exv10w11



 







Exhibit 10.11




Defeasance Assignment, Assumption And Release Agreement




     THIS DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT, dated as of November 18,
2005 (this “Agreement”) made by and among CASA MUNRAS HOTEL PARTNERS, L.P., a California
limited partnership (“Pledgor”), NEWCSFBMSC 98-PS2 LLC, a Delaware limited liability
company (“Successor Borrower”), 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 and as secured party (“Pledgee”), GMAC COMMERCIAL MORTGAGE
CORPORATION, successor-in-interest to AMRESCO Services, L.P., as Servicer (“Servicer”)
under the Pooling and Servicing Agreement, and, for the sole purpose of acknowledging the
transactions effected by this Agreement, WELLS FARGO BANK, N.A., as Securities Intermediary and
Custodian (“Intermediary”).



Recitals:




     A. On or about June 12, 1998, AMRESCO Capital, L.P., a Delaware limited partnership
(“Original Lender”) advanced to Pledgor 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 Pledgor 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 Pledgor 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 Pledgor and others in favor of
Original Lender (collectively, with the Note and the Mortgage, 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 directed Pledgee to release the lien of the
Mortgage on the Real Property 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 Mortgage on the Real Property that Pledgor grant a security interest in the
Pledged Collateral (as defined in the Security Agreement) 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”), and, pursuant to the Loan Documents, and as a
condition precedent to Pledgee’s obligation to release its lien of the Mortgage on the Real



 









 







Property, Pledgor has granted to Pledgee, pursuant to a certain Defeasance Pledge and Security
Agreement of even date herewith among Pledgor, Pledgee and Intermediary (the “Security
Agreement”), a security interest in the Securities and the proceeds thereof to secure the
payment and performance in full when due of all amounts payable under the Loan Documents.



     H. In connection with the Security Agreement, Pledgor, Pledgee, Intermediary and Servicer have
entered into a certain Defeasance Account Agreement of even date herewith (the “Account
Agreement”), pursuant to which Intermediary has established and will maintain an account to
hold the Pledgor’s interest in the Securities and other collateral.



     I. In connection with the release of the Real Property from the lien of the Mortgage pursuant
to the Loan Documents, Pledgor is required or permitted to transfer and assign all obligations,
rights and duties under and to the Note and the other Defeasance Documents (as defined in the
Security Agreement), together with its interest in the Pledged Collateral (as defined in the
Security Agreement), to a successor entity established or designated in accordance with the Loan
Documents.



     J. Successor Borrower has been established or designated to be the successor entity to assume
Pledgor’s rights and obligations under the Defeasance Documents, and the Servicer, acting on behalf
of the Pledgee, has approved Successor Borrower to be the successor entity to assume the Pledgor’s
rights and obligations under the Defeasance Documents.



     K. Pledgor desires to (i) obtain the release of the Real Property from the lien of the
Mortgage, (ii) transfer its rights and obligations under the Defeasance Documents to Successor
Borrower and (iii) obtain a release of its rights and obligations under the Defeasance Documents
and the other Loan Documents to the extent provided herein, and Successor Borrower desires to
assume Pledgor’s rights and obligations under the Defeasance Documents and acquire Pledgor’s
interest in the Pledged Collateral.



     NOW, THEREFORE, in consideration of the mutual covenants and promises of the parties hereto
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



     Section 1. Definitions.



     Each capitalized term used and not defined herein shall have the meaning assigned to such term
in the Security Agreement.



     Section 2. Assignment of Secured Obligations and Securities.



     Pledgor hereby sells, transfers and assigns to Successor Borrower, effective as of the date
hereof, (a) the Secured Obligations including all obligations, rights and duties in, to and under,
and subject to the terms of, the Defeasance Documents, and (b) all of Pledgor’s right, title and
interest in and to the Pledged Collateral, subject to the terms of the Defeasance Documents and to
the rights of the Pledgee and the obligations of the Intermediary pursuant to the Security
Agreement and the Account Agreement.



