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                                                                    EXHIBIT 10.3

                           MASTER ASSIGNMENT AGREEMENT



         THIS AGREEMENT is made as of the 21st day of August, 1998 by and
between CHASTAIN CAPITAL CORPORATION ("Assignor"), MERRILL LYNCH MORTGAGE
CAPITAL INC. ("MLMCI") and MERRILL LYNCH CAPITAL SERVICES, INC. ("MLCS") By
executing this Agreement, Assignor, MLMCI and MLCS agree to be bound by the
terms of this Agreement.

                                   WITNESSETH

         WHEREAS the parties elect to enter into this Agreement and, at the
request of Assignor, MLMCI may from time to time at its option agree to make one
or more loans (in each instance, a "Loan") to Assignor, which Loans shall be
limited in aggregate outstanding principal amount, as of any date of
determination, to $35,000,000, said Loans to be evidenced by Assignor's Note
(the "Note") of even date herewith maturing on August 20, 1999 (the "Maturity
Date"), a form of which is attached hereto as Exhibit A; and

         WHEREAS, in order to induce MLMCI to make Loans from time to time to
it, Assignor has agreed to assign and pledge to MLMCI and its affiliate, MLCS,
and grant to MLMCI and MLCS a lien upon and a security interest in the
Collateral (as hereinafter defined) for the purpose of securing its obligations
under the Note and certain obligations of Assignor to MLCS;

         NOW, THEREFORE, in consideration of the foregoing and of the covenants
and agreements hereinafter set forth, Assignor and MLMCI agree as follows:

         SECTION 1. DEFINITIONS; CONSTRUCTION

         (a)      Definitions. As used herein, the following terms shall have
the meaning herein specified (to be equally applicable to be the singular and
plural forms of the terms defined):

         "Act of Insolvency" shall have the meaning set forth in Section 10(d)
hereof.

         "Agency" shall refer to the Federal National Mortgage Association, the
Federal Home Loan Mortgage Corporation, and the Governmental National Mortgage
Association, as applicable.

         "Agreement" shall mean this Master Assignment Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

         "Base Currency" shall mean United States dollars.

         "Book Net Worth" shall mean the equity of Assignor determined in
accordance with GAAP.
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         "Business Day" shall mean any day excluding Saturday, Sunday, or any
other day on which banks in The City of New York are authorized or required by
law to be closed.

         "Certificate Issuance Agreements" shall mean the agreements pursuant to
which the related Pledged MBSs or Pledged Certificates, as the case may be, have
been issued, including any agreements relating to the payment or distribution of
amounts to the holder of such Pledged MBSs or Pledged Certificates, which
agreements have been previously approved by MLMCI or its affiliate.

         "Closing Date" shall mean with respect to each Loan, the closing date
set forth in the Confirmation Statement applicable to such Loan.

         "Collateral" shall have the meaning ascribed thereto in Section 2 (a)
hereof and shall include any Supplemental Collateral.

         "Collateral Summary" shall mean the description of each Eligible Asset
proposed to be pledged hereunder that accompanies a request for funding, the
submission of Substitute Collateral or the submission of Supplemental
Collateral, which description shall set forth the outstanding principal amount,
the interest rate and such other information as MLMCI may reasonably request.

         "Confirmation Statement" shall have the meaning set forth in Section 4
hereof.

         "Contractual Currency" shall have the meaning set forth in Section 2(g)
hereof.

         "Covenant Compliance Certificate" shall refer to a certificate of
Assignor to the effect that Assignor is in compliance, as of the date of such
certificate, with the covenants set forth in Section 9 of this Agreement.

         "Current Margin" shall have the meaning ascribed to it in Section 5(b)
hereof.

         "Default" shall mean any condition, act or event which, with notice or
lapse of time or both, would constitute an Event of Default.

         "Default Rate" shall have the meaning specified in Section 11(e)
hereof.

         "Dollar" and the sign "$" shall mean lawful money of the United States
of America.

         "DTC" shall mean The Depository Trust Company.

         "Effective Date" shall mean the date that all of the conditions set
forth in Section 7 hereof have been met.

         "Eligible Assets" shall mean the Pledged MBSs, Pledged Certificates,
Pledged Whole Loans and Pledged Syndicated Bank Loans subject to this Agreement.

         "Event of Default" shall have the meaning set forth in Section 10
hereof.

         "GAAP" shall have the meaning specified in Section 1(b) hereof.


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         "Governmental Authority" shall mean any nation, government, or state,
or any political subdivision of any of them, or any court, entity or agency
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

         "Lien" shall mean any interest in property, or a claim by, a Person
other than the owner of such property, whether such interest is based on the
common law, statute or contract, and including, but not limited to, a security
interest, security title or lien arising from a security agreement, mortgage,
deed of trust, deed to secure debt, encumbrance, pledge, conditional sale,
financing statement or trust receipt or a lease, consignment or bailment for
security purposes.

         "Loan" shall have the meaning set forth in the preamble hereof.

         "Loan Documents" shall mean and include this Agreement, the Note, each
Confirmation Statement, the Swap Agreement and all instruments and documents now
or hereafter executed and/or delivered pursuant hereto or thereto or in
connection herewith or therewith.

         "Loan Schedule" shall mean the schedule of Loans and the repayment
thereof attached to the Note.

         "Market Value" shall mean, for any Eligible Asset and for the Swap
Agreement, the value thereof determined by MLMCI (or its affiliate) from time to
time (and at such times in its sole discretion) in the good faith exercise of
its reasonable business judgement.

         "MLCS" shall refer to Merrill Lynch Capital Services, Inc., a Delaware
corporation.

         "Note" shall have the meaning set forth in the preamble hereof.

         "Obligations" shall mean the principal of and all interest on the
Loans, all fees, expenses, reimbursements (including, without limitation the
reasonable fees and expenses of attorneys), taxes and indemnities and other
amounts payable by Assignor under the Loan Documents and under any other
documents or instruments executed and delivered by Assignor in connection
therewith to MLMCI pursuant to Section 2 hereof or any of their respective
successors or assigns, direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising and however arising.

         "Outstanding Loans" shall mean on the date of determination thereof the
aggregate unpaid principal amount of each Loan made hereunder.

         "Person" shall mean any individual, partnership, firm, corporation,
association, joint venture, trust or other entity, or any government or
political subdivision or agency, department or instrumentality thereof.

         "Pledged Certificate" shall mean a security (which may be a
subordinated security) (i) which is pledged by Assignor to MLMCI in connection
with a Loan hereunder, which may include a related certificate of novation, and
(ii) which represents a specified undivided beneficial interest in a pool of
partnership interests, which themselves represent interests in commercial real
estate property, acceptable to MLMCI in its sole discretion.


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         "Pledged MBS" shall mean a pass-through certificate (whether rated or
unrated), which (i) is pledged by Assignor and accepted by MLMCI in connection
with a Loan hereunder, (ii) is issued by an issuer other than an Agency, and
(iii) represents a specified undivided beneficial interest (which interest may
be composed of the right to receive payments of principal only or payments of
interest only thereon) in a pool consisting of single family or commercial
mortgage loans.

         "Pledged Syndicated Bank Loan" shall mean a collateralized loan (which
may be a subordinated loan) which is (i) made by a syndicate of financial
institutions, (ii) assigned by Assignor to MLMCI in connection with a Loan
hereunder, and (iii) the assignment of which has been notified in writing to the
obligor on such collateralized loan.

         "Pledged Whole Loan" shall mean a whole mortgage loan (which may be a
subordinated mortgage loan) collateralized by assets acceptable to MLMCI in its
sole discretion.

         "Proceeds" shall have the meaning assigned to it under the UCC and, in
any event, shall include, but not be limited to, (i) any and all Proceeds of any
insurance, indemnity, warranty or guaranty payable to Assignor from time to time
with respect to any of the Collateral, (ii) any and all payments (in any form
whatsoever) made or due and payable to Assignor from time to time in connection
with any reacquisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any Governmental Authority and any sale,
transfer or other disposition of all or any part of the Collateral, and (iv) any
and all other amounts from time to time paid or payable under or in connection
with any of the Collateral.

         "Rating" shall mean the credit rating, if any, received by any Eligible
Asset from any of the Rating Agencies. In the event of a split in the rating
received by any Eligible Asset, the lower rating shall be considered the Rating
for purposes of this Agreement.

         "Rating Agencies" shall refer to (i) Moody's Investors Service, Inc.
and any successor thereto, (ii) Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc. and any successor thereto, (iii) Fitch IBCA
and any successor thereto, and (iv) Duff & Phelp's Credit Rating Co. and any
successor thereto.

         "Spot Rate" shall mean, where an amount in one currency is to be
converted into a second currency on any date, unless the parties otherwise
agree, the spot rate of exchange quoted by Barclays Bank PLC in the London inter
bank market for the sale by it of such second currency against a purchase by it
of such first currency.

         "Substitute Collateral" shall have the meaning set forth in Section 6
hereof.

         "Supplemental Collateral" shall mean collateral acceptable to MLMCI in
accordance with the provisions of Section 5(c) hereof.

         "Swap Agreement" shall mean that certain ISDA Master Agreement dated as
of August 21, 1998 between MLCS and Assignor, including all supplements thereto
and confirmations thereunder, including, without limitation, that certain
Confirmation dated August 21, 1998, as any of the foregoing may be amended,
supplemented or otherwise modified from time to time.


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         "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the State of New York or in the state whose version of the UCC furnishes
the law applicable to the transactions contemplated herein.

         (b)      Accounting Terms and Determinations. Unless otherwise defined
or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared and all financial records
shall be maintained in accordance with generally accepted accounting principles
("GAAP").

         (c)      Other Definitional Terms. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and article, section, schedule, exhibit and like references are to
this Agreement unless otherwise specified. Any defined term which relates to a
document shall include within its definition any amendments, modifications,
renewals, restatements, extensions, supplements or substitutions which may have
been heretofore or may be hereafter executed in accordance with the terms
hereof.


