited to a determination that all documents referred
to in the definition of the term Mortgage Files have been delivered with respect
to each such Mortgaged Property, that all such documents have been executed, and
that all such documents relate to the Mortgaged Properties. In performing such
review the Indenture Trustee may rely upon the purported genuineness and due
execution of any such document and on the purported genuineness of any signature
thereon. If the Indenture Trustee discovers any defect or omission in the
Mortgage Files or that any document required to be delivered to it has not been
delivered or that any document so delivered does not relate to any of the
Mortgaged Properties, it shall promptly notify in writing the Issuer and the
Servicer of such defect, omission or error, and the Issuer shall cure or correct
such defect, omission or error within 90 days of receipt of such written notice.

                                  ARTICLE VII.

                         BONDHOLDERS' LISTS AND REPORTS

         SECTION 7.01.    ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND
                          ADDRESSES OF BONDHOLDERS.

         (a) Upon the reasonable request of the Indenture Trustee, the Issuer
shall furnish or cause to be furnished to the Indenture Trustee a list, in such
form as the Indenture Trustee may reasonably require, of the names and addresses
of the Holders of Bonds as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as the Indenture Trustee
is the Bond Registrar, no such list shall be required to be furnished.

         (b) In addition to furnishing to the Indenture Trustee the Bondholder
lists, if any, required under subsection (a), the Issuer shall also furnish all
Bondholder lists, if any, required under Section 3.03 at the times required by
said Section 3.03.


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<PAGE>   51

         SECTION 7.02.    PRESERVATION OF INFORMATION: COMMUNICATIONS TO
                          BONDHOLDERS.

         (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Bonds
contained in the most recent list, if any, furnished to the Indenture Trustee as
provided in Section 7.01 and the names and addresses of the Holders of Bonds
received by the Indenture Trustee in its capacity as Bond Registrar. The
Indenture Trustee may destroy any list furnished to it as provided in Section
7.01 upon receipt of a new list so furnished.

         (b) Three or more Bondholders (each of whom has owned a Bond for at
least six months) may, by written request to the Indenture Trustee, obtain
access to the list of all Bondholders maintained by the Indenture Trustee for
the purpose of communicating with other Bondholders with respect to their rights
under the Indenture. The Indenture Trustee may elect not to afford the
requesting Bondholders access to the list of Bondholders if it agrees to mail
the desired communication or proxy, on behalf of the requesting Bondholders, to
all Bondholders.

         SECTION 7.03.    REPORTS BY INDENTURE TRUSTEE.

         Within a reasonable time after the first of each year after the
issuance of the Bonds the Indenture Trustee shall mail to all Holders a brief
report dated as of such date that, to the extent not set forth in the Payment
Date Statement pursuant to Section 2.06(e), sets forth any information necessary
to enable the Bondholders to report any information required to be reported by
such Bondholders to the Internal Revenue Service by statute, regulation or
administrative ruling. In addition, the Indenture Trustee shall report in
writing to any Bondholder any other information reasonably requested by
Bondholder to enable it to prepare its federal tax returns.

         SECTION 7.04.    REPORTS BY ISSUER.

         The Issuer, upon the request of any Bondholder, shall provide, or cause
to be provided to, such Bondholder such information as is necessary or
appropriate in the Issuer's sole discretion, to satisfy the reporting
requirements under Rule 144A.


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<PAGE>   52

                                  ARTICLE VIII.

                       ACCOUNTS, PAYMENTS OF INTEREST AND
                             PRINCIPAL, AND RELEASES

         SECTION 8.01.    COLLECTION OF MONEYS.

         (a) Except as otherwise expressly provided herein, the Indenture
Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any intermediary, all money
and other property payable to or receivable by the Indenture Trustee pursuant to
this Indenture. The Indenture Trustee shall hold all such money and property
received by it as part of the Trust Estate and shall apply it as provided in
this Indenture. Except as otherwise expressly provided in this Indenture, if a
default occurs in the making of any payment or performance required under the
Servicing Agreement, any Required Insurance Policy or any Loan Document, the
Indenture Trustee may, and upon the request of the Holders of Bonds representing
more than 50% of the principal balance of the Outstanding Bonds shall, take such
action as may be appropriate to enforce such payment or performance including
the institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of Default
under this Indenture and to proceed thereafter as provided in Article V.

         SECTION 8.02.    COLLATERAL PROCEEDS ACCOUNT.

