<PAGE>   1
                                                                   EXHIBIT 10(g)

                        SECURITY AND ASSIGNMENT AGREEMENT

                                   dated as of

                                  April 7, 2000

                                     between

                         [                           ]

                                      and

                       CHASE PREFERRED CAPITAL CORPORATION




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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page

<S>                                                                                       <C>
SECTION 1.  Definitions......................................................................1

SECTION 2.  Representations and Warranties...................................................3

SECTION 3.  Collateral Assignment............................................................3

SECTION 4.  Cash Proceeds of Collateral......................................................4

        4.01.  Collateral Account............................................................4
        4.02.  Proceeds of Accounts..........................................................5
        4.03.  Investment of Balance in Collateral Account...................................5

SECTION 5.  Further Assurances; Remedies.....................................................6

        5.01.  Delivery and Other Perfection.................................................6
        5.02.  Other Financing Statements and Liens..........................................7
        5.03.  Preservation of Rights........................................................7
        5.04.  Triggering Event..............................................................7
        5.05.  Events of Default, Etc........................................................7
        5.06.  Removals, Etc.................................................................9
        5.07.  Private Sale..................................................................9
        5.08.  Application of Proceeds.......................................................9
        5.09.  Attorney-in-Fact.............................................................10
        5.10.  Perfection...................................................................10
        5.11.  Termination..................................................................10
        5.12.  Further Assurances...........................................................10
        5.13.  Release......................................................................10

SECTION 6.  Miscellaneous...................................................................11

        6.01.  Notices......................................................................11
        6.02.  No Waiver....................................................................11
        6.03.  Amendments, Etc..............................................................11
        6.04.  Expenses.....................................................................11
        6.05.  Successors and Assigns.......................................................11
        6.06.  Counterparts.................................................................11
        6.07.  Governing Law................................................................12
        6.08.  WAIVER OF JURY TRIAL.........................................................12
        6.09.  Captions.....................................................................12
        6.10.  Agents and Attorneys-in-Fact.................................................12
        6.11.  Severability.................................................................12
</TABLE>

ANNEX 1 -    Schedule of HELOCs
ANNEX 2 -    List of Locations

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                        SECURITY AND ASSIGNMENT AGREEMENT

               SECURITY AND ASSIGNMENT AGREEMENT dated as of April 7, 2000,
between [                        ], a banking corporation (the "Borrower"), and
CHASE PREFERRED CAPITAL CORPORATION (the "Lender").

               The Borrower and the Lender are parties to a Hypothecation Loan
Agreement dated as of April 7, 2000 (as modified and supplemented and in effect
from time to time, the "Loan Agreement"), providing, subject to the terms and
conditions thereof, for a loan to be made by the Lender to the Borrower in a
principal amount on the date hereof not exceeding $             .

               To induce the Lender to enter into the Loan Agreement and to
extend credit thereunder, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower has
agreed to pledge and grant a security interest in the Collateral (as hereinafter
defined) as security for the Secured Obligations (as so defined). Accordingly,
the parties hereto agree as follows:


               SECTION 1. Definitions. Terms defined in the Loan Agreement are
used herein as defined therein, and Section 1.02 and Section 1.03 of the Loan
Agreement are incorporated herein by reference as fully and to the same extent
as if set forth herein. In addition, as used herein:

               "Accounts" has the meaning assigned to such term in Section 3(a).

               "Collateral" has the meaning assigned to such term in Section 3.

               "Collateral Account" has the meaning assigned to such term in
Section 4.01.

               "Instruments" has the meaning assigned to such term in Section
3(b).

               "Moody's" means Moody's Investors Service, Inc.

               "Permitted Investments" means:

               (a) direct obligations of, or obligations the principal of and
        interest on which are unconditionally guaranteed by, the United States
        of America (or by any agency thereof to the extent such obligations are
        backed by the full faith and credit of the United States of America), in
        each case maturing within one year from the date of acquisition thereof;


                       Security and Assignment Agreement

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                                     - 2 -

               (b) investments in commercial paper maturing within 270 days from
        the date of acquisition thereof and having, at such date of acquisition,
        the highest credit rating obtainable from Standard & Poor's or from
        Moody's;

               (c) investments in certificates of deposit, banker's acceptances
        and time deposits maturing within 180 days from the date of acquisition
        thereof issued or guaranteed by or placed with, and money market deposit
        accounts issued or offered by, any domestic office of any commercial
        bank organized under the laws of the United States of America or any
        State thereof which has a combined capital and surplus and undivided
        profits of not less than $250,000,000;

               (d) fully collateralized repurchase agreements with a term of not
        more than 30 days for securities described in clause (a) of this
        definition and entered into with a financial institution satisfying the
        criteria described in clause (c) of this definition; and

               (e) investments in money-market funds rated AAAm or better by
        Standard & Poor's or MR1 or better by Moody's, having aggregate assets
        of at least $1,000,000,000 and having a portfolio consisting primarily
        of securities of the type and maturity described in clauses (a), (b) and
        (c).

