EX-10.3






DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT




THIS DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is dated as of
December 15, 2005, 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 (together with its successors
and assigns, “Pledgee”), SB FPR HOLDINGS, LLC, a Delaware limited liability company (“Successor
Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national
banking association, as master 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., a national banking association, as Securities Intermediary and Custodian
(“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 FOURTY-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 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 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 the lien of the Deed of Trust and terminate the
Collateral Documents, Pledgor has granted to Pledgee, pursuant to a certain Defeasance Pledge and
Security Agreement, dated as of the date hereof, by and among Pledgor, Pledgee, Servicer and
acknowledged by Intermediary (the “Security Agreement”), a security interest in the Securities,
certain other collateral 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 the Defeasance 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 Pledgee’s release of the lien of the Deed of Trust and termination of
the Collateral Documents 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, together with its interest in the Pledged Collateral, 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
certain of Pledgor’s rights and obligations under the Defeasance Documents, and Servicer, acting on
behalf of Pledgee, has approved Successor Borrower to be the successor entity to assume certain of
Pledgor’s rights and obligations under the Defeasance Documents.



K. Pledgor desires to (i) obtain the release of the lien of the Deed of Trust and terminate
the Collateral Documents, (ii) transfer certain of its rights and obligations under the Defeasance
Documents to Successor Borrower and (iii) obtain a release of certain 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 certain of Pledgor’s rights and obligations under the
Defeasance Documents and acquire Pledgor’s right, title and 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, without limitation, 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 Pledgee and the obligations of Intermediary pursuant to
the Security Agreement and the Defeasance Account Agreement.



Section 3. Assumption of Loan Obligations.



(a) 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: (1) each of the
Secured Obligations and all other covenants, agreements, representations and warranties of Pledgor
under the Defeasance Documents, first arising or accruing on or after the Closing Date, and (2)
each of the obligations, covenants, agreements, representations and warranties of Successor
Borrower contained herein (the failure to comply with Section 3(a)(1) or Section
3(a)(2) shall constitute an Event of Default); 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 have been fully performed
by Pledgor or parties other than Successor Borrower prior to the transfer of the Securities to
Successor Borrower, (iii) 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, (iv) 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 (v) arising under
the Note or other Loan Documents (to the extent that such Loan Documents are incorporated in the
Note), which (1) relate to the use or operation of the Real Property or (2) conflict with any
express covenants or obligations assumed by Successor Borrower under the other Defeasance
Documents; provided, further, however, except as otherwise expressly
provided in Section 3(b) below, 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. Nothing herein is intended to limit or
restrict Pledgee’s rights or remedies with respect to the Pledged Collateral.



(b) Notwithstanding the foregoing, Successor Borrower (but not its members or manager) 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;




(iv) any of the Events of Default described in subparagraphs (vii), (viii), (ix), (x),
(xi) or (xii) 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) the funds in the Pledged Collateral Account being insufficient to satisfy all
obligations due under the Note or under any other Defeasance Document (without taking into
account (a) reinvestment income or (b) failure by any Obligor to satisfy its obligations
under the Securities).



Successor Borrower’s assumption of the obligations of Pledgor as set forth above under the
Defeasance Documents other than the Note is limited to those obligations arising on and after the
date hereof. With respect to the Note, Successor Borrower expressly assumes liability for the
outstanding principal balance of the Loan as of the date hereof and all 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 Defeasance Account Agreement.
Successor Borrower acknowledges that Section 57(d) of the Deed of Trust states that the Loan may
not be prepaid following the consummation of the Defeasance and the release of the Real Property.



(c) Notwithstanding anything to the contrary set forth in Section 3(b), Pledgee shall
have no recourse for any claims, demands, liabilities, deficiencies, losses, damages, judgments,
costs and expenses, including, without limitation, legal fees and expenses, under Section
3(b) or otherwise under the Defeasance Documents against any assets (other than the Pledged
Collateral) of Successor Borrower that have been pledged to Pledgee pursuant to any other
defeasance transaction until such transaction has been paid in full pursuant to which Successor
Borrower becomes the successor borrower under one or more defeased mortgage loans held by Pledgee.



(d) In addition to the rights of Pledgee 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.



