<PAGE>
                                                                     Exhibit 4.1


                       FOUNDATION CAPITAL RESOURCES, INC.,

                                     Issuer

                                       And

                             RELIANCE TRUST COMPANY

                                     Trustee

                                    INDENTURE

                           Dated as of January 1, 2002

                                   Related to

                       FOUNDATION CAPITAL RESOURCES, INC.

                          CERTIFICATES OF INDEBTEDNESS




<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

                                   ARTICLE I
                                  DEFINITIONS

Section 1.01      General Definitions ....................................   6

                                   ARTICLE II
                                THE CERTIFICATES

Section 2.01      Forms Generally ........................................  13
Section 2.02      Forms of Certificates and Certificate of
                  Authentication .........................................  14
Section 2.03      Certificates Issuable; Provisions With Respect to
                  Principal and Interest Payments ........................  15
Section 2.04      Denominations ..........................................  15
Section 2.05      Execution, Authentication, Delivery and Dating .........  15
Section 2.06      Temporary Certificates .................................  16
Section 2.07      Initial Registration, Registration of Transfer .........  16
Section 2.08      Mutilated, Destroyed, Lost or Stolen Certificates ......  17
Section 2.09      Payments of Principal and Interest .....................  17
Section 2.10      Persons Deemed Owners ..................................  18
Section 2.11      Cancellation ...........................................  18
Section 2.12      Authentication and Delivery of Certificates ............  18

                                  ARTICLE III
                                   COVENANTS

Section 3.01      Payment of Certificates ................................  19
Section 3.02      Maintenance of Office or Agency ........................  19
Section 3.03      Establishment of Certificate Payment Account and
                  Money for Certificate Payments to be Held in Trust .....  19
Section 3.04      Maintenance of Existence; Consolidation or Merger ......  20
Section 3.05      Warranty of Title and Authority to Pledge ..............  20
Section 3.06      Protection Of Title ....................................  20
Section 3.07      Negative Covenants .....................................  21
Section 3.08      Annual Statement as to Compliance ......................  21
Section 3.09      Tax Treatment ..........................................  22
Section 3.10      Financial Covenant .....................................  22
Section 3.11      Establishment of Proceeds Escrow Account ...............  22

                                   ARTICLE IV
                                 PLEDGED ASSETS

Section 4.01      Holding Of Pledged Assets ..............................  22
Section 4.02      Disposition of Payments on Pledged Assets ..............  22
Section 4.03      Consents, Waivers and Modifications ....................  23
Section 4.04      Rights of Trustee and Issuer After Event of Default ....  24
Section 4.05      Establishment of Eligible Collateral Account and
                  Investment by Trustee ..................................  24
Section 4.06      Performance of Obligations .............................  24
Section 4.07      Valuation of Pledged Assets ............................  24
Section 4.08      Maintenance of Eligible Collateral .....................  25
Section 4.09      Withdrawal or Substitution of Pledged Assets ...........  25
Section 4.10      Protection of Pledged Assets ...........................  27



                                      - i -

<PAGE>



                                   ARTICLE V
                             DEFAULTS AND REMEDIES

Section 5.01      Event Of Default .......................................  27
Section 5.02      Acceleration Of Maturity; Rescission And Annulment .....  28
Section 5.03      Collection of Indebtedness and Suits for Enforcement
                  by Trustee .............................................  29
Section 5.04      Remedies ...............................................  30
Section 5.05      [RESERVED] .............................................  30
Section 5.06      Trustee May File Proofs of Claim .......................  30
Section 5.07      Trustee May Enforce Claims Without Possession of
                  Certificates ...........................................  31
Section 5.08      Application of Money Collected .........................  31
Section 5.09      Limitation on Suits ....................................  31
Section 5.10      Unconditional Rights of Holders to Receive Principal
                  and Interest ...........................................  32
Section 5.11      Restoration of Rights and Remedies .....................  32
Section 5.12      Rights and Remedies Cumulative .........................  32
Section 5.13      Delay or Omission Not Waiver ...........................  32
Section 5.14      Control by Holders .....................................  33
Section 5.15      Waiver of Past Defaults ................................  33
Section 5.16      Undertaking for Costs ..................................  33
Section 5.17      Waiver of Stay or Extension Laws .......................  34
Section 5.18      Sale of Pledged Assets .................................  34
Section 5.19      Action on Certificates .................................  35

                                   ARTICLE VI
                                  THE TRUSTEE

Section 6.01      Duties of Trustee ......................................  35
Section 6.02      Notice of Default ......................................  36
Section 6.03      Rights of Trustee ......................................  36
Section 6.04      Not Responsible For Recitals or Issuance of
                  Certificates ...........................................  37
Section 6.05      May Hold Certificates ..................................  38
Section 6.06      Money Held In Trust ....................................  38
Section 6.07      Compensation and Reimbursement .........................  38
Section 6.08      Resignation and Removal; Appointment of Successor ......  39
Section 6.09      Acceptance of Appointment by Successor .................  40
Section 6.10      Merger, Conversion, Consolidation or Succession to
                  Business Of Trustee ....................................  40
Section 6.11      Disqualification; Conflicting Interests ................  40
Section 6.12      Corporate Trustee Required; Eligibility ................  41
Section 6.13      Preferential Collection of Claims Against Issuer .......  41

                                  ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 7.01      Issuer to Furnish Trustee Names and Addresses of
                  Holders ................................................  41
Section 7.02      Preservation of Information ............................  41
Section 7.03      Reports by Trustee .....................................  41
Section 7.04      Reports by Issuer ......................................  42

                                  ARTICLE VIII
                           SATISFACTION AND DISCHARGE

Section 8.01      Satisfaction and Discharge of Indenture ................  42
Section 8.02      Application of Trust Money .............................  43



                               - ii -

<PAGE>

                                   ARTICLE IX
                            SUPPLEMENTAL INDENTURES

Section 9.01      Supplemental Indentures Without Consent of Holders ...... 43
Section 9.02      Supplemental Indentures With Consent of Holders ......... 44
Section 9.03      Execution of Supplemental Indentures .................... 46
Section 9.04      Effect of Supplemental Indentures ....................... 46
Section 9.05      Reference in Certificates to Supplemental Indentures .... 46
Section 9.06      Conformity With Trust Indenture Act ..................... 46
Section 9.07      Future Certificates ..................................... 46

                                   ARTICLE X
                           REDEMPTION OF CERTIFICATES

Section 10.01     Applicability of Article ................................ 46

                                   ARTICLE XI
                                 MISCELLANEOUS

Section 11.01     Compliance Certificates and Opinions .................... 48
Section 11.02     Form of Documents Delivered to Trustee .................. 49
Section 11.03     Acts of Holders ......................................... 50
Section 11.04     Notices, Etc. to Trustee and Issuer ..................... 50
Section 11.05     Notices and Reports to Holders; Waiver of Notices ....... 51
Section 11.06     Rules by Trustee and Agents ............................. 51
Section 11.07     Effect of Headings and Table of Contents ................ 51
Section 11.08     Successors and Assigns .................................. 51
Section 11.09     Separability ............................................ 51
Section 11.10     Benefits of Indenture ................................... 51
Section 11.11     Legal Holidays .......................................... 52
Section 11.12     Governing Law ........................................... 52
Section 11.13     Counterparts ............................................ 52
Section 11.14     Recording of Indenture .................................. 52
Section 11.15     Issuer Obligation ....................................... 52
Section 11.16     Usury ................................................... 52
Section 11.17     Conflict With Trust Indenture Act ....................... 52







                                     - iii -


<PAGE>

                                     PARTIES

         INDENTURE, dated as of January 1, 2002 (as amended or supplemented from
time to time as permitted hereby, the "Indenture"), between FOUNDATION CAPITAL
RESOURCES, INC., a Georgia corporation (herein, together with its permitted
successors and assigns, called the "Issuer"), and RELIANCE TRUST COMPANY, a
Georgia trust company, as trustee (together with its permitted successors
hereunder, the "Trustee").

                              PRELIMINARY STATEMENT

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for its Certificates of Indebtedness (the "Certificates"),
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
Certificates. The Issuer is entering into this Indenture, and the Trustee is
accepting the trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.

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

                                 GRANTING CLAUSE

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


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

         The Trustee acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions of this Indenture and agrees to perform the
duties herein required.

         Issuer hereby also appoints Reliance Trust Company as Registrar and
Paying Agent hereunder.


                                    ARTICLE I
                                   DEFINITIONS

          Section 1.01 General Definitions. Except as otherwise specified or as
                       -------------------
the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture, and the definitions
of such terms are applicable to the singular as well as to the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders of
such terms. Whenever reference is made herein to an Event of Default or a
Default known to the Trustee or of which the Trustee has notice or knowledge,
such reference shall be construed to refer only to an Event of Default or
Default of which the Trustee is deemed to have notice or knowledge pursuant to
Section 6.01(d).

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

         "Act":  With respect to any Holder, as defined in Section 11.03.
          ---

<PAGE>


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

         "Agent": Means either "Authenticating Agent" or "Paying Agent."
          -----

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

         "Authorized Officer": Any officer of the Issuer who is authorized to
          ------------------
act and whose name appears on a list furnished by the Issuer to the Trustee, as
such list may be amended or supplemented from time to time.

         "Basic Maintenance Amount": As of any Valuation Date, the Dollar amount
          ------------------------
equal to 100% of the aggregate principal amount of the Certificates Outstanding
and released from the Proceeds Escrow Agreement.

         "Board Resolution": means a copy of a resolution certified by the
          ----------------
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the board of directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day": Any day other than (i) a Saturday or a Sunday, or (ii)
          ------------
a day on which banking institutions in the State of Georgia are authorized or
obligated by law or executive order to be closed.

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

       "Certificate of Available Eligible Collateral": A certificate,
        --------------------------------------------
substantially in the form of Exhibit B hereto, executed by an Authorized Officer
                             ---------
of the Issuer, delivered to the Trustee with respect to any required valuation
of Pledged Assets subject to the Lien of this Indenture.

         "Certificate Register":  As defined in Section 2.07.
          --------------------

         "Certificate Payment Account": The trust account created and maintained
          ---------------------------
pursuant to Section 3.03, which shall be entitled "Reliance Trust Company, as
trustee, in trust for registered holders of Foundation Capital Resources, Inc.
2002 Series A Certificates of Indebtedness." Certain funds deposited in the
Certificate Payment Account shall be held in trust for the Certificate Holders
as more fully described in Sections 3.03, 5.02 and 5.08.

         "Certificates":  Any certificates authorized by, and issued and
          ------------
delivered under, this Indenture.

         "Commission": The Securities and Exchange Commission, as from time to
          ----------
time constituted, created under the Securities Exchange Act of 1934, or if at
any time such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at
such time under the Trust Indenture Act or similar legislation replacing the
Trust Indenture Act.

         "Corporate Trust Office": The principal corporate trust office of the
          ----------------------
Trustee located at 3384 Peachtree Road, N.E., Suite 900, Atlanta, Georgia
30326-1106, or at such other address as the Trustee may designate from time to
time by notice to the Holders and the Issuer, or the principal corporate trust
office of any successor Trustee.

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

        "Deliver" or "Delivered" or "Delivery":  When used in connection with
         -------      ---------      --------
Pledged Assets:

                  (a) with respect to Mortgage Documents or debt obligations
that are not book-entry securities and are susceptible of physical delivery,
when such assets, accompanied by the Required Documentation, have been
physically delivered to the Trustee or its nominee (as pledgee) and (i) in the
case of




<PAGE>

Government Securities in bearer form, have been endorsed in blank or in
the name of the Trustee or its nominee (as pledgee), and (ii) in the case of
bankers' acceptances, commercial paper or other debt obligations, have been so
registered or the transfer thereof to the Trustee or its nominee (as pledgee)
has been otherwise effected in such manner that the Trustee or its nominee (as
pledgee)is entitled to receive directly any payments on or with respect to such
assets; or

                  (b) with respect to book-entry securities, (i) when proper
notification and/or instruction for the transfer of such securities to the
Trustee or its nominee (as pledgee) has been given and the relevant depositary
sends the Trustee or its nominee confirmation of the "purchase" (as such term is
defined in the UCC) of such book-entry securities by the Trustee or its nominee
(as pledgee) and also by book-entry or otherwise identifies such book-entry
securities as belonging to the Trustee or its nominee (as pledgee) in such
manner that the Trustee or its nominee (as pledgee)is entitled to withdraw or to
receive directly any payments on or with respect to such book-entry securities;
in each case in accordance with applicable law and regulation, including,
without limitation, regulations of the United States Government, the UCC and
procedures of any issuer or custodian or registrar for, such book-entry
security; or

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

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


and, with respect to all such delivered items described in (a) through (d),
accompanied by evidence that appropriate financing statements have been filed in
each jurisdiction in which financing statements are required to be filed in
order to perfect a security interest therein in favor of the Trustee.


         "Eligible Collateral": Means Eligible Mortgage Loans, Short-Term Money
          -------------------
Market Instruments and Cash.