     Section 3. Assumption of Loan Obligations.



 









 





     Successor Borrower, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, hereby assumes, and agrees to be bound by and to perform each of the Secured
Obligations and all other covenants, agreements, representations and warranties of Pledgor under
the Note, the Security Agreement, the Account Agreement and the Modification, Waiver and Consent,
first arising or accruing on or after the date of the transfer of the Pledged Collateral to
Successor Borrower, provided however, Successor Borrower shall not assume any obligations
(i) under Section 4 of the Security Agreement (with respect to the Securities transferred to
Successor Borrower on the date hereof), (ii) under Section 6 of the Security Agreement to the
extent that such obligations are to have been fully performed by Pledgor or parties other than
Successor Borrower prior to transfer of the Securities to Successor Borrower, (iii) [Intentionally
Omitted], (iv) that may arise as a result of the Pledgor’s failure to effect the initial perfection
of Pledgee’s interest in the Pledged Collateral prior to the transfer of the Pledged Collateral to
Successor Borrower, (v) that may arise as a result of any misrepresentation or misstatement made by
Pledgor in any of the Defeasance Documents or otherwise made by Pledgor in connection with the
defeasance transaction contemplated under this Agreement or (vi) arising under the Note or other
Loan Documents (to the extent that such Loan Documents may be incorporated in the Note), which
relate to the use or operation of the Real Property or which are otherwise materially similar to or
which conflict with any express covenants or obligations assumed by the Successor Borrower under
the other Defeasance Documents; and further provided however that, except as otherwise
expressly provided herein, Successor Borrower shall be liable to Pledgee only to the extent of the
Pledged Collateral, and Pledgee shall have no recourse against, and Pledgee shall not enforce any
monetary judgment against, assets of Successor Borrower other than the Pledged Collateral, with
respect to the Secured Obligations, except that Successor Borrower shall be required to advance
funds to cover any shortfall if at any time the funds available in the Pledged Collateral Account
are insufficient to pay amounts then due with respect to the Secured Obligations and such shortfall
is a result of (i) any action or failure to act by Successor Borrower in violation of its
obligations under the Note, the Security Agreement or the Account Agreement or (ii) the delivery of
insufficient collateral by Pledgor that causes the funds available in the Pledged Collateral
Account to be insufficient to pay scheduled debt service under the Note. Except as specified
herein, nothing herein is intended to limit or restrict Pledgee’s rights or remedies with respect
to the Pledged Collateral. Notwithstanding the foregoing, Successor Borrower shall be personally
liable for all claims, demands, liabilities, deficiencies, losses, damages, judgments, costs, and
expenses, including without limitation reasonable attorneys fees and costs of collection incurred,
suffered or paid by Pledgee as a result of:




     (i) any representation, warranty or certification made by or on behalf of
Successor Borrower for the benefit of Pledgee in any Defeasance Document (or in any
modification or supplement thereto), or in any certificate, report, financial
statement or other item furnished to Pledgee in connection with this transaction
having been false or misleading in any material respect as of the time made or
furnished;




     (ii) the Pledged Collateral or any part thereof or interest therein becoming
subject to any security interest, pledge, covenant, lien, or other encumbrance
whether junior or senior to the interest of Pledgee as a result of actions of
Successor Borrower;



 









 






     (iii) the Pledged Collateral or any part thereof or interest therein being
sold, assigned, transferred, conveyed or otherwise disposed of, or becoming the
subject of any attempted sale, assignment, transfer or conveyance, by Successor
Borrower, subject to the setoff terms of Section 4(e) of the Account Agreement
following payment of the Loan;




     (iv) any of the Events of Default described in subsections (iv) through (xi) of
Section 9(a) of the Security Agreement shall occur as a result of actions of
Successor Borrower or circumstances relating to Successor Borrower;




     (v) Successor Borrower’s failure at any time to be a Single Purpose Entity in
good standing in the jurisdiction of its formation and primary place of business; or




     (vi) Successor Borrower’s failure to immediately deposit into the Pledged
Collateral Account an amount sufficient to pay any shortfall as required pursuant to
this Section 3.



