**EXHIBIT 10.4****DEFEASANCE PLEDGE AND SECURITY AGREEMENT**     **THIS DEFEASANCE PLEDGE AND SECURITY AGREEMENT**(this “***Agreement***”) is dated as of May 9, 2006,by and among WINSTON SPE LLC, a Virginia limited liability company (“***Pledgor***”), WELLS FARGO BANK,N.A. (f/k/a Norwest Bank Minnesota, National Association), a national banking association, astrustee, under the Pooling and Servicing Agreement, dated as of March 1, 1999 (as amended from timeto time, the “***Pooling and Servicing Agreement***”), for the registered holders of DLJ CommercialMortgage Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-CG1, as secured party(together with its successors and assigns, “***Pledgee***”), WACHOVIA BANK, NATIONAL ASSOCIATION, anational banking association (as successor to GE Capital Loan Services, Inc.), as master servicer(“***Servicer***”) under the Pooling and Servicing Agreement and, for the sole purpose of agreeing to theprovisions of **Sections 7, 8, 9, 16, 22 and 25** of this Agreement, WELLS FARGO BANK, N.A., anational banking association as Securities Intermediary (“***Intermediary***”).**RECITALS:**     A. CMF CAPITAL COMPANY, LLC, a Delaware limited liability company (“***Original Lender***”) made aloan to Pledgor in the original principal amount of SEVENTY-ONE MILLION AND 00/100 DOLLARS($71,000,000.00) (the “***Loan***”) pursuant to Loan Agreement, dated November 3, 1998, between Pledgorand Original Lender (the “***Loan Agreement***”).     B. The Loan is evidenced by that certain Promissory Note, dated as of November 3, 1998 (the“***Note***”), from Pledgor to Original Lender.     C. The Loan and Note are secured by the Mortgage (as defined in **Exhibit C**), executedby Pledgor in favor of Original Lender granting to Original Lender, among other things, a lien onthe real properties described in said Mortgage (collectively, the “***Real Property***”) and theCollateral Documents (as defined in **Exhibit D**). The Loan is further evidenced or securedby various other documents executed by Pledgor and others in favor of Original Lender (togetherwith the Collateral Documents, the Loan Agreement, the Note and the Mortgage, the “***LoanDocuments***”).     D. Original Lender assigned all of its right, title and interest in the Loan and the LoanDocuments to Pledgee.     E. Pursuant to the Loan Documents, Pledgor has requested that Pledgee release the lien of theMortgage 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 torelease the liens of the Mortgage and terminate the Collateral Documents that Pledgor grant asecurity interest in the Pledged Collateral (as defined herein) to Pledgee to secure the paymentand 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 and Pledgee agree as follows:**Section 1.****Definitions.**     The following terms shall have the following meanings when used herein. Each capitalized termused 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, Inc., regarding the Securities, including all schedulesthereto, a copy of which is attached to the Defeasance Account Agreement as **Exhibit C**.     “***Anticipated Payment Date***”: December 1, 2008.     “***Book-Entry Securities***”: U.S. Obligations that are (a) “Book-Entry Securities” as defined in31 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 ofHousing 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 theregulations 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.     “***Certificates***”: DLJ Commercial Mortgage Corp., Commercial Mortgage Pass-Through Certificates,Series 1999-CG1.     “***Closing Date***”: May 9, 2006.     “***Custodian***”: Intermediary in its capacity as custodian of the Pledged Collateral Account.     “***Defeasance Account Agreement***”: The Defeasance Account Agreement, dated as of the ClosingDate, 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, SuccessorBorrower, Servicer, and acknowledged by Intermediary.     “***Defeasance Documents***”: This Agreement; the Note; the Loan Agreement; the DefeasanceAssignment, Assumption and Release Agreement; the Defeasance Account Agreement; the Modification,Waiver and Consent, dated as of the Closing Date, by and between Pledgor and Pledgee; theCertificate of Borrower, dated as of the Closing Date, executed by Pledgor; and all financingstatements filed in connection with this Agreement, all as amended, continued or otherwisemodified, provided that for purposes of any assumption by Successor Borrower herein, the Waiver andConsent and Certificate of Borrower shall be excluded from this definition.
