DEFEASANCE PLEDGE AND SECURITY AGREEMENT

DEFEASANCE PLEDGE AND SECURITY AGREEMENT

THIS DEFEASANCE PLEDGE AND SECURITY AGREEMENT (this “ Agreement ”) is dated as of December 15, 2005, by and among FPR HOLDINGS LIMITED PARTNERSHIP, a Delaware limited partnership (“ Pledgor ”), JPMORGAN CHASE BANK, f/k/a The Chase Manhattan Bank, as trustee, under the Pooling and Servicing Agreement, dated as of December 18, 1998 (as amended from time to time, the “ Pooling and Servicing Agreement ”), for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-C2, as secured party (together with its successors and assigns, “ Pledgee ”), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national banking association, as master servicer (the “ Servicer ”) under the Pooling and Servicing Agreement and, for the sole purpose of agreeing to the provisions of Sections 7, 8, 9, 12, 16, 22 and 25 of this Agreement, WELLS FARGO BANK, N.A., a national banking association as Securities Intermediary (“ Intermediary ”).

RECITALS:

A. Credit Suisse First Boston Mortgage Capital LLC, a Delaware limited liability company (“ Original Lender ”), made a loan to Pledgor in the original principal amount of FORTY-ONE MILLION EIGHT HUNDRED FORTY-ONE THOUSAND TWENTY-ONE AND 29/100 DOLLARS ($41,841,021.29) (the “ Loan ”) pursuant to a Loan Agreement, dated December 23, 1997, between Pledgor and Original Lender (the “ Loan Agreement ”).

B. The Loan is evidenced by that certain Deed of Trust Note, dated as of December 23, 1997 (the “ Note ”), from Pledgor to Original Lender.

C. The Loan and Note are secured by those certain Deed of Trust, Assignment of Leases and Rents and Security Agreements, each dated as of the date of the Note (the “ Deed of Trust ”), executed by Pledgor in favor of Richard W. Klein, Jr., as trustee (“ Original Pledgee ”) for the benefit of Original Lender, as Beneficiary, granting to Original Pledgee, among other things, a lien on the real property located at 6600 Business Parkway, Elkridge, Maryland, 250 Exchange Place, Fairfax, Virginia, 6295 Edsall Road, Fairfax, Virginia, and 13129 Airpark Road, Culpeper, Virginia as more particularly described in said Deed of Trust (the “ Real Property ”), a separate Assignment of Leases and Rents, dated as of the date of the Note (the “ ALR ”) and certain UCC Financing Statements (the “ Financing Statements ”; together with the ALR, the “ Collateral Documents ”). The Loan is further evidenced or secured by various other documents executed by Pledgor and others in favor of Original Lender (together with the Loan Agreement, Note, the Deed of Trust, the ALR and the Financing Statements, the “ Loan Documents ”).

D. Original Lender assigned all of its right, title and interest in the Loan and the Loan Documents to Pledgee.

E. Pursuant to the Loan Documents, Pledgor has requested that Pledgee release the lien of the Deed of Trust and terminate the Collateral Documents upon Pledgor’s defeasance of the Loan.

F. Pursuant to the Loan Documents, it is a condition precedent to Pledgee’s obligation to release the lien of the Deed of Trust and terminate the Collateral Documents that Pledgor grant a security interest in the Pledged Collateral (as defined herein) to Pledgee to secure the payment and performance in full when due of all amounts payable under the Loan Documents.

G. Pledgor is the legal and beneficial owner of the securities listed in Exhibit A hereto (collectively, the “ Securities ”).

NOW, THEREFORE , Pledgor, Pledgee, Servicer and, with respect to Sections 7, 8, 9, 12, 16, 22 and 25 of this Agreement, Intermediary agree as follows:

Section 1. Definitions .

The following terms shall have the following meanings when used herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Loan Documents.

“ Accountant’s Letter ”: The Agreed Upon Procedures Letter, dated as of the Closing Date, delivered by Causey Demgen & Moore, regarding the Securities, including all schedules thereto, a copy of which is attached to the Defeasance Account Agreement as Exhibit C.