         SECTION 2. GRANT OF SECURITY INTEREST; DELIVERY OF COLLATERAL; LOANS
DISCRETIONARY; CONTRACTUAL CURRENCY

         (a)      Assignor hereby grants, pledges, assigns, transfers and
delivers to MLMCI with respect to each Loan on the related Closing Date, and
grants to MLMCI a lien upon and continuing security interest in all of
Assignor's right, title and interest in, to and under all of the following
whether now owned or existing, or at any time hereafter acquired or arising, by
Assignor or in which Assignor now has or at any time in the future may acquire
any right, title or interest (all of which being hereinafter collectively called
the "Collateral"): (i) the Eligible Assets described in the Confirmation
Statement delivered pursuant to Section 4 relating to a Loan effective upon
delivery of such Confirmation Statement, (ii) any Supplemental Collateral that
may be granted to MLMCI pursuant to Section 5(c) hereof (provided, however, that
any representations, warranties or covenants contained herein, and the grant of
a lien and security interest with respect to any Supplemental Collateral, shall
be effective as to any Supplemental Collateral (or any Proceeds, distributions
or other amounts realized in respect of such Supplemental Collateral) only upon
the delivery of such Supplemental Collateral to MLMCI pursuant to such Section
5(c) hereof), (iii) all right, title and interest of Assignor in and to the Swap
Agreement (including, without limitation, all amounts owed to Assignor under the
Swap Agreement, (iv) all Proceeds, distributions and other amounts realized in
respect of any of the foregoing, and (v) with respect to any Loan, all books and
records of Assignor pertaining to any of the foregoing, as security for the due
and punctual payment by Assignor of the Note and any amounts that may become
payable thereunder or hereunder.

         (b)      Assignor hereby grants, pledges, assigns, transfers and
delivers to MLCS a second lien on the Collateral as security for the due and
punctual payment by Assignor of its obligations under the Swap Agreement and any
amount that may become payable thereunder. MLMCI hereby agrees to act as bailee
and agent for MLCS for purposes of perfecting such second lien and administering
the Collateral.


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         (c)      Assignor shall, with respect to each Loan and the Swap
Agreement, deliver to MLMCI the Collateral registered in the name of MLMCI or
its nominee or, if permitted by MLMCI in its sole discretion, properly endorsed
instruments of transfer (including, without limitation, any necessary
assignments, corporate resolutions and opinions of legal counsel and
certificates required for transfer) that will either enable MLMCI to cause such
Collateral to be so registered or allow MLMCI to receive all payments with
respect to, and to transfer to a third party, in each case without further
action on the part of MLMCI other than delivering such Collateral and such
instruments of transfer to the appropriate transfer agent. The right of MLMCI to
receive, and the obligation of Assignor to deliver, Collateral in the form
described in the preceding sentence will not be waived, diminished or modified
by MLMCI's having accepted and received, knowingly or unknowingly, Collateral
that has not been so registered or is not accompanied by such instruments of
transfer. In respect of any rights in respect of a Pledged Syndicated Bank Loan
made to an obligor incorporated in England which is included in the Collateral,
the Assignor shall deliver to each obligor and the agent under such Pledged
Syndicated Bank Loan a notice of assignment substantially in the form of Exhibit
E hereto, as approved by MLMCI and MLCS and shall ensure that each such obligor
and agent acknowledge such notice.

         (d)      MLMCI shall not be required to make any Loans hereunder and
any Loan hereunder shall be made by MLMCI in its sole discretion.

         (e)      If MLMCI determines to make any Loan hereunder, then in
accordance with the related Confirmation Statement, MLMCI shall advance such
Loan to Assignor in a principal amount of up to the percentage (as set forth in
the related Confirmation Statement) of the sum of (i) the Market Value of the
Collateral described in such Confirmation Statement and (ii) accrued and unpaid
interest on such amount. Each Loan advance hereunder shall be recorded as such
by MLMCI and be evidenced by the "Loan Schedule" attached to the Note, and any
repayments of each such Loan shall be recorded as such by MLMCI and be evidenced
by such "Loan Schedule"; provided, however, that the failure of such recordation
by MLMCI shall not affect the rights of the parties hereunder with respect to
such Loan.

         (f)      Each Loan shall bear interest, as calculated on a monthly
basis, on the unpaid principal amount thereof from and including the related
date of determination to but excluding the related Maturity Date at a per annum
rate (based upon a 360-day year and the actual number of days elapsed) equal to
the interest rate specified in the related Confirmation Statement. The interest
rate for each Loan shall be calculated as a specified percentage over the
prevailing London Interbank Offered Rate for one-month United States Dollar
deposits as set forth on page 8695 of Knight-Ridder as of 8:00 a.m. New York
City time two Business Days prior to the related Closing Date as specified in
the related Confirmation Statement.

         (g)      (i)      All repayments of any Loan shall be made in the
currency of the advance made with respect to such Loan (the "Contractual
Currency") except as provided in Section 11(i). Notwithstanding the foregoing,
the payee of any money may, at its option, accept tender thereof in any other
currency, provided, however, that, to the extent permitted by applicable law,
the obligation of the payer to pay such money will be discharged only to the
extent of the amount of the Contractual Currency that such payee may, consistent
with normal banking procedures, purchase with such other currency (after
deduction of any premium and costs of exchange) for 


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delivery within the customary delivery period for spot transactions in respect
of the relevant currency.

          (ii)    If for any reason the amount in the Contractual Currency
received by a party, including amounts received after conversion of any recovery
under any judgement or order expressed in a currency other than the Contractual
Currency, falls short of the amount in the Contractual Currency due and payable,
the party required to make the payment will, as a separate and independent
obligation, to the extent permitted by applicable law, immediately transfer such
additional amount in the Contractual Currency as may be necessary to compensate
for the shortfall.

         (iii)    If for any reason the amount in the Contractual Currency
received by a party exceeds the amount of the Contractual Currency due and
payable, the party receiving the transfer will refund promptly the amount of
such excess.

         SECTION 3. EARNINGS ON COLLATERAL

         In the event that the Collateral is registered in the name of MLMCI or
any affiliate or designee thereof or MLMCI or its affiliate or designee is
entitled to receive payments and distributions on the Collateral, all payments
and distributions, whether in cash or in kind, made on or with respect to the
Collateral will, unless otherwise agreed by MLMCI, be paid, delivered or
transferred directly to MLMCI (or such affiliate or designee) and, within one
(1) business day of receipt thereof, will, so long as an Event of Default as
defined in Section 10 hereof shall not have occurred and be continuing, be paid
to Assignor by wire transfer in immediately available funds. Following the
occurrence and during the continuation of an Event of Default, if Assignor shall
receive any payment or distribution on or with respect to the Collateral, it
shall hold such payment or distribution in trust for the benefit of MLMCI.

         In the event that the Collateral is registered in the name of Assignor
or Assignor is entitled to receive payments and distributions on the Collateral,
all payments and distributions, whether in cash or in kind, made on or with
respect to the Collateral shall, so long as an Event of Default shall not have
occurred and be continuing, be paid to Assignor directly by the applicable
paying agent. MLMCI may, in its sole discretion after the occurrence and during
the continuation of an Event of Default, cause all such payments and
distributions to be paid, delivered or transferred directly to MLMCI, to be
applied by MLMCI to the then outstanding Obligations.

         SECTION 4. CONFIRMATION STATEMENT

         MLMCI shall, with respect to each Loan, deliver a confirmation
statement substantially in the form attached hereto as Exhibit B (in each case,
the "Confirmation Statement") to Assignor confirming the agreement between
Assignor and MLMCI as to the specific terms of the Loan. Each such Confirmation
Statement shall constitute a binding agreement between Assignor and MLMCI, and
this Agreement is hereby incorporated in each such Confirmation Statement and
made a part thereof as if it were set out in full in each such Confirmation
Statement. Each such Confirmation Statement will be binding upon the parties
hereto unless written notice of 


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objection is given by the objecting party to the other party within two (2)
Business Days after the objecting party's receipt of such Confirmation
Statement.

         SECTION 5. MARGIN DETERMINATIONS

         (a)      A margin requirement (the "Margin Requirement") expressed as a
percentage shall be established by MLMCI with respect to each Loan on the
related Closing Date and shall be set forth in the related Confirmation
Statement. MLMCI shall determine the Market Value for the Eligible Assets in the
good faith exercise of its reasonable business judgment from time to time, but
no less frequently than once monthly, and at such time as it may elect in its
sole discretion.

         (b)      MLMCI may, in its reasonable discretion, from time to time
calculate the current margin (the "Current Margin") with respect to any Loan,
which Current Margin shall equal the amount by which (i) 100% exceeds (ii) a
fraction (expressed as a percentage) (A) the numerator of which is the then
outstanding principal amount of such Loan together with accrued and unpaid
interest thereon to the date of determination and (B) the denominator of which
shall be the sum of (1) the Market Value of the related Eligible Assets
(including any Supplemental Collateral delivered pursuant to this Agreement)
then held by MLMCI together with accrued and unpaid interest thereon to the date
of determination and (2) the Market Value of the Swap Agreement (expressed a
positive number if such Market Value is in favor of Assignor and expressed as a
negative number if such Market Value is in favor of MLCS).

         (c)      If MLMCI shall at any time determine with respect to a Loan
that the Current Margin is less than the related Margin Requirement, MLMCI may
in its discretion notify Assignor of such fact, and Assignor shall be obligated,
not later than twenty-four (24) hours after Assignor's receipt of such notice,
to deliver to MLMCI cash or Supplemental Collateral acceptable to MLMCI in its
sole reasonable judgment as Collateral hereunder, which cash shall be applied to
reduce the principal balance of the related Loan and which Supplemental
Collateral shall, in the aggregate, equal an amount such that, after giving
effect to the application of such cash and the delivery of such Supplemental
Collateral, the Current Margin for such Loan will be at least equal to the
related Margin Requirement. Delivery of Supplemental Collateral pursuant to this
Section 5(c) shall be in such manner as is acceptable to, and under such
additional conditions as may be required by, MLMCI in its sole reasonable
judgment.