         "Eligible Collateral Account": The trust account created and maintained
          ---------------------------
pursuant to Section 4.05, which shall be entitled "Reliance Trust Company, as
trustee, in trust for Foundation Capital Resources, Inc. and Certificate
Holders" Certain funds deposited in the Eligible Collateral Account shall be
held in trust for the Issuer and Certificate Holders as more fully described in
Section 4.05 as Cash or in Short-Term Money Market Instruments.

         "Eligible Mortgage Loan": Means each mortgage loan, bond collateralized
          ----------------------
loan and mortgage bond, that, as of the date it is first pledged as collateral
under the Indenture shall not be delinquent (no payments more than 90 days in
arrears). Eligible Mortgage Loan shall include any participation interest in a
mortgage loan meeting the foregoing criteria.

         "Event of Default":  The meaning specified in Section 5.01.
          ----------------

         "FDIC":  The Federal Deposit Insurance Corporation, or any successor
          ----
thereto.

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

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

         "GAAP":  Shall mean generally accepted accounting principles in effect
          ----
in the United States.



<PAGE>

         "GAAP Net Worth": Shall mean the excess of total assets of Issuer and
          --------------
its consolidated subsidiaries and Affiliates, if any, over total liabilities of
Issuer of it consolidated subsidiaries and Affiliates in accordance with GAAP.

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

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

         "Highest Lawful Rate":  The meaning specified in Section 11.16.
          -------------------

         "Holder":  The holder of Certificates issued pursuant to this
          ------
Indenture.

         "Holder":  The Person in whose name a Certificate is registered in the
          ------
Note Register.

         "Indenture" or "This Indenture": This instrument as originally executed
          ---------      --------------
and, if from time to time supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
as so supplemented or amended. All references in this instrument to designated
"Articles", "Sections", "Subsections" and other subdivisions are to the
designated Articles, Sections, Subsections and other subdivisions of this
instrument as originally executed. The words "herein", "hereof" and "hereunder"
and other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section, Subsection or other subdivision.

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

         "Interest Accrual Period":  With respect to the Certificates and any
          -----------------------
Payment Date, the six months prior to such Payment Date.

         "Issuer":  Foundation Capital Resources, Inc., a Georgia corporation.
          ------

         "Issuer Order" and "Issuer Request": A written order or request that is
          ------------       --------------
dated and signed in the name of the Issuer by an Authorized Officer and
delivered to the Trustee.

         "Lien":  Means any mortgage, lien, charge or encumbrance on or pledge
          ----
of or security interest in any of the Trust Estate.

         "Market Value":  As of any date the amount determined with respect to
          ------------
specific Eligible Collateral in the manner set forth below:



<PAGE>


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

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

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

         Notwithstanding the foregoing, the Market Value of any items of
Eligible Collateral of the same type may be calculated in a pooled basis,
applying the foregoing procedures to the aggregate pooled balance or amount
thereof.

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

         "Mortgage": The mortgage, deed of trust or other instrument creating a
          --------
first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.

         "Mortgage Documents":  The documents pertaining to a particular Pledged
          ------------------
Loan including the Required Documentation delivered to the Trustee.

         "Mortgage Loan": A mortgage bond(s) or any loan secured by (i) real
          -------------
property, including residential, commercial, multifamily, land and construction
loans, located in any state, or (ii) a security interest in mortgage bonds.

         "Mortgage Note":  The original executed note or other evidence of
          -------------
indebtedness evidencing the indebtedness under a Mortgage Loan.

         "Mortgaged Property":  The underlying property securing a Pledged Loan.
          ------------------

         "Mortgagor":  The obligor(s) on a Mortgage Note.
          ---------

         "Officers' Certificate":  A certificate signed by an Authorized
          ---------------------
Officer.

         "Opinion of Counsel": A written opinion of counsel who may, except as
          ------------------
otherwise expressly provided in this Indenture, be counsel for the Issuer, and
who shall be reasonably satisfactory to the Trustee.

         "Outstanding":  When used with respect to the Certificates, as of the
          -----------
date of determination, all Certificates theretofore authenticated and delivered
under this Indenture except:

         (i)      Certificates theretofore cancelled by the Registrar or
                  delivered to the Registrar for cancellation; and

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

provided, however, that in determining whether or not the Holders of the
requisite principal amount of the Certificates Outstanding under this Indenture
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or whether or not a quorum is present at a meeting of Holders
of Certificates, Certificate owned by the Issuer or any Affiliate of the Issuer
(unless the Issuer or such Affiliate owns all Certificates Outstanding under
this Indenture, determined without regard to this clause) shall be disregarded
and deemed not to be Outstanding, except upon any such request, demand,
authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Certificates which the
trustee knows to be owned shall be so disregarded; provided, however, that
Certificates so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Certificates and that the pledgee
is not the Issuer or any Affiliate of the Issuer.



<PAGE>


         "Paying Agent":  The Trustee or any other Person authorized by the
          ------------
Company to pay the principal of (and premium, if any) or interest on any
Certificates on behalf of the Company.

         "Payment Date":  The 1st day of July and January after the issuance of
          ------------
the Certificates or, if such day is not a Business Day, the next succeeding
Business Day.

         "Person": Any individual, corporation, partnership, joint venture,
          ------
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "Pledged Asset Schedule": The list of Pledged Assets (as from time to
          ----------------------
time amended to reflect the addition of and the deletion of certain Pledged
Assets) Granted to the Trustee pursuant to the provisions hereof and from time
to time subject to this Agreement, electronically transmitted from the Issuer to
the Trustee and attached as Schedule I to the Certificate of Available Eligible
Collateral.

         "Pledged Assets": The Eligible Collateral that has been Delivered to
          --------------
the Trustee or its nominee (as pledgee) and made subject to the Lien of this
Indenture to secure the Certificates Outstanding hereunder, including all
proceeds thereof.

         "Pledged Loans": Such of the Mortgage Loans Granted to the Trustee
          -------------
pursuant to the provisions hereof as from time to time are held as a part of the
Pledged Assets, the Mortgage Loans so held being identified in the Pledged Asset
Schedule, notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property.

         "Principal Amount":  As of any date, the original principal amount of
          ----------------
the Certificates reduced by all amounts previously distributed to Certificate
Holders as payments of principal.

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

         "Proceeds Escrow Account":  The account defined in Section 3.11.
          -----------------------

         "Record Date": With respect to any Payment Date, the date on which the
          -----------
Persons entitled to receive any payment of principal of, or interest on, any
Certificates (or notice of a payment in full of principal) due and payable on
such Payment Date are determined; such date being the 15th day of the month
prior to such Payment Date.

         "Registrar": The Trustee shall be the Registrar for the purpose of
          ---------
registering Certificates and transfers of Certificates as herein provided. Upon
any resignation of any Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assumes the duties of
Registrar.

         "Required Documentation":  With respect to a Mortgage Loan, means:
          ----------------------

                  (a) the mortgage note or other evidence of indebtedness
secured by the mortgage endorsed without recourse in blank or to the Trustee or
other custodian and accompanied by an assignment thereof and any assumption or
modification agreements relating thereto together with (i) a copy of the
mortgage, deed of trust, deed to secure debt or similar security instruments
encumbering real property and related documentation, with evidence of recording
or filing thereof, in each case accompanied by an original assignment thereof,
executed in blank or to the Trustee or other custodian, with evidence of
recording or filing thereof; and (ii) a copy of the ALTA lender's title
insurance policy, duly endorsed to show the Trustee as the assignee (or, if not
yet available, a preliminary title report which will be acceptable for a period
of 60 days following the Delivery of such mortgage) stating that the mortgage
constitutes a valid lien on the premises described in such mortgage (which
policy or title report may be subject to exceptions for permitted tax liens and
other matters to which like properties are commonly subject which neither
individually nor in the aggregate materially interfere with the benefits of the
security interest intended to be provided by such mortgage and standard
exceptions and exclusions from mortgage title insurance policies);


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

<PAGE>



                  (c) the certificated mortgage bonds duly assigned in blank to
the Trustee and the book-entry mortgage bonds have been collaterally assigned to
the Trustee and the registrar thereof has confirmed the entry of the interest of
the Trustee on its bond registry.


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

         "Sale":  The meaning specified in Section 5.18(a).
          ----

         "Securities Act":  The Securities Act of 1933, as amended.
          --------------


         "Short-Term Money Market Instrument": Any of the following instruments,
          ----------------------------------
and then only if on the date such instrument first becomes subject to the Lien
of this Indenture the instrument has a remaining term to maturity not in excess
of 90 days:


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


                  (b) Commercial paper the obligor(s) of which has a short-term
commercial paper or other unsecured short-term rating in the highest rating
category and a long-term debt obligation rating in one of the two highest
rating categories set by a recognized rating agency.


         "Stated Maturity":  With respect to any and all Certificates, as
          ---------------
defined in Section 2.03(b).

         "Total Indebtedness": Shall mean total indebtedness for borrowed monies
          ------------------
of the Issuer and its consolidated subsidiaries and Affiliates, if any,
determined in accordance with GAAP, less the amount of any nonrecourse
indebtedness of the Issuer and its consolidated subsidiaries and Affiliates.

         "Trustee": Reliance Trust Company, a Georgia trust company, and any
          -------
Person succeeding as Trustee hereunder pursuant to Section 6.12 or any other
applicable provision hereof.

         "Trust Estate":  Means the Proceeds Escrow Account, Pledged Assets,
          ------------
Elibible Collateral Account, Certificate Payment Account and all other amounts
held by Trustee hereunder.

         "Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
          -------------------
amended, as in force and effect at the date of execution of this Indenture.

         "Valuation Date":  As to the Pledged Assets, (a) the date of issuance
          --------------
of the Certificates and (b) the last day of each calendar quarter after the
Certificates are first issued.

                                   ARTICLE II
                                THE CERTIFICATES

         Section 2.01 Forms Generally. The Certificates and the Trustee's
                      ---------------
certificate of authentication shall be insubstantially the form required by
this Article II. Each Certificate, issued pursuant to this Indenture shall be,
(i) in the case of certificated Certificates, substantially in the form
attached hereto as Exhibit A, with such appropriate insertions, omissions,
                   ---------
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined appropriate by the officers executing such Certificates, as
evidenced by their execution thereof, and (ii) in the case of uncertificated
Certificates, subject to the terms and conditions as set forth in the form
attached as Exhibit A but also subject to the interest rate, maturity date and
            ---------
other information set forth in the confirmation of book entry to be provided by
the Registrar. Any portion of the text of any certificated Certificates may be
set forth on the reverse thereof with an appropriate reference on the face of
the Certificate. The

<PAGE>


certificated Certificates may be reproduced in any manner determined by the
officers executing such Certificates, as evidenced by their execution thereof.


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

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

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

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

         (d) the identity of the Registrar with respect to such Certificates;

         (e) any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to any of such Certificates,
whether or not such Events of Default or covenants are consistent with the
Events of Default or covenants set forth herein;

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

         (g) whether the Certificates will be certificated or uncertificated;

         (h) the terms, if any, on which the Certificates are subject to
redemption prior to maturity; and

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

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

         Section 2.02  Forms of Certificates and Certificate of Authentication.
                       -------------------------------------------------------

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

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

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

         Section 2.03 Certificates Issuable; Provisions With Respect to
                      -------------------------------------------------
Principal and Interest Payments.
-------------------------------

         (a) General.  The Certificates shall be designated generally as the
             -------
Foundation Capital Resources, Inc. Certificates of Indebtedness.

         (b) Subject to the provisions of Section 3.10, the aggregate principal
amount of Certificates at any time outstanding which may be executed,
authenticated and delivered under this Indenture is unlimited.

         (c) Stated Maturity and Payment of Principal. The Certificates will
             ----------------------------------------
mature a minimum of one year and a maximum of ten years from the date of
issuance, as stated on the face of each Certificate (the "Stated Maturity").
The principal of each Certificate shall be payable at the Stated Maturity
thereof unless the unpaid principal of such Certificate becomes due and payable
at an earlier date by declaration of acceleration or otherwise. All cash
payments made with respect to any Certificate shall be applied first to the
interest then due and payable on such Certificate and then to the principal
thereof.

<PAGE>

         (d) Calculation and Payment of Interest on the Certificates. The
             -------------------------------------------------------
Certificates will bear interest upon the unpaid principal amount thereof from
the date of issuance of the Certificates at the rate per annum fixed by the
Issuer on the date of issuance, computed on a basis of a 360-day year of twelve
30-day months. The date of issuance shall be the date upon which Registrar has
received a fully executed Subscription Agreement and good funds in payment of
such Certificate. Once determined, the rate of interest payable on a Certificate
will remain fixed until the Certificate matures. Interest is payable to the
persons in whose names the Certificates are registered either (a) semiannually
in arrears on each Payment Date or (b) for Holders of $20,000 or more of the
Certificates that so elect by written notice of election filed with the Trustee,
monthly in arrears on the 15th day of each month, or (c) compounding semi-
annually on the Payment Date, at the Stated Maturity.