     Successor Borrower’s assumption of the obligations of Pledgor as set forth above under the
Defeasance Documents is limited to those obligations arising on and after the date hereof, except
that Successor Borrower expressly assumes liability under the Note for interest accruing on the
Loan from the first day of the interest accrual period in which the defeasance contemplated herein
occurs, which shall be paid from Pledged Collateral deposited by the Pledgor into the Pledged
Collateral Account in accordance with the provisions of the Account Agreement. In addition to the
Pledgee’s rights under the Defeasance Documents, Successor Borrower hereby grants to Pledgee and
Servicer a power of attorney to file, at Successor Borrower’s cost, any franchise or other
administrative filings which may be required to maintain Successor Borrower’s good standing and
legal existence in the event Successor Borrower fails to do so and such failure continues for
thirty (30) days after written notice.



     In addition to any other remedies that the Pledgee may have under the Defeasance Documents, in
the event of the failure of the Successor Borrower to maintain its status as a Single Purpose
Entity in good standing, the Successor Borrower’s failure to file all required tax returns and pay
all taxes that it owes or the Successor Borrower’s failure to file all forms and documents required
to maintain its separate legal existence, in each case, which failure shall continue for thirty
(30) days after written notice, Successor Borrower hereby agrees to the assumption of the Loan by,
and the transfer of the Pledged Collateral to, a Single Purpose Entity designated by Pledgee and
hereby appoints Pledgee and Servicer as attorneys-in-fact with power of attorney to affect such
transfer and assumption.



     Notwithstanding anything to the contrary set forth in this Section 3, Pledgee agrees that it
shall have no recourse for any claims, demands, liabilities, deficiencies, losses, damages,
judgments, costs and expenses, including, without limitation, legal fees and expenses, under this
Section 3 or otherwise under the Defeasance Documents against any securities (other than the
Pledged Collateral) of the Successor Borrower that have been pledged to Pledgee pursuant to any
other Defeasance Transaction until the defeased promissory note related to such securities has been
repaid in full in accordance with its terms.



 









 





     Section 4. Acknowledgment of Pledgee.



     Subject to satisfaction, or written waiver, of all conditions to defeasance set forth in the
Loan Documents, Pledgee hereby recognizes the transfer of Pledgor’s rights in the Pledged
Collateral and rights and obligations under the Defeasance Documents to Successor Borrower and the
assumption in accordance with Section 3 above of Pledgor’s rights in the Pledged Collateral
and rights and obligations under the Defeasance Documents by Successor Borrower.



     Section 5. Release of Pledgor.



     Subject to satisfaction, or written waiver, of all conditions to defeasance set forth in the
Loan Documents and, if applicable, confirmation from each of the Rating Agencies that the
transactions contemplated by the Defeasance Documents will not result in a downgrade, qualification
or withdrawal of the current rating of any of the Certificates or satisfaction of the criteria for
defeasances established by each of the Rating Agencies, Pledgee shall promptly release the Real
Property from the lien of the Mortgage, and hereby releases and discharges Pledgor from all claims,
liabilities and obligations under the Loan Documents and the Defeasance Documents related to events
first occurring or arising after the transfer of the Pledged Collateral to Successor Borrower,
provided, however, Pledgor shall not be released from liability for any loss or
damages suffered, or expenses incurred, by Pledgee, Intermediary or Successor Borrower as a result
of or established pursuant to a claim, liability or obligation:




     (i) arising from Pledgor’s obligations under Sections 4, 5 or 6 of the Security
Agreement that have not been expressly assumed by Successor Borrower under this
Agreement;




     (ii) with respect to any representation, warranty or certification of Pledgor
under the Defeasance Documents or the Loan Documents or in any certificate, report,
financial statement or other item delivered by or on behalf of Pledgor in connection
therewith that proves to have been false or misleading in any material respect when
made or delivered;