         (d)      If at any time the Current Margin for a Loan exceeds the
Margin Requirement for such Loan and provided that Assignor shall not have
failed to satisfy the requirements of Section 5(c) with respect to any notice
thereunder given by MLMCI relating to any Loan, Assignor may, upon notice to
MLMCI, demand that MLMCI redeliver all or any portion of the Supplemental
Collateral, provided, however, that after giving effect to such redelivery, the
Current Margin would not be less than the Margin Requirement, and MLMCI shall
make good delivery of such Supplemental Collateral, in a manner equivalent to
the manner in which such Supplemental Collateral was delivered to MLMCI, no
later than the Business Day following receipt by MLMCI of such notice. In such
connection, MLMCI shall execute such other documents and take such other actions
as Assignor may reasonably request in order to evidence and give effect to the
release of such Supplemental Collateral from the security interest granted by
this Agreement.


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         (e)      The parties agree that for purposes of the calculations to be
made and any cash to be posted pursuant to this Section 5, all amounts not
denominated in the Base Currency shall be converted into the Base Currency at
the Spot Rate prevailing at the relevant time.

         SECTION 6. SUBSTITUTION OF COLLATERAL

         (a)      MLMCI shall allow Assignor, in Assignor's sole discretion, to
provide collateral acceptable to MLMCI, in MLMCI's sole reasonable discretion,
to be substituted for existing Collateral of equal Market Value. All
certificates or instruments representing such substituted collateral
("Substitute Collateral") shall be accompanied by duly executed instruments of
transfer or assignments in blank, all in form and substance reasonably
satisfactory to MLMCI.

         (b)      In the case of any Loan for which the repayment date is other
than the Business Day immediately following the related Closing Date and with
respect to which Assignor does not have any existing right to substitute
substantially the same Collateral for existing Collateral, Assignor shall have
the right, subject to the proviso to this sentence, upon notice to MLMCI, which
notice shall be given at or prior to 12:00 pm (New York time) on such Business
Day, to substitute substantially the same Collateral for any existing
Collateral; provided, however, that MLMCI may elect, by the close of business on
the Business Day notice is received, or by the close of the next Business Day if
notice is given after 12:00 pm (New York time) on such day, not to accept such
substitution. In the event such substitution is accepted by MLMCI, such
substitution shall be made by Assignor's delivery to MLMCI of such other
Collateral and MLMCI's delivery to Assignor of such existing Collateral, and
after such substitution, the substituted Collateral shall be deemed to replace
the existing Collateral. In the event MLMCI elects not to accept such
substitution, MLMCI shall offer Assignor the right to terminate the Loan.

         (c)      In the event Assignor exercised its right to substitute or
terminate under sub-paragraph (b), Assignor shall be obligated to pay to MLMCI,
by the close of the Business Day of such substitution or termination, as the
case may be, an amount equal to (A) MLMCI's actual cost (including all fees,
expenses and commissions) of (i) entering into replacement transactions; (ii)
entering into or terminating hedge transactions; and/or (iii) terminating
transactions or substituting securities in like transactions with third parties
in connection with or as a result of such substitution or termination, and (B)
to the extent MLMCI determines not to enter into replacement transactions, the
loss incurred by MLMCI directly arising or resulting from such substitution or
termination. The foregoing amounts shall be solely determined and calculated by
MLMCI in good faith.

         SECTION 7. CONDITIONS TO THE LOANS

         (a)      Conditions to the Effective Date. The obligation of MLMCI to
enter into this Agreement is subject to the satisfaction by Assignor of the
following conditions on the Effective Date:

               (i)         Loan Documents. MLMCI shall have received the
following documents each in form and substance satisfactory to MLMCI and its
counsel:


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                  a.       this Agreement, executed and delivered on behalf of
                           Assignor by a duly authorized officer of Assignor,

                  b.       the Note, executed and delivered on behalf of
                           Assignor by a duly authorized officer of Assignor,
                           and

                  c.       the related Collateral and transfer documents, if
                           delivery of the Collateral and transfer documents is
                           required in order to perfect MLMCI's security
                           interest in such Collateral.

              (ii)         Proceedings of Assignor. MLMCI shall have received a
copy of the resolutions in form and substance satisfactory to MLMCI and its
counsel, of Assignor authorizing (i) the execution, delivery and performance of
the Loan Documents and the other documents to be executed and/or delivered by it
pursuant hereto or thereto or in connection herewith or therewith, (ii) the
borrowings contemplated hereunder and (iii) the granting by it of the security
interest contemplated hereby, certified by a duly authorized officer of Assignor
as of the Effective Date, which certificate shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded as of
the date of such certificate.

             (iii)         Corporate Documents of Assignor. MLMCI shall have
received true and complete copies of the Certificate of Incorporation and
By-Laws of Assignor (including any and all amendments, supplements and
modifications thereto) certified to such effect by a duly authorized officer of
Assignor as of the Effective Date.

              (iv)         No Violation. The consummation of the transactions
contemplated hereby and by the other Loan Documents shall not contravene,
violate or conflict with, nor involve MLMCI in a violation of, any requirement
of law.

               (v)         Permits, Licenses, Approvals, Consent, etc. MLMCI
shall have received a certificate of a duly authorized officer of Assignor
certifying that all permits, licenses, approvals and consents required in
connection with the execution, delivery and performance by Assignor and the
validity and enforceability against Assignor of this Agreement and the other
Loan Documents have been obtained and such permits, licenses, approvals and
consents are in full force and effect and have not been amended, modified,
revoked or rescinded.

              (vi)         Swap Agreement. The Swap Agreement shall have been
duly authorized, executed and delivered by the parties thereto.

             (vii)         Additional Matters. All other documents and legal
matters in connection with the transactions contemplated by this Agreement and
the other Loan Documents shall be reasonably satisfactory in form and substance
to MLMCI and its counsel.

         (b)      Conditions Precedent to all Loans and Substitutions. The
making of any Loan or the permitting of any substitution of Substitute
Collateral by MLMCI hereunder is, except as otherwise provided in this Section
7, subject to compliance by Assignor with the following conditions precedent and
the other terms and conditions hereof and, the giving of any notice by Assignor
with respect to a Loan pursuant to Section 4 and the acceptance of the Proceeds
of any 


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<PAGE>   11
Loan by Assignor and the substitution of any Substitute Collateral shall be
deemed certification by Assignor that the following conditions shall have been
met:

               (i)         Representations and Warranties. Each of the
representations and warranties made by Assignor herein and in the other Loan
Documents are true and correct on and as of the Closing Date, before and after
giving effect to the Loan (and the application of the Proceeds therefrom) or the
substitution, as though made on and as of such date.

              (ii)         No Default. Before and after giving effect to such
Loan (and the application of Proceeds therefrom) or such substitution, no
Default or Event of Default shall have occurred and is continuing on and as of
the Closing Date.

             (iii)         Financing Statements. The separate financing
statement, instrument or other document, if required by MLMCI to be recorded
and/or filed with respect to the subject Loan or substitution, shall have been
so recorded and/or filed.

              (iv)         Good Standing Certificates. On or prior to the
initial Closing Date hereunder and from time to time thereafter as MLMCI may
reasonably request (but not more frequently than quarterly), MLMCI shall have
received original certificates, in form and substance satisfactory to MLMCI and
its counsel, from the Secretary of State or other appropriate authority of such
jurisdiction, evidencing the good standing of Assignor in their respective
jurisdiction of incorporation and in each other jurisdiction where the ownership
of their respective property or the conduct of its business requires such
qualification.

               (v)         Legal Opinion of Counsel to Assignor. On or prior to
the initial Closing Date hereunder and on each date after the initial Closing
Date that a security interest in Collateral is granted to MLMCI and MLCS
hereunder Assignor shall cause to be delivered to MLMCI and MLCS an opinion of
counsel to Assignor with respect to the matters set forth in Exhibit C, in form
and substance acceptable to MLMCI and MLCS.

              (vi)         Recordings and Filings. All material instruments and
documents (including, without limitation, financing statements and continuation
statements) required to be filed hereunder in order to create in favor of MLMCI
a perfected security interest in the Collateral hereunder shall have been
properly filed in each office in each relevant jurisdiction and copies of such
instruments and documents, stamped to indicate such filing, shall have been
delivered to MLMCI.

             (vii)         On or prior to the Closing Date of any Loan, MLMCI
shall have received with respect to an Eligible Asset:

                  a.       if applicable, a fully executed copy of the
                           Certificate Issuance Agreements; and

                  b.       if applicable, any financing statements or
                           continuation statements naming MLMCI as secured party
                           which MLMCI reasonably requests be filed with respect
                           to the related Collateral.


                                       11
<PAGE>   12
         SECTION 8. REPRESENTATIONS AND WARRANTIES

         Assignor hereby represents and warrants to MLMCI, and shall on and as
of the Closing Date of each Loan be deemed to represent and warrant to MLMCI,
that:

         (a)      Due Incorporation. Assignor has been duly organized and is
validly existing as a corporation in good standing under the laws of the state
of its incorporation.

         (b)      Authorization. Assignor has full power and authority to
execute and deliver this Agreement and the Note and to perform its obligations
hereunder and thereunder; this Agreement and the Note have each been duly
authorized by all necessary action and neither requires any additional approval
of any directors or officers other than that which has already been obtained,
each has been duly executed and delivered by Assignor and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization or
similar laws of general applicability relating to or affecting creditors'
rights, to the assumption that enforcement will be undertaken in a commercially
reasonable manner and to general principles of equity and equitable remedies,
regardless of whether enforcement is considered in a proceeding in equity or at
law.