           Section 2.04  Denominations.  The Certificates shall be issued in
                         -------------
minimum denominations of $5,000.  Provided that Certificates purchased pursuant
to Issuer's Interest Reinvestment Plan may be purchased in any denomination.


           Section 2.05 Execution, Authentication, Delivery and Dating.
                        ----------------------------------------------
Certificated Certificates shall be executed on behalf of the Issuer by an
Authorized Officer of the Issuer. The signature of such officer on the
Certificates may be manual or facsimile.


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

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Certificates executed on behalf of the
Issuer to the Trustee (i) with respect to Certificates in certificated form, the
certificates representing such Certificates for authentication, together with
the Board Resolution and Officer's Certificate or supplemental indenture with
respect to such Certificates and an Issuer's Order for the authentication and
delivery of such

         Certificates, and (ii) with respect to Certificates in uncertificated
form, the Board Resolution and Officer's Certificate or supplemental indenture
with respect to such Certificates, and the Trustee in accordance with the Issuer
Order and subject to the provisions hereof shall authenticate and deliver such
Certificates.

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


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

         Section 2.06 Temporary Certificates. If temporary Certificates are
                      ----------------------
issued, the Issuer will cause Certificates to be prepared without unreasonable
delay. After the preparation of Certificates, the temporary Certificates shall
be exchangeable for Certificates upon surrender of the temporary Certificates at
the office or agency of the Issuer to be maintained as provided in Section 3.02,
without charge to the Holder. Upon surrender or cancellation of any one or more
temporary Certificates, the Issuer shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Certificates of authorized denominations. Until so exchanged, the
temporary Certificates shall in all respects be entitled to the same benefits
under this Indenture as definitive Certificates.

         Section 2.07 Initial Registration, Registration of Transfer. The
                      ----------------------------------------------
Registrant shall maintain a register (the "Register") in which, subject to such
reasonable regulations as it may prescribe, the Registrar shall register the
Certificates and transfers of Certificates. The Trustee shall have the right to
inspect such Register at all reasonable times and to rely conclusively upon a
certificate of the Registrar as to the names and addresses of the Holders of the
Certificates and the principal amounts and numbers of such Certificates so held.

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

<PAGE>


         At the option of the Holder, certificated Certificates may be exchanged
for other Certificates of any authorized denominations, and of a like aggregate
initial principal amount, upon surrender of the Certificates to be exchanged at
such office or agency. Whenever any certificated Certificates are so surrendered
for exchange, the Issuer shall execute, and the Trustee shall authenticate and
deliver, the Certificates which the Certificate Holder making the exchange is
entitled to receive. Holders may transfer ownership of an uncertificated
Certificate on the Register only by written notice to the Registrar signed by
the owner(s), or the owner's authorized representative, on a form to be supplied
by the Registrar.


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

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


         Section 2.08 Mutilated, Destroyed, Lost or Stolen Certificates. If (1)
                      -------------------------------------------------
any mutilated Certificate is surrendered to the Trustee or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (2) there is delivered to the Trustee such security or indemnity
as may be required by the Trustee to save the Issuer and the Trustee harmless,
then, in the absence of notice to the Issuer or the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Issuer shall execute
and upon its request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate or Certificates of the same tenor, aggregate initial principal
amount bearing a number not contemporaneously outstanding. If, after the
delivery of such new Certificate, a bona fide purchaser of the original
Certificate in lieu of which such new Certificate was issued presents for
payment such original Certificate, the Issuer and the Trustee shall be entitled
to recover such new Certificate from the person to whom it was delivered or any
person taking therefrom, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expenses incurred by the Issuer or the Trustee in
connection therewith. If any such mutilated, destroyed, lost or stolen
Certificate shall have become or shall be about to become due and payable, or
shall have become subject to redemption in full, instead of issuing a new
Certificate, the Issuer may pay such Certificate without surrender thereof,
except that any mutilated Certificate shall be surrendered.


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

         Every new Certificate issued pursuant to this Section in lieu of any
destroyed, lost or stolen Certificate shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Certificate 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 Certificates duly issued hereunder.

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

         Section 2.09      Payments of Principal and Interest.
                           ----------------------------------
                  (a) All payments of principal of and interest on the
Certificates shall be made only to the registered Holder thereof and only from
the assets of the Issuer, and each Holder of the Certificates, by its acceptance
of the Certificates, agrees that it will have recourse solely against such
assets of the Issuer and that the Trustee shall not be personally liable for
any amounts payable, or performance due, under the Certificates or this
Indenture.


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

<PAGE>

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

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

         Section 2.10 Persons Deemed Owners. Prior to due presentment for
                      ---------------------
registration of transfer of any Certificate, the Issuer, the Trustee, and any
agent of the Issuer or the Trustee shall treat the Person in whose name any
Certificate is registered as the owner of such Certificate (a) on the applicable
Record Date for the purpose of receiving payments of the principal of, and
interest on, such Certificate and (b) on any other date for all other purposes
whatsoever, whether or not such Certificate is overdue, and neither the Issuer,
the Trustee, or any agent of the Issuer or the Trustee shall be affected by
notice to the contrary.

         Section 2.11 Cancellation. All certificated Certificates surrendered
                      ------------
for payment, registration of transfer, exchange or redemption shall, if
surrendered to any Person other than the Issuer, be then delivered to the Issuer
and shall be promptly cancelled by it. No Certificates shall be authenticated
in lieu of or in exchange for any Certificates cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled
Certificates shall be delivered to and held by the 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 2.12 Authentication and Delivery of Certificates. The
                      -------------------------------------------
certificated Certificates may be executed by the Issuer and delivered to the
Trustee for authentication, and thereupon the same shall be authenticated for
subsequent delivery to the Holders.


         Uncertificated Certificates will be evidenced by a confirmation of book
entry in the Register and a statement issued by or on behalf of the Issuer to
each Holder.

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

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

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


                                  ARTICLE III
                                   COVENANTS

          Section 3.01 Payment of Certificates. The Issuer will pay or cause to
                       -----------------------
be duly and punctually paid the principal of, and interest on, the Certificates
in accordance with the terms of the Certificates and this Indenture.


          Section 3.02 Maintenance of Office or Agency. The Issuer will maintain
                       -------------------------------
in Jackson, Mississippi, an office or agency where certificated Certificates may
be presented or surrendered for payment or may be surrendered for registration
of transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Certificates and this Indenture maybe served. The Issuer will
give prompt written notice to the Trustee of the location and any change in the
location, of such office or agency. Until written notice of any change in the
location of such office or agency is delivered to the Trustee or if at any time
the Issuer shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, Certificates may be so
presented and surrendered, and such notices and demands may be made or served,
at the office of the Trustee.

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


<PAGE>



         Section 3.03 Establishment of Certificate Payment Account and Money for
                      ----------------------------------------------------------
Certificate Payments to be Held in Trust. The Issuer shall establish and
----------------------------------------
maintain with the Trustee a Certificate Payment Account for the benefit of
Holders. On or prior to each Payment Date of the principal of or interest on the
Certificates, the Issuer shall deposit with the Trustee a sum sufficient to pay
the principal of or interest on the Certificates so becoming due, such sum to be
held in trust in the Certificate Payment Account for the benefit of the Persons
entitled to such principal or interest.


         Except as may otherwise be required by any applicable escheat or
unclaimed property laws, any money deposited with the Trustee in trust for the
payment of the principal of or interest on any Certificate which remains
unclaimed for two years after such principal or interest has become due and
payable shall be paid to the Issuer on the Issuer's Request; and the holder of
such Certificate shall thereafter, as an unsecured general creditor, look only
to the Issuer for payment thereof, and all liability of the Trustee with respect
to such deposited amounts shall thereupon cease; provided, however, that the
Trustee, before being required to make any such repayment, may at the expenses
of the Issuer mail to any such holder notice that such amount remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
after the date of such mailing, any unclaimed balance of such amount then
remaining will be repaid to the Issuer.

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

         Section 3.04 Maintenance of Existence; Consolidation or Merger.
                      -------------------------------------------------

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

          (b) The Issuer will maintain its reporting obligations under the
Securities Exchange Act of 1934 for so long as any of the Certificates remain
outstanding or could be issued as provided under this Indenture.


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

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

          Section 3.05 Warranty of Title and Authority to Pledge. The Issuer
                       -----------------------------------------
warrants that it is and will be the lawful owner of, and has and will have good
and marketable title to, the Pledged Assets free and clear of all liens, other
than the Lien of this Indenture and liens for taxes either not yet delinquent or
being contested in good faith, and that the Issuer has not otherwise granted or
assigned any security interest, lien or any other interest or participation in
the Pledged Assets (or, if any such interest or participation has been granted
or assigned, it has been released). The Issuer warrants that it has and will
have full power and lawful authority to pledge such Pledged Assets and to
assign, transfer and deliver such Pledged Assets in the manner and form
aforesaid or to cause such Pledged Assets so to be assigned, transferred and
delivered. The Issuer hereby does and, until the Pledged Assets are reassigned
to the Issuer in accordance herewith, will warrant and defend the title of the
Trustee to the Pledged Assets, whether now or hereafter pledged or assigned by
the Issuer, for the benefit of the Holders of the Certificates secured by such
Pledged Assets against the claims and demands of all Persons whomsoever, subject
as aforesaid to the Lien of this Indenture.

         Section 3.06 Protection Of Title.  The Issuer will:
                      -------------------

<PAGE>


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

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

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

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

             (e) do or cause to be done all things and take or cause to be taken
all actions necessary to keep the Lien of this Indenture a valid lien upon the
Pledged Assets and to protect the Trustee's title to the Pledged Assets against
loss by reason of any foreclosure or other proceeding to enforce any lien prior
to or pari passu with the Lien of this Indenture.

         Nothing contained in this Section shall require the payment of any such
tax, assessment, claim, lien or charge or the compliance with any such
requirement if the validity, application or amount thereof shall be contested in
good faith by the Issuer.

         Section 3.07  Negative Covenants.  The Issuer shall not:
                       ------------------

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

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

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

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

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

         Section 3.08 Annual Statement as to Compliance. On or before 30 days
                      ---------------------------------
after the end of each calendar year, the Issuer shall deliver to the Trustee a
written statement, signed by an Authorized Officer, stating that:

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

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

         Section 3.09 Tax Treatment. The Issuer intends that each Certificate be
                      -------------
classified as debt for all purposes, and the Issuer shall treat, and each Holder
by acceptance of the Certificate shall be deemed to have agreed to treat, the
Certificate as debt for all tax purposes and shall make all reportings and
filings in a manner consistent with such classification unless and to the extent
otherwise required by an applicable taxing authority.

<PAGE>

         Section 3.10 Financial Covenant.
                      ------------------

              (a) The ratio of (a) the Total Indebtedness of the Issuer both
secured and unsecured, to (b) the GAAP Net Worth of the Issuer, is limited to
no more than 3:1.

         Section 3.11 Establishment of Proceeds Escrow Account. The Issuer shall
                      ----------------------------------------
establish a Proceeds Escrow Account with the Trustee, into which all the
proceeds from offering of the Certificates will be deposited other than proceeds
from Certificates issued pursuant to the Interest Reinvestment Plan. All such
proceeds will be held and invested by the Trustee pursuant to the terms of this
Trust Indenture and the Proceeds Escrow Agreement, attached hereto as Exhibit D.
Proceeds will be disbursed to pay the expenses of the offering. Any additional
proceeds in excess of the amount required to pay the expenses of the offering
will be released by the Trustee to the Issuer for the purposes described in the
prospectus issued in connection with the offering provided however, that prior
to the release of any proceeds to the Issuer, the Trustee shall have received
the following:

              (a) an Issuer Order requesting the release;

              (b) a Grant and Delivery of the Pledged Assets in the Basic
 Maintenance Amount;

              (c) a Certificate of Available Eligible Collateral.

         Any money deposited in the Proceeds Escrow Account may be invested by
the Escrow Agent at the direction of the Issuer in Short-Term Money Market
Investments and/or Government Securities having maturities no greater than
thirty (30) days and subject to redemption at the option of the holder thereof
at any time, provided that any risk of loss on such investments shall be borne
by the Issuer.

                                   ARTICLE IV
                                 PLEDGED ASSETS

         Section 4.01 Holding Of Pledged Assets.
                      -------------------------

              (a) All Eligible Collateral delivered to the Trustee as Pledged
Assets shall be delivered in accordance with the definition of "Delivery" in
Section 1.01 hereof. The Issuer will deliver promptly to the Trustee such other
documents as the Trustee may reasonably request in connection with the
subjection at any time of any Eligible Collateral to the Lien of this Indenture
to the extent contemplated hereby.

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

         Section 4.02 Disposition of Payments on Pledged Assets.
                      -----------------------------------------

              (a) With respect to the Pledged Assets other than Mortgage Loans
the Trustee shall be entitled to withdraw or receive all payments or interest
on or in respect of such Pledged Assets.