(e) Successor Borrower shall deliver to Pledgee, within thirty (30) days after written request
from Pledgee, certification signed by an officer of Successor Borrower or of Successor Borrower’s
managing member or general partner, as applicable, certifying that such officer is familiar with
the activities and operations of Successor Borrower and Successor Borrower’s affiliates and all
transactions entered into by Successor Borrower during the preceding twelve months (or since the
date of Successor Borrower’s formation, if Successor Borrower was formed during such preceding
twelve month period), and that, to such officer’s knowledge, Successor Borrower has conducted
itself as a Single Purpose Entity during such period, has filed all tax returns required to be
filed during such period and has paid all taxes due and payable during such period. If requested
by Pledgee, each such certification shall be accompanied by an original certificate of existence or
good standing issued by the Secretary of State of the jurisdiction of Successor Borrower’s
formation dated not more than thirty (30) days prior to date of such certification. In addition to
any other remedies that Pledgee may have under the Defeasance Documents, in the event of the
failure of Successor Borrower to maintain its status as a Single Purpose Entity in good standing,
Successor Borrower’s failure to file all required tax returns and pay all taxes that it owes or
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.



Section 4. Acknowledgment of Pledgee.



Subject to the satisfaction, or written waiver, of all conditions to defeasance set forth in
the Loan Documents, Pledgee hereby consents to (a) and shall promptly release the Real Property
from the lien of the Deed of Trust, and terminate the Collateral Documents, (b) the transfer of
Pledgor’s rights in the Pledged Collateral and rights and obligations under the Defeasance
Documents to Successor Borrower and (c) the assumption in accordance with Section 3 of
Pledgor’s rights, title and interest in the Pledged Collateral and Pledgor’s rights and obligations
under the Defeasance Documents by Successor Borrower and Pledgee hereby acknowledges that nothing
in this Agreement or the other Defeasance Documents shall be construed as an agreement on the part
of Successor Borrower to assume or be liable for any claim, liabilities or obligations under the
Loan Documents other than those claims, liabilities and obligations under the Note and the claims,
liabilities and obligations under the other Defeasance Documents first arising or accruing on or
after the Closing Date.



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 a failure to satisfy the criteria
for defeasances established by each of the Rating Agencies, Pledgee 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 Closing Date, 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;




(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 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 Environmental Indemnity Agreement, dated December 23, 1997, among
Pledgor and Original Lender or similar instruments executed by Pledgor (or others) in favor
of Pledgee, any other indemnity obligations or any other obligations in the Loan Documents
and Defeasance Documents that, by their terms, survive the release of the lien of the Deed
of Trust;




(vi) 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 (xii) of Section 9(a) of the Security Agreement; or




(vii) INTENTIONALLY DELETED.



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 Pledgee as secured party. Pledgor agrees to file any such release or
termination at its expense.



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 and (ii)
Pledgee and Servicer have no further duty or obligation of any nature relating to the Loan, the
Loan Documents or the Defeasance Documents to Pledgor. The Pledgor 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) except as provided in the Modification, Waiver and Consent Agreement dated as of
the date hereof by and between Pledgor and Pledgee, 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;




(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 matured;




(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(f) of the Defeasance Account Agreement; and




(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, relying on the Accountant’s Letter, represents and warrants to the
other parties hereto, and hereby covenants for the benefit of such parties, that the proceeds of
the Securities (without regard to reinvestment income and assuming no default by any obligor under
the Securities) will be sufficient to make remaining scheduled payments of interest and principal
as required under the Note, including payment of the Note in full on the Maturity Date.



(c) Successor Borrower also represents and warrants to the other parties that:




(i) Successor Borrower is a limited liability company, and is and shall be duly
organized, validly existing and in good standing under the laws of the Delaware. 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 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 and the Defeasance
Account 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 Defeasance Account Agreement are
the legal, valid and binding obligations of Successor Borrower, enforceable against
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 576 Rosedale
Road, Suite 10, Kennett Square, Pennsylvania 19348, Attention: Asset Manager;