“ Anticipated Repayment Date ”: As defined in the Note.

“ Book-Entry Securities ”: U.S. Obligations that are (a) “Book-Entry Securities” as defined in 31 C.F.R. Section 357.2, that have been issued by the United States Department of the Treasury, (b) “Book-Entry GSE Securities” as defined in the regulations of the United States Department of Housing and Urban Development governing direct obligations of the FNMA and the FHLMC (24 C.F.R. Part 81, as amended) or (c) “Book-Entry Funding Corporation Securities” as defined in the regulations of the United States Department of the Treasury governing securities issued by REFCO (12 C.F.R. Part 1511, as amended), and are, in each case, maintained in TRADES.

“ Closing Date ”: December 15, 2005.

“ Custodian ”: The Intermediary in its capacity as custodian of the Pledged Collateral Account.

“ Certificates ”: Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-C2.

“ Deed of Trust ”: As defined in the Recitals.

“ Defeasance Account Agreement ”: The Defeasance Account Agreement, dated as of the Closing Date, among Pledgor, Pledgee, Servicer, and Intermediary.

“ Defeasance Assignment, Assumption and Release Agreement ”: The Defeasance Assignment, Assumption and Release Agreement, dated as of the Closing Date, among Pledgor, Pledgee, Successor Borrower, Servicer, and acknowledged by Intermediary.

“ Defeasance Documents ”: This Agreement; the Note; the Loan Agreement; the Defeasance Assignment, Assumption and Release Agreement; the Defeasance Account Agreement; the Modification, Waiver and Consent Agreement, dated as of the Closing Date, by and between Pledgor and Pledgee; the Certificate of Borrower, dated as of the Closing Date, executed by Pledgor; and all financing statements filed in connection with this Agreement, all as amended, continued or otherwise modified.

“ Entitlement Order ”: An “entitlement order” as defined in Section 8-102(a)(8) of the UCC.

“ Event of Default ”: As defined in Section 9(a) .

“ Federal Book-Entry Regulations ”: The regulations of (i) the United States Department of the Treasury governing the transfer and pledge of marketable Book-Entry Securities maintained in the form of entries in the TRADES book entry system in the Federal Reserve Bank, as set forth in 31 C.F.R. Part 357, as amended, (ii) the United States Department of Housing and Urban Development regulations governing the transfer and pledge of securities issued by the FNMA or the FHLMC, in each case maintained by a Federal Reserve Bank, in the form of entries in the Book-Entry System (as defined in Subpart A of 24 C.F.R. Part 81) as set forth in Subpart H of 24 C.F.R. Part 81 and (iii) the U.S. Treasury regulations governing the transfer and pledge of securities issued by REFCO, and maintained by a Federal Reserve Bank in the form of entries in the Book-Entry System (as defined in 12 C.F.R. Part 1511) as set forth in 12 C.F.R. Part 1511.

“ Federal Reserve Bank ”: The Federal Reserve Bank at which Intermediary maintains its Participant’s Securities Account.

“ FHLMC ”: Federal Home Loan Mortgage Corporation.

“ Financial Asset ”: A “financial asset” as defined under Section 8-102(a)(9) of the UCC.

“ FNMA ”: Federal National Mortgage Association.

“ Governmental Authority ”: Any federal, state, local or foreign court, agency, authority, board bureau, commission, department, office or instrumentality of any nature whatsoever or any governmental or quasi-governmental unit, whether now or hereafter in existence, or any officer or official thereof.

“ IRC ”: The Internal Revenue Code of 1986, as amended, and applicable temporary or final regulations of the United States Department of the Treasury issued pursuant thereto.

“ Loan ”: As defined in the Recitals.

“ Loan Agreement ”: As defined in the Recitals.

“ Loan Documents ”: As defined in the Recitals.

“ Maturity Date ”: The Anticipated Repayment Date, as defined herein.