              (b) Unless and until an Event of Default shall have occurred and
be continuing with respect to the Certificates, the Issuer shall be entitled to
receive all payments (including, without limitation, payments upon maturity,
prepayments, distributions and payments as a result of default) on or in respect
of any Mortgage Loans securing such Certificates, and the Trustee shall pay over
to the Issuer any such payments which may be collected or

<PAGE>

be received by the Trustee. Upon the occurrence of such an Event of Default and
while it shall be continuing, the Trustee may notify third parties including
mortgagors, servicing companies, trustees and paying agents of the Trustee's
interest in the Pledged Assets and require that all payments made on such
Pledged Assets be paid directly to it. Upon the occurrence of such an Event of
Default and while it shall be continuing, if the Issuer shall receive any
payments (including, without limitation, payments as a result of default) on or
in respect of such Mortgage Loans, it shall hold such payments in trust for the
benefit of the Trustee and the Holders, shall segregate such payments from the
other property of the Issuer, and shall promptly after receipt of such payments,
deliver them in the form received to the Trustee.

         Section 4.03 Consents, Waivers and Modifications.
                      -----------------------------------

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


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

         Section 4.04 Rights of Trustee and Issuer After Event of Default.
                      ---------------------------------------------------
Whenever in this Article it is provided that any right in respect of obligations
or indebtedness forming part of the Pledged Assets delivered to the Trustee
under this Indenture may be exercised by the Issuer only until an Event of
Default or other default shall have occurred and be continuing, such right,
nevertheless, may be exercised by the Issuer in case such an Event of Default
or other default shall have occurred and be continuing if the Trustee shall in
writing consent to such exercise in the specific instance, or more generally in
all instances until further notice, for the purpose of transferring title to the
Pledged Assets to the Trustee, or to the purchaser thereof in a sale by the
Trustee, or otherwise on such conditions as the Trustee may impose.

<PAGE>
         Section 4.05 Establishment of Eligible Collateral Account and
                      ------------------------------------------------
Investment by Trustee. The Issuer shall establish and maintain with the Trustee
---------------------
an Eligible Collateral Account. The Trustee will, if so instructed by the Issuer
in writing, invest or reinvest the Cash at any time in the Eligible Collateral
Account.

         Any money deposited in the Eligible Collateral Account may be invested
by the Trustee at the direction of the Issuer, provided that any risk of loss on
such investments shall be borne by Issuer.

         Section 4.06 Performance of Obligations. The Issuer shall not take any
                      --------------------------
action and will use its reasonable good faith efforts not to permit any action
to be taken by others that would release any Person from any of such Person's
covenants or obligations under any of the Mortgage Documents or under any
instrument included in the Pledged Assets, or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the Mortgage Documents, except as
expressly provided or permitted in this Indenture or such Mortgage Document or
other instrument or unless such action will not adversely affect the interests
of the Holders.

         Section 4.07 Valuation of Pledged Assets.
                      ---------------------------
              (a) Concurrently with or prior to each withdrawal of proceeds
from the sale of the Certificates from the Proceeds Escrow Account, the Issuer
shall complete and deliver to the Trustee a Certificate of Available Eligible
Collateral, valuing the Pledged Assets as of a date or dates not earlier than
the fifth Business Day preceding the date of authentication.

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

         Section 4.08 Maintenance of Eligible Collateral.
                      ----------------------------------

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


              (b) Upon delivery of any such additional Eligible Collateral or
upon any such registration or cancellation or other action pursuant to Section
4.08(a), the Issuer shall concurrently deliver to the Trustee a new Certificate
of Available Eligible Collateral conforming to Section 4.07(a) reflecting the
action taken by the Issuer pursuant to Section 4.08(a).

              (c) In addition to deliveries of additional Eligible Collateral
required pursuant to this Section, the Issuer, at any time and from time to
time, may Deliver to the Trustee additional Eligible Collateral for inclusion
in the Pledged Assets; provided, however, the Delivery of any such additional
Eligible Collateral shall be accompanied by a Certificate of Available Eligible
Collateral.

<PAGE>


           Section 4.09 Withdrawal or Substitution of Pledged Assets.
                        --------------------------------------------

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

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

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

               (iii) The Issuer delivers to the Trustee a certificate of fair
                     value if required by Section 314(d)(1) or Section 314(d)
                     (3) of the TIA.

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

            (b) The Issuer may, at its option, withdraw or substitute other
Eligible Collateral for Pledged Assets at any time pursuant to this Section
4.09(b), rather than pursuant to Section 4.09(a), by delivery to the Trustee of
an Issuer Request requesting that Pledged Assets listed therein be withdrawn,
and listing any Eligible Collateral requested to be substituted therefor, if
any, whereupon the Trustee shall promptly (upon taking Delivery of any Eligible
Collateral to be substituted, if any) release, reassign and deliver to the
Issuer the Pledged Assets to be withdrawn. Notwithstanding the foregoing, the
Issuer may not withdraw Eligible Collateral from the Pledged Assets or
substitute other Eligible Collateral therefor, unless the Trustee determines,
based upon the Officers' Certificate to be delivered pursuant to Section 4.09(c)
and the Certificate of Available Eligible Collateral dated as of the most recent
Valuation Date, that as of such date of withdrawal or substitution, the
aggregate Value of the Pledged Assets that would be held by the Trustee after
giving effect to such Issuer Request and to any other additions to or
withdrawals from the Pledged Assets would be at least equal to the Basic
Maintenance Amount determined as of such Valuation Date.

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


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

            (e) Notwithstanding anything in this Section to the contrary, while
an Event of Default shall have occurred and be continuing, the Issuer may not
make any withdrawal or substitution provided for in this Section without the
consent of the Trustee.

           Section 4.10 Protection of Pledged Assets.
                        ----------------------------

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

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

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

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

                 (iv) enforce any of the Mortgage Documents; or

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

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

                                   ARTICLE V
                             DEFAULTS AND REMEDIES

           Section 5.01 Event Of Default. "Event of Default", wherever used
                        ----------------
herein, means, with respect to Certificates issued hereunder, any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):


            (a) if the Issuer shall default in the payment when and as due of
any installment of principal of or interest on any Certificate; or


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

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

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


            (e) the commencement by the Issuer of a voluntary case under the
federal bankruptcy laws, as now or hereafter in effect, or any other present or
future federal or state bankruptcy, insolvency or similar law, or the consent
by the Issuer to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Issuer or of any substantial part of its property or the making by the
Issuer of an assignment for the benefit of creditors or the failure by the
Issuer generally to pay its debts as such debts become due or the taking of
corporate action by the Issuer in furtherance of any of the foregoing.

<PAGE>
           Section 5.02 Acceleration Of Maturity; Rescission And Annulment. If
                        --------------------------------------------------
an Event of Default occurs and is continuing with respect to the Certificates,
then and in every such case the Trustee or the Holders of Certificates
representing more than two-thirds of the aggregate Principal Amount may declare
all the Certificates to be immediately due and payable, by a notice in writing
to the Issuer (and to the Trustee if given by Holders), and upon any such
declaration such Certificates shall become immediately due and payable in an
amount equal to:

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

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

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

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


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

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

                   (2) all Events of Default, other than the nonpayment of the
                   principal of Certificates which have become due solely by
                   such acceleration, have been cured or waived.

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

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

           Section 5.03 Collection of Indebtedness and Suits for Enforcement by
                        -------------------------------------------------------
Trustee. The Issuer covenants that if an Event of Default shall occur and be
-------
continuing in respect to the Certificates and the Certificates have been
declared due and payable and such declaration and its consequences have not
been rescinded and annulled, the Issuer will, upon demand of the Trustee, pay
to the Trustee, for the benefit of the Holders of the Certificates:

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

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

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


<PAGE>


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

           Section 5.04 Remedies. If an Event of Default shall have occurred
                        --------
and be continuing and the Certificates have been declared due and payable and
such declaration and its consequences have not been rescinded and annulled, the
Trustee (subject to Section 5.18, to the extent applicable) may do one or more
of the following:

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

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

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

Section 5.05      [RESERVED].

            Section 5.06 Trustee May File Proofs of Claim. In case of the
                         --------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, composition or other judicial Proceeding relative
to the Issuer or any other obligor upon any of the Certificates or the property
of the Issuer or of such other obligor or their creditors, the Trustee
(irrespective of whether the Certificates shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
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 Certificates and file such other papers or
                             documents and take such other actions as it deems
                             necessary or advisable in order to have the claims
                             of the Trustee (including any claim for the
                             reasonable compensation, expenses, disbursements
                             and advances of the Trustee, its agents and
                             counsel) and of the Holders 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 Holder to make such
                             payments to the Trustee and, in the event that the
                             Trustee shall consent to the making of such
                             payments directly to the Holders, to pay to the
                             Trustee any amount due it for the reasonable
                             compensation, expenses, disbursements and advances
                             of the Trustee, its agents and counsel, and any
                             other amounts due the Trustee under Section 6.07.

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

<PAGE>

         Section 5.07 Trustee May Enforce Claims Without Possession of
                      ------------------------------------------------
Certificates. All rights of action and claims under this Indenture or any of the
------------
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
Proceeding relating thereto, and any such Proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the Holders of the
Certificates in respect of which such judgment has been recovered. Any surplus
shall be available, in accordance with Section 5.08, for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

         Section 5.08 Application of Money Collected. If the Certificates have
                      ------------------------------
been declared due and payable following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, any
money collected by the Trustee with respect to the Certificates pursuant to
this Article or otherwise and any monies that may then be held or thereafter
received by the Trustee with respect to the Certificates shall be applied from
the Certificate Payment Account for the benefit of the Persons entitled to such
payments, after payment to the Trustee of such amounts as may be payable to it
under Section 6.07, in the order, at the date or dates fixed by the Trustee and,
in case of the distribution of the entire amount due on account of principal of,
and interest on, such Certificates, upon presentation and surrender thereof:

         First:  To the payment of amounts then due and unpaid to any servicer
         -----
of the Pledged Assets, provided that such servicer is not the Issuer and such
amounts are payable pursuant to the terms of a written servicing agreement;

         Second:  To the payment of amounts of interest and principal then due
         ------
and unpaid upon the Outstanding Certificates; and

         Third:  To the payment of the remainder, if any, to the Issuer or any
         -----
other Person legally entitled thereto.

         Section 5.09 Limitation on Suits. No Holder of a Certificate shall
                      -------------------
have any right to institute any Proceedings, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

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

                           (2) Holders of Certificates representing more than
                           two-thirds of the aggregate Principal Amount of the
                           Certificates shall have made written request to the
                           Trustee to institute Proceedings in respect of such
                           Event of Default in its own name as the Trustee
                           hereunder;

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

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

                           (5) direction inconsistent with such written request
                           has not been given to the Trustee during such 60-day
                           period by the Holder of Certificates representing
                           more than one-third of the aggregate Principal
                           Amount; it being understood and intended that no one
                           or more Holders of Certificates shall have any right
                           in any manner whatever by virtue of, or by availing
                           themselves of, any provision of this Indenture to
                           affect, disturb or prejudice the rights of any other
                           Holders of Certificates 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 Certificates.

           Section 5.10 Unconditional Rights of Holders to Receive Principal
                        ----------------------------------------------------
and Interest. Notwithstanding any other provision in this Indenture, other than
------------
the provisions hereof limiting the right to recover amounts due on a Certificate
to recovery from the property of the Issuer, the Holder of any Certificate shall
have the right, to the extent permitted by applicable law, which right is
absolute and unconditional, to receive payment of each installment of interest
on such Certificate on the respective Payment Dates of such installments


<PAGE>

(or, in the case of any Certificate called for redemption, on the date fixed
for such redemption) 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 Trustee or
                        ----------------------------------
any Holder has instituted any Proceeding to enforce any right or remedy under
this Indenture and such Proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case the Issuer, the Trustee and the Holders 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 Trustee and the Holders 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 Trustee or to the Holders 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 Trustee or of any Holder of any Certificate 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 Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

           Section 5.14 Control by Holders. The Holders representing more than
                        ------------------
two-thirds of the aggregate Principal Amount of the Certificates shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee; provided, however, that:

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

                              (2) any direction to the Trustee to undertake a
                              Sale of the Pledged Assets shall be by the
                              Holders of Certificates representing the
                              percentage of the aggregate Principal Amount of
                              the Certificates specified in Section 5.18(b);
                              and

                              (3) the Trustee may take any other action deemed
                              proper by the Trustee which is not inconsistent
                              with such direction; provided, however, that,
                              subject to Section 6.01, the Trustee need not
                              take any action which it determines in good faith
                              might involve it in personal liability or expenses
                              or would not be in the best interests of the
                              Holders.

           Section 5.15 Waiver of Past Defaults. The Holders of Certificates
                        -----------------------
representing more than a majority of the aggregate Principal Amount of the
Certificates may on behalf of the Holders of all the Certificates waive any
past Default hereunder and its consequences, except a Default:

            (a) in the payment of any installment of principal of, or interest
on, any Certificate which became due other tan by reason of acceleration; or

            (b) 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 Certificate affected.

           Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising there from 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 Certificate by his or her 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 Trustee for any action taken, suffered or omitted by
it as Trustee, the filing by any party litigant in such suit of an


<PAGE>


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
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate Certificates representing more than 10% of the aggregate
Principal Amount of the Certificates, or to any suit instituted by any Holder
for the enforcement of the payment of any installment of interest on any
Certificate or for the enforcement of the payment of any installment of
principal of any Certificate when due (or, in the case of any Certificate
called for redemption, on or after the applicable redemption date).

           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 Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

Section 5.18      Sale of Pledged Assets.
                  ----------------------

            (a) The power to effect any sale (a "Sale") of any portion of the
Pledged Assets pursuant to Section 5.04 shall not be exhausted by any one or
more Sales as to any portion of the Pledged Assets remaining unsold, but shall
continue unimpaired until all of the Pledged Assets shall have been sold or all
amounts payable on the Certificates and under this Indenture with respect
thereto shall have been paid. The Trustee may from time to time postpone any
public Sale by public announcement made at the time and place of such Sale. The
Trustee hereby expressly waives its right to any amount fixed by law as
compensation for any Sale.

            (b) To the extent permitted by law, the Trustee shall not in any
private or public Sale sell or otherwise dispose of the Pledged Assets, or any
portion thereof in any manner which conflicts with any direction relating to
the time, method and place of conducting a Sale given in writing to the Trustee
by the Holders of the Certificates representing two-thirds of the aggregate
Principal Amount; or

            (c) In connection with a Sale of all or any portion of the Pledged
Assets:

               (i)  Trustee may bid for and purchase the property offered for
                    Sale as Trustee on behalf of the Holders, and upon
                    compliance with the terms of sale may hold, retain and
                    possess and dispose of such property for the benefit of the
                    Holders, and may, in paying the purchase money therefor
                    receive a credit up to the Outstanding Amount of the
                    Certificates and accrued interest owed thereon;

              (ii)  the Trustee may bid for and acquire the property offered
                    for Sale in connection with any Sale thereof, and, in lieu
                    of paying cash therefor, may make settlement for the
                    purchase price by crediting against the gross Sale price the
                    expenses of the Sale and of any Proceedings in connection
                    therewith which are reimbursable to it;

             (iii)  the Trustee shall execute and deliver an appropriate
                    instrument of conveyance transferring its interest in any
                    portion of the Pledged Assets in connection with a Sale
                    thereof;

              (iv)  the Trustee is hereby irrevocably appointed the agent and
                    attorney-in-fact of the Issuer to transfer and convey its
                    interest in any portion of the Pledged Assets in connection
                    with a Sale thereof, and to take all action necessary to
                    effect such Sale; and

               (v)  no purchaser or transferee at such a Sale shall be bound to
                    ascertain the Trustee's authority, inquire into the
                    satisfaction of any conditions precedent or see to the
                    application of any moneys.

<PAGE>

           Section 5.19 Action on Certificates. The 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
Trustee or the Holders of Certificates shall be impaired by the recovery of any
judgment by the Trustee against the Issuer or by the levy of any execution under
such judgment upon any portion of the Pledged Assets.

                                   ARTICLE VI
                                   THE TRUSTEE

           Section 6.01 Duties of Trustee.
                        -----------------

            (a) If an Event of Default has occurred and is continuing, the
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 person would exercise or use under the circumstances in the conduct of
his or her own affairs.

            (b) Except during the continuance of an Event of Default:

                (i) The 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; and

               (ii) In the absence of bad faith on its part, the 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 Trustee and
                    conforming to the requirements of this Indenture. The
                    Trustee shall, however, examine such certificates and
                    opinions to determine whether they conform to the
                    requirements of this Indenture.

            (c) The 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;

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

              (iii) The 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 Section
                    5.18.

            (d) For all purposes under this Indenture, the Trustee shall not be
deemed to have notice or knowledge of any Event of Default described in Section
5.01(c), 5.01(d) or 5.01(e) or any Default described in) or 5.01(b) unless a
Responsible Officer assigned to and working in the 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 Trustee
at the Corporate Trust Office, and such notice references the Certificates
generally, the Issuer, the Pledged Assets or this Indenture.

            (e) No provision of this Indenture shall require the 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 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
Pledged Assets; provided, however, that, except as provided in the first
sentence of this Section 6.01(e), the Trustee shall not refuse or fail to
perform any of its duties hereunder solely as a result of nonpayment of its
reasonable fees and expenses; and provided further, however, that nothing in
this Section 6.01(e)shall be construed


<PAGE>


to limit the exercise by the Trustee of any right or remedy permitted under this
Indenture or otherwise in the event of the Issuer's failure to pay the amounts
due the Trustee pursuant to Section 6.07.

            (f) Every provision of this Indenture that in any way relates to the
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 Pledged Assets following an Event of
Default and a consequent declaration of acceleration of the Maturity of the
Certificates, whether such extinguishment occurs through a Sale of the Pledged
Assets to another Person, the acquisition of the Pledged Assets by the Trustee
or otherwise, the rights, powers and duties of the Trustee with respect to the
Pledged Assets (or the proceeds thereof) and the Holders and the rights of
Holders 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 Event of Default known to the Trustee, the Trustee shall transmit by mail
to all Holders of Certificates notice of each such Event of Default, unless
such Default shall have been cured or waived; provided, however, that except in
the case of a Default of the type described in Section 5.01(a), the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Holders of the
Certificates; and provided, further, that in the case of any other Event of
Default no such notice to Holders of the Certificates shall be given until at
least 30 days after the occurrence thereof.

           Section 6.03  Rights of Trustee.  Except as otherwise provided in
                         -----------------
Section 6.01 hereof:

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

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

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

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

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

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
Certificate, note or other paper or document, but the Trustee, in its
discretion may make such further inquiry or investigation into such facts or
matters as it may see fit, and if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled, on reasonable prior
notice to the Issuer, to examine the books, records and premises of the Issuer,
personally or by agent or attorney, during the Issuer's normal business hours;
provided that the Trustee shall and shall cause its agents to hold in confidence
all such information except to the extent disclosure may be required by law and
except to the extent that the Trustee, in its sole judgment, may determine that
uch disclosure is consistent with its obligations hereunder;

            (g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any




<PAGE>


misconduct or negligence on the part of any agent or attorney appointed and
supervised with due care by it hereunder; and

            (h) the 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
                        -------------------------------------------
Certificates. The recitals contained herein and in the Certificates, except the
------------
certificates of authentication on the Certificates, shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations with respect to the Pledged
Assets or as to the validity or sufficiency of this Indenture or of the
Certificates. The Trustee shall not be accountable for the use or application
by the Issuer of the Certificates 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 Certificates. The Trustee, any Agent, or any
                        ---------------------
other agent of the Issuer, in its individual or any other capacity, may become
the owner or pledgee of Certificates and may otherwise deal with the Issuer or
any Affiliate of the Issuer with the same rights it would have if it were not
the Trustee, Agent or such other agent.

           Section 6.06 Money Held In Trust. Money held by the Trustee in trust
                        -------------------
hereunder need not be segregated from other funds except to the extent required
by this Indenture or by law. The Trustee shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed with
the Issuer and except to the extent of income or other gain on investments
which are obligations of the Trustee, in its commercial capacity, and income or
other gain actually received by the Trustee on investments, which are
obligations of others.

           Section 6.07 Compensation and Reimbursement.  The Issuer agrees:
                        ------------------------------

            (a) subject to any separate written agreement with the Trustee, to
pay the Trustee from time to time reasonable compensation for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

            (b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in connection with the performance of
its duties hereunder (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

           (c) to indemnify the Trustee and its employees, directors, officers
and 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 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:

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

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

                 (iii)   notwithstanding anything to the contrary in this
                         Section 6.07(c), the Issuer shall not be liable for
                         settlement of any such claim by the Trustee entered
                         into without the prior consent of the Issuer which
                         shall not be unreasonably withheld.

         (iv)(d) As security for the performance of the obligations of the
Issuer under this Section, the Trustee shall have a lien ranking senior to the
lien of the Certificates with respect to which any claim of the Trustee under
this Section arose upon all the Trust Estate. The Trustee shall not institute
any Proceeding seeking the enforcement of such lien against the Trust Estate
unless such Proceeding is in connection with a Proceeding in accordance with
Article V for enforcement of the lien of this Indenture after the occurrence of
an Event of Default (other than an Event of Default arising solely from the
Issuer's failure to pay amounts due the Trustee under this

<PAGE>


Section 6.07) and a resulting declaration of acceleration of Maturity of the
Certificates which has not been rescinded and annulled.

           Section 6.08 Resignation and Removal; Appointment of Successor.
                        -------------------------------------------------

            (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.09.

            (b) The Trustee may resign at any time by giving written notice
thereof to the Issuer. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time by the Issuer, except if
an Event of Default has occurred and is continuing, by delivery of written
notice to the Trustee, or by Act of the Holders representing more than 50% of
the aggregate Principal Amount of the Certificates, delivered to the Trustee
and to the Issuer.

            (d) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Trustee for any cause,
the Issuer, except during the continuance of an Event of Default by an Issuer
Order shall promptly appoint a successor Trustee has not been appointed by the
Issuer and accepted such appurtenant, successor trustee. If within one year
after such resignation, removal or incapability or the occurrence of such
vacancy a successor Trustee shall be appointed by Act of the Holders of
Certificates representing more than 50% of the aggregate Principal Amount of the
Certificates delivered to the Issuer and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment,
become the successor Trustee. If no successor Trustee shall have been so
appointed by the Issuer or Holders and shall have accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Certificate for at least six months may, on behalf of itself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

           (e) The Issuer or the Trustee on behalf of Issuer, shall give notice
of each resignation and each removal of the Trustee and each appointment of a
successor Trustee to the Holders of Certificates by mailing written notice of
such event to the Holders as their names and addresses appear in the Register.
Each notice shall include the name of the successor Trustee and the address of
its Corporate Trust Office.

           (f) If at any time:

                     (i) the Trustee shall fail to comply with Section 6.11
                         after written request therefor by the Issuer or by any
                         Holder who has been a bona fide Holder of a Certificate
                         for at least six months, or

                    (ii) the Trustee shall cease to be eligible under Section
                         6.12 and shall fail to resign after written request
                         therefor by the Issuer or by any such Holder, or

                   (iii) the Trustee shall become incapable of acting or shall
                         be adjudged a bankrupt or insolvent or a receiver of
                         the Trustee or of its property shall be appointed or
                         any public officer shall take charge or control of the
                         Trustee or of its property or affairs for the purpose
                         of rehabilitation, conservation or liquidation, then,
                         in any such case, (i) the Issuer by a Board Resolution
                         may remove the Trustee, or (ii) subject to Section 5.16
                         any Holder who has been a bona fide Holder of a
                         Certificate for at least six months may, on behalf of
                         himself and all others similarly situated, petition any
                         court of competent jurisdiction for the removal of the
                         Trustee and the appointment of a successor Trustee.

           Section 6.09 Acceptance of Appointment by Successor. Every successor
                        --------------------------------------
Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer
and the retiring Trustee an instrument accepting such appointment, and thereupon
the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee. Notwithstanding the foregoing, on request of the Issuer or the
successor



<PAGE>


Trustee, subject nevertheless to its lien, if any, provided for in Section 6.07
and upon full payment of all amounts owing to it, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee, and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder subject
nevertheless to its lien, if any, provided for in Section 6.07. Upon request of
any such successor Trustee, the Issuer shall execute and deliver any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

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

           Section 6.10 Merger, Conversion, Consolidation or Succession to
                        --------------------------------------------------
Business Of Trustee. Any corporation into which the Trustee may be merged or
-------------------
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Certificates have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Certificates so authenticated with the same
effect as if such successor Trustee had authenticated such Certificates.

           Section 6.11 Disqualification; Conflicting Interests. Irrespective of
                        ---------------------------------------
whether this Indenture is qualified under the TIA, this Indenture shall always
have a Trustee who satisfies the requirements of TIA Sections 310(a)(1) and 310
(a)(5), the Trustee shall always have a combined capital and surplus as stated
in Section 6.12. The Trustee shall be subject to TIA Section 310(b).

           Section 6.12 Corporate Trustee Required; Eligibility. There shall at
                        ---------------------------------------
all times be a Trustee hereunder which shall be a corporation organized and
doing business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $500,000 subject to supervision or
examination by Federal or State authority and having an office within the
United States of America. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the affect hereinafter specified in this Article.

           Section 6.13 Preferential Collection of Claims Against Issuer. If
this Indenture is qualified under the TIA, the Trustee shall be subject to TIA
Section 311(a), excluding any creditor relationship listed in TIA Section
311(b), and a Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

           Section 7.01 Issuer to Furnish Trustee Names and Addresses of
                        ------------------------------------------------
Holders.
-------

            (a) The Issuer shall cause the Registrar to furnish or cause to be
furnished to the Trustee(i) semi-annually beginning with the initial issuance of
Certificates, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Certificates and (ii) at such other times,
as the Trustee may request in writing, within 30 days after receipt by the
Issuer or Registrar of any such request, a list of similar form and content as
of a date not more than 10 days prior to the time such list is furnished.

