EX-10.1






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. Notwithstanding anything in Section 57 of the Deed of Trust, Borrower has requested that
Lender waive the requirement that the Defeasance Pledge and Security Agreement provide that any
excess received by Lender from the Defeasance Collateral over the amounts payable by Borrower under
the Note, be refunded to Borrower promptly after each monthly payment.



L. Borrower has requested that Lender waive compliance with the above-referenced requirements
of Section 57 of the Deed of Trust.



AGREEMENT




NOW THEREFORE, Lender hereby acknowledges and agrees:



1. Waiver.



(i.) The requirements in Section 57 of the Deed of Trust that the Loan be defeased on a
Payment Date, and that Borrower provide not less than thirty (30) days prior written notice of the
Defeasance, hereby are waived.



(ii.) The requirement in Section 57 of the Deed of Trust that Borrower pay all interest
accrued and unpaid under the Note to and including the Defeasance Closing Date hereby is waived.
Interest accruing under the Note from December 11, 2005 through the Defeasance Closing Date will be
paid on (along with the principal portion of the scheduled payment due on) January 11, 2006, from
proceeds of the Securities (as defined in the Security Agreement) and any other funds which will be
deposited into the Pledged Collateral Account (as defined in the Security Agreement) on or prior to
the Defeasance Closing Date.



(iii.) The requirement in Section 57 of the Deed of Trust that Borrower deposit with Lender
the Defeasance Collateral in order that Lender may, as agent for Borrower, purchase direct,
non-callable obligations of the United States of America for the Defeasance, hereby is waived. In
lieu of depositing the Defeasance Collateral with Lender, Borrower shall directly purchase, and
shall pledge and assign to Lender all of Borrower’s right, title and interest in, the Securities
(as defined in the Security Agreement) and other collateral described in the Security Agreement.



(iv.) The requirement in Section 57 of the Deed of Trust that Lender refund to Borrower,
promptly after each monthly payment, any excess received by Lender from the Defeasance Collateral
over the amounts payable by Borrower under the Note is waived.



(v.) All other requirements as set forth in Section 57 of the Deed of Trust shall remain in
full force and effect. The execution and delivery of the Defeasance Documents (as defined in the
Security Agreement) by Lender shall be evidence of Borrower’s satisfaction of all such requirements
of Section 57 of the Deed of Trust or Lender’s waiver thereof.



2. Ratification. Except for the specific waivers and consents set forth above,
nothing herein shall be deemed to be a consent to or waiver or amendment of any covenant or
agreement contained in the Loan Documents or any Defeasance Document, and all such other covenants
and agreements contained in the Loan Documents and the Defeasance Documents are hereby confirmed
and ratified in all respects and shall remain in full force and effect in accordance with their
respective terms.



3. Counterparts. This Modification, Waiver and Consent may be executed in
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute one contract, and shall become effective when copies hereof which, when taken together,
bear the signatures of each of the parties hereto shall be delivered to Lender. Delivery of an
executed counterpart of a signature page to this Modification, Waiver and Consent by facsimile
shall be effective as delivery of a manually executed signature page hereto.



4. Governing Law; Venue: THIS MODIFICATION, WAIVER AND CONSENT, THE CREATION,
ATTACHMENT, PERFECTION, EFFECT OF PERFECTION OR NON-PERFECTION AND PRIORITY OF THE RIGHTS AND
INTERESTS OF PLEDGEE IN THE PLEDGED COLLATERAL, 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.



BORROWER AND LENDER 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
LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE
ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED
IN THE STATE OF NEW YORK. BORROWER AND LENDER 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.
BORROWER AND LENDER 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.



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IN WITNESS WHEREOF, each of the parties hereto has caused this Modification, Waiver and
Consent to be executed and delivered by its duly authorized officer effective as of the date first
above written.




BORROWER:




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





LENDER:




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







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