               "Secured Obligations" means, collectively, (a) the principal and
        interest on the Loan made by the Lender to the Borrower and all other
        amounts from time to time owing to the Lender by the Borrower under the
        Loan Documents, and (b) all obligations of the Borrower to the Lender
        hereunder.

               "Standard & Poor's" means Standard & Poor's Ratings Services, a
        division of The McGraw-Hill Companies, Inc.

               "Standstill Period" means:

               (a) in the case of the Borrowing Base, any period during which
        the Principal Exposure exceeds the Borrowing Base and a mandatory
        prepayment in respect of such excess is not required pursuant to Section
        2.06(b) of the Loan Agreement; and

               (b) in the case of the Real Estate Value Test, any period during
        which such Test is not satisfied and a mandatory prepayment in respect
        thereof is not required pursuant to Section 2.06(b) of the Loan
        Agreement.


                       Security and Assignment Agreement

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                                     - 3 -

               "Triggering Event" means:

               (a) the assignment by Standard & Poor's and Moody's of a rating
        to the long-term senior unsecured debt of the Borrower at or below
        (by Standard & Poor's) and at or below    (by Moody's); or

               (b) the failure of a Person obligated in respect of any HELOC (1)
        to pay when due interest, principal or other amounts relating to such
        HELOC or (2) to comply with any other material obligation or covenant
        relating such HELOC.

               "Uniform Commercial Code" means the Uniform Commercial Code as in
        effect from time to time in the State of New York.


               SECTION 2. Representations and Warranties. The Borrower
represents and warrants to the Lender that:

               (a) Ownership and Liens. The Borrower is the sole beneficial
owner of the Collateral and no Lien exists or will exist upon such Collateral at
any time except for the pledge and security interest in favor of the Lender
created or provided for herein.

               (b) No other HELOCs. The HELOCs listed on Annex 1 hereto
represent all of the HELOCs made by the Borrower as of the date hereof and Annex
1 correctly identifies the outstanding principal amount of each HELOC, the date
such HELOC was executed and delivered and the Person obligated to the Borrower
in respect of such HELOC.


               SECTION 3. Collateral Assignment. As collateral security for the
prompt payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the Secured Obligations, the Borrower hereby assigns, pledges and
grants to the Lender a security interest in all of the Borrower's right, title
and interest in, to and under the following property, whether now owned by the
Borrower or hereafter acquired and whether now existing or hereafter coming into
existence (all being collectively referred to herein as "Collateral"):

               (a) the HELOCs listed on Annex 1 hereto, all HELOCs now or
        hereafter made or acquired by the Borrower, all loans made pursuant to
        all such HELOCs and (without duplication) all general intangibles
        (including payment intangibles) and accounts (each as defined in the
        Uniform Commercial Code) of the Borrower constituting any right to the
        payment of money due and to become due to the Borrower in respect of any
        of the HELOCs


                       Security and Assignment Agreement

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        (such HELOCs, general intangibles, accounts and moneys due and to become
        due being herein called collectively "Accounts");

               (b) all instruments and chattel paper (each as defined in the
        Uniform Commercial Code), and all other contracts, of the Borrower
        evidencing, representing, arising from or existing in respect of,
        relating to, securing or otherwise supporting the payment of, any of the
        HELOCs, including (but not limited to) promissory notes and credit
        agreements (herein collectively called "Instruments");

               (c) the Collateral Account and the balance from time to time in
        the Collateral Account;

               (d) all Underlying Mortgages in respect of the HELOCs and any
        other security interest granted in favor of the Borrower in connection
        with the HELOCs; and

               (e) all proceeds, products, accessions, rents, profits, income,
        benefits, substitutions and replacements of and to any of the property
        of the Borrower described in the preceding clauses of this Section 3
        (including, without limitation, any proceeds of insurance thereon and
        all causes of action, claims and warranties now or hereafter held by the
        Borrower in respect of any of the items listed above) and, to the extent
        related to any property described in said clauses or such proceeds,
        products and accessions, all books, correspondence, credit files, credit
        agreements, mortgages, deeds of trust and other security documents,
        records, invoices and other papers, including without limitation all
        tapes, cards, computer runs and other papers and documents in the
        possession or under the control of the Borrower or any computer bureau
        or service company (including the Servicer) from time to time acting for
        the Borrower.