           Section 7.02 Preservation of Information.
                        ---------------------------

            (a) The Trustee shall hold as confidential and preserve, in as
current a form as is reasonably practicable, the names and addresses of the
Holders of Certificates contained in the most recent list, if any, furnished

<PAGE>

to the Trustee. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

            (b) If this Indenture is qualified under the TIA, Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or under the Certificates.

            (c) If this Indenture is qualified under the TIA, the Issuer, the
Trustee and the Registrar shall have the protection of TIA Section 312(c).

           Section 7.03 Reports by Trustee.
                        ------------------

            (a) If this Indenture is qualified under the TIA, then within 30
days after May 15 of each year (the "reporting date"), commencing with the year
after the issuance of the Certificates, (1) in the circumstance required by TIA
Section 313(a), the Trustee shall mail to all Holders a brief report dated as of
such reporting date that complies with TIA Section 313(a), (ii) the Trustee
shall also mail to Holders of Certificates with respect to which it has made
advances any reports with respect to such advances that are required by TIA
Section 313(b)(2) and (iii) the Trustee shall also mail to Holders of
Certificates any reports required by TIA Section 313(b)(1). For purposes of the
information required to be included in any such reports pursuant to TIA Sections
313(a)(3), 313(b)(1) (if applicable) or 313(b)(2), the principal amount of
indenture securities outstanding on the date as of which such information is
provided shall be the aggregate Principal Amount of the then Certificates
covered by the report. The Trustee shall comply with TIA Section 313(c) with
respect to any reports required by this Section 7.03(a).

            (b) If this Indenture is qualified under the TIA, a copy of each
report required under this Section 7.03 shall, at the time of such transmission
to Holders of Certificates, be filed by the Trustee with the Commission and with
each securities exchange upon which the Certificates are listed. The Issuer will
notify the Trustee when the Certificates are listed on any securities exchange

           Section 7.04 Reports by Issuer. If this Indenture is qualified under
                        -----------------
the TIA, the Issuer (a) shall file with the Trustee, within 15 days after it
files them with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe) which
the Issuer is required to file with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 and (b) shall also comply with the
other provisions of TIA Section 314(a).

           The Issuer will send to each Holder within 120 days after the end of
each fiscal year an annual report containing audited financial statements of the
Issuer. The Issuer will include with such financial statements a statement
setting forth the remaining balance of the Certificates held by each Holder on
the last day of the preceding fiscal year.


                                  ARTICLE VIII
                           SATISFACTION AND DISCHARGE

           Section 8.01 Satisfaction and Discharge of Indenture. Whenever the
                        ---------------------------------------
following conditions shall have been satisfied:

           (a) either

               (i)  all Certificates theretofore authenticated and delivered or
                    registered (other than (i) Certificates which have been
                    destroyed, lost or stolen and which have been replaced or
                    paid as provided in Section 2.08, and (ii) Certificates 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 Trustee for cancellation;
                    or

               (ii) all Certificates not theretofore delivered to the Trustee
                    for cancellation

                    (1) have become due and payable, or

<PAGE>

                 (2) will become due and payable at the Stated Maturity of the
                 final installment of the principal thereof, or

                 (3) the Issuer, in the case of clauses (ii) (1) or (ii)(2)
                 above, has deposited or caused to be deposited with the
                 Trustee, in trust for such purpose, an amount sufficient to pay
                 and discharge the entire indebtedness on such Certificates not
                 theretofore delivered to the Trustee for cancellation, for
                 principal and interest to the Stated Maturity of their entire
                 unpaid principal amount and in the case of Certificates which
                 were not paid at the Stated Maturity of their entire unpaid
                 principal amount, for all overdue principal and all interest
                 payable on such Certificates to the next succeeding Payment
                 Date therefor;

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

            (c) the Issuer has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel reasonably satisfactory in form and substance to the
Trustee each stating that all conditions precedent herein providing for the
satisfaction and discharge of this Indenture have been complied with; then, upon
Issuer Request, this Indenture and the lien, rights and interests created hereby
shall cease to be of further effect, and the Trustee and each co-trustee and
separate 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 Pledged
Assets, cash, securities and other property held by it as part of the Trust
Estate remaining after satisfaction of the conditions set forth in clauses
(a)and (b) above.

           Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 6.07, the obligations of
the Trustee to the Issuer and the Holders under Section 3.03, the obligations of
the Trustee to the Holders under Section 8.02 and the provisions of Article II
with respect to lost, stolen, destroyed or mutilated Certificates, registration
of transfers of Certificates and rights to receive payments of principal of, and
interest on, the Certificates shall survive.

           Section 8.02 Application of Trust Money. All money deposited with the
                        --------------------------
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 Certificates and this Indenture, to
the payment, either directly or through the Issuer or any paying agent, as the
Trustee may determine, to the Persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with the Trustee.


                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

           Section 9.01 Supplemental Indentures Without Consent of Holders.
                        --------------------------------------------------
Without the consent of the Holders of any Certificates, the Issuer and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the 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, or better to assure, convey and
confirm unto the Trustee any property subject or required to be subjected to the
lien of this Indenture, or to subject to the lien of this Indenture additional
property (and to provide for the method of valuation of the same);

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

            (c) to evidence the succession of another Person to the Issuer, and
the assumption by any such successor of the covenants of the Issuer herein and
in the Certificates contained;

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

<PAGE>


            (e) to provide for an alternative method of valuation of the Pledged
Assets in order to adapt valuation methods provided in this Indenture to changes
in generally accepted methods of valuation of such Pledged Assets, provided such
action is not inconsistent with the purposes of this Indenture and, in such
connection and otherwise, to amend the method of calculation of Market Value and
the definitions of Eligible Collateral, and Basic Maintenance Amount, provided
that such action shall not adversely affect the interests of the Holders of the
Certificates;

            (f) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make 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 the
interests of the Holders of the Certificates;

            (g) to provide for additional Certificates issued by the Issuer
pursuant to Section 9.07 hereof; or

            (h) to modify, eliminate or add to the provisions of this Indenture
to such extent as shall be necessary to effect the qualification of this
Indenture under the TIA or under any similar federal statute hereafter enacted,
and to add to this Indenture such other provisions as may be expressly required
by the TIA.

           The Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties, liabilities or immunities under this Indenture or
otherwise except to the extent required by law.

           The Trustee may in its discretion determine whether or not the
rights of the Holder of Certificates would be adversely affected by any
supplemental indenture, and any such determination shall be conclusive upon the
Holders of all Certificates, whether theretofore or thereafter authenticated and
delivered hereunder. In making such determination, a supplemental indenture
shall be conclusively deemed by the Trustee not to adversely affect the
Certificates if the supplemental indenture effects no change in principal
payment, interest rates, substitution of Pledged Assets, Payment Dates, Record
Dates, or other payment terms. The Trustee shall not be liable for any such
determination made in good faith.

            Section 9.02 Supplemental Indentures With Consent of Holders. With
                         -----------------------------------------------
the consent of the Holders of Certificates representing not less than two-thirds
of the aggregate Principal Amount of the Certificates by Act of said Holders
delivered to the Issuer and the Trustee, the Issuer and the 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 Certificates under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each
Outstanding Certificate affected thereby:

            (a) change the Stated Maturity of the final installment of the
principal of, or any installment of interest on, any Certificate or reduce the
principal amount thereof or the Certificate Interest Rate thereon, change any
place of payment where, or the coin or currency in which, any Certificate or any
interest thereon is payable, or impair the right to institute suit for the
enforcement of the payment of any installment of interest due on any Certificate
on or after the Stated Maturity thereof or for the enforcement of the payment of
the entire remaining unpaid principal amount of any Certificate on or after the
Stated Maturity of the final installment of the principal thereof;

            (b) reduce the percentage of the aggregate Principal Amount of the
Certificates, 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;

            (c) modify any of the provisions of this Section, Section 5.14 or
Section 5.18(b) 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 Certificate
affected thereby;


<PAGE>

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

            (e) except as expressly permitted by this Indenture, permit the
creation of any lien ranking prior to or on a parity with the Lien or terminate
the Lien on any property at any time subject thereto or deprive the Holder of
any Certificate of the security afforded by the Lien; or

            (f) modify any of the provisions of this Indenture in such manner as
to materially and adversely affect rights of the Holders of the Certificates to
the benefits of any provisions for the mandatory redemption of Certificates
contained herein.

           The Trustee may in its discretion determine whether or not the rights
of the Holders of Certificates would be materially and adversely affected by any
supplemental indenture and any such determination shall be conclusive upon the
Holders of all Certificates authenticated and delivered hereunder. The Trustee
shall not be liable for any such determination made in good faith.

           It shall not be necessary for any Act of Holders of the Certificates
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. Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to the
Holders of the Certificates to which such supplemental indenture relates a
notice setting forth in general terms the substance of such supplemental
indenture. Any failure of the 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 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 Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the 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 for all purposes; and every Holder of Certificates to which such
supplemental indenture relates which have theretofore been or thereafter are
authenticated and delivered hereunder shall be bound thereby.

           Section 9.05 Reference in Certificates to Supplemental Indentures.
                        ----------------------------------------------------
Certificates authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and if required by the Trustee shall,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Issuer shall so determine, new Certificates
so modified as to conform, in the opinion of the Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Trustee in exchange for Certificates.

           Section 9.06 Conformity With Trust Indenture Act. Every supplemental
                        -----------------------------------
indenture executed pursuant to this Article shall conform to the requirements of
the TIA as then in effect so long as this Indenture shall then be qualified
under the TIA.

           Section 9.07 Future Certificates. The Issuer shall have the right to
                        -------------------
issue additional Certificates to be secured hereby, provided the Issuer is not
in default under any provision of this Trust Indenture. Such additional
Certificates shall be issued pursuant to resolution duly adopted by the
governing body of the Issuer; provided, however, that the additional
Certificates are issued pursuant to a supplement to this Trust Indenture. An
executed copy of said Supplemental Trust Indenture, signed by the Trustee, shall
serve as a modification of this Indenture. Such additional Certificates shall be
of equal standing and priority with the other series of Certificates secured
hereby.

<PAGE>

                                   ARTICLE X
                           REDEMPTION OF CERTIFICATES

            Section 10.01     Applicability of Article.
                              -------------------------

            Certificates of any series are redeemable before their Stated
Maturity in accordance with this Article.

           (1) The election of the Issuer to redeem any Certificates shall be
evidenced by a Board Resolution or an Officers' Certificate. The Issuer shall,
at least 45 days prior to the Redemption Date fixed by the Issuer (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of such Certificates
 to be redeemed.

           (2) If less than all the Certificates of any series are to be
redeemed, the particular Certificates to be redeemed shall be selected by the
Trust from the Outstanding Certificates of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Certificates of such series or any integral
multiple thereof) of the principal amount of Certificates of such series of a
denomination larger than the minimum authorized denomination for Certificates of
such series; provided, however, that if, as indicated in an Officers'
Certificate, the Issuer shall have offered to purchase all Certificates then
Outstanding of any series, and less than all of such Certificates shall have
been tendered to the Issuer for such purchase, the Trustee, if so directed by
Issuer Order, shall select for redemption all such Certificates which have not
been so tendered.

            The Trustee shall promptly notify the Issuer in writing of the
Certificates selected for redemption and, in the case of any Certificates
selected to be redeemed in part, the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Certificates shall
relate, in the case of any Certificates redeemed or to be redeemed only in part,
to the portion of the principal amount of such Certificates which has been or is
to be redeemed.

           (3) Notice of redemption of Certificates shall be given in the
manner provided in Section 11.05 to the Holders to be redeemed not less than 30
nor more than 60 days prior to the Redemption Date.

            All notices of redemption shall state:

                (a)  the Redemption Date,

                (b)  the Redemption Price,

                (c) if less than all the Certificates of any series are to be
redeemed, the identification of the particular Certificates to be redeemed and
the portion of the principal amount of any Certificate to be redeemed in part,

                (d) that on the Redemption Date the Redemption Price will
become due and payable upon each such Certificate to be redeemed and, if
applicable, that interest thereon will cease to accrue on and after said date,

                (e)  the place or places where such Certificates are to be
surrendered for payment of the Redemption Price, and

            (4) With respect to any notice of redemption of Certificates at the
election of the Issuer, unless, upon the giving of such notice, such
Certificates shall be deemed to have been paid in accordance with Section 8.01,
such notice may state that such redemption shall be conditional upon the receipt
by the Trustee, on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
such Certificates and that if such money shall not have been so received such
notice shall be of no force or effect and the Issuer shall not be required to
redeem such Certificates. In the event that such notice of redemption contains
such a condition and such money is not so received, the redemption shall not be
made and within a reasonable time thereafter notice shall be given, in the
manner in which the notice of redemption was given, that such money was not so
received and such redemption was not required to be made.

<PAGE>


            Notice of redemption of Certificates to be redeemed at the election
of the Issuer, and any notice of non-satisfaction of a condition for redemption
as aforesaid, shall be given by the Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the Issuer.