“ Note ”: As defined in the Recitals.

“ Obligor ”: Any issuer, guarantor or other obligor with respect to any of the Securities or any Permitted Investment.

“ Participant’s Securities Account ”: “Participant’s Securities Account” (as defined in 31 C.F.R. Section 357.2) at a Federal Reserve Bank to which Book-Entry Securities may be credited.

“ Permitted Investment ”: As defined in the Defeasance Account Agreement.

“ Person ”: Any individual, corporation, limited liability company, partnership, joint venture, estate, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Pledged Collateral ”: As defined in Section 2 .

“ Pledged Collateral Account ”: As defined in Section 2(d) .

“ Pledged Entitlements ”: As defined in Section 2(b) .

“ Pooling and Servicing Agreement ’: As defined in the Preamble.

“ Proceeds ”: As defined as “proceeds” in Section 9-102(a)(64) of the UCC or as defined in the Uniform Commercial Code as in effect in any jurisdiction whose law applies to such proceeds or as defined under other applicable law.

“ Rating Agency ”: As defined in the Pooling and Servicing Agreement.

“ Real Property ”: As defined in the Recitals.

“ REFCO ”: Resolution Funding Corporation.

“ REMIC ”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the IRC.

“ Secured Obligations ”: The principal amount of the Note outstanding from time to time, as increased or decreased as a result of prepayment, modification or otherwise, and all accrued and unpaid interest thereon and all other obligations, expenses, and liabilities due or to become due to Pledgee under the Defeasance Documents, including without limitation, all costs and expenses incurred by Pledgee in collecting amounts due under the Note and in enforcing the Defeasance Documents.

“ Securities ”: As defined in the Recitals.

“ Securities Account ”: The securities account (as defined in Section 8-501(a) of the UCC) maintained by Intermediary for Pledgee to which the Securities have been credited.

“ Securities Intermediary ”: A “securities intermediary” within the meaning of the regulations of the United States Department of the Treasury (31 C.F.R. Part 357.2 or 12 C.F.R. Part 1511.1) and Section 8-102(a)(14) of the UCC.

“ Security Entitlement ”: As defined as “Security Entitlement” in Section 357.2 of the regulations of the United States Department of the Treasury (31 C.F.R. Part 357.2 or 12 C.F.R. Part 1511.1) and in Section 8-102(a)(17) of the UCC.

“ Single Purpose Entity ”: As defined in Exhibit B attached hereto.

“ Successor Borrower ”: SB FPR Holdings, LLC, the assignee of Pledgor pursuant to the Defeasance Assignment, Assumption and Release Agreement.

“ TRADES ”: The Treasury/Reserve Automated Debt Entry System of the Federal Reserve Bank pursuant to 31 C.F.R. Subpart B.

“ UCC ”: The Uniform Commercial Code of the State of New York.

“ U.S. Obligations ”: As defined as “government securities” in Section 2(a)(16) of the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1, et seq.), that are not subject to prepayment, call or early redemption, and are maintained in the form of entries on the books of a Federal Reserve Bank.

Section 2. Pledge .

As collateral security for the Secured Obligations, Pledgor hereby pledges, assigns, transfers and grants to Pledgee a continuing first priority security interest in and lien on all of the right, title and interest of Pledgor in, to and under the following property (collectively, the “ Pledged Collateral ”):

(a) the Securities and certificates, if, any, evidencing the Securities and any interest of Pledgor in the entries on the books of any Securities Intermediary (including Intermediary) pertaining to the Securities;

(b) all Security Entitlements with respect to the Securities and with respect to any Permitted Investments (the “ Pledged Entitlements ”);

(c) all Proceeds of the Securities and the Pledged Entitlements, including, without limitation, proceeds of any indemnity, warranty or guarantee payable from time to time with respect to any of the Securities or the Pledged Entitlements, or payments (in any form) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Securities or the Pledged Entitlements by or on behalf of any Governmental Authority, and any and all other amounts from time to time paid or payable under or in connection with any of the Securities or the Pledged Entitlements; and