               SECTION 4.  Cash Proceeds of Collateral.

               4.01. Collateral Account. The Borrower has established account
number ________________, designated __________________ at Chase Manhattan Bank
USA, National Association (said account, together with any replacements thereof
or substitutions therefor, the "Collateral Account"), which shall be a
"securities account" (as defined in Section 8-501 of the Uniform Commercial
Code), into which there shall be deposited from time to time the cash proceeds
of any of the Collateral (including proceeds of insurance thereon) required to
be delivered to the Lender pursuant hereto and into which the Borrower may from
time to time deposit any additional amounts that it wishes to pledge to the
Lender as additional collateral security hereunder. The balance from time to
time in the Collateral Account shall constitute part of the Collateral hereunder
and shall not constitute payment of the Secured Obligations until applied as
hereinafter


                       Security and Assignment Agreement

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                                     - 5 -

provided. Except as expressly provided in the next two sentences, the Lender
shall remit the collected balance standing to the credit of the Collateral
Account to or upon the order of the Borrower as the Borrower shall from time to
time instruct. However, at any time during a Standstill Period, no portion of
the collected balance of the Collateral Account shall be remitted to or upon the
order of the Borrower. Moreover, at any time following the occurrence and during
the continuance of an Event of Default, the Lender may in its discretion apply
or cause to be applied (subject to collection) the balance from time to time
standing to the credit of the Collateral Account to the payment of the Secured
Obligations in the manner specified in Section 5.08. The balance from time to
time in the Collateral Account shall be subject to withdrawal only as provided
herein.

               4.02. Proceeds of Accounts. The Borrower shall instruct all
account debtors and other Persons obligated in respect of all Accounts
(including all obligors in respect of the HELOCs) to make all payments in
respect of the Accounts either (a) directly to the Lender (by instructing that
such payments be remitted to a post office box which shall be under the control
of the Lender) or (b) to one or more other banks in the United States of America
(by instructing that such payments be remitted to a post office box which shall
be under the control of the Lender) under arrangements, in form and substance
satisfactory to the Lender, pursuant to which the Borrower shall have
irrevocably instructed such other bank (and such other bank shall have agreed)
to remit all proceeds of such payments directly to the Lender for deposit into
the Collateral Account. All payments made to the Lender, as provided in the
preceding sentence, shall be immediately deposited in the Collateral Account. In
addition to the foregoing, the Borrower agrees that if the proceeds of any
Collateral hereunder (including the payments made in respect of Accounts) shall
be received by it, the Borrower shall as promptly as possible deposit such
proceeds into the Collateral Account. Until so deposited, all such proceeds
shall be held in trust by the Borrower for and as the property of the Lender and
shall not be commingled with any other funds or property of the Borrower.

               4.03. Investment of Balance in Collateral Account. The cash
balance standing to the credit of the Collateral Account shall be invested from
time to time in such Permitted Investments as the Borrower (or, after the
occurrence and during the continuance of a Default or during a Standstill
Period, the Lender) shall determine, which Permitted Investments shall be held
in the name and be under the control of the Lender (and, if the Collateral
Account is a securities account, credited to the Collateral Account), provided
that at any time after the occurrence and during the continuance of an Event of
Default, the Lender may in its discretion at any time and from time to time
elect to liquidate any such Permitted Investments and to apply or cause to be
applied the proceeds thereof to the payment of the Secured Obligations in the
manner specified in Section 5.08.