            (5) Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the
Certificates or portions thereof so to be redeemed shall, on the Redemption
Date, become due and payable at the Redemption Price therein specified, and from
and after such date (unless, in the case of an unconditional notice of
redemption, the Issuer shall default in the payment of the Redemption Price and
accrued interest, if any) such Certificates or portions thereof, if
interest-bearing, shall cease to bear interest. Upon surrender of any such
Certificate for redemption in accordance with such notice, such Certificate or
portion thereof shall be paid by the Issuer at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however, that
any installment of interest on any Certificate the Stated Maturity of which
installment is on or prior to the Redemption Date shall be payable to the Holder
of such Certificate, registered as such at the close of business on the related
Record Date according to the terms of such Certificate.

            (6) Any Certificates which is to be redeemed only in part shall be
surrendered (with, if the Issuer or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Issuer and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Issuer shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, a new
Certificate of the same series, of any authorized denomination requested by such
Holder and of like tenor and in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Certificate so
surrendered.

                                   ARTICLE XI
                                  MISCELLANEOUS

            Section 11.01 Compliance Certificates and Opinions. Upon any
                          ------------------------------------
application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the 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
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, 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 any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

         Every certificate, opinion or letter with respect to compliance with a
condition or covenant provided for in this Indenture (including one furnished
pursuant to specific requirements of this Indenture relating to a particular
application or request) shall include:

               (a) a statement that each individual signing such certificate,
opinion or letter has read such covenant or condition and the definitions herein
relating thereto;

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

               (c) a statement that, in the opinion of each such individual, he
or she has made such examination or investigation as is necessary to enable such
individual to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

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

            Section 11.02 Form of Documents Delivered to Trustee. In any case
                          ---------------------------------------
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

<PAGE>

            Any certificate or opinion of an officer 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 this other certificate or opinion is
based are erroneous. Any such Issuer certificate or Opinion of Counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion
of, or representations by, the officers of the Issuer, stating that the
information with respect to such factual matters is in the possession of the
Issuer, unless such officer or counsel knows, or in the exercise of reasonable
care should know, that the certificate or opinion or representations with
respect to such matters are erroneous. 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
Trustee may reasonably rely upon the opinion of such other counsel.

            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.

            Wherever in this Indenture, in connection with any application or
certificate or report to the 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 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)(ii).

            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 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 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).

Section 11.03     Acts of Holders.
                  ---------------

                 (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Certificates may be embodied in any evidence by one or more
instruments of substantially similar tenor signed by such Holders 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 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 Holders
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 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 acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her 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 or her authority.

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

                (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Certificates shall bind the
Holder of every Certificate 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 Trustee or the Issuer in reliance thereon, whether or
not any notation of such action is made upon such Certificates.

<PAGE>

            Section 11.04     Notices, Etc. to Trustee and Issuer.  Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other documents provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with:

               (a) the Trustee by any Holder 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 Trustee at its Corporate Trust Office;

               (b) the Issuer by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (except as provided in Sections 5.01(b)
and (c)) if in writing and mailed, first-class, postage prepaid, to the Issuer
addressed to it at Foundation Capital Resources, Inc., 733 North State Street,
Jackson, Mississippi 39202-3006, or at any other address previously furnished in
writing to the Trustee by the Issuer.

            Section 11.05 Notices and Reports to Holders; Waiver of Notices.
                          -------------------------------------------------
Where this Indenture provides for notice to Holders of any event or the mailing
of any report to Holders, such notice or report shall be sufficiently given
(unless otherwise herein expressly provided) if mailed, first-class, postage
prepaid, to each Holder affected by such event or to whom such report is
required to be mailed, at the address of such Holder as it appears on the
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 Holders 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 Holder shall affect the
sufficiency of such notice or report with respect to other Holders, and any
notice or report which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given or provided.

            Where this Indenture provides for notice in any manner, such notice
maybe 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. Waiver of notice by any Holder shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

            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 Holders 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 Trustee shall be deemed to be a
sufficient giving of such notice.

            Section 11.06     Rules by Trustee and Agents.  The Trustee may make
                              ---------------------------
reasonable rules for any meeting of Holders. Any Agent may make reasonable rules
and set reasonable requirements for its functions.

            Section 11.07 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 11.08 Successors and Assigns. All covenants and agreements
                          ----------------------
in this Indenture by the Issuer shall bind its successors and assigns, whether
so expressed or not.

            Section 11.09 Separability. In case any provision in this Indenture
                          ------------
or in the Certificates 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 11.10 Benefits of Indenture. Nothing in this Indenture or in
                          ----------------------
the Certificates, expressed or implied, shall give to any Person, other than the
parties hereto and their successors here under and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

            Section 11.11 Legal Holidays. In any case where the date of any
                          --------------
Payment Date, or the Stated Maturity or any other date on which principal of, or
interest on, any Certificate is proposed to be paid shall not be a Business Day,
then (notwithstanding any other provision of the Certificates 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 or the Stated Maturity or other date for the payment of
principal of, or interest on, any Certificate, as the case may be, 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.

<PAGE>
           Section 11.12 Governing Law. This Indenture and each Certificate
                         -------------
shall be construed in accordance with and governed by the substantive laws of
the State of Georgia applicable to agreements made and to be performed in the
State of Georgia and the obligations, rights and remedies of the parties hereto
and the Holders shall be determined in accordance with such laws.

           Section 11.13 Counterparts. This instrument may be executed in any
                         ------------
number of counterparts, each of which so executed shall be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.

           Section 11.14 Recording of Indenture. This Indenture is subject to
                         ----------------------
recording in any appropriate public recording office, such recording to be
effected by the Issuer and at its expense.

            Section 11.15 Issuer Obligation. No recourse may be taken, directly
                          -----------------
or indirectly, against (i) any holder of a beneficial interest in the Issuer
(solely in its capacity as such), (ii) any incorporator, subscriber to the
capital stock, stockholder, partner, beneficiary, agent, officer, director,
employee, or successor or assign of a holder of a beneficial interest in the
Issuer, (iii) any manager, or any stockholder, officer, director or employee of
any manager, or any predecessor of successor of any manager, or (iv) any
incorporator, subscriber to the capital stock, stockholder, officer, director or
employee of the Trustee or any predecessor or successor of the Trustee with
respect to the Issuer's obligation with respect to the Certificates or the
obligation of the Issuer or the Trustee under this Indenture or any certificate
or other writing delivered in connection herewith or therewith.

           Section 11.16 Usury. The amount of interest payable or paid on any
                         -----
Certificate under the terms of this Indenture shall be limited to an amount
which shall not exceed the maximum no usurious rate of interest allowed by the
applicable laws of the United States or the State of Georgia (whichever shall
permit the higher rate), which could lawfully be contracted for, charged or
received (the "Highest Lawful Rate"). In the event any payment of interest on
any Certificate 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 Trustee, acting on behalf of the Holder of such Certificate,
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
Trustee, refund the amount of such excess or, at the option of the Trustee,
apply the excess to the payment of principal of such Certificate, if any,
remaining unpaid.

           Section 11.17 Conflict With Trust Indenture Act. If any provision
                         ---------------------------------
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by any of the provisions of the TIA,
such required provision shall control.

         IN WITNESS WHEREOF, each party has caused this Indenture to be executed
by its duly authorized officer or officers as of the day and year first above
written.

Signed, sealed and delivered                  ISSUER:
in the presence of:

_______________________________               FOUNDATION CAPITAL RESOURCES
Unofficial Witness

_______________________________               By:______________________________
Notary Public                                 Name:____________________________
                                              Title:___________________________



<PAGE>




       [NOTARIAL SEAL]

Commission Expiration Date:
______________________________

Signed, sealed and delivered                  TRUSTEE:
in the presence of:
_______________________________               RELIANCE TRUST COMPANY, as Trustee
Unofficial Witness

_______________________________               By:_______________________________
Notary Public                                 Name:_____________________________
                                              Title:____________________________
       [NOTARIAL SEAL]

Commission Expiration Date:
______________________________






<PAGE>

        EXHIBIT A FORM OF FACE OF CERTIFICATED SIMPLE INTEREST CERTIFICATE

No.  _______________                                           $________________
                                             Date of Issuance:  ________________

                       FOUNDATION CAPITAL RESOURCES, INC.

                          Certificates of Indebtedness

         FOUNDATION CAPITAL RESOURCES, INC., a Georgia corporation (hereinafter
called the "Issuer," which term includes any successor under the Indenture
referred to below), for value received, hereby promises to pay
to____________________________, or its registered assigns (the "Holder") the
principal sum of _________________________ Dollars ($_______) on
____________(the "Stated Maturity" of said principal sum), and to pay interest
upon the unpaid amount of such principal sum from the date of issuance,
semi-annually on the 1st of July and the 1st day of January commencing on
___________________ (each an "Interest Payment Date"), at the rate of _____% per
annum, until the principal is paid in full or made available for payment.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of _________,2001 (the "Indenture")
executed by Reliance Trust Company, Trustee (the "Trustee," which term includes
any successor Trustee under the Indenture) and the Issuer. Payment of principal
and interest on this Certificate shall be subject and pursuant to the provisions
of the Indenture.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature of one of its authorized officers, this
Certificate shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by an authorized officer of the Issuer as of the date of issuance set
forth above.

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Indenture.

                                        RELIANCE TRUST COMPANY, as Trustee



                                        By:___________________________________
                                           Authorized Officer




<PAGE>

                        [FORM OF REVERSE OF CERTIFICATE]

         This Certificate is one of an authorized issue of Certificates of the
Issuer known as its "Certificates of Indebtedness" (the "Certificates").
Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the nature and extent of the property assigned,
pledged, delivered, transferred and mortgaged thereunder, the rights, duties and
obligations of the Holders of the Certificates, the Trustee and the Issuer, and
terms under which the Certificates are authenticated, issued and secured. By
receiving and holding this Certificate, the Holder hereof accepts and agrees and
is subject to all of the terms and provisions of the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Certificates under the Indenture at
anytime by the Issuer with the consent of the Holders of not less than a
majority in aggregate principal amount of the Certificates at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Certificates at the
time Outstanding, on behalf of the Holders of all the Certificates, to waive
compliance by the Issuer with certain provisions of the Indenture, and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holders of the Certificates shall be conclusive and binding upon
the holder of this Certificate and upon all future holders of this Certificate
and of any Certificate issued upon the transfer hereof or in exchange here for
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Certificate. The Indenture also permits certain amendments, waivers and
consents by the Company and the Trustee without the consent of the Holders of
any of the Certificates.

         In any case where any Interest Payment Date or the Stated Maturity
shall not be a Business Day in Georgia, then any payment of interest or
principal need not be made on such date but may be made on the next succeeding
Business Day in Georgia with the same force and effect as if made on the
Interest Payment Date or the Stated Maturity, as the case may be, and no
interest shall accrue with respect to such payment for the period from and after
such Interest Payment Date or Stated Maturity to such next succeeding Business
Day.

         If any Event of Default with respect to the Certificates shall occur,
the principal of this Certificate may become or be declared due and payable, in
the manner and with the effect provided in the Indenture.

         The Certificates are authorized and issuable only as registered
Certificates without coupons in minimum denominations of $5,000 except
Certificates issued pursuant to the Issuer's Interest Reinvestment Plan may be
issued in any denomination.

         Prior to the due presentment for registration of transfer, the Issuer
and the Trustee and any agent of the Issuer or the Trustee shall treat the
person in whose name this Certificate is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Certificate be overdue, and neither the Issuer nor the
Trustee nor any agent of either of them shall be affected by notice to the
contrary.

         As provided in the Indenture, this Certificate shall for all purposes
be governed by and construed in accordance with the laws of the State of
Georgia.


                                    TRANSFER

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________ (Please print or typewrite name and address of
Assignee) __________________________________ (Please insert Social Security or
tax identification number of Assignee) the within Certificate, and all rights
thereunder, hereby irrevocably constitution and appointing_____________________
Attorney to transfer said Certificate on the books of the Issuer with full power
of substitution in the premises.

Dated:____________________________



__________________________________
Signature of Transferor

<PAGE>


         NOTICE: The signature to this transfer must correspond with the name as
written upon the face of this Certificate in every particular without alteration
or enlargement or any change whatever. If required by the Issuer, the signature
must be guaranteed by a commercial bank or trust company or by a member of a
signature guaranty medallion program. Notarized or witnessed signatures are not
acceptable.



<PAGE>

                                    EXHIBIT A

            FORM OF FACE OF CERTIFICATED COMMAND INTEREST CERTIFICATE

No.  _______________                                           $________________
                                             Date of Issuance:  ________________

                       FOUNDATION CAPITAL RESOURCES, INC.