         (a) On or before the Closing Date, the Indenture Trustee shall open at
the Corporate Trust Office one or more segregated accounts, each of which must
be an Eligible Account, and must be maintained in the name of "LaSalle National
Bank, as Indenture Trustee for Holders of RFS Financing Partnership, L.P.,
Commercial Mortgage Bonds, Series 1996-1 - Collateral Proceeds Account." The
Indenture Trustee shall promptly deposit in the Collateral Proceeds Account (i)
all Remittances received by it from the Servicer pursuant to the Servicing
Agreement, (ii) any P&I Advances paid pursuant to the Servicing Agreement, (iii)
all Prepayments and any related Yield Maintenance Premiums thereon received from
or on behalf of the Issuer, and (iv) all other amounts received for deposit in
the Collateral Proceeds Account. All amounts that are deposited from time to
time in the Collateral Proceeds Account, and all Permitted Investments, if any,
made with such moneys shall be held by the Indenture Trustee in the Collateral
Proceeds Account as part of the Trust Estate as herein provided, subject to
withdrawal by the Indenture Trustee for the purposes set forth in subsections
(c) and (d) of this Section 8.02. All funds withdrawn from the Collateral
Proceeds Account pursuant to subsection (c) of this Section 8.02 for the purpose
of making payments to the Holders of Bonds shall be applied in accordance with
Section 3.03.

         (b) Amounts in the Collateral Proceeds Account may be invested and
reinvested by the Indenture Trustee in one or more Permitted Investments as the
Indenture Trustee may determine. Any and all income or other gain from such
investments shall be retained by the Indenture Trustee as additional
compensation. The Indenture Trustee shall not in any way be


                                       45

<PAGE>   53

held liable by reason of any insufficiency in the Collateral Proceeds Account
resulting from any loss on any Permitted Investments other than any loss
resulting from the negligence or intentional misconduct by the Indenture
Trustee.

         (c) Unless the Bonds have been declared due and payable pursuant to
Section 5.02 and moneys collected by the Indenture Trustee are being applied in
accordance with Section 5.08, on each Payment Date the Indenture Trustee shall
withdraw from the Collateral Proceeds Account, in the amounts required, for
application as follows:

                  (i) first, the amount necessary to pay, all accrued but unpaid
         Indenture Trustee Fees (and any fees payable to the Class B Trustee or
         other co-trustee, if any) and any accrued but unpaid Servicing Fees (in
         that order of priority);

                  (ii) second, the amount necessary to pay (or reimburse the
         Indenture Trustee or the Servicer, in that order of priority) any Trust
         Estate Expenses;

                  (iii) third, the amount necessary to reimburse the Fiscal
         Agent, the Indenture Trustee and the Servicer (in that order of
         priority) for first, any Property Protection Advances (and Advance
         Interest thereon) and second, any P&I Advances (and Advance Interest
         thereon), previously made, to the extent not previously reimbursed, and
         either shall retain or remit to the Fiscal Agent or the Servicer such
         amounts as appropriate;

                  (iv) fourth, the amount necessary to pay Required Debt Service
         Payments on the Bonds, to be paid as provided in Section 2.01;

                  (v) fifth, the amount necessary to pay Yield Maintenance
         Premiums payable with respect to such Payment Date, to be paid on the
         Bonds as provided in Section 2.01(e);

                  (vi) sixth, the amount necessary to pay any Prepayments made
         with respect to such Payment Date, to be paid as provided in Section
         2.01; and

               (vii) seventh, the amount necessary to pay accrued but unpaid
         Default Servicing Fees (with interest thereon at the Advance Rate).

Each of the foregoing amounts shall be the amount set forth in the applicable
Payment Date Statement.

         (d) On each Special Payment Date, the Indenture Trustee shall withdraw
from the Collateral Proceeds Account all amounts deposited in the Collateral
Proceeds Account in connection with any Prepayments to be made on such Special
Payment Date and shall apply such amounts (i) first, to pay all items set forth
in clauses (i) through (iii) of Section 8.02(c); (ii) second, to pay all accrued
and unpaid interest with respect to the Prepayment, to be paid as


                                       46
<PAGE>   54

provided in Section 2.01; and (iii) third, to pay the Prepayment made with
respect to such Special Payment Date, to be paid as provided in Section 2.01(e).

         (e) On or after each Payment Date, so long as the Indenture Trustee
shall have prepared a Payment Date Statement in respect of such Payment Date and
shall have made the payments required pursuant to Section 8.02(c) and (d) and
required to be made as indicated in such Payment Date Statement, any amounts
remaining in the Collateral Proceeds Account (other than Prepayments (and
related accrued interest) deposited therein and payable on a subsequent Payment
Date and any income or other gain from amounts in the Collateral Proceeds
Account invested in Permitted Investments) shall be withdrawn from the
Collateral Proceeds Account by the Indenture Trustee and remitted to the
Servicer for deposit in the Central Account for application in accordance with
the Servicing Agreement.