                       Security and Assignment Agreement

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               SECTION 5. Further Assurances; Remedies. In furtherance of the
grant of the pledge and security interest pursuant to Section 3, the Borrower
hereby agrees with the Lender as follows:

               5.01.  Delivery and Other Perfection.  The Borrower shall:

               (a) deliver and pledge to the Lender (or its nominee) any and all
        Instruments, endorsed and/or accompanied by such instruments of
        assignment and transfer in such form and substance as the Lender may
        request; provided, that so long as no Default shall have occurred and be
        continuing, the Borrower may retain for collection in the ordinary
        course any Instruments received by the Borrower in the ordinary course
        of business and the Lender shall, promptly upon request of the Borrower,
        make appropriate arrangements for making any Instrument pledged by the
        Borrower available to the Borrower for purposes of presentation,
        collection or renewal (any such arrangement to be effected, to the
        extent deemed appropriate by the Lender, against trust receipt or like
        document);

               (b) deliver and pledge to the Lender (or its nominee) any and all
        Underlying Mortgages, security documents and credit files relating to
        the Collateral;

               (c) give, execute, deliver, file and/or record any financing
        statement, notice, instrument, document, agreement or other papers that
        may be necessary or desirable (in the reasonable judgment of the Lender)
        to create, preserve, perfect or validate the security interest granted
        pursuant hereto or to enable the Lender (or its nominee) to exercise and
        enforce its rights hereunder with respect to such pledge and security
        interest, provided that notices to account debtors in respect of any
        Accounts or Instruments shall be subject to the provisions of clause (f)
        below and recordation in the applicable public records of the assignment
        to the Lender of any interest in an Underlying Mortgage shall be subject
        to Section 5.04;

               (d) maintain (or cause to be maintained) full and accurate books
        and records relating to the Collateral;

               (e) permit representatives of the Lender, upon reasonable notice,
        at any time during normal business hours to inspect and make abstracts
        from its books and records pertaining to the Collateral, and permit
        representatives of the Lender to be present at the Borrower's place of
        business to receive copies of all communications and remittances
        relating to the Collateral, and forward copies of any notices or
        communications received by the Borrower with respect to the Collateral,
        all in such manner as the Lender may require; and


                       Security and Assignment Agreement

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                                     - 7 -

               (f) upon the occurrence and during the continuance of any
        Default, upon request of the Lender, promptly notify (and the Borrower
        hereby authorizes the Lender so to notify) each account debtor in
        respect of any Accounts or Instruments that such Collateral has been
        assigned to the Lender hereunder, and that any payments due or to become
        due in respect of such Collateral are to be made directly to the Lender.

               5.02. Other Financing Statements and Liens. The Borrower shall
not, without the prior written consent of the Lender, file or suffer to be on
file, or authorize or permit to be filed or to be on file, in any jurisdiction,
any financing statement or like instrument with respect to the Collateral in
which the Lender is not named as the sole secured party.

               5.03. Preservation of Rights. The Lender shall not be required to
take steps necessary to preserve any rights against prior parties to any of the
Collateral.

               5.04. Triggering Event.

               (a) Ratings-Based Triggering Event. The Borrower shall, within 90
days following the occurrence (and during the continuance) of a Triggering Event
of the type described in clause (a) of the definition thereof, record (or cause
to be recorded) in the applicable public records the assignment to the Lender of
each Underlying Mortgage and execute and deliver to the Lender any other
instruments reasonably requested by the Lender to evidence such assignment, such
assignments and other instruments to be in form and substance acceptable to the
Lender.

               (b) Default on Underlying HELOC. Upon the occurrence of a
Triggering Event of the type described in clause (b) of the definition thereof,
if requested by the Lender, the Borrower shall within 2 Business Days of such
request record (or cause to be recorded) in the applicable public records the
assignment to the Lender of the Underlying Mortgage relating to such HELOC and
execute and deliver to the Lender any other instruments reasonably requested by
the Lender to evidence such assignment, such assignment and other instruments to
be in form and substance acceptable to the Lender. Thereupon, the Lender shall
be entitled to exercise any remedy with respect to such HELOC that it would be
entitled to exercise upon the occurrence and during the continuance of an Event
of Default, including the right to foreclose (or direct the Servicer to
foreclose) against the property securing such HELOC in the name of the Lender.

               5.05. Events of Default, Etc. During the period during which an
Event of Default shall have occurred and be continuing:

               (a) the Borrower shall, at the request of the Lender, assemble
        the Collateral owned by it at such place or places, reasonably
        convenient to both the Lender and the Borrower, designated in its
        request;


                       Security and Assignment Agreement

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                                      - 8 -

               (b) the Lender may make (or direct the Servicer to make) any
        reasonable compromise or settlement deemed desirable with respect to any
        of the Collateral and may extend the time of payment, arrange for
        payment in installments, or otherwise modify the terms of, any of the
        Collateral;