         (c)      No Conflict. Neither the execution and delivery nor the
performance by Assignor of this Agreement or the Note will conflict with the
governing instruments of Assignor or conflict with, result in a breach of or
constitute a default (which default could reasonably be expected to result in
any material adverse change in the financial condition, earnings or business
affairs of Assignor or could reasonably be expected to materially and adversely
affect the properties or assets thereof, including but not limited to the
Collateral) or require any consent under any material instrument or agreement to
which Assignor is a party or by which Assignor may be bound, or any law, order
or regulation applicable to Assignor of any court, Governmental Agency,
authority or body having jurisdiction over Assignor and do not and will not
result in or require the creation of any lien, security interest or other charge
or encumbrance (other than pursuant hereto) upon or with respect to any of
Assignor's properties.

         (d)      Approvals, etc. Neither the execution and delivery nor the
performance by Assignor of this Agreement requires any authorization, approval,
consent, license, exemption (other than any self-executing exemption), filing,
registration or the taking of any other action in respect of any federal or
state authority except where the failure to comply with such requirement would
not adversely affect the delivery, execution or performance by Assignor of this
Agreement or cause a material adverse change in the business, operations,
properties, prospects or condition (financial or otherwise) of Assignor.

         (e)      Good Title. Assignor is the owner of the Collateral and such
Collateral is free and clear of all security interests, liens, charges,
encumbrances and rights of others, except for the lien and security interest
created hereby, and on the related Closing Date, (1) MLMCI has a first priority
lien on and security interest in the Collateral (including all proceeds,
distributions and other amounts realized in respect thereof) in favor of MLMCI,
subject to no prior security interest, lien, charge, encumbrance or rights of
others, and, MLMCI having taken possession of the Collateral registered in the
name of MLMCI or its nominee or delivered with such instruments of transfer as
provided in Section 2(c) hereof, no further action, including any filing 


                                       12
<PAGE>   13
or recordation of any document, is currently required in order to establish and
perfect the liens on and security interests in the Collateral in favor of MLMCI
against any third parties in any jurisdiction and (2) MLCS has a second priority
lien on and security interest in the Collateral (including all proceeds
distributions and other amounts realized in respect thereof) in favor of MLCS,
subject only to the first priority interest described in clause (1) above.

         (f)      Tax Liens. There are no delinquent federal, state, city,
county or other taxes relating to Assignor, the Collateral or any arrangement
pursuant to which the Collateral is issued that might, in the reasonable
judgment of MLMCI, materially adversely affect any of the Collateral or the
business, operations, properties, prospects or condition (financial or
otherwise) of Assignor, and all such delinquent tax liabilities have been
satisfied except those that are being contested by Assignor in good faith and
with respect to which payment has been stayed by a court of competent
jurisdiction.

         (g)      Financial Statements. Since the date of the financial
statement reflecting information as of May 1998 heretofore delivered by Assignor
to MLMCI (which Assignor represents and warrants to be the most recent financial
statement), there has been no material adverse change in Assignor's financial
condition or results of operations. Assignor shall provide MLMCI with audited
fiscal year-end financial statements and additional publicly available interim
financial statements promptly upon each becoming available.

         SECTION 9. COVENANTS

         (a)      Taxes. Assignor will pay and discharge all taxes, levies,
liens and other charges on its assets and on the Collateral that, in each case,
in any manner would create any lien or charge upon the Collateral.

         (b)      Laws. Assignor will at all times comply in all material
respects with all laws, ordinances, rules and regulations of any federal, state,
municipal or other public authority having jurisdiction over Assignor or any of
its assets.

         (c)      Name and Locations. Assignor will immediately advise MLMCI in
writing of the opening of any new chief executive office or the closing of any
such office and of any change in Assignor's name or the places where the books
and records pertaining to the Collateral assigned to MLMCI by Assignor are kept.

         (d)      Records. Assignor will maintain records with respect to the
Collateral assigned to MLMCI by Assignor and with respect to the conduct and
operation of its business in conformity with general industry standards and with
no less a degree of prudence than if the Collateral were held by Assignor for
its own account and will furnish MLMCI, upon reasonable prior request by MLMCI
or its designated representative, with reasonable information with respect to
the Collateral assigned to MLMCI by Assignor and with respect to the conduct and
operation of its business. Assignor will permit MLMCI without any request from
MLMCI or its designated representative to inspect Assignor's records with
respect to the Collateral and the conduct and operation of its business upon
reasonable notice from MLMCI or its designated representative, at reasonable
times and with reasonable frequency, and to make copies or extracts of any and
all thereof. In addition, Assignor shall, promptly upon receipt and without any
request from 


                                       13
<PAGE>   14
MLMCI, furnish MLMCI with any reports, notices or other communications from the
issuer of, trustee for, or other party relating to, the Eligible Assets pledged
as Collateral hereunder that would ordinarily be sent to the registered holder
or owner of such Eligible Asset. MLMCI shall act in a commercially reasonable
manner in requesting and conducting any inspection relating to the conduct and
operation of Assignor's business.

         (e)      MLMCI's Duty of Care. Except as herein provided in this
Section 9(e), MLMCI's sole duty with respect to the Collateral shall be to use
reasonable care in the custody, use, operation and preservation of the
Collateral in its possession or control. MLMCI shall incur no liability to
Assignor for any act of government, act of God, or other destruction in whole or
in part or negligence or wrongful act of custodians or agents selected by and
supervised by MLMCI with reasonable care, or MLMCI's failure to provide adequate
protection or insurance for the Collateral. MLMCI shall have no obligation to
take any action to preserve any rights in any of the Collateral against prior
parties, and Assignor hereby agrees to take such action. Assignor shall defend
the Collateral against all such claims and demands of all persons, at all times,
as are adverse to MLMCI. MLMCI shall have no obligation to realize upon any
Collateral, except through proper application of any distributions with respect
to the Collateral made directly to MLMCI or its agent(s). So long as MLMCI shall
act in a commercially reasonable manner, Assignor hereby waives the defense of
impairment of the Collateral.

         (f)      Use of Proceeds. None of the proceeds of any Loan will be used
either directly or indirectly to acquire any margin security, as that term is
defined in Regulation U of the Board of Governors of the Federal Reserve System,
and Assignor will not take any action that might cause this Agreement or the
Note (and the Loan evidenced hereby and thereby) to violate any regulation of
the Federal Reserve Board.

         (g)      Further Information. Assignor shall provide MLMCI, from time
to time at Assignor's expense, with such information concerning Assignor of a
financial or operational nature as MLMCI may reasonably request promptly upon
receipt of such request. Without limiting the foregoing, Assignor shall furnish
to MLMCI,

         (i) as soon as available and in any event within sixty (60) days after
         the close of each of the first three (3) quarters of each fiscal year
         of Assignor, the applicable quarterly financial statement (or the
         applicable Form 10-Q as filed with the Securities and Exchange
         Commission, to the extent that Assignor is required to file such Form
         10-Q), including the statements of income and balance sheets as of the
         end of such quarter, subject to normal year-end audit adjustments, and
         as prepared in accordance with GAAP; and

         (ii) as soon as available and in any event within ninety (90) days
         after the close of each fiscal year of Assignor, the statement of
         income of Assignor, the balance sheets of Assignor as of the end of
         such fiscal year, the statement of cash flow of Assignor and a
         statement of changes in financial position of Assignor as at the end of
         and for the fiscal year just closed, setting forth the corresponding
         figures of the previous fiscal year, if applicable, in comparative
         form, all in reasonable detail and certified (without any qualification
         or exception deemed material by MLMCI) by independent certified
         accountants selected by Assignor and reasonably satisfactory to MLMCI
         and 


                                       14
<PAGE>   15
         concurrently with such financial statements, the report of such
         independent certified accountants.

         (h)      Maximum Debt to Equity Ratio. Assignor shall maintain during
the term of this Agreement a debt to equity ratio not to exceed 8 to 1, as of
any date of determination.

         (i)      Book Net Worth. Assignor shall not experience losses or
changes in its financial condition which cause its Book Net Worth, in any two
consecutive fiscal quarters, to be less than or equal to 80% of its Book Net
Worth as of the commencement of such period. Assignor shall maintain a minimum
Book Net Worth of $100,000,000, evidence of which shall be provided in form and
substance satisfactory to MLMCI.

         (j)      Covenant Compliance Certificate. Assignor shall deliver to
MLMCI the Covenant Compliance Certificate within ten (10) days following the end
of each calendar quarter.

         (k)      Additional Credit Facilities. Assignor shall promptly notify
MLMCI of the termination or cancellation of any loan credit facility of Assignor
for which there is a recourse obligation on the part of Assignor.

         (l)      Further Covenants. Without prior written consent of MLMCI and
MLCS, Assignor will not: (i) assign, sell, transfer, pledge or grant any
security interest in or lien on any of the Collateral to anyone except MLMCI or
MLCS, permit any financing statement (except any financing statements in favor
of MLMCI or MLCS) or assignment (except for any assignments in favor of MLMCI or
MLCS) to be on file in any public office with respect thereto, (ii) permit or
suffer to exist any security interest, lien, charge, encumbrance or right of
others to attach to any of the Collateral, except as contemplated by this
Agreement, or (iii) consent to any amendment or supplement to the documents
pursuant to which the Collateral was issued that would materially and adversely
affect the interests of MLMCI or MLCS or with respect to the Collateral without
the prior written consent of MLMCI or MLCS, respectively.

         (m)      Swap Agreement. Assignor shall maintain the Swap Agreement, or
enter into currency exchange arrangements satisfactory to MLMCI so long as
Assignor shall have pledged to MLMCI and MLCS hereunder that Pledged Syndicated
Bank Loan arising under the Junior Facility Agreement dated April 30, 1998, for
Blackstone Hotel Acquisitions Company arranged by Merrill Lynch International
with Bankers Trust Company as Junior Agent and Security Trustee and the Novation
Certificate executed by Assignor related thereto.