         SECTION 8.03.    GENERAL PROVISIONS REGARDING THE COLLATERAL
                          PROCEEDS ACCOUNT.

         (a) The Collateral Proceeds Account shall relate solely to the Bonds
and to the Mortgaged Properties, Permitted Investments and other property
securing the Bonds. Funds and other property in the Collateral Proceeds Account
shall not be commingled with any other moneys or property of the Issuer or any
Affiliate thereof. Notwithstanding the foregoing, the Indenture Trustee may hold
any funds or other property received or held by it as part of the Collateral
Proceeds Account in collective accounts maintained by it in the normal course of
its business and containing funds or property held by it for other Persons
(which may include the Issuer or an Affiliate), provided that such accounts are
under the sole control of the Indenture Trustee and the Indenture Trustee
maintains adequate records indicating the ownership of all such funds or
property and the portions thereof held for credit to the Collateral Proceeds
Account.

         (b) If any amounts are needed for disbursement from the Collateral
Proceeds Account and sufficient uninvested funds are not available therein to
make such disbursement, the Indenture Trustee shall cause to be sold or
otherwise converted to cash a sufficient amount of the investments in the
Collateral Proceeds Account.

         (c) The Indenture Trustee shall, at all times while any Bonds are
Outstanding, maintain in its possession, or in the possession of an agent whose
actions with respect to such items are under the sole control of the Indenture
Trustee, all certificates or other instruments, if any, evidencing any
investment of funds in the Collateral Proceeds Account. The Indenture Trustee
shall relinquish possession of such items, or direct its agent to do so, only
for purposes of collecting the final payment receivable on such investment or
certificate or, in connection with the sale of any investment held in the
Collateral Proceeds Account, against delivery of the amount receivable in
connection with any sale.


                                       47

<PAGE>   55

         SECTION 8.04.    CENTRAL ACCOUNT

         (a) On or before each Payment Date occurring in a month in which
Percentage Rent is due under the Leases, the Issuer shall deposit, or cause to
be deposited, an amount equal to the FF&E Quarterly Installment into the Central
Account for allocation by the Servicer pursuant to the Servicing Agreement to
the FF&E Reserve Sub-Account.

         (b) The Issuer shall cause the Lessee to deposit all Rents due and
owing after the Closing Date into the Central Account, for allocation by the
Servicer of an amount with respect to each Payment Date equal to the Required
Debt Service Payment (less amounts required to reimburse the Servicer, Indenture
Trustee or Fiscal Agent for any previous P&I Advances) to the Debt Service
Payment Sub-Account in accordance with the Servicing Agreement (and allocation
of any excess to another Sub-Account or release to the Issuer, as provided in
the Servicing Agreement). If, on any Payment Date, the amounts on deposit in the
Debt Service Payment Sub-Account (plus amounts allocated to reimburse the
Servicer, Indenture Trustee, any co-trustee and Fiscal Agent for any accrued and
unpaid Servicing Fees, Indenture Trustee Fees (and fees of any co-trustees) and
Trust Estate Expenses and unreimbursed Advances with Advance Interest thereon)
are less than an amount equal to Required Debt Service Payments for such Payment
Date and such other amounts, then the Issuer shall deposit, or cause to be
deposited, into the Collateral Proceeds Account the amount of any such
shortfall, so that payments can be made in accordance with Sections 2.01 and
8.02 hereof.

         (c) The Issuer may direct the Servicer to invest and reinvest the funds
in the Central Account in one or more Permitted Investments in such manner as
the Issuer shall direct in writing from time to time, or if the Issuer fails to
give any such directions or upon an Event of Default that is continuing, as the
Servicer may determine pursuant to the Servicing Agreement.

         SECTION 8.05.    REPORTS BY INDENTURE TRUSTEE TO BONDHOLDERS;
                          ACCESS TO CERTAIN INFORMATION.

         (a) On each Payment Date the Indenture Trustee shall deliver the
written report required by Section 2.06(e). Any Bondholder that does not receive
information through DTC or a Participant may request that Indenture Trustee
reports required to be delivered under this Indenture be mailed directly to it
by written request to the Indenture Trustee (accompanied by verification of such
Bondholder's ownership interest) at the Indenture Trustee's Corporate Trust
Office.

