MODIFICATION, WAIVER
AND CONSENT
THIS MODIFICATION, WAIVER AND
CONSENT , dated as of December 15, 2005, is made for the
benefit of FPR HOLDINGS LIMITED PARTNERSHIP, a Delaware limited
partnership (“ Borrower ”), by 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, “
Lender ”). Capitalized terms used but not
defined herein shall have the respective meanings assigned to such
terms in the Deed of Trust (as defined below).
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 Pledgee (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 Lender.
E. Pursuant to the Loan
Documents, Borrower has requested that Lender release the lien of
the Mortgage and terminate the Collateral Documents upon
Borrower’s defeasance of the Loan (the “
Defeasance ”).
F. In connection with the
Defeasance, Borrower has entered into that certain Defeasance
Pledge and Security Agreement, dated as of the dated hereof (the
“ Security Agreement ”), among Borrower,
Lender, Wells Fargo Bank, N.A., as securities intermediary, and
Wachovia Bank, National Association, as master servicer under the
Pooling and Servicing Agreement.
G. Pursuant to the Loan
Documents, it is a condition precedent to Lender’s obligation
to release the lien of the Mortgage on the Real Property and
terminate the Collateral Documents and the Financing Statements
that Borrower grant a security interest in the Pledged Collateral
(as defined in the Security Agreement) to Lender to secure the
payment and performance in full when due of all amounts payable
under the Loan Documents.
H. Notwithstanding anything in
Section 57 of the Deed of Trust, Borrower has requested that
Lender waive the requirement that the Loan be defeased on a Payment
Date (as defined in the Deed of Trust, and that Borrower provide
not less than thirty (30) days prior written notice of the
Defeasance.
I. Notwithstanding anything in
Section 57 of the Deed of Trust, 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
”).
J. Notwithstanding anything in
Section 57 of the Deed of Trust, Borrower has requested that
Lender waive the requirement that Borrower deposit with Lender the
Defeasance Deposit Collateral in order that Lender may, as agent
for Borrower, purchase direct, non-callable obligations of the
United States of America for the Defeasance.
K. Notwi