(vi) the principal place of business of Successor Borrower has been located at the
above address and Successor Borrower has not changed its name since its formation; Successor
Borrower shall not establish a new location for the 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 formation as Pledgee may request; if
Successor Borrower intends to establish a new location for the 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 managing membership interest in Successor Borrower,
more than a 49% nonmanaging membership interest in Successor Borrower, or more than a 49%
indirect interest in Successor Borrower without Rating Agency confirmation;




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




(xi) At the time of the pledge of the Securities to 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;




(xii) Successor Borrower shall deliver to Servicer and Intermediary an executed
Internal Revenue Service Form W-9 within a reasonable time after the Closing Date; and




(xiii) INTENTIONALLY DELETED



(d) Intermediary hereby acknowledges and confirms that any fees and expenses related to the
Default Permitted Investment or wire transfers from the Pledged Collateral Account to Successor
Borrower or to Servicer 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 Deed of Trust 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 of Borrower in the form attached hereto as Exhibit B, and Pledgor
acknowledges that Successor Borrower will rely on such Certificate of Borrower 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 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 OTHER 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 OF
NEW YORK, INCLUDING THE UCC AND INCLUDING NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND
5-1402 BUT OTHERWISE WITHOUT REGARD TO LAWS OF THE STATE OF NEW YORK CONCERNING CONFLICTS OF LAWS
OR CHOICE OF FORUM.



PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY IRREVOCABLY SUBMIT TO
PERSONAL JURISDICTION IN THE STATE OF NEW YORK 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 (IN EACH
CASE, AN “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 OF NEW YORK. PLEDGOR, PLEDGEE,
SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY CONSENT AND SUBMIT TO THE PERSONAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF FEDERAL COURTS LOCATED IN THE STATE OF
NEW YORK 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 SUCH 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
SUCH PARTY 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 SUCH PARTY 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. 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 at the following addresses:



	 	 	 
	Successor Borrower:

	 	SB FPR Holdings, LLC

576 Rosedale Road, Suite 10






	 	 	 	 	 
	Kennett Square, Pennsylvania
	 	 	19348	 
	Attention: Asset Manager
Section 17.
	 	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 17 IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY EACH OTHER.



[NO FURTHER TEXT ON THIS PAGE]




1




IN WITNESS WHEREOF, each of the parties hereto has caused this Defeasance Assignment,
Assumption and Release Agreement to be executed and delivered by its duly authorized officer
effective as of the date first above written.




PLEDGOR:




FPR HOLDINGS LIMITED PARTNERSHIP, a Delaware limited
partnership




	 	 	 	By:
FPR-GP Holdings, Inc., a Delaware corporation,
its General Partner






By: /s/ Barry H. Bass

Name: Barry H. Bass

Title: Executive Vice President and Chief

Financial Officer





SUCCESSOR BORROWER:




SB FPR HOLDINGS, LLC, a Delaware limited liability




company




	 	 	 	By:
MM FPR Inc, a Delaware corporation, its manager






By: /s/ J. Michael Bontrager

Name: J. Michael Bontrager     

Title: President     





PLEDGEE:




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




	 	 	 	By:
Wachovia Bank, National Association (formerly
First Union National Bank), a national banking
association, as master servicer pursuant to the
Pooling and Servicing Agreement





	 	 	 
	By:

	 	/s/ D. Bryan Gregory
	
 
	 	 
	Name:

	 	D. Bryan Gregory
	
 
	 	 
	Title:

	 	Vice President
	 

	 	 







	 	 	 	SERVICER:






WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First
Union National Bank), a national banking association,
as master servicer pursuant to the Pooling and
Servicing Agreement




By: /s/ D. Bryan Gregory

Name: D. Bryan Gregory

Title: Vice President




Wells Fargo Bank, N.A. acting in its capacity as Securities Intermediary and Custodian with



respect to the Pledged Collateral, hereby acknowledges the terms and conditions of, and the
transactions effected by, this Agreement.




WELLS FARGO BANK, N.A., a national banking
association



	 	 	 
	By: /s/ Denyce Liggitt

	 	

	 
	 	 
	 

	 
	 	 
	Name:

	 	Denyce Liggitt
	
 
	 	 
	Title:

	 	Vice President
	 

	 	 






2




EXHIBIT A




Securities Schedule




3




EXHIBIT B




Form of Certificate of Borrower





4