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     “***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 theTreasury governing the transfer and pledge of marketable Book-Entry Securities maintained in theform of entries in the TRADES book entry system in the Federal Reserve Bank, as set forth in 31C.F.R. Part 357, as amended, (ii) the United States Department of Housing and Urban Developmentregulations governing the transfer and pledge of securities issued by the FNMA or the FHLMC, ineach case maintained by a Federal Reserve Bank, in the form of entries in the Book-Entry System (asdefined 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, andmaintained by a Federal Reserve Bank in the form of entries in the Book-Entry System (as defined in12 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 itsParticipant’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 anygovernmental or quasi-governmental unit, whether now or hereafter in existence, or any officer orofficial thereof.     “***IRC***”: The Internal Revenue Code of 1986, as amended, and applicable temporary or finalregulations 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 Payment Date.     “***Mortgage***”: Those certain Mortgages listed on **Exhibit C** attached hereto.     “***Note***”: As defined in the Recitals.     “***Obligor***”: Any issuer, guarantor or other obligor with respect to any of the Securities orany Permitted Investment.
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     “***Participant’s Securities Account***”: “Participant’s Securities Account” (as defined in 31C.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 anyagency or political subdivision thereof and any fiduciary acting in such capacity on behalf of anyof 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 of the UCC or as defined in the UniformCommercial Code as in effect in any jurisdiction whose law applies to such proceeds or as definedunder 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 theIRC.     “***Secured Obligations***”: The principal amount of the Note outstanding from time to time, asincreased or decreased as a result of prepayment, modification or otherwise, and all accrued andunpaid interest thereon and all other obligations, expenses, and liabilities due or to become dueto Pledgee under the Defeasance Documents, including without limitation, all costs and expensesincurred by Pledgee in collecting amounts due under the Note and in enforcing the DefeasanceDocuments.     “***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 regulationsof the United States Department of the Treasury (31 C.F.R. Part 357.2 or 12 C.F.R. Part 1511.1) andSection 8-102 of the UCC.
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     “***Security Entitlement***”: As defined as “Security Entitlement” in Section 357.2 of theregulations of the United States Department of the Treasury (31 C.F.R. Part 357.2 or 12 C.F.R. Part1511.1) and in Section 8-102 of the UCC.     “***Single Purpose Entity***”: As defined in **Exhibit B** attached hereto.     “***Successor Borrower***”: SB Winston Holdings, LLC, a Delaware limited liability company, theassignee of Pledgor pursuant to the Defeasance Assignment, Assumption and Release Agreement.     “***TRADES***”: The Treasury/Reserve Automated Debt Entry System of the Federal Reserve Bankpursuant 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 theInvestment Company Act of 1940, as amended (15 U.S.C. 80a-1, et seq.), that are not subject toprepayment, call or early redemption, and are maintained in the form of entries on the books of aFederal Reserve Bank.**Section 2.****Pledge****.**     As collateral security for the Secured Obligations, Pledgor hereby pledges, assigns, transfersand grants to Pledgee a continuing first priority security interest in and lien on all of theright, 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 ofPledgor 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 anyPermitted Investments (the “***Pledged Entitlements***”);     (c) all Proceeds of the Securities and the Pledged Entitlements, including, withoutlimitation, proceeds of any indemnity, warranty or guarantee payable from time to time withrespect to any of the Securities or the Pledged Entitlements, or payments (in any form) made ordue 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 PledgedEntitlements by or on behalf of any Governmental Authority, and any and all other amounts fromtime to time paid or payable under or in connection with any of the Securities or the PledgedEntitlements; and     (d) any and all other (i) funds and Financial Assets and Proceeds thereof now or hereafterdeposited in or credited to Account No. 000-10-38-377 titled “53525600 SB Winston Holdings, LLC(WINSTON SPE, LLC) Defeasance” at Custodian (said account and the related Securities Account, ifseparate, together referred to as the “***Pledged Collateral Account***”), including cash in the amountof $123.26 deposited this date by Pledgor into the Pledged Collateral Account; (ii) interest andearnings on any of the Pledged Collateral including interest that accrues either before or afterthe commencement of any bankruptcy or