     (iii) arising as a result of the transfer of, or creation and perfection of the
first priority lien on, the Pledged Collateral being deemed void or voidable for any
reason whatsoever or any other payment made by Pledgor in respect of amounts due
under the Loan Documents on or prior to the date hereof being recovered from the
Pledgee by Pledgor, its creditors, or any other person for any reason whatsoever;




     (iv) for any other failure to pledge the Pledged Collateral to Pledgee or take
any action necessary to effect the initial first priority perfection of Pledgee’s
security interest therein or to effectively transfer the Pledged Collateral to
Successor Borrower in accordance with the Defeasance Documents;




     (v) arising under the indemnity obligations (including any environmental
indemnity agreement) or any other obligations in the Defeasance Documents and the
Loan Documents that, by their terms, survive the release of the lien of the
Mortgage;



 









 






     (vi) Intentionally omitted; or




     (vii) arising as a result of an Event of Default under the Security Agreement
that results from circumstances relating to Pledgor, or actions of Pledgor, included
in subsections (iii) through (vi) and (xi) of Section 9(a) of the Security
Agreement.


Without limiting any other remedies Pledgee may have, upon any Event of Default arising under the
Defeasance Documents or the Loan Documents from any breach, act or omission of Pledgor prior to the
date hereof, Pledgee shall be entitled to enforce all of its remedies set forth in the Defeasance
Documents and the Loan Documents against Pledgor. Except as expressly set forth in this Agreement,
Pledgee hereby releases Pledgor from its obligations under the Loan Documents and the Defeasance
Documents. Pledgee hereby further authorizes and directs Pledgor to file a release or termination
of any UCC financing statement filed in connection with the Loan reflecting Pledgor as Debtor and
Pledgee or Original Lender as Secured Party. Pledgor agrees to file any such release or
termination.




     Section 6. Release of Pledgee and Servicer.



     Pledgor hereby covenants and agrees that: (i) from and after the date hereof, Pledgee and Servicer
may deal solely with Successor Borrower in all matters relating to the Loan; (ii) Pledgee and
Servicer have no further duty or obligation of any nature relating to the Loan or the Loan
Documents or the Defeasance Documents to Pledgor; and (iii) it hereby releases Pledgee and
Servicer, and each of their predecessors in interest, together with all officers, directors,
employees and agents of each of the foregoing, from all claims, causes of action and liabilities
relating directly or indirectly to the Loan, the Real Property, the Loan Documents and the closing
of the defeasance transaction contemplated by the Defeasance Documents, arising on or prior to the
date hereof, including any and all claims arising from or relating to negotiations, demands,
requests or exercise of remedies in connection with the Loan and the closing of the defeasance
transaction contemplated by the Defeasance Documents.



     Section 7. Representations and Warranties.



          (a) Pledgor represents and warrants to the other parties hereto that, as of the date hereof:





     (i) all principal, interest and other amounts due and payable on or before the
date hereof under the Note and the other Defeasance Documents and Loan Documents
have been paid;




     (ii) no non-monetary default has occurred and is continuing under any of the
Defeasance Documents or Loan Documents beyond any applicable grace or notice period;




     (iii) the fair market value of the Real Property is greater than the face
amount of the Securities;



 









 






     (iv) Pledgor has not incurred any indebtedness other than the Loan and any
other indebtedness permitted under the Loan Documents;




     (v) The pledge of the Securities to Pledgee and 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;




     (vi) Pledgor is not insolvent immediately before signing this Agreement and is
not being rendered insolvent by the pledge of the Securities to Pledgee and transfer
of the Securities to Successor Borrower;




     (vii) The assets owned by Pledgor immediately after giving effect to the pledge
of the Securities to Pledgee and 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;




     (viii) At the time of the pledge of the Securities to Pledgee and transfer of
the Securities to Successor Borrower, Pledgor does not intend to, or believe that it
will, incur debts that would be beyond its ability to pay as such debts mature;