(d) any and all other (i) funds and Financial Assets and Proceeds thereof now or hereafter deposited in or credited to Account No. 33692100 titled “SB FPR Holdings LLC Defeasance” at Custodian (said account and the related Securities Account, if separate, together referred to as the “ Pledged Collateral Account ”), including cash in the amount of $241.82 deposited this date by Pledgor into the Pledged Collateral Account; (ii) interest and earnings on any of the Pledged Collateral including interest that accrues either before or after the commencement of any bankruptcy or insolvency proceeding by or against Pledgor or Successor Borrower; (iii) present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments and documents (as defined in the UCC or in the Uniform Commercial Code as in effect in any jurisdiction whose law applies to such property) now or hereafter relating or arising with respect to the Pledged Collateral Account and/or the use thereof; and (iv) cash and non-cash Proceeds and products of the items described in subclauses (i), (ii) and (iii) above.

Section 3. Secured Obligations .

This Agreement secures, and the Pledged Collateral is collateral security for, the payment and performance in full when due, whether at stated maturity, by acceleration or otherwise, of all of the Secured Obligations (including, without limitation, the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy (whether or not a claim is allowed against Pledgor or Successor Borrower for such interest or other amounts in any such bankruptcy proceeding) or the operation of the automatic stay under the United States Bankruptcy Code, 11 U.S.C. §362(a)).

Section 4. No Release or Assumption of Pledgor’s Obligations to Others .

The granting by Pledgor to Pledgee of the security interest in the Pledged Collateral shall not relieve Pledgor from the performance of any term, covenant, condition or agreement on Pledgor’s part remaining to be performed or observed under or in respect of any of the Pledged Collateral following the effectiveness of the Defeasance Assignment, Assumption and Release Agreement, or from any liability of Pledgor to any Person other than Pledgee under or in respect of any of the Pledged Collateral or, except as set forth in the Defeasance Assignment, Assumption and Release Agreement, impose any obligation on Pledgee to perform or observe any such term, covenant, condition or agreement to be so performed or observed by Pledgor or, except as set forth in the Defeasance Assignment, Assumption and Release Agreement, impose any liability on Pledgee for any act or omission on the part of Pledgor relating thereto or for any breach of any representation or warranty to any Person other than Pledgee by Pledgor in respect of the Pledged Collateral or made in connection herewith or therewith. The provisions set forth in this Section 4 shall survive any release of Pledgor by Pledgee set forth in the Defeasance Documents and any termination of this Agreement.

Section 5. Further Assurances .

Pledgor agrees that, upon reasonable written request of Pledgee at any time and from time to time, Pledgor will make, execute, endorse, acknowledge and file and refile, or permit Pledgee to file and refile, such lists, descriptions and designations of the Pledged Collateral, copies of documents of title, vouchers, invoices, schedules, Entitlement Orders, powers of attorney, assignments, confirmatory assignments, supplements, additional security agreements, financing statements, amendments thereto, continuation statements, transfer endorsements and other documents (including, without limitation, this Agreement), in form reasonably satisfactory to Pledgee in such offices as Pledgee may deem reasonably necessary or appropriate, wherever required or permitted by law in order to perfect, protect and preserve the rights and interests granted to Pledgee hereunder. Pledgor hereby authorizes Pledgee and appoints Pledgee as its attorney-in-fact to file such financing statements, continuation statements, amendments thereto and other documents with respect to the Pledged Collateral, without the signature of Pledgor, to the fullest extent permitted by applicable law, and Pledgor agrees to do such further acts and things, and to execute and deliver to Pledgee such additional assignments, agreements, powers and instruments, as Pledgee may reasonably require to effectuate the purposes of this Agreement, to preserve or protect the lien on the Pledged Collateral created by this Agreement or to assure and confirm unto Pledgee its rights, powers and remedies hereunder. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term of this Agreement. All of the foregoing shall be at the sole cost and expense of Pledgor. The provisions set forth in this Section 5 shall survive any release of Pledgor by Pledgee set forth in the Defeasance Documents and any termination of this Agreement.