         SECTION 10. EVENTS OF DEFAULT

         Each of the following, so long as it shall not have been remedied,
shall constitute an "Event of Default" hereunder:

         (a)      Nonperformance. Any failure to pay, whether on the
acceleration thereof or otherwise, any amounts due under the Note or any failure
to pay any amount due under this Agreement or to perform any provision of this
Agreement in accordance herewith, or any material breach of any representation,
warranty or covenant set forth herein or in the Note.


                                       15
<PAGE>   16
         (b)      Termination of Interest. MLMCI shall for any reason not have a
valid, enforceable first priority security interest in any of the Collateral
purported to be covered hereby or MLCS shall for any reason not have a valid
enforceable second priority security interest in any of the Collateral purported
to be covered hereby.

         (c)      Events Set Forth in the Note. The occurrence of any event
described in the Note which causes the Note to become due and payable.

         (d)      Act of Insolvency. The filing by Assignor or a controlling
entity, of a petition in bankruptcy, the adjudication of Assignor or a
controlling entity as insolvent or bankrupt, the petition or application by
Assignor or a controlling entity for any receiver or trustee for itself or any
substantial part of its property, the commencement by Assignor or a controlling
entity of any proceeding relating to it under any reorganization, arrangement,
dissolution or liquidation law, or the initiation of any such proceeding against
Assignor or a controlling entity, if Assignor or a controlling entity indicates
by any act its consent thereto or if such proceeding is not dismissed or stayed
within thirty (30) days (an "Act of Insolvency").

         (e)      Material Adverse Change. In the reasonable judgment of MLMCI,
a material adverse change shall have occurred in the business, operations,
properties, prospects or condition (financial or otherwise) of Assignor.

         (f)      Default Under Other Contracts. Assignor shall be in default
with respect to any normal and customary covenants under any contract or
agreement to which it is a party and which obligates it to pay indebtedness of
at least $5,000,000 (which covenants include, but are not limited to, an Act of
Insolvency of Assignor or the failure of Assignor to make required payments
under such contract or agreement as they become due) which default permits
acceleration of the obligations of Assignor under such contract or agreement by
any other party thereto and which default, in the reasonable judgment of MLMCI,
might result in a material adverse change in the business, operations,
properties, prospects or condition (financial or otherwise) of Assignor.

         (g)      Merger or Consolidation. Assignor shall merge or consolidate
into any entity unless MLMCI shall have expressly consented to such merger or
consolidation in writing (which consent shall not be unreasonably withheld).

         (h)      Anticipated Insolvency. MLMCI shall determine in a
commercially reasonable manner that Assignor is or will be unable to meet its
commitments hereunder, notifies Assignor of such determination and Assignor
shall not have responded with appropriate information to the contrary to the
satisfaction of MLMCI within 24 hours.

         (i)      Final Judgement. A final non-appealable judgment by any
competent court in the United States for the payment of money in an amount of at
least $100,000 is rendered against Assignor, and the same remains undischarged
and unpaid for a period of 60 days during which execution of such judgment is
not effectively stayed.

         (j)      Breach of Representation or Warranty. Any representation or
warranty made by Assignor herein shall have been incorrect or untrue in any
material respect when made or repeated or when deemed to have been made or
repeated and such breach is continuing and 


                                       16
<PAGE>   17
MLMCI's or MLCS's interests hereunder or with respect to any Collateral
purported to be covered hereby are materially adversely affected thereby.

         (k)      Opinion. A firm of independent accountants shall have failed
to issue an opinion or shall have issued an opinion qualified adversely in any
material respect in connection with the most recent audited financial statements
of Assignor.

         (l)      Breach of Covenant. Assignor shall breach in any material
respect any covenant made by it herein or in the Note and such breach is
continuing and MLMCI's or MLCS's interests hereunder are materially adversely
affected thereby.

         (m)      Swap Agreement. An Early Termination Date (as defined under
the Swap Agreement) shall have occurred under the Swap Agreement.

         (n)      Default Under the Certificate Issuance Agreements. There shall
occur a default under any of the Certificate Issuance Agreements.

         SECTION 11. REMEDIES

         (a)      Action Regarding Collateral. If an Event of Default shall
occur, MLMCI, without demand of performance or other demand or notice of any
kind to Assignor or any other person, all of which are hereby expressly waived,
may forthwith apply the cash, if any, then held by it as part of the Collateral
relating to any Loan to the payment of any of the Obligations, and, if there
shall be no such cash or the cash so applied shall not be sufficient to pay in
full all such Obligations, may thereafter collect, receive, appropriate, retain
and realize upon the Collateral, or any part thereof, and may forthwith sell,
assign, give an option or options to purchase, contract to sell, or otherwise
dispose of and deliver the Collateral, or any part thereof, in one or more
parcels at such public or private sale or sales, at such place or places, at
such price or prices and upon such other terms and conditions as MLMCI may deem
best (provided, however, that MLMCI shall act in a commercially reasonable
manner), for cash or on credit or for future delivery without assumption of any
credit risk, with the right of MLMCI upon any such sale or sales to purchase all
or any part of the Collateral so sold. Upon any sale, transfer or other
disposition of the Collateral pursuant hereto MLMCI shall have the right to
deliver, assign and transfer to the transferee thereof the Collateral so sold.
Each transferee upon any such transfer or other disposition shall hold the
property thereby acquired by it absolutely free from any claim or right of any
kind, including any equity or rights of redemption, of Assignor, who hereby
specifically waives all rights of redemption, stay or appraisal which it has or
may have under any rule of law or statute whether now existing or hereafter
adopted (in the latter case, to the extent permitted thereby). Assignor agrees
that MLMCI need give only such notice of the time and place of any public or
private sale (including any adjourned private sale) or other intended
disposition as may be required by market conditions and standards of commercial
reasonableness and that MLMCI need not in any event give more than five days'
notice that such sale or disposition is to take place. Assignor agrees that the
notice provided for in the preceding sentence is reasonable notification of such
matters.

         MLMCI shall not be obligated to make any sale pursuant to any such
notice. MLMCI may, without notice or publication, adjourn any public or private
sale or cause the same to be 


                                       17
<PAGE>   18
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be so
adjourned. In case of any sale of all or any part of the Collateral on credit or
for future delivery, the Collateral so sold may be retained by MLMCI until the
selling price is paid by the purchaser thereof, but MLMCI shall not incur any
liability in case of the failure of such purchaser to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may again
be sold upon like notice. MLMCI, however, instead of exercising the power of
sale herein conferred upon it, may proceed by a suit or suits at law or in
equity to foreclose the lien and security interest created hereby and sell the
Collateral, or any portion thereof, under a judgment or decree of a court or
courts of competent jurisdiction.

         (b)      Deficiency. If the proceeds of sale, collection, foreclosure
or other realization of or upon the Collateral are insufficient to cover the
costs and expenses of such realization and the payment in full of the
Obligations, Assignor shall remain liable for any deficiency.

         (c)      Private Sale. Neither MLMCI nor MLCS shall incur any liability
as a result of the sale of the Collateral (provided, however, that MLMCI and
MLCS shall act in a commercially reasonable manner) or any part thereof, at any
private sale. Assignor hereby waives any claims against MLMCI, MLCS or any
holder or holders of the Note arising by reason of the fact that the price at
which the Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale or was less than the
aggregate amount of the Obligations, even if MLMCI and MLCS accept the first
offer received and do nor MLCS not offer the Collateral to more than one offeree
(provided, however, that MLMCI and MLCS shall act in a commercially reasonable
manner).

         (d)      Application of Proceeds. The proceeds of any sale or other
realization of all or any part of the Collateral, and any other cash at the time
held by MLMCI under this Agreement, shall be applied by MLMCI in the following
order of priority:

                  First, to the payment of the costs and expenses of such sale
                  and all expenses (including the fees and expenses of counsel),
                  liabilities and advances made or incurred by MLMCI in
                  connection therewith.

                  Second, to the payment of all accrued interest under the Note
                  due or past due.

                  Third, to the payment of principal upon the Note due or past
                  due.

                  Fourth, to the payment of all other amounts owing under this
                  Agreement.

                  Fifth, to the payment of any amounts owed by Assignor to
                  MLMCI, MLCS or any affiliate thereof under the Swap Agreement
                  or any repurchase agreement.

                  Sixth, to the payment of any amounts owed by Assignor to MLMCI
                  or any affiliate thereof under any other instrument or
                  agreement.

                  Seventh, to the payment to Assignor, or to such other person
                  as a court of competent jurisdiction may direct, of any
                  surplus then remaining from such proceeds and other cash.


                                       18
<PAGE>   19
As used in this Agreement, "proceeds" of the Collateral shall mean cash and
other property received or otherwise realized in respect of the Collateral.

         (e)      Default Rate of Interest. After demand is made with respect to
the Note or upon acceleration thereof, until the balance thereof shall be paid,
the Loan amounts due thereunder shall bear interest at a per annum rate (based
on a year of 360 days and actual days elapsed) equal to the greater of (i) two
hundred (200) basis points in excess of the interest rate for such Loan and (ii)
two hundred (200) basis points in excess of the prime rate for short term bank
commercial loans as published in The Wall Street Journal, changing as such
published rate changes, but in no event higher than the maximum rate permitted
by law.

         (f)      Attorney-in-Fact. Effective upon the occurrence of an Event of
Default hereunder, MLMCI is hereby appointed the attorney-in-fact of Assignor
for the purpose of carrying out the provisions of this Agreement and taking any
action and executing any instruments which MLMCI may deem necessary or advisable
to accomplish the purposes hereof, which appointment as attorney-in-fact is
irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, after an Event of Default has occurred, MLMCI shall have the right
and power to receive, endorse and collect all checks made payable to the order
of Assignor representing any distribution in respect of the Collateral or any
part thereof and to give full discharge for the same.