     (ix) The proceeds of the Securities (without regard to reinvestment income)
will be sufficient to make all payments required under the Defeasance Documents,
including all amounts required under Section 4(e) of the Account Agreement;




     (x) The Loan Documents do not contain provisions requiring Pledgor to make any
scheduled payments that by their terms would be payable on or after the date of the
defeasance transaction contemplated herein, other than scheduled payments of
principal and interest under the Note, including annual surveillance fees of rating
agencies or servicing or trustees fees with respect to securitization of the Loan,
except such payments as have been specifically identified by Pledgor and either (a)
expressly assumed by Successor Borrower under the Defeasance Documents, or (b) paid
in full in advance by Pledgor in connection with the closing of the defeasance
transaction contemplated herein.



(b) Successor Borrower represents and warrants to the other parties hereto, and hereby
covenants for the benefit of such parties, that:





     (i) Successor Borrower is a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Delaware. The
Successor Borrower has all requisite power and authority to carry on its business as
now conducted and as proposed to be conducted, and to enter into and perform its
obligations under this Agreement and the other Defeasance Documents;



 









 






     (ii) the execution and delivery of this Agreement, the assumption of the
Pledgor’s obligations under the Security Agreement and the Account Agreement, and
performance of all of Successor Borrower’s obligations thereunder have been duly
authorized by all necessary and appropriate action of Successor Borrower;




     (iii) no consent or approval of any person, entity, or governmental authority
is required with respect to the execution and delivery of this Agreement by
Successor Borrower or the consummation by Successor Borrower of the transactions
contemplated thereby or the performance by Successor Borrower of its obligations
under this Agreement and the other Defeasance Documents, except such consents or
approvals as have already been obtained;




     (iv) this Agreement, the Security Agreement and the Account Agreement are the
legal, valid and binding obligations of the Successor Borrower, enforceable against
the Successor Borrower in accordance with their respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or other similar laws of general applicability affecting the enforcement of
creditors’ rights;




     (v) The principal place of business of Successor Borrower is located at 1801
California Street, Suite 3700, Denver, Colorado 80202, Attention: NEWCSFBMSC 98-PS2
LLC; telephone: 303-293-8500, facsimile: 303-291-5854 and Successor Borrower’s
taxpayer identification number is 42-1590559;




     (vi) the principal place of business of Successor Borrower has been located at
the above address and Successor Borrower has not changed its name for at least
twelve (12) months prior to the date hereof or, if it has been formed within such
12-month period, since its formation; Successor Borrower shall not establish a new
location for its principal place of business, change its name, or change its
jurisdiction of organization until (A) it has given Pledgee not less than 30 days’
prior written notice of its intention to do so, clearly describing the new location,
name or jurisdiction, and (B) it has provided Pledgee with any information regarding
the new location, name or jurisdiction of organization as Pledgee may request; if
Successor Borrower intends establish a new location for its principal place of
business, change its name or change its jurisdiction of organization, Successor
Borrower shall cooperate with Pledgee in taking all action required by Pledgee to
maintain perfection, priority and validity of the lien of Pledgee in the Pledged
Collateral granted by the Security Agreement;




     (vii) Successor Borrower has no notice or knowledge of any adverse claim, lien
or encumbrance with respect to the Pledged Collateral;




     (viii) Successor Borrower is, has been since the date of its formation, and
shall at all times continue to be, a Single Purpose Entity;



 









 






     (ix) Successor Borrower shall not transfer, pledge or encumber, or permit to be
transferred, pledged or encumbered any direct interest in Successor Borrower or more
than a 49% indirect interest in Successor Borrower (or any direct or indirect
interest in its manager or managing member) without rating agency approval;
provided, however, that in the case of a transfer of more than a 49%
indirect interest in Successor Borrower, if interests in such transferor are traded
on a nationally recognized public exchange, rating agency approval of such transfer
shall not be required in connection with an acquisition by or merger with a
transferee that also is traded on a nationally recognized public exchange;




     (x) Successor Borrower is not insolvent immediately before signing this
Agreement; and




     (xi) At the time of pledge of the Securities to the Pledgee and transfer of the
Securities to Successor Borrower, Successor Borrower does not intend to, or believe
that it will, incur debts that would be beyond its ability to pay as such debts
mature.




