<PAGE>

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

                                  Assignment of

                     Leases and Rents and Security Deposits

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

                        Prepared by and upon recordation,
                                   return to:


                                Brown & Wood LLP
                             One World Trade Center
                            New York, New York 10048
                      Attention: David J. Weinberger, Esq.
<PAGE>

              ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS


            THIS ASSIGNMENT OF LEASES AND RENTS AND SECURITY DEPOSITS
("Assignment"), dated as of December __, 1996, by ________________________
("Assignor"), having the address set forth on the signature page hereof, to CS
First Boston Mortgage Capital Corp. ("Assignee"), having an address at 55 East
52nd Street, New York, New York 10055.

                                    RECITALS

            WHEREAS, Assignee has agreed to make a loan (the "Loan") to the
Assignor in the principal amount of $284,000,000.00, for the purpose of
acquiring or refinancing certain real property (the "Property"), more
particularly described in Exhibit A annexed hereto, and the improvement located
thereon owned by and leased by the Assignor to various tenants (hereinafter
referred to as "Lessees") and the Loan is evidenced by the Note which is to be
secured, among other things, by this Assignment.

            NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

1. Definitions. All capitalized undefined terms used herein shall have the 
respective meanings assigned thereto in either (a) deed of trust, security 
agreement, assignment of rents and fixture filing, or (b) the agreement of 
spreader, consolidation and modification of mortgage and note, security 
agreement, assignment of rents and fixture filing, as applicable, each of 
even date herewith (each hereinafter referred to as a "Mortgage") made 
by Assignor to Assignee encumbering or, where applicable, conveying security 
title to, the real property identified on Exhibit A hereto. <PAGE>

2. Assignment. To secure the prompt payment and performance of each 
obligation secured by the Mortgage, Assignor hereby grants, assigns, 
transfers, conveys and sets over to Assignee all of the Assignor's estate, 
right, title, interest, claim and demand in, to and under the leases and 
other agreements, whether written or oral, affecting the use, enjoyment or 
occupancy of the Property and/or the Improvements located thereon, whether 
now existing or hereafter arising (including any extensions, modifications or 
amendments thereto, the "Leases"), including, without limitation,

            (a) all claims, rights, powers, privileges, remedies, options and
      other benefits of Assignor under the Leases including, without limitation,
      all cash or securities now or hereafter deposited thereunder (including,
      without limitation, any bond or other similar instrument obtained by
      Assignor and held in lieu of any such deposits to secure such deposits)
      (collectively, the "Security Deposits") to secure performance by tenants
      of their obligations thereunder, whether such Security Deposits are to be
      held until the expiration of the term of any Lease or applied to one or
      more of the installments of rent coming due immediately prior to the
      expiration of such term and all guarantees of any Leases or other rental
      arrangements,

            (b) any and all earnings, revenues, rents, issues, profits,
      proceeds, avails and other income of and from the Mortgaged Property
      (which term, for the purposes of this Assignment, shall be deemed to
      include the term "Trust Property", if applicable), including, without
      limitation, the Leases now due or to become due or to which Assignor may
      now or shall hereafter become entitled to claim or demand including,
      without limitation, the Security Deposits as and when applied by Assignor
      towards the payment of rents and other payments due pursuant to the Leases
      (collectively, the "Rents"),


                                       2
<PAGE>

            (c) all rights of the lessor under the Lease to exercise any
      election or option, to give or receive any notice, consent, waiver or
      approval, or to accept any surrender of the Leased Property or any part
      thereof,

            (d) the right to give and receive copies of all notices and other
      instruments or communications under or pursuant to the Lease,

            (e) the right to take such action upon the occurrence of a default
      under the Lease, including the commencement, conduct and consummation of
      legal, administrative or other proceedings, as shall be permitted by the
      Lease or by law, and

            (f) the right to do any and all other things whatsoever which the
      Assignor is or may be entitled to do under the Leases,

together with full power and authority, in the name of Assignor or otherwise,
but without any obligation to do so, and subject to the provisions of this
Assignment including, without limitation, Section 3, to demand, receive,
enforce, collect or receipt for any or all of the foregoing, to endorse or
execute any checks or other instruments or orders, to give receipts, releases
and satisfaction, and to sue, in the name of Assignor or Assignee, for all of
the Rents, to subject and subordinate at any time and from time to time, any
Lease to the security title, security interest and lien, as applicable, of the
Mortgage or any other mortgage or deed of trust affecting the Mortgaged 
Property, to file any claims and, to take any action which Assignee may deem
necessary or advisable in connection therewith, Assignor irrevocably appoints
Assignee its true and lawful attorney-in-fact, coupled with an interest, at the
option of Assignee at any time and from time to time. No exercise by Assignee of
any rights of Assignor hereunder or under the other Loan Documents shall release
Assignor from its obligations under the Leases.

3. Certain Rights of Assignee. This Assignment constitutes an absolute, present
assignment and not merely an assignment for additional security. So long as no
Event of 


                                       3
<PAGE>

Default has occurred and is continuing under this Assignment, all Rents shall be
paid to Assignee (or its designee) and applied in accordance with the provisions
of Article V of the Mortgage for the purposes therein set forth including,
without limitation, payments of interest and principal and any other amounts due
and payable under the Note, Mortgage or other Loan Documents.

            Without limitation to any other provision hereof, upon the
occurrence and during the continuance of an Event of Default, Assignee may (but
shall have no obligation to so do), either in person, by agent or by a
court-appointed receiver, at any time without notice, regardless of the adequacy
of Assignee's security, perform all acts necessary and appropriate for the
operation and maintenance of the Mortgaged Property including, but not limited
to, the execution, cancellation or modification of Leases, the collection of all
Rents, the making of repairs to the Premises and the execution or termination of
contracts providing for the management or maintenance of the Mortgaged Property,
or any part thereof, all on such terms as are deemed best to protect the
security of this Assignment. In the event Assignee elects to seek the
appointment of a receiver for the Mortgaged Property, or any part thereof, upon
the occurrence and during the continuance of an Event of Default pursuant to
this Assignment or the other Loan Documents, Assignor hereby expressly consents
to the appointment of such receiver.

            Subsequent to the occurrence and during the continuance of any Event
of Default all Rents collected may be applied as Assignee shall determine in
Assignee's discretion, including without limitation to the costs, if any, of
taking possession and control of and managing the Mortgaged Property, or any
part thereof, and collecting such amounts, including, but not limited to,
reasonable attorneys' fees, receiver's fees, premiums on receiver's bonds, costs
of repairs to the Mortgaged Property, or any part thereof, premiums on insurance
policies, taxes, assessments and other charges on the Mortgaged Property, or any
part thereof, and to the Debt in such order and priority as Assignee shall
determine. Assignee and its agents or employees or the receiver shall have
access to the books and records used in the operation and maintenance of the
Premises at reasonable times and upon reasonable notice to Assignor, and shall
be liable to 


                                       4
<PAGE>

account only for those Rents actually received. Neither Assignee nor its agents,
employees, officers or directors shall be liable to Assignor, any Person
claiming under or through Assignor or any Person having an interest in the
Leases or any other part of the Mortgaged Property by reason of Assignee's
rights or remedies hereunder or the exercise thereof provided, however, that the
foregoing provisions of this sentence shall not be deemed to alter or amend the
provisions of any indemnification of Assignee (or its agents, employees,
officers and directors) by Assignor hereunder or under the other Loan Documents.

            If the Rents are not sufficient to meet the costs, if any, of taking
possession and control of and managing the Mortgaged Property, any funds
expended by Assignee for such purposes shall become a part of the Debt secured
by this Assignment. Such amounts shall be payable upon notice from Assignee to
Assignor requesting payment thereof and shall bear interest from the date of
such notice at the Default Rate until paid.

4. Representations and Warranties of Assignor. All of the representations and
warranties contained in Section __________ of the Mortgage are hereby
incorporated by reference with the same force and effect as if fully restated
herein.

5. No Mortgagee in Possession. The acceptance by Assignee of this Assignment,
with all of the rights, powers, privileges and authority so created, shall not,
prior to entry upon and taking of possession of the Mortgaged Property by
Assignee, be deemed or construed to constitute Assignee a
mortgagee-in-possession nor thereafter or at any time or in any event obligate
Assignee to appear in or defend any action or proceeding relating to the Leases,
the Rents or any other part of the Mortgaged Property, or to take any action
hereunder, or to expend any money or incur any expenses or perform or discharge
any obligation, duty or liability under the Leases, or to assume any obligation
or responsibility for any Security Deposits or other deposits delivered to
Assignor by any obligor thereunder and not assigned and delivered to Assignee,
nor shall Assignee be liable in any way for any injury or damage to Person or
property sustained by any Person in or about the Premises; and that the


                                       5
<PAGE>

collection of said Rents and application as aforesaid and/or the entry upon 
and taking possession of the Mortgaged Property or any part thereof by Assignee 
or a receiver shall not cure or waive, modify or affect any Event of Default 
under the Note, the Mortgage or any other Loan Document so as to 
invalidate any act done pursuant to such Event of Default, and the 
enforcement of such right or remedy by Assignee, once exercised, shall 
continue for so long as Assignee shall elect, notwithstanding that the 
collection and application aforesaid of the Rents may have cured for the time 
the original Event of Default. If Assignee shall thereafter elect to 
discontinue the exercise of any such right or remedy, the same or any other 
right or remedy hereunder may be reasserted at any time and from time to time 
following any subsequent Event of Default, whether of the same or a different 
nature.

6. Certain Agreements of Assignor. Assignor hereby covenants and agrees as
follows:

            (a) This Assignment shall transfer to the Assignee all of Assignor's
right, title and interest in and to the Security Deposits, provided that
Assignor shall have the right to retain the Security Deposits so long as no
Event of Default shall have occurred and provided further, that Assignee shall
have no obligation to any such tenant with respect to the Security Deposits
unless and until Assignee comes into actual possession and control thereof;

            (b) Assignor shall not terminate, grant concessions in connection
with, modify or amend any Lease without the prior written consent of Assignee
except in accordance with the terms of the Mortgage;

            (c) Assignor shall not collect or permit the prepayment of any Rent
more than one (1) month in advance of the date on which it becomes due under the
terms of any Lease (except that Assignor may collect or permit collection of
Security Deposits subject to and only in accordance with the terms of the
Mortgage);


                                       6
<PAGE>

            (d) Except as expressly permitted by the Mortgage, Assignor 
shall not execute any further pledge or assignment of any Rent or any 
interest therein or suffer or permit any such assignment to occur by 
operation of law;

            (e) Assignor shall faithfully perform and discharge all obligations
of the lessor under the Leases substantially in accordance with the terms
thereof, and shall give prompt written notice to Assignee of any notice of
Assignor's default received from a tenant and shall furnish Assignee with a
complete copy of said notice. Assignor shall appear in and defend any action or
proceeding arising under or in any manner connected with the Leases;

            (f) Assignor shall not waive, excuse, condone, discount, set-off,
compromise or in any manner release or discharge any tenant under the Leases, of
and from any obligations, covenants, conditions and agreements by said tenant to
be kept, observed and performed, including the obligation to pay Rents
thereunder, except as permitted by the Mortgage;

            (g) Nothing herein shall be construed to impose any liability or
obligation on Assignee under or with respect to the Leases. Neither this
Assignment nor any action or inaction on the part of Assignee shall, without the
prior written consent of Assignee, constitute an assumption on its part of any
obligation under the Leases; nor shall Assignee have any obligation to make any
payment to be made by Assignor under the Leases, or to present or file any
claim, or to take any other action to collect or enforce the payment of any
amounts which have been assigned to Assignee or to which it may be entitled
hereunder at any time or times. No action or inaction on the part of Assignee or
its agents, employees, officers or directors shall adversely affect or limit in
any way the rights of Assignee hereunder or under the Leases. Assignor shall
indemnify and hold Assignee and its agents, employees, officers or directors
harmless from and against any and all liabilities, losses and damages which
Assignee or its agents, employees, officers or directors may incur under the
Leases or by reason of this Assignment, and of and from any and all claims and
demands whatsoever which may be asserted against Assignee or its agents,
employees, officers or


                                       7
<PAGE>

directors by reason of any alleged obligations to be performed or discharged by
Assignee under the Leases or this Assignment including, without limitation, any
liability under the covenant of quiet enjoyment contained in any of the Leases
in the event that any tenant shall have been joined as a party defendant in any
action to foreclose the Mortgage and shall have been barred and foreclosed
thereby of all right, title and interest and equity of redemption in the
Property or any part thereof. Should Assignee or its agents, employees, officers
or directors incur any liability, loss or damage under the Leases or under or by
reason of this Assignment, except for liability, loss or damage resulting solely
from Assignee's gross negligence or willful misconduct, Assignor shall
immediately upon demand reimburse Assignee, its agents, employees, officers or
directors for the amount thereof together with all costs and expenses and
reasonable attorneys' fees incurred by Assignee or its agents, employees,
officers or directors. All of the foregoing sums shall bear interest from the
date so demanded until paid at the Default Rate. Any Rent collected by Assignee
or its agents may be applied by Assignee in its discretion in satisfaction of
any such liability, loss, damage, claim, demand, costs, expense or fees;

            (h) Each tenant under the Leases shall make its Rent payable to and
pay such Rent to Assignee (or Assignee's agent or designee) until such time as
Assignee shall, by written notice, direct otherwise. Any Rents which may be
received by Assignor hereafter relating to all or any portion of the term of any
Lease from and after the date hereof shall be promptly delivered to Assignee to
be applied pursuant to Section 3 hereof.

7. Event of Default. The occurrence of an Event of Default pursuant to the
Mortgage shall constitute an Event of Default hereunder.

8. Additional Rights and Remedies of Assignee. In addition to all other rights
and remedies provided herein, under the Loan Documents, or otherwise available
at law or in equity, if an Event of Default occurs and is continuing, Assignee
shall, in its sole discretion, have the following rights and remedies, all of
which are cumulative:


                                       8
<PAGE>

            (i) Assignee shall have the right at any time or times thereafter,
at its sole election, without notice thereof to Assignor, to enforce the terms
of the Leases, to sue for or otherwise collect the Rents, whether in Assignor's
or Assignee's name, to enter upon, take possession and manage and control the
Leases and any other part of the Mortgaged Property, with or without notice,
either in person, by agent or by court-appointed receiver, and to otherwise do
any act or incur any costs or expense as Assignee shall deem proper to protect
the security hereof, as fully and to the same extent as Assignor could do in
possession, and in such event to apply the Rents so collected to the operation
and management of the Mortgaged Property, or any part thereof, but in such order
as Assignee may deem proper, and including payment of reasonable management,
brokerage and attorneys' fees, in the name of Assignor, Assignee, a nominee of
Assignee, or in any or all of the said names;

            (ii) Assignee shall have the right at any time or times, at its sole
election, without notice thereof, except such notice as may be expressly
provided in the Mortgage, if any, to Assignor, to declare all sums secured
hereby immediately due and payable and, at its option, exercise any and/or all
of the rights and remedies contained in the Note and/or the Mortgage; and

            (iii) Assignee shall have the right to assign all or any portion of
Assignee's right, title and interest under this Assignment in any of the Leases
to any subsequent holder of the Note or any participating interest therein or to
any Person acquiring title to the Leases or any other portion of the Mortgaged 
Property through foreclosure or otherwise. Any subsequent assignee shall have
all the rights and powers herein provided to Assignee.

9. Additional Security. Assignee may take or release other security for the
payment of the Debt, may release any party primarily or secondarily liable
therefor and may apply any other security held by it to the satisfaction of such
indebtedness, without prejudice to any of its rights under this Assignment.
Assignor shall from time to time upon request of the Assignee, specifically
assign to the Assignee, as additional security for 


                                       9
<PAGE>

the payment of the Debt, by an instrument in writing in such form as may be
reasonably approved by the Assignee, all right, title and interest of the
Assignor in and to any and all Leases now or hereafter on or affecting the
Premises, together with all security therefor and all Rents payable thereunder,
subject to the terms hereof. Assignor shall also deliver to the Assignee any
notification, financing statement or other document reasonably required by the
Assignee to perfect the assignment as to any such Lease.

10. Absolute Assignment; Release. The assignment made hereby is an absolute and
unconditional assignment of rights only, and not a delegation of duties. The
execution and delivery hereof shall not in any way impair or diminish the
obligations of Assignor under the provisions of each and every Lease nor shall
such execution and delivery cause any of the obligations contained in the Leases
to be imposed upon Assignee. The assignment contained herein and all rights
herein assigned to Assignee shall cease and terminate as to all Leases and Rents
upon the payment in full of the Debt and the release of the Mortgaged Property
from the security title, security interest and lien, as applicable, of the
Mortgage. In the event Assignee shall have in its possession any Rents or
Security Deposits after payment in full of the Debt, Assignee shall return or
cause such Rents and/or Security Deposits to be returned to Assignor in
accordance with the terms of the Mortgage. In the event that the assignment
contained herein shall so terminate, Assignee shall, upon the written request of
Assignor, deliver to Assignor a termination of this Assignment which shall be in
recordable form, together with a notice to tenants of the Premises instructing
such tenants to make all future payments of Rent to Assignor or to such other
Person as Assignor may direct.

11. Effect on Rights Under Other Documents. Nothing contained in this Assignment
and no act done or omitted by Assignee pursuant to the powers and rights granted
it hereunder shall be deemed to be a waiver by Assignee of its rights and
remedies under the Loan Documents, and this Assignment is made and accepted
without prejudice to any of the rights and remedies possessed by Assignee under
the terms of the Loan Documents. The right of Assignee to collect the Debt and
to enforce any other 


                                       10
<PAGE>

security therefor held by it may be exercised by Assignee either prior to, 
simultaneously with, or subsequent to any action taken by it hereunder. This 
Assignment is intended to be supplementary to and not in substitution for or 
in derogation of any assignment of rents contained in the Mortgage or in 
any other document.

12. Further Assurances. Assignor hereby agrees that it shall, whenever and as
often as it shall be reasonably requested to do so by Assignee, execute,
acknowledge and deliver, or cause to be executed, acknowledged, and delivered,
in form and substance reasonably acceptable to Assignee, any and all such
further conveyances, instruments, documents, approvals, consents, and memoranda
of the other documents and to do any and all other acts as may be reasonably
necessary or appropriate to effectuate the terms of this Assignment. This
Assignment or a memorandum hereof may be recorded by Assignee at any time.

13. No Waiver. A waiver by Assignee of any of its rights hereunder or under the
Leases or of a breach of any of the covenants and agreements contained herein to
be performed by Assignor shall not be construed as a waiver of such rights in
any succeeding instance or of any succeeding breach of the same or other
covenants, agreements, restrictions or conditions. No waiver by Assignee
hereunder shall be effective unless in writing.

14. Marshalling. Notwithstanding the existence of any other security interest in
the Mortgaged Property or any part thereof held by Assignee or by any other
party, Assignee shall have the right to determine the order in which any of the
Leases or any other portion of the Mortgaged Property shall be subjected to the
remedies provided herein. Assignee shall have the right to determine the order
in which any or all portions of the Debt are satisfied from the proceeds
realized upon the exercise of the remedies provided herein. Assignee and any
Person who now or hereafter acquires a security interest in any of the Leases or
any other portion of the Mortgaged Property and who has actual or constructive
notice hereof hereby waives, to the extent permitted by law, any and all right
to require the marshalling of assets in connection with the exercise of any of
the remedies permitted by applicable Legal Requirements or provided herein.


                                       11
<PAGE>

15. Notices. All notices, demands, requests, consents, approvals or
communications required under this Assignment shall be in writing and shall be
deemed to have been properly given if delivered in accordance with the
provisions of the Mortgage at the addresses set forth in the Mortgage.

16. Counterparts. This Assignment may be executed in any number of counterparts
and shall be deemed to have become effective when and only when one or more of
such counterparts shall have been signed by or on behalf of each of the parties
hereto, although it shall not be necessary that any signed counterpart be signed
by or on behalf of each of the parties hereto, and all such counterparts shall
be deemed to constitute but one and the same instrument.

17. Governing Law; Severability. This Assignment shall be governed by and
construed under the laws of the State of New York applicable to contracts made
and performed in such State, except with respect to the provisions hereof which
relate to realizing upon the security covered by this Assignment which shall be
governed by the law of the State in which the Mortgaged Property is located, it
being understood that to the fullest extent permitted by the law of such State,
the law of the State of New York shall govern the validity and enforceability of
the Loan Documents and the Debt and obligations thereunder. In case any of the
provisions of this Assignment shall at any time be held by a court of competent
jurisdiction to be illegal, invalid, or unenforceable for any reason, such
illegality, invalidity or unenforceability shall not affect the remaining
provisions of this Assignment, and this Assignment shall be construed and
enforced as if all such illegal, invalid or unenforceable provisions had never
been inserted herein.

18. Modification. This Assignment may not be modified or amended except by
written agreement of the parties.

19. Binding Agreement. Assignee may, from time to time, without notice to
Assignor, assign, transfer or convey this Assignment and the other Loan
Documents or all or any of its interest hereunder or under all or any of the
other Loan 


                                       12
<PAGE>

Documents and, notwithstanding any such assignment, transfer or conveyance, this
Assignment and the other Loan Documents shall remain in full force and effect.
This Assignment shall be binding upon Assignor, its successors and assigns, and
shall inure to the benefit of Assignee and its successors and assigns.

20. Trial by Jury. Assignor hereby waives the right to assert a counterclaim, 
other than a compulsory counterclaim, in any action or proceeding brought 
against it by Assignee or its agents and waives trial by jury in any action 
or proceeding including, without limitation, any tort action, brought by 
either party hereto against the other or in any counterclaim Assignor may be 
permitted to assert hereunder or which may be asserted by Assignee or its 
agents against Assignor or in any matters whatsoever, arising out of or in 
any way connected with Assignor, this Assignment, the Note, the Mortgage 
or any of the other Loan Documents.

                                       13
<PAGE>

            IN WITNESS WHEREOF, the Assignor has executed this Assignment on the
day and year first hereinabove set forth.



Address of Assignor:                   _________________________, Assignor

__________________________ 
__________________________             By: _______________________________
__________________________  
                                       By: _______________________________
                                           Name:
                                           Title:


                                       14
<PAGE>

                                 Acknowledgment
<PAGE>

                                    EXHIBIT A

                     Description of Assignor's Real Property