         (g)      Payments on Collateral to Assignor.

                  (i)      Following the occurrence and during the continuation
         of an Event of Default hereunder, all rights of Assignor to receive any
         payments from the related Collateral which it would otherwise be
         authorized to receive shall cease, and all such rights shall thereupon
         become vested in MLMCI, which shall thereupon have the sole right to
         receive and hold as Collateral such payments.

                  (ii)     Following the occurrence and during the continuation
         of an Event of Default hereunder, all payments which are received by
         Assignor contrary to the provisions of the preceding subsection (i)
         shall be received in trust for the benefit of MLMCI, shall be
         segregated from other funds of Assignor and shall be promptly paid to
         MLMCI.

         (h)      Cross-Collateralization; Right of Set-Off. MLMCI may, in its
sole discretion upon the occurrence and during the continuation of an Event of
Default hereunder, proceed against any assets held by it or any of its
affiliates under any other agreement with Assignor or any of Assignor's
subsidiaries (including, without limitation, the Swap Agreement) and shall have
a right of set-off against any amounts owed by MLMCI, MLCS or any of their
affiliates to Assignor under any other agreement with Assignor or any of
Assignor's subsidiaries. In addition, the parties agree that MLMCI may, in its
sole discretion upon the occurrence and during the continuation of an event of
default under any other agreement with Assignor or any of Assignor's
subsidiaries (including, without limitation, the Swap Agreement), proceed
against any assets held by it hereunder and shall have a right of set-off
against any amount owed by MLMCI to Assignor hereunder.


                                       19
<PAGE>   20
         (i)      Base Currency Calculations. All calculations of amounts due
and any set-off calculations under this Section 11 shall, if the sums involved
are not denominated in the Base Currency, be converted into the Base Currency on
the relevant date at the Spot Rate prevailing at the relevant time.

         SECTION 12. MATURITY DATE; INTEREST PAYMENT DATES; REPAYMENT OF
PRINCIPAL

         (a)      Assignor and MLMCI hereby agree that the Obligations of
Assignor hereunder and under the Note are payable on the Maturity Date unless
earlier payment thereof is required pursuant to the terms of this Agreement.

         (b)      Interest on each Loan shall be payable on the dates described
in the related Confirmation Statement.

         (c)      The principal portion of each Loan may be repaid in whole or
in part at the discretion of Assignor on any date on which a payment of interest
is to be made thereon by Assignor pursuant to the terms of this Agreement and
the related Confirmation Statement provided that (i) Assignor shall have
provided MLMCI with not less than two (2) Business Days' written notice of
Assignor's intention to effect such repayment and the amount thereof, (ii) all
payments of interest then due and owing on the Loan are paid in full and (iii)
no Event of Default has occurred and is continuing with respect to any of
Assignor's Obligations hereunder or under the Note. In the event that Assignor
prepays the principal portion of any Loan, in whole or in part, as set forth in
this Section 12(c), Assignor shall be obligated to pay to MLMCI, by the close of
business on the Business Day of such prepayment, an amount equal to MLMCI's
actual cost (including all fees, expenses and commissions) of (i) entering into
or terminating hedge transactions related to the Collateral securing the subject
Loan and (ii) terminating transactions or substituting securities in like
transactions with third parties in connection with or as a result of such
prepayment. The foregoing amounts shall be determined and calculated solely by
MLMCI acting in good faith.

         (d)      Nothing in this Section 12 shall be deemed to limit the right
of MLMCI to require, so long as an Event of Default shall have occurred and is
continuing, the payment by Assignor of all Obligations arising hereunder and
under the Note.

         (e)      Netting of Payments. Any payments to be made by or to MLMCI
pursuant to this Agreement shall be netted against and paid in conjunction with
any payments to be made by or to MLCS under the Swap Agreement.

         SECTION 13. GENERAL PROVISIONS

         (a)      No Waiver. No waiver or amendment of or forbearance in
enforcing any provision of this Agreement nor consent to any departure by either
party herefrom shall be effective unless expressly granted in writing and shall
be limited to the extent expressed therein.

         (b)      Governing Law; Severability. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to agreements made and entirely performed therein without regard to the conflict
of laws principles thereof. Unless 


                                       20
<PAGE>   21
otherwise defined herein, terms defined in the Uniform Commercial Code in the
State of New York are used herein as defined therein. Each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
be invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

         (c)      Construction. The captions in this Agreement are for
convenience of reference only and shall not affect the construction or
interpretation of any of the provisions hereof.

         (d)      Assignment. This Agreement shall be binding upon and shall
inure to the benefit of each of the parties hereto and their respective
successors and assigns; provided, however, that neither this Agreement nor any
rights or other obligations hereunder or under the Note may be assigned by
Assignor without the prior written consent of MLMCI and any attempted or
purported assignment hereof or thereof shall be void. MLMCI may assign, pledge,
sell or hypothecate any or all of its rights hereunder without consent.

         (e)      Change in Applicable Law.

                  (i)      In the event that any applicable law with respect to
         any item of Collateral or any change of applicable law with respect to
         any item of Collateral results in any material restriction or
         limitation on the corporate power or authority of MLMCI to enter into a
         proposed Loan or to continue to maintain an existing Loan with respect
         to such Collateral, (A) the parties hereto shall in good faith
         negotiate such additional or revised terms to this Agreement as will
         result in a permissible transaction that corresponds to the economic
         equivalent of the arrangement originally contemplated by the parties
         hereunder or (B) if such applicable law or change of applicable law, as
         the case may be, does not permit such renegotiation, the commitment of
         MLMCI to enter into or to continue to maintain the Loan with respect to
         such Collateral shall be cancelled or modified (depending upon the
         stated effect of the applicable law or change of applicable law, as
         appropriate), with such cancellation and/or modification to be
         operative upon the earlier of (x) the date required by such applicable
         law or change of applicable law, as appropriate, or (y) the date on
         which Assignor has secured alternative financing for the affected
         Collateral.

                  (ii)     In the event that any applicable law with respect to
         any item of Collateral or any change of applicable law with respect to
         any item of Collateral results in any adverse economic effect on MLMCI
         that is material with respect to the particular Loan, the parties
         hereto shall in good faith negotiate such additional or revised terms
         related to pricing that will result in a Loan that corresponds to the
         economic equivalent of the arrangement originally contemplated by MLMCI
         and Assignor.

         (f)      Notices, Payments, Deliveries. Unless otherwise provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, facsimile or telex communication), and such
notices and other communications shall, when mailed, telegraphed, communicated
by facsimile transmission or telexed, be effective when 


                                       21
<PAGE>   22
received at the address for notices for the party to whom such notice or
communications is to be given as follows:

                  If to MLMCI:

                         Merrill Lynch Mortgage Capital Inc.
                         Merrill Lynch World Headquarters
                         World Financial Center
                         North Tower - 22nd Floor
                         New York, New York 10281

                         Attention: James B. Cason
                         Telephone: (212) 449-1219
                         Telecopy: (212) 449-3673

                  with a copy to:

                         Merrill Lynch Mortgage Capital Inc.
                         Merrill Lynch World Headquarters
                         World Financial Center
                         North Tower - 22nd Floor
                         New York, New York 10281

                         Attention: Michael A. Blum
                         Telephone: (212) 449-8486
                         Telecopy: (212) 449-6673

                  If to Assignor:

                         Chastain Capital Corporation
                         3424 Peachtree Road, N.E. Suite 800
                         Atlanta, Georgia 30326

                         Attention: Steve Grubenhoff
                         Telephone: (404) 848-8871
                         Telecopy: (404) 848-8929


provided, however, that a facsimile transmission shall be deemed to be received
when transmitted so long as the transmitting machine has provided an electronic
confirmation of such transmission, and provided further, however, that all
financial statements delivered shall be hand-delivered or sent by first-class
mail to MLMCI at such address. All payments on and deliveries of Collateral
hereunder shall be made to the address or account for payments and deliveries of
such Collateral for the party to whom such payment or delivery is to be made as
set forth above. Either party may revise any information relating to it by
notice in writing to the other party, which notice shall be effective on the
third Business Day following receipt thereof.


                                       22
<PAGE>   23
         (g)      Termination. When all Obligations shall have been paid in full
and upon the written request of Assignor, this Agreement shall terminate and
MLMCI and MLCS shall release their liens and security interests hereunder and
assign, transfer and deliver, against receipt, any remaining Collateral and
money received in respect thereof to or on the order of Assignor. Upon the
request of Assignor, MLMCI and MLCS will then execute termination statements and
such other documents as Assignor may reasonably request as are necessary to make
clear upon the public record the termination of the lien and security interests
created hereby with respect to such assignment. The obligations of Assignor
under Section 13(i) below shall, with respect to each transaction entered into
hereunder, survive any termination hereof.

         (h)      Aggregate Amount of Loans; Disbursement of Funds.

                  (i)      The aggregate outstanding principal amount of the
         Loans shall be limited, as of any date of determination, to
         $35,000,000.

                  (ii)     Assignor may request disbursement of amounts borrowed
         hereunder upon not less than two (2) Business Days' written notice to
         MLMCI.

                  (iii)    MLMCI is not obligated to make any Loan or advance
         under this Agreement or pursuant to the Note.

         (i)      Expenses.

                  (i)      Assignor shall pay its own costs and expenses and all
         reasonable costs and expenses of MLMCI (including reasonable expenses
         for legal services) incident to the preparation and negotiation of this
         Agreement and any documents relating hereto; provided, however, that
         Assignor shall not be responsible for paying MLMCI's legal expenses in
         excess of $15,000.