   (c) Intermediary hereby acknowledges and confirms that any fees and expenses related to
investments or wire transfers from the Pledged Collateral Account or the Successor Borrower
are included in the fees already paid to Intermediary.



     Section 8. Conditions to Defeasance.



     Subject to the Modification, Waiver and Consent of even date herewith between Pledgor and
Pledgee (the “Waiver”), Pledgor represents, warrants and covenants that it has satisfied
the conditions set forth in the defeasance provisions of the Loan Documents to effectuate the
release of the Real Property from the lien of the Mortgage and the defeasance of the Loan on the
date hereof, or such conditions have been waived in writing by Pledgee. Pledgor will deliver on
the date hereof a Certificate, and Pledgor acknowledges that Successor Borrower will rely on such
Certificate and on the representations set forth herein as a condition to entering into this
Agreement. Pledgor further acknowledges and agrees that all proceeds from the Pledged Collateral
in excess of amounts due under the Defeasance Documents will be used to pay the reasonable expenses
of the Successor Borrower in making the payments due under the Defeasance Documents and managing
its obligations under the Defeasance Documents and any balance will be the sole property of
Successor Borrower.



     Section 9. Modifications.



     This Agreement may not be amended, modified or otherwise changed in any manner, except by a
writing executed by all of the parties to this Agreement. Notwithstanding the foregoing, from and
after the date hereof, any new agreement pertaining to the Loan and any amendment, modification or
extension of the Defeasance Documents may be made solely by Successor Borrower and Pledgee and
shall not require the consent or execution of Pledgor. No such changes will increase Pledgor’s
obligations under the Loan Documents and the Defeasance Documents that continue after the date of
this Agreement as set forth in Section 5 above.



 









 





     Section 10. Approvals.



     Pledgor and Successor Borrower each hereby represents and warrants to Pledgee, with respect to
itself, that such entity has obtained any and all third-party approvals and consents required to be
obtained in connection with the execution and delivery of this Agreement and the performance of
such entity’s obligations hereunder.



     Section 11. Successors and Assigns.



     This Agreement applies to, inures to the benefit of, and binds all parties hereto, their
heirs, legatees, devisees, administrators, executors, and permitted successors and assigns.



     Section 12. GOVERNING LAW; VENUE.



     THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS
BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE, INCLUDING THE
UNIFORM COMMERCIAL CODE AS ADOPTED IN THE STATE BUT OTHERWISE WITHOUT REGARD TO LAWS OF THE STATE
CONCERNING CONFLICTS OF LAWS OR CHOICE OF FORUM.



     PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY IRREVOCABLY SUBMIT TO
PERSONAL JURISDICTION IN THE STATE AND TO THE NON EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR
FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT
OR ANY OTHER DEFEASANCE DOCUMENT OR ANY ACTION RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY OR
THE RELATIONSHIPS CREATED BY OR UNDER THE DEFEASANCE DOCUMENTS (“ACTION”) SHALL, AT THE ELECTION OF
PLEDGEE, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE
ELECTION OF PLEDGEE BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED
IN THE STATE. PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY CONSENT AND
SUBMIT TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE AND OF FEDERAL COURTS LOCATED IN THE
STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVE ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF
ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN THE STATE FOR PURPOSES OF ANY ACTION. PLEDGOR,
PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY WAIVE AND AGREE NOT TO ASSERT, AS A
DEFENSE TO ANY ACTION OR A MOTION TO TRANSFER VENUE OF ANY ACTION, (I) ANY CLAIM THAT IT IS NOT
SUBJECT TO SUCH JURISDICTION; (II) ANY CLAIM THAT ANY ACTION MAY NOT BE BROUGHT AGAINST IT OR IS
NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY THOSE COURTS,
OR THAT IT IS EXEMPT OR IMMUNE FROM



 









 







EXECUTION; (III) THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM; OR (IV) THAT THE VENUE
FOR THE ACTION IS IN ANY WAY IMPROPER.