         (b) The Indenture Trustee shall make available at its Corporate Trust
Office, during normal business hours, for review by any Bondholder or any person
identified by the Issuer or a Bondholder to the Indenture Trustee as a
prospective Bondholder, originals or copies of the following items: (a) the
Indenture and any amendments thereto, (b) all Payment Date Statements delivered
to the Issuer since the Closing Date, (c) any Officers' Certificates and any
Officers' Certificate of the Servicer delivered to the Indenture Trustee since
the Closing Date as described in the Indenture, (d) any Accountants' reports
delivered to the Indenture Trustee since the


                                       48

<PAGE>   56

Closing Date as required under the Servicing Agreement, (e) the most recent
property inspection report prepared by or on behalf of the Servicer in respect
of each Mortgaged Property and delivered to the Indenture Trustee, (f) the most
recent annual operating statement and rent roll, if any, collected by or on
behalf of the Servicer and delivered to the Indenture Trustee with respect to
each Mortgaged Property, (g) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan entered into by the Servicer and delivered to
the Indenture Trustee, and (h) any and all Officers' Certificates of the
Servicer and other evidence delivered to the Indenture Trustee to support the
Servicer's determination that any Advance was not or, if made, would not be
recoverable. Copies of any and all of the foregoing items will be available from
the Indenture Trustee upon request; however, the Indenture Trustee will be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies.

         SECTION 8.06.    RELEASE OF TRUST ESTATE.

         (a) The Indenture Trustee may, and when required by the provisions of
this Indenture shall, execute such instruments or powers of attorney as are
prepared and delivered to it by the Servicer to release property from the lien
of this Indenture and the other Loan Documents, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances which are
not inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
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
moneys.

         (b) The Indenture Trustee shall, at such time as there are no Bonds
Outstanding, release all of the Trust Estate to the Issuer (other than any cash
held for the payment of the Bonds pursuant to Section 3.03 or 4.02), subject,
however, to the payment and reimbursement of any unpaid or unreimbursed
Servicing Fees, Indenture Trustee Fees, Disposition Fees, Default Servicing Fees
(with interest thereon at the Advance Rate) and Advances with Advance Interest
thereon owed to the Servicer, the Indenture Trustee or the Fiscal Agent.

         SECTION 8.07.    AMENDMENT TO SERVICING AGREEMENT.

         The Indenture Trustee may, without the consent of any Holder, enter
into or consent to any amendment or supplement to the Servicing Agreement,
subject to the requirements therein.

         SECTION 8.08.    APPOINTMENT OF SERVICER.

         In order to facilitate the servicing of the Bonds and the Collateral
therefor, the Servicer has been appointed by the Indenture Trustee to, among
other things, retain, in accordance with the provisions of the Servicing
Agreement and this Indenture, all Remittances prior to the time they are
deposited into the Collateral Proceeds Account.


                                       49

<PAGE>   57

         SECTION 8.09.    TERMINATION OF SERVICER.

         If the Servicer materially breaches or fails to perform or observe any
obligations or conditions in the Servicing Agreement, the Indenture Trustee may
terminate the Servicer in accordance with the Servicing Agreement. If the
Indenture Trustee terminates the Servicer, the Indenture Trustee shall pursuant
to Section 5.03 of the Servicing Agreement assume the duties of the Servicer or
appoint a successor servicer acceptable to the Issuer and the Rating Agency and
meeting the requirements set forth in the Servicing Agreement.

         SECTION 8.10.    APPOINTMENT OF CUSTODIANS.

         The Indenture Trustee may, at no additional cost to the Issuer, with
the consent of the Issuer, appoint one or more Custodians to hold all or a
portion of the Mortgage Files as agent for the Indenture Trustee. Each Custodian
shall (i) be a financial institution supervised and regulated by the Comptroller
of the Currency, the Board of Governors of the Federal Reserve System, the
Office of Thrift Supervision, or the Federal Deposit Insurance Corporation; (ii)
have combined capital and surplus of at least $10,000,000; (iii) be equipped
with secure, fireproof storage facilities, and, have adequate controls on access
to assure the safety and security of the Mortgage Files; (iv) utilize in its
custodial function employees who are knowledgeable in the handling of mortgage
documents and of the functions of a mortgage document custodian; and (v) satisfy
any other reasonable requirements that the Indenture Trustee may from time to
time deem necessary to protect the interests of Bondholders in the Mortgage
Files. Each Custodian shall be subject to the same obligations and standard of
care as would be imposed on the Indenture Trustee hereunder assuming the
Indenture Trustee retained the Mortgage Files directly. The appointment of one
or more Custodians shall not relieve the Indenture Trustee from any of its
obligations hereunder, and the Indenture Trustee shall remain responsible for
all acts and omissions of any Custodian. If the Servicer is appointed as a
Custodian in accordance with this Section 8.11, it shall fulfill its servicing
and custodial duties and obligations through separate departments and, if it
maintains a trust department, shall fulfill its custodial duties and obligations
through such trust department.