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insolvency proceeding by or against Pledgor or Successor Borrower; (iii) present and futureaccounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments anddocuments (as defined in the UCC or in the Uniform Commercial Code as in effect in anyjurisdiction whose law applies to such property) now or hereafter relating or arising withrespect to the Pledged Collateral Account and/or the use thereof; and (iv) cash and non-cashProceeds 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 andperformance in full when due, whether at stated maturity, by acceleration or otherwise, of all ofthe Secured Obligations (including, without limitation, the payment of interest and other amountswhich would accrue and become due but for the filing of a petition in bankruptcy (whether or not aclaim is allowed against Pledgor or Successor Borrower for such interest or other amounts in anysuch bankruptcy proceeding) or the operation of the automatic stay under the United StatesBankruptcy 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 shallnot relieve Pledgor from the performance of any term, covenant, condition or agreement on Pledgor’spart to be performed or observed under or in respect of any of the Pledged Collateral or from anyliability to any Person other than Pledgee under or in respect of any of the Pledged Collateral orimpose any obligation on Pledgee to perform or observe any such term, covenant, condition oragreement to be so performed or observed by Pledgor or impose any liability on Pledgee for any actor omission on the part of Pledgor relating thereto or for any breach of any representation orwarranty to any Person other than Pledgee by Pledgor in respect of the Pledged Collateral or madein connection herewith or therewith. The provisions set forth in this **Section 4** shallsurvive any release of Pledgor by Pledgee set forth in the Defeasance Documents and any terminationof this Agreement.**Section 5.****Further Assurances****.**     Pledgor agrees that, upon 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 andrefile, such lists, descriptions and designations of the Pledged Collateral, copies of documents oftitle, 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 asPledgee may deem reasonably necessary or appropriate, wherever required or permitted by law inorder 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 suchfinancing statements, continuation statements, amendments thereto and other documents, without thesignature of Pledgor, to the fullest extent permitted by applicable law, and Pledgor agrees to dosuch 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 ofthis Agreement, to preserve or protect the lien on the Pledged Collateral created by this Agreementor to assure and confirm unto Pledgee its
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rights, powers and remedies hereunder. The foregoing grant of authority is a power ofattorney coupled with an interest and such appointment shall be irrevocable for the term of thisAgreement. All of the foregoing shall be at the sole cost and expense of Pledgor. The provisionsset forth in this **Section 5** shall survive any release of Pledgor by Pledgee set forth inthe 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 thedate hereof, and as to all Pledged Collateral acquired by it from time to time after the datehereof, will be, the owner of good and marketable title to all of the Pledged Collateral, subjectto the terms of that certain Defeasance Assignment, Assumption and Release Agreement.     (c) No Liens or Other Financing Statements. Except for the liens granted to Pledgeeunder this Agreement and financing statements filed or to be filed with respect to and coveringthe lien granted by Pledgor pursuant to this Agreement, Pledgor holds the Pledged Collateral nowexisting, and will own any of the Pledged Collateral hereafter coming into existence from time totime, 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 andshall defend the Pledged Collateral against all claims and demands of all Persons at any timeclaiming any interest therein adverse to Pledgee; there is no control agreement or financingstatement (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 longas Pledgor remains obligated to pay the Secured Obligations, Pledgor shall not enter into anysuch control agreement or execute, file or authorize to be filed in any public office anyfinancing statement (or similar statement or instrument of registration under the law of anyjurisdiction) or statements relating to the Pledged Collateral.     (d) Perfection. All of the Securities are Book-Entry Securities, and Pledgor hastaken, or caused other Persons to take, all actions necessary to effect the creation andperfection of Pledgee’s security interest in the Securities and other Pledged Collateral, and, asrequired under the UCC, has authorized, and does hereby authorize, to be filed with the Secretaryof State of the jurisdiction of organization of Successor Borrower, a UCC-1 financing statementnaming 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, andother actions taken with respect to the Pledged Collateral pursuant to this Agreement create avalid and continuing, perfected first priority security interest in the Pledged Collateral infavor of Pledgee, pursuant to the UCC, securing the Secured Obligations.     (e) Authorization; Enforceability. Pledgor is a limited liability company, dulyorganized, validly existing and in good standing under the laws of the State of Virginia and isduly qualified to transact business in the states where the Real Property is located. Pledgorhas full power, authority and legal right to enter into this Agreement and to pledge and grant a