     Section 13. Entire Agreement.



     This Agreement and the other agreements referred to herein constitute all of the agreements
among the parties relating to the matters set forth herein and supersede all other prior or
concurrent oral or written letters, agreements or understandings with respect to the matters set
forth herein.



     Section 14. Full Force and Effect.



     Except as modified by this Agreement and the other Defeasance Documents, the Loan Documents
shall remain unchanged and in full force and effect.



     Section 15. Counterparts.



     This Agreement may be signed in any number of counterparts by the parties hereto, all of which
taken together shall constitute one and the same instrument.



     Section 16. WAIVER OF TRIAL BY JURY.



     PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY EACH HEREBY AGREES NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY
FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER MAY EXIST WITH REGARD TO THIS
AGREEMENT OR ANY DOCUMENT RELATED THERETO, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY
PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH A RIGHT TO TRIAL BY JURY WOULD OTHERWISE
ACCRUE. PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY EACH IS HEREBY AUTHORIZED
TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACH
OTHER.



     Section 17. Notices.



     All notices or other communications hereunder shall be given in accordance with Section
14 of the Security Agreement, and shall be sent to Successor Borrower and Servicer at the
following addresses:



	 	 	 	 	 
	 

	 	Successor Borrower:
	 	NEWCSFBMSC 98-PS2 LLC
	 

	 	 	 	1801 California Street, Suite 3700,
	 

	 	 	 	Denver, Colorado 80202
	 
	 

	 	Servicer:
	 	GMAC Commercial Mortgage Corporation






 









 






	 	 	 	 	 
	 

	 	 	 	200 Witmer Road Horsham,
	 

	 	 	 	Pennsylvania 19044
	 

	 	 	 	Attention: CSFB Series 1998-PS2 Servicing






(Signatures On Following Page)




 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	 	 	Pledgor:
	 
	 	 	 	 	 	 	 	 
	 	 	CASA MUNRAS HOTEL PARTNERS, L.P., 

a California limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Casa Munras GP, LLC, a California limited

liability company, its general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ JOHN F. ROTHMAN	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	John F. Rothman	 	 
	 

	 	 	 	 	 	Managing Member	 	 






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	 	 	Successor
Borrower:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEWCSFBMSC 98-PS2 LLC, a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Newman SB Holding Co. LLC, a Delaware limited
liability company, its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	GMAC Commercial Holding Capital Corp.,
a Colorado corporation,
its Sole Member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ D. CHEUNG	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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	 	 	Pledgee:
	 
	 	 	 	 	 	 	 	 
	 	 	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, for the Registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 1998-PS2
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	GMAC Commercial Mortgage Corporation,
successor-in-interest to AMRESCO
Services, L.P., as Servicer
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ JILLIAN M. BRITTIN	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Jillian M. Brittin	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Servicer:
	 
	 	 	 	 	 	 	 	 
	 	 	GMAC COMMERCIAL MORTGAGE CORPORATION
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ JILLIAN M. BRITTIN	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: Jillian M. Brittin	 	 
	 

	 	 	 	 	 	Title: Vice President	 	 






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WELLS FARGO BANK, N.A., in its capacity as Securities Intermediary and Custodian (as defined in the
Security Agreement) with respect to the Pledged Collateral, hereby acknowledges the terms and
conditions of, and the transactions effected by, this Agreement, as of the date first above
written.




	 	 	 	 	 
	WELLS FARGO BANK, N.A.
	 
	 	 	 	 
	By:

	 	/s/ KENNETH HOFFMAN	 	 
	 

	 	 	 	 
	 

	 	Name: Kenneth Hoffman	 	 
	 

	 	Title: Assistant Vice President	 	 







 









 








EXHIBIT A

Securities Schedule