Section 6. Pledgor Representations, Warranties and Covenants .

Pledgor represents, warrants and covenants as follows:

(a) Value . Pledgor has received value (as defined in Section 1-201(44) of the UCC) for the Secured Obligations and for the granting of the security interest described herein.

(b) Rights in Pledged Collateral . The Securities exist and Pledgor is, as of the date hereof, and as to all Pledged Collateral acquired by it from time to time after the date hereof, will be, the owner of good and marketable title to all of the Pledged Collateral, subject to the terms of this Agreement and the Defeasance Assignment, Assumption and Release Agreement.

(c) No Liens or Other Financing Statements . Except for the liens granted to Pledgee under this Agreement and financing statements filed or to be filed with respect to and covering the lien granted by Pledgor pursuant to this Agreement, and subject to the terms of the Defeasance Assignment, Assumption and Release Agreement, Pledgor holds the Pledged Collateral now existing, and will own any of the Pledged Collateral hereafter coming into existence from time to time, free and clear of any lien, claim, or encumbrance, and Pledgor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Pledged Collateral and shall defend the Pledged Collateral against all claims and demands of all Persons at any time claiming any interest therein adverse to Pledgee; there is no control agreement or financing statement (or similar statement or instrument of registration under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral; and so long as Pledgor remains obligated to pay the Secured Obligations, Pledgor shall not enter into any such control agreement or execute, file or authorize to be filed in any public office any financing statement (or similar statement or instrument of registration under the law of any jurisdiction) or statements relating to the Pledged Collateral.

(d) Perfection . Based on the Accountant’s Letter, all of the Securities are Book-Entry Securities. Pledgor has taken, or caused other Persons to take, all actions necessary to effect the creation and perfection of Pledgee’s security interest in the Securities and other Pledged Collateral, and, as required under the UCC, has authorized, and does hereby authorize, to be filed with the Secretary of State of the jurisdiction of organization of Successor Borrower, a UCC-1 financing statement naming Successor Borrower as debtor evidencing the lien or pledge created by this Agreement, and, this Agreement, together with the book entries described in Section 6(h) below, and other actions taken with respect to the Pledged Collateral pursuant to this Agreement create a valid and continuing, perfected first priority security interest in the Pledged Collateral in favor of Pledgee, pursuant to the UCC, securing the Secured Obligations.

(e) Authorization; Enforceability . Pledgor is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each state where the Real Property is located. Pledgor has full power, authority and legal right to enter into this Agreement and to pledge and grant a lien on the Pledged Collateral pursuant to this Agreement, and this Agreement has been duly authorized, executed and delivered by Pledgor and constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms. Pledgor shall not be terminated, dissolved or liquidated (as a matter of law or otherwise) prior to the earlier of (i) the date on which Pledgor has transferred all of its right, title and interest in the Pledged Collateral in accordance with and as anticipated by the terms of the Defeasance Documents, or (ii) the date on which all Secured Obligations have been paid in full and satisfied.

(f) No Consents, Etc. Except as set forth herein, no authorization, consent, approval, license, qualification or formal exemption from, nor any filing, declaration or registration with, any court, Governmental Authority, or with any securities exchange or any other Person, is required in connection with (i) the due execution, delivery or performance by Pledgor of this Agreement, (ii) the assignment of, and the grant of a lien on (including the priority thereof), the Pledged Collateral by Pledgor in the manner and for the purpose contemplated by this Agreement, or (iii) the exercise of the rights and remedies of Pledgee created hereby except those that have been obtained or made concurrently with the execution hereof, including, without limitation, filings in the appropriate offices under the UCC.