               (c) the Lender shall have all of the rights and remedies with
        respect to the Collateral of a secured party under the Uniform
        Commercial Code (whether or not said Code is in effect in the
        jurisdiction where the rights and remedies are asserted) and such
        additional rights and remedies to which a secured party is entitled
        under the laws in effect in any jurisdiction where any rights and
        remedies hereunder may be asserted, including, without limitation, the
        right, to the maximum extent permitted by law, to exercise all voting,
        consensual and other powers of ownership pertaining to the Collateral as
        if the Lender were the sole and absolute owner thereof (and the Borrower
        agrees to take all such action as may be appropriate to give effect to
        such right);

               (d) the Lender in its discretion may, in its name or in the name
        of the Borrower or otherwise, demand, sue for, collect or receive any
        money or property at any time payable or receivable on account of or in
        exchange for any of the Collateral, but shall be under no obligation to
        do so; and

               (e) the Lender may, upon ten Business Days' prior written notice
        to the Borrower of the time and place, with respect to the Collateral or
        any part thereof that shall then be or shall thereafter come into the
        possession, custody or control of the Lender or any of its agents, sell,
        lease, assign or otherwise dispose of all or any part of such
        Collateral, at such place or places as the Lender deems best, and for
        cash or for credit or for future delivery (without thereby assuming any
        credit risk), at public or private sale, without demand of performance
        or notice of intention to effect any such disposition or of the time or
        place thereof (except such notice as is required above or by applicable
        statute and cannot be waived), and the Lender or anyone else may be the
        purchaser, lessee, assignee or recipient of any or all of the Collateral
        so disposed of at any public sale (or, to the extent permitted by law,
        at any private sale) and thereafter hold the same absolutely, free from
        any claim or right of whatsoever kind, including any right or equity of
        redemption (statutory or otherwise), of the Borrower, any such demand,
        notice and right or equity being hereby expressly waived and released.
        The Lender may, without notice or publication, adjourn any public or
        private sale or cause the same to be 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 sale may be so adjourned.



                       Security and Assignment Agreement

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                                      - 9 -

The proceeds of each collection, sale or other disposition under Section 5.04 or
this Section 5.05 shall be applied in accordance with Section 5.08.

               5.06. Removals, Etc. Without at least 30 days' prior written
notice to the Lender, the Borrower shall not (i) maintain any of its books and
records with respect to the Collateral at any office, or maintain its principal
place of business at any place, other than at the address indicated in Section
8.01 of the Loan Agreement or at one of the locations identified in Annex 2 or
in transit from one of such locations to another or (ii) change its name, or the
name under which it does business, from the name shown on the signature pages
hereto.

               5.07. Private Sale. The Lender shall incur no liability as a
result of the sale of the Collateral, or any part thereof, at any private sale
pursuant to Section 5.04 or Section 5.05 conducted in a commercially reasonable
manner. The Borrower hereby waives any claims against the Lender 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 that might have been obtained at a
public sale or was less than the aggregate amount of the Secured Obligations,
even if the Lender accepts the first offer received and does not offer the
Collateral to more than one offeree.

               5.08. Application of Proceeds. Except as otherwise herein
expressly provided, the proceeds of any collection, sale or other realization of
all or any part of the Collateral pursuant hereto, and any other cash at the
time held by the Lender under Section 4 or this Section 5 (but subject to the
terms of said Sections), shall be applied by the Lender:

               First, to the payment of the costs and expenses of such
        collection, sale or other realization, including reasonable
        out-of-pocket costs and expenses of the Lender and the fees and expenses
        of its agents and counsel, and all expenses incurred and advances made
        by the Lender in connection therewith;

               Next, to the payment in full of the Secured Obligations then due
        and payable (whether at stated maturity, by acceleration or otherwise);
        and

               Finally, provided that (a) the Principal Exposure at such time
        does not exceed the Borrowing Base at such time, and (b) the Real Estate
        Value Test (as most recently determined in accordance with Section
        5.01(e) of the Loan Agreement) is satisfied, to the payment to the
        Borrower, or its successors or assigns, or as a court of competent
        jurisdiction may direct, of any surplus then remaining.

               As used in this Section 5, "proceeds" of Collateral means cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any



                       Security and Assignment Agreement

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                                     - 10 -

thereof received under any reorganization, liquidation or adjustment of debt of
the Borrower or any issuer of or obligor on any of the Collateral.