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lien on the Pledged Collateral pursuant to this Agreement, and this Agreement has been dulyauthorized, executed and delivered by Pledgor and constitutes the legal, valid and bindingobligation of Pledgor, enforceable against Pledgor in accordance with its terms. Pledgor shallnot be terminated, dissolved or liquidated (as a matter of law or otherwise) prior to the earlierof (i) the date on which Pledgor has transferred all of its right, title and interest in thePledged Collateral in accordance with and as anticipated by the terms of the DefeasanceDocuments, or (ii) the date on which all Secured Obligations have been paid in full andsatisfied.     (f) No Consents, Etc. No authorization, consent, approval, license, qualificationor 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 inconnection 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 PledgedCollateral 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 beenobtained or made concurrently with the execution hereof, including, without limitation, filingsin the appropriate offices under the UCC.     (g) No Breach. Neither the execution and delivery of this Agreement, nor theconsummation of the transactions herein contemplated, nor compliance with the terms andprovisions hereof will conflict with or result in a breach of: (i) Pledgor’s formationagreements, (ii) any applicable law or regulation, or any order, writ, injunction or decree ofany court or Governmental Authority, or (iii) any agreement or instrument to which Pledgor is aparty or by which Pledgor is bound or to which any of the Pledged Collateral is subject, orresult in the creation or imposition of any lien upon Pledgor’s earnings or assets pursuant tothe terms of any such agreement or instrument.     (h) Actions With Respect to Securities. Pledgor shall cause the Securities to becredited to Intermediary’s Participant’s Securities Account maintained at the Federal ReserveBank at which Intermediary maintains a Participant’s Securities Account, and to be identified onthe records of such Federal Reserve Bank as being held for the sole and exclusive account ofIntermediary. Pledgor does hereby (i) direct the Intermediary to credit by book-entry suchSecurities to the Securities Account of Pledgee and hold the same for the sole and exclusiveaccount of Pledgee for the benefit of Pledgee and (ii) direct the Intermediary to send a writtenconfirmation to Pledgee that Intermediary has so credited the Securities to such SecuritiesAccount and is holding the Securities for the sole and exclusive account of Pledgee for thebenefit of Pledgee. Pledgor hereby agrees that Intermediary is the Securities Intermediary atwhich 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 respectto the Pledged Collateral.     (i) Pledged Collateral. The list of the Securities is complete and accurate. Allof the Securities are Book-Entry Securities. On the date hereof, all information set forthherein (including the exhibits hereto), and set forth in the Accountant’s Letter, or otherwiseprovided to Pledgee relating to the Pledged Collateral is, to Pledgor’s knowledge, accurate andcomplete in all material respects. None of the Securities is subject to prepayment call or earlyredemption. All of the Securities are payable in United States Dollars. If the Securitiesinclude securities identified as obligations of:
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 (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 shallcontinue to comply with the covenants set forth in Section 8.28 of the Loan Agreement (or suchother provisions which are substantially similar in form and substance to the covenants containedtherein relating to Pledgor’s status as a single asset entity whose purpose is solely to own andoperate real property) until the earlier of the date on which (i) Pledgor has transferred all ofits right, title and interest in the Pledged Collateral in accordance with the terms of theDefeasance Assignment, Assumption and Release, or (ii) all Secured Obligations have been paid infull and satisfied.     (k) Property Value. The fair market value of the Real Property is greater than theface amount of the Securities; Pledgor has received reasonably equivalent value in exchange forthe 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 refinancingof the Loan which is secured only by the Real Property;     (m) No Intent to Hinder Creditors. The pledge of the Securities to Pledgee and, ifapplicable, the transfer of the Securities to Successor Borrower, are not done in contemplationof insolvency or bankruptcy or with an intent to hinder, delay or defraud any of Pledgor’screditors;     (n) No Insolvency. Pledgor is not insolvent immediately before signing thisAgreement and is not being rendered insolvent by the pledge of the Securities to Pledgee and, ifapplicable, the transfer of the Securities to Successor Borrower;     (o) Not Unreasonably Small Capital. The assets owned by Pledgor immediately aftergiving effect to the pledge of the Securities to Pledgee and, if applicable, the transfer of theSecurities to Successor Borrower represent an amount of capital that is not unreasonably smallfor the business in which Pledgor is engaged, and Pledgor does not intend to engage in any otherbusiness for which such capital would be unreasonably small;     (p) No Intent to Incur Debts Beyond Ability to Pay. At the time of the pledge ofthe Securities to Pledgee and, if applicable, the transfer of the Securities to SuccessorBorrower, Pledgor does not intend to, or believe that it will, incur debts that would be beyondits ability to pay as such debts mature;     (q) Purpose. Pledgor’s purpose in entering into the transactions contemplated bythe Defeasance Documents is to effect a sale or refinance of the Real Property; and     (r) Transfer of Interest in Pledgor. Pledgor will not, and Pledgor will not permitany Person to, sell, assign, transfer, convey, pledge or otherwise dispose of all or any director indirect interest in Pledgor, without the prior written consent of Pledgee, until the earlierof the date on which (i) Pledgor has transferred all of its right, title and interest in thePledged Collateral in accordance with the terms of the Defeasance Documents, or (ii) all SecuredObligations have been paid in full and satisfied.