         SECTION 8.11.    THE FISCAL AGENT.

         (a) All fees and expenses of the Fiscal Agent (other than interest owed
to the Fiscal Agent in respect of unreimbursed Advances or deposits) incurred by
the Fiscal Agent in connection with the transactions contemplated by this
Indenture or the Servicing Agreement shall be borne by the Indenture Trustee and
neither the Indenture Trustee nor the Fiscal Agent shall be entitled to
reimbursement therefor from any of the Trust Estate or the Issuer.

         (b) The obligations of the Fiscal Agent set forth herein and in the
Servicing Agreement shall exist for so long as the initial Indenture Trustee
shall act as Indenture Trustee hereunder. The obligations of the Fiscal Agent
set forth herein and in the Servicing Agreement shall cease to exist to the
extent that the initial Indenture Trustee is no longer acting as Indenture
Trustee hereunder.


                                       50

<PAGE>   58

         (c)      Any notice to the Indenture Trustee shall be deemed a notice
                  to the Fiscal Agent.

         (d) The Fiscal Agent shall be entitled to be indemnified to the same
extent provided herein with respect to the Indenture Trustee.


                                   ARTICLE IX.

                           SUPPLEMENTAL INDENTURES AND
                      MODIFICATIONS OF OTHER LOAN DOCUMENTS

         SECTION 9.01.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
                          BONDHOLDERS.

         Without the consent of the Holders of any Bonds, the Issuer and the
Indenture Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, or modification or amendment to any other Loan
Document, in form satisfactory to the Indenture Trustee, for any of the
following purposes:

                  (a) to correct or amplify the description of any property at
         any time subject to the lien of this Indenture and the related
         Mortgage, or better to assure, convey and confirm unto the Indenture
         Trustee any property subject or required to be subjected to the lien of
         this Indenture and the related Mortgage, or to subject to the lien of
         this Indenture additional property;

                  (b) to add to the conditions, limitations and restrictions on
         the authorized amount, terms and purposes of the issuance,
         authentication and delivery of any Bonds, as herein set forth,
         additional conditions, limitations and restrictions thereafter to be
         observed;

                  (c) to evidence the succession of another Person to the Issuer
         to the extent expressly permitted under the Loan Documents and the
         Partnership Agreement or Certificate of Limited Partnership of the
         Issuer, and the assumption by any such successor of the covenants of
         the Issuer herein and in the Bonds contained;

                  (d) to add to the covenants of the Issuer, for the benefit of
         the Holders of all Bonds or to surrender any right or power herein
         conferred upon the Issuer; and

                  (e) to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to amend any other provisions with respect to
         matters or questions arising under this Indenture, which shall not be
         inconsistent with the provisions of this Indenture provided that such
         action shall not adversely affect in any material respect the interests
         of the Holders of the Bonds, as evidenced by a letter from the Rating
         Agency that the amendment would not


                                       51
<PAGE>   59

         result in the qualification, downgrading or withdrawal of the ratings
         then assigned to the Bonds.

         SECTION 9.02.    SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDHOLDERS.

         (a) With the consent of the Holders of Bonds representing not less than
67% of the principal balance of the Outstanding Bonds by Act of said Holders
delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Bonds under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Bond affected thereby:

                  (i) change the Stated Maturity of the Bonds or the installment
         of interest on the Bonds, reduce the principal amount of the Bonds, the
         Bond Interest Rate on the Bonds or the Yield Maintenance Premium
         payable with respect to principal Prepayments on the Bonds or the terms
         under which such Yield Maintenance Premiums are required to be paid, or
         change any place of payment where, or the coin or currency in which,
         any Bond or any interest thereon is payable, or impair the right to
         institute suit for the enforcement of the payment of the principal of
         or interest on any Bond on or after the Stated Maturity thereof;

                 (ii) reduce the percentage of the principal balance of the
         Outstanding Bonds, the consent of the Holders of which is required for
         any such supplemental indenture, or the consent of the Holders of which
         is required for any waiver of compliance with provisions of this
         Indenture or Defaults hereunder and their consequences provided for in
         this Indenture;

                (iii) modify any of the provisions of this Section or Section
         5.14, except to increase any percentage specified therein or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Bond
         affected thereby;

                  (iv) modify or alter the provisions of the proviso to the
         definition of the term "Outstanding";

                  (v) permit the creation of any lien other than the lien of
         this Indenture with respect to any part of the Trust Estate (except for
         Permitted Liens) or terminate the lien of this Indenture on any
         property at any time subject hereto or deprive the Holder of any Bond
         of the security afforded by the lien of this Indenture; or


                                       52


<PAGE>   60

                 (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the Scheduled Payment for any
         Payment Date (including the calculation of any of the individual
         components of such Scheduled Payment).