(g) No Breach . Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof will conflict with or result in a breach of: (i) Pledgor’s formation agreements, (ii) any applicable law or regulation, or any order, writ, injunction or decree of any court or Governmental Authority applicable to Pledgor, or (iii) any agreement or instrument to which Pledgor is a party or by which Pledgor is bound or to which any of the Pledged Collateral is subject, or, except as set forth herein, result in the creation or imposition of any lien upon Pledgor’s earnings or assets pursuant to the terms of any such agreement or instrument.

(h) Actions With Respect to Securities . Pledgor shall cause the Securities to be credited to Intermediary’s Participant’s Securities Account maintained at the Federal Reserve Bank at which Intermediary maintains a Participant’s Securities Account, and to be identified on the records of such Federal Reserve Bank as being held for the sole and exclusive account of Intermediary. Pledgor does hereby (i) direct the Intermediary to credit by book-entry such Securities to the Securities Account of Pledgee and hold the same for the sole and exclusive account of Pledgee for the benefit of Pledgee and (ii) direct the Intermediary to send a written confirmation to Pledgee that Intermediary has so credited the Securities to such Securities Account and is holding the Securities for the sole and exclusive account of Pledgee for the benefit of Pledgee. Pledgor hereby agrees that Intermediary is the Securities Intermediary at which the Securities Account of Pledgee and the Pledged Collateral Account are maintained. Pledgor hereby directs Intermediary to comply with all Entitlement Orders of Pledgee with respect to the Pledged Collateral.

(i) Pledged Collateral . The list of the Securities is complete and accurate. Based on the Accountant’s Letter, all of the Securities are Book-Entry Securities. On the date hereof, all information set forth herein (including the exhibits hereto), and set forth in the Accountant’s Letter, or otherwise provided to Pledgee by Pledgee or on Pledgee’s behalf relating to the Pledged Collateral is, to Pledgor’s knowledge, accurate and complete in all material respects. None of the Securities is subject to prepayment call or early redemption. All of the Securities are payable in United States Dollars. If the Securities include securities identified as obligations of:

(i) REFCO, they are direct obligations thereof, and are interest-only strips; or

(ii) FHLMC or FNMA, they are direct debt obligations thereof.

(j) Single Purpose Entity . As of the date hereof, Pledgor has complied and shall continue to comply with the covenants set forth in Section 12 of the Deed of Trust (or such other provisions which are substantially similar in form and substance to the covenants contained therein relating to Pledgor’s status as a single asset entity whose purpose is solely to own and operate real property) until the earlier of the date on which (i) Pledgor has transferred all of its right, title and interest in the Pledged Collateral in accordance with the terms of the Defeasance Documents, or (ii) all Secured Obligations have been paid in full and satisfied.

(k) Property Value . The fair market value of the Real Property is greater than the face amount of the Securities; Pledgor has received reasonably equivalent value in exchange for the transfers contemplated by the Defeasance Documents;

(l) No Indebtedness . Pledgor has not incurred any indebtedness other than the Loan, other indebtedness permitted by the Loan Documents, and any debt associated with the refinancing of the Loan which is secured only by the Real Property;

(m) No Intent to Hinder Creditors . The pledge of the Securities to Pledgee and, if applicable, the transfer of the Securities to Successor Borrower, are not done in contemplation of insolvency or bankruptcy or with an intent to hinder, delay or defraud any of Pledgor’s creditors;

(n) No Insolvency . Pledgor is not insolvent immediately before signing this Agreement and is not being rendered insolvent by the pledge of the Securities to Pledgee and, if applicable, the transfer of the Securities to Successor Borrower;

(o) Not Unreasonably Small Capital . The assets owned by Pledgor immediately after giving effect to the pledge of the Securities to Pledgee and, if applicable, the transfer of the Securities to Successor Borrower represent an amount of capital that is not unreasonably small for the business in which Pledgor is engaged, and Pledgor does not intend to engage in any other business for which such capital would be unreasonably small;

(p) No Intent to Incur Debts Beyond Ability to Pay . At the time of the pledge of the Securities to Pledgee and, if applicable, the transfer of the Securities to Successor Borrower, Pledg