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**Section 7.****Intermediary Representations, Warranties and Covenants****.**     Intermediary hereby represents, warrants and covenants as of the date hereof that:     (a) it is a Securities Intermediary and will, for so long as it remains a SecuritiesIntermediary hereunder, at all times act in that capacity in connection with the PledgedCollateral;     (b) it is an Eligible Institution (as defined in the Defeasance Account Agreement);     (c) all of the Securities are Book-Entry Securities;     (d) the Securities have been credited to the Participant’s Securities Account maintained byIntermediary at the Federal Reserve Bank;     (e) the Pledged Collateral Account is, and will at all times be maintained as, a SecuritiesAccount;     (f) it maintains Security Entitlements with respect to and in the full face amount of theSecurities on the records of the Federal Reserve Bank free and clear of any liens, claims,interest or encumbrances;     (g) the Pledged Entitlements have been and will continue to be credited by accurate bookentry to, and maintained in, the Pledged Collateral Account maintained by Intermediary for thebenefit of Pledgee, and Pledgee is the holder of all Security Entitlements with respect to theSecurities;     (h) it has accepted, and will at all times maintain, possession of all of the PledgedCollateral and the Pledged Collateral Account at its offices, currently located in Phoenix,Arizona; provided however, in the event Intermediary intends to move the Pledged Collateral orthe Pledged Collateral Account to another location, it shall provide Pledgee with thirty (30)days prior written notice and the Intermediary shall cooperate with Pledgee in ensuring Pledgee’sperfected security interest in the Pledged Collateral Account as required under the UCC,including, without limitation, the execution of any and all documents required to continuePledgee’s perfected security interest in the Pledged Collateral Account;     (i) Pledgee has and shall continue to have “control” (as defined in Section 8-106 of theUCC) over the Securities, the Pledged Entitlements and the other Pledged Collateral;     (j) it has received no notice of, and has no actual knowledge of, any “adverse claim” (asdefined in the UCC) or lien or encumbrance (other than the lien created by the DefeasanceDocuments) as to the Pledged Collateral (including, but not limited to, any claim, lien orencumbrance in favor of the United States or any state);     (k) each item of property (including, but not limited to, any item of “investment property”(as defined under the UCC), security instrument or cash, and every Security Entitlement in any ofthe foregoing) credited to the Pledged Collateral Account shall be treated by Intermediary as aFinancial Asset subject to this Agreement; and
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     (l) without limitation of any of the foregoing, it shall comply with all written EntitlementOrders originated by Pledgee without consent of Pledgor or any other Person, and shall not acceptEntitlement Orders from any Person other than Pledgee except as authorized in writing by Pledgee.**Section 8.****Covenants Concerning the Pledged Collateral****.**     Intermediary and Pledgor hereby covenant, each as to itself, that:     (a) Waiver of Liens. It waives and releases, solely for the benefit of Pledgee, anyand all claims, liens, encumbrances or rights of set off that it may now or hereafter haveagainst the Pledged Collateral or any portion thereof.     (b) Protection of Pledgee’s Security. It shall not take any action that impairs therights of Pledgee in the Pledged Collateral or the perfection of the security interests createdhereunder.     (c) Payments. So long as no Event of Default shall have occurred and be continuing,all distributions, cash, interest, earnings, return of capital or other payments made in respectof the Pledged Collateral shall be deposited in the Pledged Collateral Account and utilized inaccordance with the provisions of the Defeasance Documents (which utilization shall include,without limitation, the payment of scheduled installments due under the Note and the finalpayment on the Maturity Date). At all times, whether before or during the continuation of anyEvent of Default, all rights to enforce and collect payments in respect of the Pledged Collateralor to direct the disposition thereof shall be exercised exclusively by Pledgee and the proceedsof any such exercise shall be applied to Pledgor’s obligations under the Defeasance Documents.In the event that any payments in respect of the Pledged Collateral are made directly to Pledgor,Pledgor shall hold such amounts as agent and trustee for Pledgee, segregate all amounts receivedpursuant thereto in a separate account and pay such amounts promptly to or as directed byPledgee.     (d) Transfers or Liens. It shall not (i) sell, convey, assign or otherwise disposeof, or grant any option, right or warrant with respect to, any of the Pledged Collateral exceptto the extent Intermediary is permitted or required to transfer its rights and obligations to asuccessor intermediary pursuant to **Section 4 and Section 7** of the Defeasance AccountAgreement, or (ii) create or, by its action or inaction, permit to exist any lien upon or withrespect to any Pledged Collateral, except for the lien of this Agreement.     (e) Jurisdiction. Notwithstanding anything to the contrary contained herein, thePledgor and the Intermediary agree that the State of New York is the “securities intermediary’sjurisdiction” for purposes of UCC Sections 8-110(e) and 9-305(a)(3).**Section 9.****Event of Default; Remedies Upon Default; Obtaining the Pledged Collateral Upon Event of Default****.**     (a) The occurrence and continuation of one or more of the following shall constitute an“***Event of Default***” hereunder:     (i) any default in the payment when due of any principal of or interest on the Note,including the entire balance of the Note on the Maturity Date, or default in the
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payment when due of any other amount payable with respect to the Secured Obligationsother than any action or failure to act on the part of Pledgee or the Servicer; or     (ii) any representation, warranty or certification made by any Person for the benefitof Pledgee in any Defeasance Document (or in any modification or supplement thereto), or inany certificate, report, financial statement or other item furnished to Pledgee inconnection with this transaction shall prove to have been false or misleading in anymaterial respect as of the time made or furnished and, if this shall be a result of conductof a party other than Pledgor or Successor Borrower, such default results, or is likely inPledgee’s reasonable determination to result, in a default under **Section ****9(a)(i)**; or     (iii) any of the Defeasance Documents shall be rescinded other than as a result of thetermination of the Defeasance Account Agreement by Pledgee or declared null and void, orshall fail to create or perfect the liens, rights, powers and privileges purported to becreated thereby (including a perfected security interest in and lien on all of the PledgedCollateral, subject to no equal or prior lien) and, if this shall be a result of conduct ofa party other than Pledgor and/or Successor Borrower, such default results, or is likely inPledgee’s reasonable determination to result, in a default under **Section ****9(a)(i)**; or     (iv) the Pledged Collateral or any part thereof or interest therein or any direct orindirect interest in Pledgor (except as otherwise permitted in **Section 6(r)** above)or Successor Borrower becomes subject to any security interest, pledge, covenant, lien, orother encumbrance whether junior or senior to the interest of Pledgee, subject to theset-off terms of **Section 9** of the Defeasance Account Agreement following payment ofthe Note; or     (v) the Pledged Collateral or any part thereof or interest therein, or any direct orindirect interest in Pledgor (except as otherwise permitted in **Section 6(r)** above),or any managing membership interest in Successor Borrower, or, without Rating Agencyconfirmation, more than a 49% direct or indirect nonmanaging interest in Successor Borroweris sold, assigned, transferred, conveyed or otherwise disposed of or is the subject of anyattempted sale, assignment, transfer or conveyance without written consent of Pledgee; or     (vi) Any party to the Defeasance Documents other than Pledgee shall default in theperformance of any of the other obligations to Pledgee under the Defeasance Documents andsuch default shall continue unremedied for a period of thirty (30) days after notice thereofand, if this shall be a result of conduct of a party other than Pledgor or SuccessorBorrower, such default results, or, in Pledgee’s reasonable determination, is likely toresult in a default under **Section ****9(a)(i)**; or     (vii) Successor Borrower shall admit in writing its inability to, or be generallyunable to, pay its debts as such debts become due; or     (viii) Successor Borrower shall (i) apply for or consent to the appointment of, or thetaking of possession by, a receiver, custodian, trustee or liquidator of itself or all or asubstantial part of its property, (ii) make a general assignment for the benefit of itscreditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as
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now or hereafter in effect), (iv) file a petition as debtor or seeking to takeadvantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up,or composition or readjustment of debts, (v) fail to controvert in a timely and appropriatemanner, or acquiesce in writing to, any petition filed against it in an involuntary caseunder the United States Bankruptcy Code, or (vi) take any action for the purpose ofeffecting any of the foregoing; or     (ix) Successor Borrower shall at any time cease to be a Single Purpose Entity; or     (x) a proceeding or case shall be commenced, without the application or consent ofSuccessor Borrower, in any court of competent jurisdiction, seeking (i) its liquidation,reorganization, dissolution or winding-up, or the composition or readjustment of its debts;(ii) the appointment of a trustee, receiver, custodian, liquidator or the like of SuccessorBorrower of all or any substantial part of