         (b) The Indenture Trustee may determine whether or not any Bonds would
be affected by any supplemental indenture in reliance upon an Opinion of Counsel
or confirmation from the Rating Agency that the then current ratings of the
Bonds would not be adversely affected by such supplemental indenture and any
such determination shall be conclusive upon the Holders of all Bonds, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.

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

         (d) Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall mail to the Holders of the Bonds to which such supplemental
indenture relates a notice prepared by the Issuer setting forth in general terms
the substance of such supplemental indenture. Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         SECTION 9.03.    EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and (subject to Section 6.01) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties or immunities under this
Indenture or otherwise.

         SECTION 9.04.    EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture far all purposes; and every Holder
of Bonds to which such supplemental indenture relates which have theretofore
been or thereafter are authenticated and delivered hereunder shall be bound
thereby.

         Notwithstanding any provision of this Article IX to the contrary, any
modification, amendment or supplement to this Indenture that is adverse to the
interests of the Servicer in any material respect shall not be binding upon the
Servicer without the Servicer's prior written consent.


                                       53

<PAGE>   61

         SECTION 9.05.    REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES .

         Bonds authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and if required by the
Indenture Trustee shall, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such supplemental indenture. If the
Issuer shall so determine, new Bonds so modified as to conform, in the opinion
of Indenture Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Bonds.

         SECTION 9.06.    AMENDMENTS TO LOAN DOCUMENTS.

         (a) With the consent of the Issuer and the Holders of Bonds
representing at least 66 2/3% of the principal balance of the Outstanding Bonds
by Act of said Holders delivered to the Issuer and the Indenture Trustee, the
Issuer and the Indenture Trustee may enter into a modification of any Loan
Document (other than the Indenture or the Bonds) for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, such Loan Document or of modifying in any manner the rights of the Holders
of the Bonds under such Loan Document; provided, however, that no such
modification shall, without the consent of the Holder of each Outstanding Bond
affected thereby, have any of the results enumerated in Section 9.02(a) (i)
through (vi).

         (b) The Indenture Trustee may determine whether or not any Bonds would
be affected by any modification of a Loan Document in reliance upon an Opinion
of Counsel or confirmation from the Rating Agency that the then current ratings
of the Bonds would not be adversely affected by such modification, and any such
determination shall be conclusive upon the Holders of all Bonds, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith. The
Indenture Trustee may, but shall not be obligated to, enter into any such
modification of a Loan Document that affects the Indenture Trustee's own rights,
duties or immunities under this Indenture or otherwise.

         (c) It shall not be necessary for any Act of Bondholders under this
Section to approve the particular form of any proposed modification, but it
shall be sufficient if such Act shall approve the substance thereof.

         (d) The Indenture Trustee shall deposit in the related Mortgage File an
original counterpart of the agreement relating to such modification, waiver or
amendment promptly following the execution thereof, except to the extent such
documents have been submitted to the applicable recording office, in which event
the Indenture Trustee shall place a copy of such document in the related
Mortgage File and shall place an original counterpart therein when the original
is returned from the recording office.


                                       54


<PAGE>   62


         SECTION 9.07.    AMENDMENTS TO GOVERNING DOCUMENTS.

                  (a) The Indenture Trustee shall, upon Issuer Request, consent
to any proposed amendment to the Issuer's or the General Partner's governing
documents, or an amendment to or waiver of any provision of any other document
relating to the Issuer's or General Partner's governing documents, such consent
to be given without the necessity of obtaining the consent of the Holders of any
Bonds upon receipt by the Indenture Trustee of:

                  (i) an Opinion of Counsel to the effect that such amendment or
         waiver will not adversely affect the interests of the Holders of the
         Bonds and that all conditions precedent to such consent specified in
         this Section 9.07 have been satisfied;

                 (ii) an Officers' Certificate, to which such proposed amendment
         or waiver shall be attached, stating that such attached copy is a true
         copy of the proposed amendment or waiver and that all conditions
         precedent to such consent specified in this Section 9.07 have been
         satisfied; and

                (iii) written confirmation from the Rating Agency that the
         implementation of the proposed amendment or waiver would not result in
         the downgrading or withdrawal of the ratings then assigned to the
         Bonds.