               5.09. Attorney-in-Fact. Without limiting any rights or powers
granted by this Agreement to the Lender while no Triggering Event or Event of
Default has occurred and is continuing, upon the occurrence and during the
continuance of any Triggering Event or Event of Default the Lender is hereby
appointed the attorney-in-fact of the Borrower for the purpose of carrying out
the provisions of this Section 5 and taking any action and executing any
instruments that the Lender 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, so
long as the Lender shall be entitled under this Section 5 to make collections in
respect of the Collateral, the Lender shall have the right and power to receive,
endorse and collect all checks made payable to the order of the Borrower
representing any dividend, payment or other distribution in respect of the
Collateral or any part thereof and to give full discharge for the same.

               5.10. Perfection. Prior to or concurrently with the execution and
delivery of this Agreement (but subject to Section 5.04), the Borrower shall
file such financing statements and other documents in such offices as the Lender
may request to perfect the security interests granted by Section 3.

               5.11. Termination. When all Secured Obligations shall have been
paid in full and the Commitment of the Lender under the Loan Agreement shall
have expired or been terminated, this Agreement shall terminate, and the Lender
shall forthwith cause to be assigned, transferred and delivered, against receipt
but without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of the
Borrower and to be released and canceled all licenses and rights referred to
herein. The Lender shall also execute and deliver to the Borrower upon such
termination such Uniform Commercial Code termination statements and such other
documentation as shall be reasonably requested by the Borrower to effect the
termination and release of the Liens on the Collateral.

               5.12. Further Assurances. The Borrower agrees that, from time to
time upon the written request of the Lender, the Borrower will execute and
deliver such further documents and do such other acts and things as the Lender
may reasonably request in order fully to effect the purposes of this Agreement.

               5.13. Release. From time to time, upon the request of the
Borrower, the Lender shall release HELOCs identified by the Borrower from the
Lien of this Agreement; provided that, if requested by the Lender, the Lender
shall receive (i) an officer's certificate, dated the date of the proposed
release, signed by a Financial Officer of the Borrower, confirming compliance
with



                       Security and Assignment Agreement

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                                     - 11 -

conditions (A) and (B) set forth in Section 4.02 of the Loan Agreement (as if
each reference therein to the "Loan" were a reference to the proposed release),
and (ii) a Borrowing Base Certificate dated the date of the proposed release
setting forth all information therein immediately after giving effect to the
proposed release. The Lender shall execute and deliver to the Borrower upon any
such release such Uniform Commercial Code termination statements and such other
documentation as shall be reasonably requested by the Borrower to effect such
release.


               SECTION 6. Miscellaneous.

               6.01. Notices. All notices, requests, consents and demands
hereunder shall be in writing and telecopied or delivered to the intended
recipient at its address for notices specified pursuant to Section 8.01 of the
Loan Agreement and shall be deemed to have been given at the times specified in
said Section 8.01.

               6.02. No Waiver. No failure on the part of the Lender to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Lender of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies herein are cumulative and are not
exclusive of any remedies provided by law.

               6.03. Amendments, Etc. The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by the
Borrower and the Lender.

               6.04. Expenses. The provisions of Section 8.03 of the Loan
Agreement are incorporated herein by reference as fully and to the same extent
as if set forth herein. Any amounts required to be paid or reimbursed by the
Borrower under said Section shall be Secured Obligations entitled to the
benefits of the collateral security provided pursuant to Section 3.

               6.05. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Borrower and the Lender (provided, however, that the Borrower shall not assign
or transfer its rights or obligations hereunder without the prior written
consent of the Lender).

               6.06. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and either of the parties hereto may execute this Agreement by
signing any such counterpart.



                       Security and Assignment Agreement

<PAGE>   14

                                     - 12 -

               6.07. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.

               6.08. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

               6.09. Captions. The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.

               6.10. Agents and Attorneys-in-Fact. The Lender may employ agents
and attorneys-in-fact in connection herewith and shall not be responsible for
the negligence or misconduct of any such agents or attorneys-in-fact selected by
it in good faith.

               6.11. Severability. If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by law,
(a) the other provisions hereof shall remain in full force and effect in such
jurisdiction and shall be liberally construed in favor of the Lender in order to
carry out the intentions of the parties hereto as nearly as may be possible and
(b) the invalidity or unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction.

                            [Signature page follows.]



                       Security and Assignment Agreement

<PAGE>   15

                                     - 13 -

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

                                    [                       ]


                                    By:
                                       ---------------------------------
                                       Name:
                                       Title:



                                    CHASE PREFERRED CAPITAL CORPORATION


                                    By
                                       ---------------------------------
                                       Name:
                                       Title:


                       Security and Assignment Agreement