                  (ii)     Assignor agrees to pay to MLMCI on demand all
         reasonable costs and expenses (including reasonable expenses for legal
         services) of any subsequent enforcement of any of the provisions
         hereof, or of the performance by MLMCI of any Obligations of Assignor
         in respect of the Collateral which Assignor has failed or refused to
         perform, or any actual or attempted sale, or any exchange, enforcement,
         collection, compromise or settlement in respect of any of the
         Collateral and for the custody, care or preservation of the Collateral
         (including insurance costs) and defending or asserting rights and
         claims of MLMCI in respect thereof, by litigation or otherwise,
         including expenses of insurance.

                  (iii)    Assignor agrees to pay to MLMCI on demand all
         reasonable costs and expenses (including reasonable expenses for legal
         services) incurred by MLMCI in connection with any due diligence review
         of the Collateral.

                  (iv)     Assignor agrees to pay to MLMCI on demand all costs
         and expenses (including reasonable expenses for legal services) of the
         registration of the Collateral in the name of MLMCI or its nominee.


                                       23
<PAGE>   24
                  (v)      All such expenses shall be Obligations to MLMCI
         secured under this Agreement.

         (j)      MLMCI's Right to Pledge. Nothing in this Agreement shall
preclude MLMCI from engaging in transactions with third parties involving the
selling pursuant to a repurchase arrangement, pledging or hypothecating of the
Collateral, but no such transaction shall relieve MLMCI of its obligations
hereunder.

         (k)      Indemnification. Assignor agrees to indemnify and hold
harmless MLMCI against all liabilities and expenses to which MLMCI may become
subject relating to any fees, taxes or liability to any third party resulting
from any action taken or omitted by or upon instructions of Assignor with
respect to the Collateral.

         (l)      Appointment of Agent. The parties acknowledge that MLCS has
appointed MLMCI as its agent for purposes of exercising MLCS's rights under the
Swap Agreement. The parties further acknowledge that the appointment by MLCS of
MLMCI as its agent as aforesaid is irrevocable and coupled with an interest.

         (m)      Confidentiality.

               (i)         Each of the parties hereto acknowledges that this
Agreement is confidential in nature and each such party agrees that, unless
otherwise directed by a court or regulatory entity of competent jurisdiction or
as may be required by federal or state law (which determination as to federal or
state law shall be based upon written advice of counsel), it shall limit the
distribution of such document to only its officers, employees, attorneys,
accountants and agents as required in order to conduct its business with the
other party hereto. This subparagraph shall not apply to information which has
otherwise lawfully entered the public domain or which the other party has given
written permission to disclose.

              (ii)         In connection with the Transactions contemplated
under this Agreement, the Assignor will be providing MLMCI and MLCS with certain
information with respect to its financial condition, assets and operations that
is non-public, confidential or proprietary in nature, including, without
limitation, the information contained in any reports provided to MLMCI and MLCS
pursuant to Section 9(g) hereof (the "Information"). Neither MLMCI nor MLCS
agree that it will not (a) disclose the Information to any other person or use
any portion thereof except in connection with the Transactions or (b) disclose
to any person the fact that the Information has been made available.
Notwithstanding the foregoing, MLMCI and MLCS may disclose the Information: (a)
to its directors, officers and employees who need to know the Information for
purposes of evaluating the Transactions, who are informed of the confidential
nature of the Information and who agree to be bound by the terms of this
Agreement; (b) as may be required by applicable law or at the request of any
regulatory or supervisory authority having jurisdiction over MLMCI and MLCS; or
(c) with our prior consent.

         (n)      Further Assurances. Assignor agrees that, from time to time
upon the prior written request of MLMCI, it will (i) execute and deliver such
further documents and do such other acts and things as MLMCI may reasonably
request in order to fully effectuate the purposes 


                                       24
<PAGE>   25
of this Agreement and (ii) provide such opinions of counsel concerning matters
relating to this Agreement as MLMCI may reasonably request.

         (o)      Remedies Cumulative. All rights, remedies and powers of MLMCI
and MLCS hereunder and in connection herewith are irrevocable and cumulative,
and not alternative or exclusive, and shall be in addition to all other rights,
remedies and powers of MLMCI and MLCS whether under law, equity or agreement. In
addition to the rights and remedies granted to it in this Agreement or under the
Note, MLMCI and MLCS shall have all the rights and remedies of a secured party
under the Uniform Commercial Code.

         (p)      Litigation. Notwithstanding any termination hereof, Assignor
hereby agrees that any legal action or proceeding against it in connection
herewith may be brought in the courts of the State of New York or of the United
States of America located in the City and State of New York, Borough of
Manhattan, as MLMCI may elect, and Assignor hereby irrevocably submits to the
jurisdiction of each of said courts, and waives any objection on the grounds of
venue, forum non conveniens or similar ground.

         (q)      Entire Agreement. This Agreement, including the Exhibits
hereto, contains the entire agreement of the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements between them, whether
oral or written, of any nature whatsoever with respect to the subject matter
hereof.








                                       25
<PAGE>   26
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                           CHASTAIN CAPITAL CORPORATION

                           By: /s/ Rufus Chambers, Jr.
                              --------------------------------------------------
                           Name: Rufus Chambers, Jr.
                                ------------------------------------------------
                           Title: President
                                 -----------------------------------------------


                           MERRILL LYNCH MORTGAGE CAPITAL INC.

                           By: /s/ James B. Cason
                              --------------------------------------------------
                           Name: James B. Cason
                                ------------------------------------------------
                           Title: Vice President
                                 -----------------------------------------------


                           MERRILL LYNCH CAPITAL SERVICES, INC.

                           By: /s/ John Mulholland
                              --------------------------------------------------
                           Name: John Mulholland
                                ------------------------------------------------
                           Title: Vice President
                                 -----------------------------------------------
<PAGE>   27
                                    EXHIBIT A


THIS NOTE IS NOT A
NEGOTIABLE INSTRUMENT.

NO TRANSFER OR SALE OF THIS NOTE SHALL BE 
MADE UNLESS SUCH TRANSFER IS EXEMPT FROM 
THE REGISTRATION REQUIREMENTS OF THE 
SECURITIES ACT OF 1933, AS AMENDED, AND ANY 
APPLICABLE STATE SECURITIES LAWS OR IS 
MADE IN ACCORDANCE WITH SAID ACT AND 
LAWS.



                                      NOTE


$35,000,000                New York, New York                  August 21, 1998

         FOR VALUE RECEIVED, CHASTAIN CAPITAL CORPORATION (the "Assignor")
promises to pay to MERRILL LYNCH MORTGAGE CAPITAL INC. (the "Payee") the
principal sum of [_] Dollars ($[_]) (or so much thereof as shall have been
advanced here against and shall be outstanding), in lawful money of the United
States of America, in immediately available funds, with interest on each
principal sum advanced here against or the unpaid balance thereof with such
frequency and to such location as is specified in the related confirmation
statement (in each case, the "Confirmation Statement") for such advance (or on
such other day and with such other frequency and to such other location as may
be mutually agreed upon by Assignor and the Payee) at said office and in said
money and funds from the date of the related advance until August 20, 1999 (the
"Maturity Date") at the rate per annum (based on a year of 360 days and actual
days elapsed) indicated on the related Confirmation Statement attached hereto,
but in no event higher than the maximum rate permitted by law, and after such
Maturity Date, or upon acceleration as hereinafter provided, until said balances
shall be paid, at the rate per annum (based on a year of 360 days and actual
days elapsed) equal to the greater of (i) two hundred (200) basis points in
excess of the interest rate for such advance and (ii) two hundred (200) basis
points in excess of the prime rate for short term bank commercial loans as
published in The Wall Street Journal, changing as such published rate changes,
but in no event higher than the maximum rate permitted by law.

         Advances here against shall be in minimum amounts of $1,000,000 and
integral multiples of $100,000 in excess thereof. Assignor may request
disbursement of amounts borrowed hereunder upon not less than two (2) Business
Days' written notice to the Payee. The Payee is not obligated to make any
advances hereunder. The Payee is hereby authorized by Assignor to endorse on the
Loan Schedule amounts advanced here against, the rate of interest relating
thereto and any principal prepayments hereunder (as permitted by the Assignment
defined below), it being understood, however, that failure to make any such
endorsement shall not affect the obligations of Assignor hereunder in respect of
the amounts advanced here against.


                                      A-1
<PAGE>   28
         This Note is the Note referred to in the Master Assignment Agreement
(as amended, supplemented or otherwise modified from time to time, the "Master
Assignment Agreement"), dated as of August ____, 1998, between Assignor, Merrill
Lynch Capital Services, Inc. and the Payee, granting to the Payee a first
priority perfected security interest in the Collateral, as described therein.
The holder is entitled to the benefits of the Master Assignment Agreement and
may enforce the agreements of Assignor contained therein and exercise the
remedies provided for thereby or otherwise available in respect thereof. All
capitalized terms used in this Note and not otherwise defined shall have the
respective meanings set forth in the Master Assignment Agreement except where
the context clearly indicates otherwise.

         This Note and all other present and future obligations of any and all
kinds of Assignor in favor of the holder hereof, whether created directly or
acquired by assignment, whether absolute or contingent, shall, unless the holder
shall otherwise elect, forthwith be due and payable without notice or demand of
any kind (except as expressly provided in the Master Assignment Agreement), all
of which are expressly waived upon the occurrence of an Event of Default.

         Assignor hereby agrees that any legal action or proceeding against it
for enforcement of this Note or of any judgment with respect to this Note may be
brought in the courts of the State of New York or of the United States of
America located in the City and State of New York, Borough of Manhattan, as the
holder may elect, and Assignor hereby irrevocably submits to the jurisdiction of
each of said courts, and waives any objection on the grounds of venue, forum non
conveniens or similar ground. Assignor irrevocably consents that service of
process in any such action or proceeding may be made upon Assignor by the
mailing thereof by the holder by United States registered or certified mail,
postage prepaid, to Assignor at the address set forth herein below the signature
of Assignor, and Assignor hereby further agrees that service of process in such
manner shall be full and sufficient notice of any such action or proceeding.