its assets; (iii) similar relief in respect ofSuccessor Borrower under any law relating to bankruptcy, insolvency, reorganization,winding-up, or composition or adjustment of debts, and such proceeding or case shallcontinue undismissed, or an order, judgment or decree approving or ordering any of theforegoing shall be entered and continue unstayed and in effect, for a period of sixty (60)or more days; or (iv) an order for relief against Successor Borrower shall be entered in aninvoluntary case under the United States Bankruptcy Code; or     (xi) in any proceeding under the United States Bankruptcy Code (as now or hereafter ineffect) in which Pledgor or Intermediary is debtor or under any other law relating tobankruptcy, insolvency, reorganization, winding-up, composition or readjustment of debts, orfraudulent conveyances with respect to Pledgor’s assets or assets held by Intermediary, anyaspect of the transaction effected pursuant to the Defeasance Documents, or any exercise byPledgee of its rights or remedies thereunder, is challenged, voided, rescinded or set aside,or is subject to any stay or injunction; or     (xii) Successor Borrower shall be terminated, dissolved or liquidated (as a matter oflaw or otherwise); or proceedings shall be commenced by or on behalf of any Person seekingthe termination, dissolution or liquidation of Successor Borrower; or     (xiii) Successor Borrower shall take any action that (a) causes any REMIC formedpursuant to the Pooling and Servicing Agreement to lose its status as a REMIC or (b)subjects any such REMIC to any tax under Chapter I, Subchapter M of the IRC.     (b) If an Event of Default shall have occurred and be continuing, then and in every suchcase, Pledgee may, at its sole option, take any one or more or all of the following actions:     (i) instruct the Obligor or Obligors on the Securities or any agreement, instrument orother obligation constituting Pledged Collateral to make any payment required by the termsof such instrument, agreement or obligation directly to or as directed by Pledgee;     (ii) cause all book entries in the records of Intermediary or Federal Reserve Bank withrespect to the Securities to be changed or modified to show Pledgee or a designee of Pledgeeas the record owner of the Securities;
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     (iii) exercise all the rights and remedies of a secured party under the UCC withrespect to the Pledged Collateral;     (iv) seek specific performance of, or enjoin actions in violation of, any party’sobligations to Pledgee under the Defeasance Documents; and     (v) exercise all other available rights, privileges and remedies, at law or in equity,with respect to the Pledged Collateral, and may exercise such rights and remedies either inthe name of Pledgee or in the name of Pledgor for the use and benefit of Pledgee to thefullest extent permitted by applicable law.     (c) The proceeds of the exercise by Pledgee of any remedy hereunder shall be paid to Pledgeeand applied, in such order of priority and amounts as Pledgee in its discretion shall deemproper, to the payment of all costs and expenses of any suit and of all proper compensation,expenses, liabilities and advances, including expenses and attorneys’ fees, owed to, incurred by,or made by Pledgee and all taxes, assessments or liens superior to the lien hereof; to thepayment of all amounts due and owing in respect of the Secured Obligations; to the payment of theexpenses of the Pledgee or Servicer or any other party to the Pooling and Servicing Agreementwith respect to its obligations thereunder; and the balance, if any, to Pledgor or to anotherPerson lawfully entitled thereto as determined by a court of competent jurisdiction.     (d) The parties acknowledge and agree that the Securities are sold on a recognized marketand, accordingly, Pledgee need not furnish Pledgor with notice of its intention to sell theSecurities. If, however, applicable law requires such notice, then upon the occurrence andduring the continuance of an Event of Default, Pledgee may, upon ten (10) business days’ priorwritten notice to Pledgor of the time and place, (except as provided to the contrary in the finalsentence of this paragraph), sell, assign or otherwise dispose of all or any part of the PledgedCollateral or any part thereof that shall then be in, or shall thereafter come into, thepossession, custody or control of Pledgee or any of its agents, at such place or places asPledgee deems appropriate, and for cash or for credit or for future delivery, at public orprivate sale, without demand of performance or notice of intention to effect any such dispositionor of the time or place thereof (except such notice as is required above or required byapplicable statute, and cannot be waived), and Pledgee or anyone else may be the purchaser,assignee or recipient of any or all of the Pledged Collateral so disposed of at any public sale(or, to the extent permitted by law, at any private sale) and thereafter hold the sameabsolutely, free from any claim or right of any kind, including any right of equity of redemption(statutory or otherwise) of Pledgor, and Pledgor hereby expressly waives and releases any suchdemand of performance, notice (other than the notice set forth above and any non-waiveablestatutory notice) and right of equity of redemption. Pledgee may, without notice or publication,adjourn any public or private sale or cause the same to be adjourned from time to time byannouncement at the time and place fixed for the sale, and such sale may be made at any time orplace to which the sale may be so adjourned.     The proceeds of each collection, sale or other disposition under this **Section 9(d)**shall be applied in accordance with **Section 9(c)** hereof.     (e) Private Sale. Pledgee shall incur no liability as a result of the sale of thePledged Collateral, or any part thereof, at any private sale pursuant to **Section 9(d)**hereof conducted in