         (b) Notwithstanding the foregoing, the Indenture Trustee may decline to
consent to a proposed waiver or amendment that adversely affects its own rights,
duties or immunities under this Indenture or otherwise.

         (c) Nothing in this Section 9.07 shall be construed to require that any
Person obtain the consent of the Indenture Trustee to any amendment or waiver or
any provision of any document where the making of such amendment or the giving
of such waiver without obtaining the consent of the Indenture Trustee is not
prohibited by this Indenture or by the terms of the document that is the subject
of the proposed amendment or waiver.


                                   ARTICLE X.

                                  MISCELLANEOUS

         SECTION 10.01.   COMPLIANCE CERTIFICATES.

         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 Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by

                                       55


<PAGE>   63

any provision of this Indenture relating to such particular application or
request, no additional certificate need be furnished.

         SECTION 10.02.   FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.

         (a) 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.

         (b) Any certificate or opinion 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 Opinion of Counsel may be based on the written opinion of other
counsel, in which event such Opinion of Counsel shall be accompanied by a copy
of such other counsel's opinion and shall include a statement to the effect that
such counsel believes that such counsel and the Indenture Trustee may reasonably
rely upon the opinion of such other counsel.

         (c) 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.

         (d) Wherever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer'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 the Issuer 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 Section 6.01(b)(2).

         (e) Whenever in this Indenture it is provided that the absence of the
occurrence and continuation of a Default or Event of Default is a condition
precedent to the taking of any action by the Indenture Trustee at the request or
direction of the Issuer, then, notwithstanding that the satisfaction of such
condition is a condition precedent to the Issuer's right to make such request or
direction, the Indenture Trustee shall be protected in acting in accordance with
such request or direction if it does not have knowledge of the occurrence and
continuation of such Default or Event of Default as provided in Section 6.01(d).


                                      56


<PAGE>   64

         SECTION 10.03.   ACTS OF BONDHOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Bondholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Bondholders in person or by an agent
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
Bondholders 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 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority.

         (c) The ownership of Bonds shall be proved by the Bond Register.

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

         SECTION 10.04.   NOTICES TO INDENTURE TRUSTEE AND ISSUER.

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Bondholders or other documents provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with:

                  (a) the Indenture Trustee by any Bondholder or by the Issuer
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with and received by the Indenture
         Trustee at its Corporate Trust Office; or

                  (b) the Issuer by the Indenture Trustee or by any Bondholder
         shall be sufficient for every purpose hereunder (except for certain
         Events of Default as provided in the definition of Event of Default) if
         in writing and mailed, first-class postage prepaid, to the Issuer
         addressed to it at 889 Ridge Lake Boulevard, Suite 100, Memphis, Shelby

                                       57

<PAGE>   65

         County, Tennessee 38120, or at any other address previously furnished
         in writing to the Indenture Trustee by the Issuer.

         SECTION 10.05.   NOTICES AND REPORTS TO BONDHOLDERS; WAIVER OF NOTICES.

         (a) Where this Indenture provides for notice to Bondholders of any
event or the mailing of any report to Bondholders, such notice or report shall
be sufficiently given (unless otherwise herein expressly provided) if mailed,
first-class postage prepaid, to each Bondholder affected by such event or to
whom such report is required to be mailed, at the address of such Bondholder as
it appears on the Bond Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice or the mailing
of such report. In any case where a notice or report to Bondholders is mailed in
the manner provided above, neither the failure to mail such notice or report,
nor any defect in any notice or report so mailed, to any particular Bondholder
shall affect the sufficiency of such notice or report with respect to other
Bondholders, and any notice or report which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided.

         (b) 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 Bondholders 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 waiver.

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

         SECTION 10.06.   RULES BY INDENTURE TRUSTEE.

         The Indenture Trustee may make reasonable rules for any meeting of
Bondholders.

         SECTION 10.07.   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 10.08.   SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this Indenture by the Issuer shall bind
its successors and assigns, whether so expressed or not.


                                       58
<PAGE>   66

         SECTION 10.09.   SEPARABILITY.