                          Certificates of Indebtedness

         FOUNDATION CAPITAL RESOURCES, INC., a Georgia corporation (hereinafter
called the "Issuer," which term includes any successor under the Indenture
referred to below), for value received, hereby promises to pay
to____________________________, or its registered assigns (the "Holder") the
principal sum of _________________________ Dollars ($_______) on
____________(the "Stated Maturity" of said principal sum), and to also pay on
the stated maturity interest upon such principal sum from the date of issuance
compounded semi-annually on the 1st of July and the 1st day of January
commencing on ___________________ at the rate of _____% per annum. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Indenture dated as of _________, 2002 (the "Indenture") executed
by Reliance Trust Company, Trustee (the "Trustee," which term includes any
successor Trustee under the Indenture) and the Issuer. Payment of principal and
interest on this Certificate shall be subject and pursuant to the provisions of
the Indenture.

         Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature of one of its authorized officers, this
Certificate shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by an authorized officer of the Issuer as of the date of issuance set
forth above.

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Indenture.

                                          RELIANCE TRUST COMPANY, as Trustee



                                          By:_________________________________
                                             Authorized Officer



<PAGE>

                                    EXHIBIT B

                  CERTIFICATE OF AVAILABLE ELIGIBLE COLLATERAL

                               DATED _____________

         I, the undersigned officer of Foundation Capital Resources, Inc. (the
"Issuer"), in connection with the Indenture, dated as of _______, 2001 (the
"Indenture"), between the Issuer and Reliance Trust Company, trustee (the
"Trustee"), do hereby certify that I am an officer of the Issuer holding the
office set forth beneath my signature below and do hereby certify as to the
following statements below. Capitalized terms used herein that are not otherwise
defined shall have the meanings assigned to them in the Indenture.

                  (i) that attached hereto is a Pledged Asset Schedule prepared
         by the Issuer as of the date of this Certificate (the "Applicable
         Valuation Date") and that to the best of my knowledge the information
         contained in the Schedule attached hereto is accurate and correct and
         was prepared in accordance with the terms of the Indenture;

                  (ii) the Issuer has calculated the Market Value of each item
         of the Pledged Assets as of a date within five Business Days of the
         Applicable Valuation Date with the related calculations being set forth
         in the Schedule attached hereto, determined pursuant to the definitions
         of "Market Value" contained in the Indenture;

                  (iii) the Issuer has calculated the Basic Maintenance Amount
         for the Certificates as of the Applicable Valuation Date, such
         calculation being set forth on the Schedule attached hereto;

                  (iv) the Issuer has determined that the Market Value of the
         Pledged Assets equals or exceeds the Basic Maintenance Amount;

                  (v) as of the Applicable Valuation Date, each item of Pledged
         Assets as set forth in the Schedule attached hereto is Eligible
         Collateral and each such item of the Pledged Assets set forth in the
         Schedule attached hereto conforms in all material respects to the
         definition of such item contained in the Indenture;

                  (vi) as of the Valuation Date:

                       (a) the Issuer is not in Default under, and the
                  issuance of the Certificates will not result in any breach of
                  any of the terms, conditions or provisions of, or constitute a
                  default under, the Indenture 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 Certificates have been complied with;

                       (b) the Issuer is the owner of Pledged Assets, free
                  and clear of any lien, security interest or charge, has not
                  assigned any interest or participation in any such Pledged
                  Assets (or, if any such interest or participation has been
                  assigned, it has been released) and has the right to Grant
                  each such Pledged Assets to the Trustee;

                       (c) the Issuer has Granted to the Trustee all of its
                  right, title and interest in each of the Pledged Assets; and

                       (d) the ratio of (a) the Total Indebtedness of the
                  Issuer, both secured and unsecured, to (b) the GAAP Net Worth
                  of the Issuer, is no more than 3:1.

         IN WITNESS WHEREOF, I have hereunto set my name this __ day of _______.


                                           FOUNDATION CAPITAL RESOURCES, INC.

<PAGE>

                                      By:____________________________________
                                      Name:__________________________________
                                      Title:_________________________________



<PAGE>







                             SCHEDULE I TO EXHIBIT B

                             PLEDGED ASSET SCHEDULE




<PAGE>



                                    EXHIBIT C

                   REASSIGNMENT AND DELIVERY OF PLEDGED ASSETS

         Reliance Trust Company, Trustee (the "Trustee"), under the Indenture
dated as of _______, 2002, between Foundation Capital Resources, Inc. (the
"Issuer") and the Trustee, has received an Officers' Certificate requesting
withdrawal with respect to the Pledged Assets, dated _______________.

         The Trustee hereby releases, reassigns and delivers to the Issuer the
property identified in such Officers' Certificate, where appropriate accompanied
by the documentation reasonably requested by the Issuer to effect the
registration of the same in the name of the Issuer, if the Issuer so requests.

         The Trustee therefore releases, reassigns and delivers such property to
the Issuer; the Trustee believes (without having undertaken a legal review) that
such release, reassignment and delivery fully releases and discharges the
security interest created under the aforementioned Indenture in such property.

Dated:
       ______________________

                                             RELIANCE TRUST COMPANY


                                             By:_____________________________
                                             Name:___________________________
                                             Title:____________________________



                                      - 2 -


<PAGE>

                                    EXHIBIT D

                            PROCEEDS ESCROW AGREEMENT

           THIS AGREEMENT made and entered into as of the ___ day of
___________, 2002, by and among FOUNDATION CAPITAL RESOURCES, INC., a
corporation duly organized and existing under the laws of the State of Georgia
(hereinafter referred to as "Issuer"), RELIANCE TRUST COMPANY, a Georgia bank
and trust company (hereinafter referred to as "Escrow Agent"), and RIVES LEAVELL
& CO., INC. (hereinafter referred to as "Broker").

                              W I T N E S S E T H:
                               - - - - - - - - - -

           WHEREAS, Issuer desires to issue its 2002 Series A Certificates of
Participation ("Certificates") pursuant to a Trust Indenture between Issuer and
Reliance Trust Company, as Trustee, dated as of January 1, 2002 (hereinafter
referred to as the "Trust Indenture"); and

           WHEREAS, the Issuer and the Broker, as Issuer's agent, intend to sell
the Certificates on a best-efforts basis; and

           WHEREAS, the terms of the aforesaid offering require that the
proceeds to the Issuer from the sale of the Certificates ("Proceeds") be held in
escrow with the Escrow Agent;

           NOW, THEREFORE, it is hereby agreed by and among the parties as
follows:

           1. CERTIFICATE FINANCING.
              ---------------------

           This Agreement is being executed as part of a financing arrangement
involving the issuance of the Certificates, the execution of the Trust
Indenture, Prospectus, and other related documents, all of which are
incorporated herein by this reference. All defined terms not otherwise defined
herein shall have the meaning ascribed to them in the Trust Indenture.

           2. FUNDS TO BE PLACED IN ESCROW.
              ----------------------------

           All Proceeds from all sales of the Certificates shall be paid to the
Escrow Agent to be held in a fund known as the "Foundation Capital Resources,
Inc. 2002 Series A Escrow Account" (the "Escrow Account"). The Issuer and Broker
shall cause any checks received by them in payment for the Certificates to be
payable to the Escrow Agent. Notwithstanding the foregoing proceeds from the
sale of Certificates under Issuer's Interest Reinvestment Plan shall not be
escrowed with Escrow Agent.

           3. DUTY OF THE ESCROW AGENT.
              ------------------------

           The sole duty of the Escrow Agent shall be to receive the Proceeds
and hold them and disburse them in accordance with the terms hereof. The Escrow
Agent shall be under no duty to make certain that the Issuer and Broker are
complying with the requirements of this Agreement.

           4. DISBURSEMENT.
              ------------

           The Escrow Account shall be disbursed by the Escrow Agent to or for
the benefit of the Issuer as provided herein. Prior to any disbursement, Escrow
Agent shall have received:

            (a) a written request from the Issuer;

            (b) a Grant and Delivery of Pledged Assets together with the
                Required Documentation equal to the Basic Maintenance Amount;
                and

            (c) a Certificate of Available Eligible Collateral.


                                     - 3 -

<PAGE>
Notwithstanding the foregoing, no draw request shall be required for payment of
fees and expenses of Trustee or Broker.

         5. USE OF PROCEEDS.
            ---------------

         The Proceeds from the offering will be used in the following order of
priority: to (i) pay the expenses incurred by the Issuer in connection with the
offering, including broker fees and sales commissions, legal and accounting fees
and expenses, title fees, trustee fees, printing expenses and miscellaneous
expenses and contingencies; and (ii) to fund the acquisition or making of
mortgage loans, to purchase mortgage loans, to repay any borrowings incurred to
acquire mortgagee loans and for general working capital and other purposes. Any
Proceeds in excess of the amount required to pay the expenses of the offering
will be released by Escrow Agent to Issuer subject to the collateral assignment
and pledge of Eligible Collateral in the Basic Maintenance Amount as such terms
are defined in the Trust Indenture.

           6. TERMINATION.
              -----------

          (A) This Agreement shall terminate when the Certificates have been
sold or all unsold Certificates cancelled and the Escrow Account has been fully
disbursed.

          (B) Upon any termination of this Agreement after all obligations to
the Certificate holders, Broker, and Escrow Agent have been met, any balance in
the Escrow Account shall be disbursed to the Issuer.

           7. MAINTENANCE OF FUND.
              -------------------

           Escrow Agent shall hold the escrow funds in trust, commingled with
similar funds of other issuers, but shall maintain detailed records to reflect
the share thereof attributable to each issuer. Any money deposited in the
Proceeds Escrow Account may be invested by the Escrow Agent at the direction of
the Issuer in Short-Term Money Market Investments and/or Government Securities
having maturities no greater than thirty (30) days and subject to redemption at
the option of the holder thereof at any time, provided that any risk of loss on
such investments shall be borne by the Issuer. Escrow Agent shall furnish
periodic statements to Issuer reflecting all receipts and disbursements from the
Escrow Account.

            8. INTEREST.
               --------

            Escrow Agent shall pay to the Issuer all interest and other earnings
on the escrowed funds in the Escrow Account less a management fee as set forth
in the separate fee agreement made a part hereof by reference. Escrow Agent
shall credit interest earned to the Escrow Account monthly.

            9. CONTROVERSY.
               -----------

            If any controversy arises between the parties hereto or with
any third person, the Escrow Agent shall not be required to determine the same
or to take any action but may await the settlement of any such controversy by
final appropriate legal proceeding, or otherwise as the Escrow Agent may
require, or the Escrow Agent may, in its discretion, institute such appropriate
interpleader or other proceedings in connection therewith as it may deem proper,
notwithstanding anything in this Agreement to the contrary. In any such event,
the Escrow Agent shall not be liable for interest or damages to the Issuer or
the Certificate holders.

           10. ESCROW AGENT'S AND BROKER'S LIABILITY.
               -------------------------------------

           The Escrow Agent's and Broker's obligations and duties in connection
herewith are confined to those specifically enumerated in this Agreement. The
Escrow Agent and Broker shall not be in any manner liable or responsible for the
sufficiency, correctness, genuiness or validity of any instruments received by
or deposited with them or with reference to the form of execution thereof, or
the identity, authority or rights of any person executing, delivering, or
depositing same, and neither the Escrow Agent nor the Broker shall be liable for
any loss that may occur by reason of forgery, false representation or the
exercise of their discretion in any particular manner or for any


                                     - 4 -

<PAGE>
other reason, except for their own negligence or willful misconduct. In
addition to the foregoing, Escrow Agent shall be entitled to all the privileges,
rights, benefits, and immunities provided to the Trustee in the Trust Indenture.

         11. ESCROW AGENT'S COMPENSATION.
             ---------------------------

         Escrow Agent shall receive compensation for its services as set forth
in a separate agreement between the Issuer and the Escrow Agent.

         12. BINDING AGREEMENT AND SUBSTITUTION OF ESCROW.
             --------------------------------------------

         The terms and conditions of this Agreement shall be binding on the
heirs, executors and assigns, creditors or transferees, or successors in
interest, whether by operation of law or otherwise, of the parties hereto. If,
for any reason, the Escrow Agent named herein should be unable or unwilling to
continue as such Escrow Agent, then the other parties to this Agreement may
substitute a bank or trust company to serve as Escrow Agent. Any apportionment
of the fees will be subject to agreement of the parties.

         13. MODIFICATION.
             ------------

         This Agreement shall not be modified in any respect without prior
written approval of the Escrow Agent and the Issuer.

         14. CHOICE OF LAW.
             -------------

         This Agreement shall be subject in all respects to the laws of
the State of Georgia.

         15. ATTORNEYS' FEES.
             ---------------

         In the event that this Agreement results in litigation between the
parties hereto, the prevailing party as determined by the court shall be
entitled to be paid a reasonable amount for attorneys' fees incurred in
connection with enforcing its rights pursuant to the terms of this Agreement.

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

                               ISSUER:

                               FOUNDATION CAPITAL RESOURCES, INC.

                               By:____________________________________
                               Name:_________________________________
                               Title:__________________________________

                               ESCROW AGENT:

                               RELIANCE TRUST COMPANY

                               By:____________________________________
                               Name:_________________________________
                               Title:__________________________________

                               BROKER:

                               RIVES LEAVELL & COMPANY, INC.

                               By:____________________________________
                               Name:_________________________________
                               Title:__________________________________





                                      - 5 -