         Assignor waives diligence, presentment of any instrument, protest and
notice of non-payment or protest and any and all other notices and demands
whatsoever in connection with the delivery, acceptance, performance, default or
enforcement of this Note. Assignor will pay on demand all costs of collection
(including reasonable attorneys' fees) paid or incurred by the holder in
enforcing this Note on default. As used herein, the word "holder" shall mean the
Payee or any endorsee of this Note who is in possession hereof, if this Note is
at the time payable to the bearer.




                                      A-2
<PAGE>   29
         This Note shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and entirely
performed therein, without regard to the conflict of laws principles thereof.

                                    CHASTAIN CAPITAL CORPORATION

                                    By:
                                       -----------------------------------------

                                    Name:
                                         ---------------------------------------

                                    Title:
                                          --------------------------------------

                                    Address: 3424 Peachtree Road, N.E. Suite 800
                                             Atlanta, Georgia 30326
                                             Attention: Steve Grubenhoff








                                      A-3
<PAGE>   30
                                  LOAN SCHEDULE


This Note evidences Loans made by the Payee to Assignor and the repayment of
principal by Assignor to the Payee, in the principal amounts and on the dates
and with the related interest rates set forth below as well as the total amount
advanced here against as of each such date:



<TABLE>
<CAPTION>
  DATE           PRINCIPAL       INTEREST       PRINCIPAL           TOTAL
               AMOUNT LOANED       RATE       AMOUNT REPAID      OUTSTANDING
<S>          <C>                <C>          <C>                <C>

--------     ----------------   ----------   ---------------    -------------

--------     ----------------   ----------   ---------------    -------------

--------     ----------------   ----------   ---------------    -------------

--------     ----------------   ----------   ---------------    -------------

--------     ----------------   ----------   ---------------    -------------

--------     ----------------   ----------   ---------------    -------------
</TABLE>






                                      A-4
<PAGE>   31
                                    EXHIBIT B


                             CONFIRMATION STATEMENT
                       MERRILL LYNCH MORTGAGE CAPITAL INC.


Date:             __________________________

Borrower:         Chastain Capital Corporation
Address:          3424 Peachtree Road, N.E. Suite 800
                  Atlanta, Georgia 30326

Attention: Steve Grubenhoff
Telephone: (404) 848-8871
Fax Number: (404) 848-8929

                Re: LOAN PURSUANT TO MASTER ASSIGNMENT AGREEMENT

Gentlemen:

Merrill Lynch Mortgage Capital Inc. ("MLMCI") is pleased to confirm our Loan to
you (the "Assignor") pursuant to the Master Assignment Agreement (the "Master
Assignment Agreement"), dated as of August 21, 1998, between you, MLMCI and
Merrill Lynch Capital Services, Inc. under the following terms and conditions:

<TABLE>
<S>      <C>                                    <C>
1.       Eligible Asset Description: ________________________

         A.  Security Issue Date or
                  Date of Origination of the
                  Obligation Represented
                  by the Eligible Asset: ______________________
         B.  Percentage Ownership:  _____________________%

         C.  Face Amount:  $_____________________

         D.  Current Market Value:  $_____________________

         E.  Margin Requirement:    _____________________%

2.       Loan:                       _____ New Funds                                  _____ Roll

         A.   Amount:                          $______________
         B.   Closing Date:                     _______________
         C.   Interest Payment Date:            The last Business Day of each month.
         D.   Interest Rate:                    __________ (____) basis points over the prevailing London
                                                Interbank Offered Rate for one-month United States Dollar
                                                deposits as set forth on page 8695 of Knight-Ridder as of 8:00 a.m.
                                                New York City time two Business Days prior to the Closing Date
                                                as set forth herein.
</TABLE>


                                      B-1
<PAGE>   32
<TABLE>
<CAPTION>
MLMCI's Wiring Instructions                  Assignor's Wiring Instructions
---------------------------------------------------------------------------
<S>                                          <C>
Bankers Trust New York                       [NAME OF BANK]
For the Account of Merrill Lynch             For the Account of
   Mortgage Capital Inc.                     Chastain Capital Corporation
Account Number: 00812914                     Account Number:  _______________
ABA Number: 021-001-033                      ABA Number:  __________________
</TABLE>

         The Note, dated August 21, 1998, which evidences advances under the
Master Assignment Agreement will be annotated on the schedule attached thereto
to reflect the date, amount and interest rate relating to this advance.

         The Master Assignment Agreement is incorporated by reference into this
Confirmation Statement and made a part hereof as if it were fully set forth
herein. All capitalized terms used herein but not otherwise defined shall have
the meanings specified in the Master Assignment Agreement.

                           Very truly yours,

                           MERRILL LYNCH MORTGAGE CAPITAL INC.

                           By: 
                               --------------------------------

                           Name: 
                                 ------------------------------

                           Title: 
                                  -----------------------------

AGREED AND ACKNOWLEDGED:

CHASTAIN CAPITAL CORPORATION

By:  
     ---------------------------

Name:  
       -------------------------

Title:  
        ------------------------






                                      B-2
<PAGE>   33
                                    EXHIBIT C

                         OPINION OF COUNSEL TO ASSIGNOR

1.       Assignor is a duly organized and validly existing corporation in good
         standing under the laws of the jurisdiction of its organization and has
         power and authority to enter into and perform its obligations under (i)
         the Master Assignment Agreement (the "Agreement") between Merrill Lynch
         Mortgage Capital Inc. ("MLMCI"), Merrill Lynch Capital Services, Inc.
         and Chastain Capital Corporation ("Assignor") and (ii) the Note
         relating thereto. Assignor is duly qualified to do business and is in
         good standing in each jurisdiction in which the character of the
         business transacted by it requires such qualification and in which the
         failure so to qualify would have a material adverse effect on the
         business, properties, assets or condition (financial or other) of
         Assignor and its subsidiaries, considered as a whole.

2.       The Agreement and the Note have each been duly authorized, executed and
         delivered by Assignor.

3.       The consummation of any of the transactions contemplated by the
         Agreement will not conflict with, result in a breach of, or constitute
         a default under the organizational documents of Assignor or the terms
         of any indenture or other agreement or instrument known to us to which
         Assignor is party or bound, or any order known to such counsel to be
         applicable to Assignor or any regulations applicable to Assignor, of
         any state or federal court, regulatory body, administrative agency,
         governmental body or arbitrator having jurisdiction over Assignor.

4.       There is no pending or threatened action, suit or proceeding before any
         court or governmental agency, authority or body or any arbitrator
         involving Assignor or relating to the transaction contemplated by the
         Agreement which, if adversely determined, would have a material adverse
         effect on MLMCI.

5.       The Collateral will have been endorsed in a manner which satisfies any
         requirement of endorsement in order to transfer all right, title and
         interest in and to the Collateral from Assignor to MLMCI and MLCS.
         Assuming that the applicable law in the jurisdiction in which the
         Collateral is held is the same as that which exists in any jurisdiction
         in which such counsel is admitted to practice, the Agreement together
         with (a) the delivery of the Collateral by Assignor to MLMCI and (b)
         the endorsement of such Collateral to MLMCI or in blank, creates a
         valid, perfected security interest in favor of MLMCI; such security
         interest will have the same priority and will be subject to the same
         security interests and liens as apply to such Collateral in the hands
         of Assignor.




                                      C-1
<PAGE>   34
                                    EXHIBIT D

                      Form of Monthly Financial Statements
                          [To Be Provided By Assignor]












                                      D-1
<PAGE>   35
                                    EXHIBIT E

                            [Letterhead of Assignor]



                                        [Date]



         To:      [Obligor]









         To:      [Agent]



                       Re: [Pledged Syndicated Bank Loan]

Dear Sirs:

We refer to the [Agreement]. Terms defined in the Agreement have the same
meaning in this notice.

We hereby give you notice that by a Master Assignment Agreement dated as of [ ]
we have assigned in favor of Merrill Lynch Mortgage Capital, Inc. ("MLMCI") all
our right, title and interest in and to the Agreement and the other Finance
Documents in respect of a Commitment of (pound)[         ] and Advances in a
principal amount of (pound)[         ] and Advances in a principal amount of
(pound)[      ] together with all interest, fees and other moneys and property
related to such Commitment and Advances (together the "Assigned Rights").

Please note the following:

(a)      We continue to be solely responsible for the performance of our
         obligations under the Junior Facility Agreement and the other Finance
         Documents.

(b)      We irrevocably authorize and instruct you and the Agent to pay all
         amounts which are now or in future payable to us in respect of the
         Assigned Rights to MLMCI at the following account (or such other
         accounts as MLMCI may notify to you for this purpose): [details of
         MLMCI account].

(c)      We have agreed that MLMCI may exercise all our rights under the
         Assigned Rights and to receive any payments due under or in respect of
         the Assigned Rights.


                                      E-1
<PAGE>   36

(d)      The authority and instructions contained in this letter cannot be
         revoked or varied by us without the prior written consent of MLMCI.

Please confirm to [name] at MLMCI, [address] that you have received this notice
and will act in accordance with its terms in the attached form.

Yours faithfully,





------------------------------------
For and on behalf of
[Assignor]










                                      E-2
<PAGE>   37
                             [Form of Confirmation]



To:      Merrill Lynch Mortgage Capital, Inc.
         [Address]

         Attention: [Name of contact]



Dear Sirs:

[Facility Agreement]

We refer to the notice of assignment dated [         ] from [Assignor] a copy of
which is attached.

We confirm that we will act in accordance with the terms of that notice.

Yours faithfully,



------------------------
For and on behalf of
[Name of company]








                                      E-3