         In case any provision in this Indenture or in the Bonds shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         SECTION 10.10.   BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Bonds, expressed or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, any Class B Trustee, separate trustee or co-trustee appointed under
Section 6.14, the Servicer and the Bondholders, any benefit or any legal or
equitable right, remedy or claim under this Indenture.

         SECTION 10.11.   LEGAL HOLIDAYS.

         Except as otherwise provided herein or in the Glossary, in any case
where the date of any Payment Date, Special Payment Date or any other date on
which principal of or interest on any Bond is proposed to be paid shall not be a
Business Day, then (notwithstanding any other provision of the Bonds or this
Indenture) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the nominal
date of any such Payment Date, Special Payment Date or other date for the
payment of principal of or interest on any Bond and no interest shall accrue for
the period from and after any such nominal date, provided such payment is made
in full on such next succeeding Business Day.

         SECTION 10.12.   GOVERNING LAW.

         IN VIEW OF THE FACT THAT BONDHOLDERS MAY RESIDE IN MANY STATES AND
OUTSIDE THE UNITED STATES AND THE DESIRE TO ESTABLISH WITH CERTAINTY THAT THIS
INDENTURE WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAW OF A STATE HAVING A WELL-DEVELOPED BODY OF COMMERCIAL AND FINANCIAL LAW
RELEVANT TO TRANSACTIONS OF THE TYPE CONTEMPLATED HEREIN, THIS INDENTURE AND
EACH BOND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.

         SECTION 10.13.   COUNTERPARTS.

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



                                       59
<PAGE>   67

         SECTION 10.14.   ISSUER OBLIGATION.

         Except as expressly provided in the Loan Documents, no recourse may be
taken, directly or indirectly, against any organizer, General Partner or the
Indenture Trustee or of any predecessor or successor of the Issuer or the
Indenture Trustee with respect to the Issuer's obligations with respect to the
Bonds or the obligations of the Issuer or the Indenture Trustee under this
Indenture or any certificate or other writing delivered in connection herewith
or therewith.

         SECTION 10.15.   USURY.

         The amount of interest payable or paid on any Bond under the terms of
this Indenture shall be limited to the Highest Lawful Rate. In the event any
payment of interest on any Bond exceeds the Highest Lawful Rate, the Issuer
stipulates that such excess amount will be deemed to have been paid as a result
of an error on the part of both the Indenture Trustee, acting on behalf of the
Holder of such Bond, and the Issuer, and the Holder receiving such excess
payment shall promptly, upon discovery of such error or upon notice thereof from
the Issuer or the Indenture Trustee, refund the amount of such excess or, at the
option of the Indenture Trustee, apply the excess to the payment of principal of
such Bond, if any, remaining unpaid. In addition, all sums paid or agreed to be
paid to the Indenture Trustee for the benefit of Holders of Bonds for the use,
forbearance or detention of money shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
such Bonds.

         SECTION 10.16    STREIT ACT.

         Any provisions required to be contained in this Indenture by Section
126 and Section 130- k of Article 4-A of the New York Real Property Law are
hereby incorporated, and such provisions shall be in addition to those conferred
or imposed by this Indenture, provided, however, that to the extent that such
Section 126 or Section 130-k shall not apply to this Indenture, said Section 126
or Section 130-k should at any time be repealed or cease to apply to this
Indenture, or be construed by judicial decision to be inapplicable, said Section
126 or Section 130-k as the case may be shall cease to have any further effect
upon the provisions of this Indenture. In case of a conflict between the
provisions of this Indenture and any mandatory provisions of Article 4-A of the
New York Real Property Law, such mandatory provisions of said Article 4-A shall
prevail, provided that if said Article 4-A shall not apply to this Indenture,
should at any time be repealed, or cease to apply to this Indenture, or be
construed by judicial decision to be inapplicable, such mandatory provisions of
such Article 4-A shall cease to have any further effect upon the provisions of
this Indenture.

                                      *****

                             [SIGNATURES TO FOLLOW]


                                       60

<PAGE>   68

         IN WITNESS WHEREOF, the Issuer, acting through its duly authorized
general partner, the Indenture Trustee and the Fiscal Agent have caused this
Indenture to be duly executed by officers thereunto duly authorized, all as of
the day and year first above written.

                                     RFS FINANCING PARTNERSHIP, L.P.,
                                     a Tennessee limited partnership

                                     By:  RFS FINANCING CORPORATION,
                                          a Tennessee corporation,
                                          its duly authorized general partner


                                     By:



                                     LASALLE NATIONAL BANK,
                                     as Indenture Trustee


                                     By:



                                     ABN AMRO BANK N.V.,
                                     as Fiscal Agent


                                     By: