MODIFICATION, WAIVER AND
CONSENT
THIS
MODIFICATION, WAIVER AND CONSENT , dated as of
November 18, 2005 (this “ Waiver and Consent ”)
made by and between CASA MUNRAS HOTEL PARTNERS, L.P. , a
California limited partnership (the “ Borrower ”), and
U.S. BANK NATIONAL ASSOCIATION, successor-in-interest to
State Street Bank and Trust Company, as Trustee under the Pooling
and Servicing Agreement, dated as of October 1, 1998 (the
“ Pooling and
Servicing Agreement ”), for the Registered Holders
of Credit Suisse First Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 1998-PS2 (together
with its successors and/or assigns, the “ Lender ”). Capitalized
terms used but not defined herein shall have the respective
meanings assigned to such terms in the Mortgage (as defined below)
or in the Defeasance Pledge and Security Agreement of even date
(the “ Security
Agreement ”).
A. On or
about June 12, 1998, AMRESCO Capital, L.P., a Delaware limited
partnership (“ Original Lender ”)
advanced to Borrower the original principal amount of $7,000,000.00
(the “ Loan ”).
B. The Loan
is evidenced by that certain Fixed Rate Note [With Defeasance and
Lockbox Provisions] dated as of June 12, 1998 from Borrower to
Original Lender (the “ Note ”).
C. The Loan
and Note are secured by that certain Deed of Trust, Assignment of
Leases and Rents, Security Agreement and Fixture Filing dated as of
June 12, 1998, executed by Borrower, in favor of Original
Lender (the “ Mortgage ”) granting to
Original Lender, among other things, a lien on the real property
described in said Mortgage (the “ Real Property ”). The
Loan is further evidenced or secured by various other documents
executed by Borrower and others in favor of Original Lender
(together with the Note and Mortgage, the “ Loan Documents
”).
D. Original
Lender has assigned its right, title and interest in, to and under
the Note, the Mortgage and the other Loan Documents to the
Lender.
E. Pursuant
to the defeasance provisions of the Note, Borrower has requested
that Lender release the lien of the Mortgage on the Real Property
upon Borrower’s defeasance of the Loan (the “
Defeasance
”).
F. Notwithstanding
anything in the defeasance provisions of the Note, Borrower has
requested that Lender waive the requirement that the Loan be
defeased on a regularly scheduled payment date, and that Borrower
provide not less than thirty (30) days prior written notice of
the Defeasance.
G. Notwithstanding
anything in the defeasance provisions of the Note, Borrower has
requested that Lender waive the requirement that Borrower pay all
interest accrued and unpaid under the Note to and including the
date of the Defeasance (the “ Defeasance Closing Date
”).
H. Notwithstanding
anything in the defeasance provisions of the Note, Borrower has
requested that Lender waive the requirement that Borrower deposit
with Lender the Defeasance Deposit (as such term is defined in the
Note) in order that Lender may, as agent for Borrower, purchase
direct, non-callable obligations of the United States of America
for the Defeasance.
I. Notwithstanding
anything in the defeasance provisions of the Note, Borrower has
requested that Lender waive the requirement that the release of
lien as required in that Section be submitted by Borrowe
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