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a commercially reasonable manner and in accordance with the UCC. Pledgor hereby waives anyclaims against Pledgee arising by reason of the fact that the price at which the PledgedCollateral may have been sold at any such private sale was less than the price that might havebeen obtained at a public sale or was less than the aggregate amount of the Secured Obligations,even if Pledgee accepts the first offer received and does not offer the Pledged Collateral tomore than one offeree.**Section 10.****No Waiver; Cumulative Remedies****.**     (a) No failure on the part of Pledgee to exercise, no course of dealing with respect to, andno delay on the part of Pledgee in exercising, any right, power or remedy hereunder shall operateas a waiver thereof. No single or partial exercise of any such right, power or remedy hereundershall preclude any other or further exercise thereof or the exercise of any other right, power orremedy. The remedies herein provided are cumulative and are not exclusive of any remediesprovided at law or in equity.     (b) In the event Pledgee shall have instituted any proceeding to enforce any right, power orremedy under this Agreement, and such proceeding shall have been discontinued or abandoned forany reason or shall have been determined adversely to Pledgee, then and in every such case,Pledgor, Pledgee and each other party to any of the Defeasance Documents shall be restored totheir respective former positions and rights hereunder with respect to the Pledged Collateral,and all rights, remedies and powers of Pledgee shall continue as if no such proceeding had beeninstituted.**Section 11.****Pledgee and Servicer May Perform; Pledgee and Servicer Appointed Attorney-in-Fact****.**     If Pledgor fails to do any act or thing that it has covenanted to do hereunder or if anywarranty on the part of Pledgor contained herein shall be breached and such breach continues beyondany applicable grace period, Pledgee or Servicer may (but shall not be obligated to), upon priorwritten notice to Pledgor specifying the action to be taken, do the same or cause it to be done orremedy any such breach, and may expend funds for such purpose. Any and all amounts so expended byPledgee or Servicer (including, but not limited to, reasonable legal expenses and disbursements)shall be paid by Pledgor promptly upon demand therefor, with interest at the default rate specifiedin the Note, during the period from the date on which such payment is made to and including thedate of repayment. Pledgor hereby authorizes Pledgee and Servicer and appoints Pledgee andServicer as its attorneys-in-fact, with full authority in the place and stead of Pledgor and in thename of Pledgor, or otherwise, from time to time in Pledgee’s or Servicer’s reasonable discretionto take any action and to execute any instrument which is consistent and in accordance with theterms of this Agreement and the other Defeasance Documents and which Pledgee or Servicer may deemreasonably necessary or advisable to accomplish the purposes of this Agreement and the otherDefeasance Documents. The foregoing grant of authority is a power of attorney coupled with aninterest and such appointment shall be irrevocable for the term of this Agreement. Pledgor herebyratifies all actions that such attorney shall lawfully take or cause to be taken in accordance withthis **Section 11**.
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**Section 12.****Modification in Writing****.**     This Agreement, and any provisions hereof, may not be modified, amended, waived, extended,changed, discharged or terminated orally or by any act or failure to act on the part of Pledgor orPledgee, but only by an agreement in writing and signed by Pledgor, Pledgee, and, with respect toany modification to any of **Sections 7, 8, 9, 16, 22 and 25**, the Intermediary. Anyamendment, modification or supplement of or to any provision of this Agreement, any waiver of anyprovision of this Agreement, and any consent to any departure by Pledgor from the terms of anyprovision of this Agreement shall be effective only in the specific instance and for the specificpurpose for which made or given. Except where notice is specifically required by this Agreement orthe other Defeasance Documents, no notice to or demand on Pledgor in any case shall entitle Pledgorto any other or further notice or demand in similar or other circumstances.**Section 13.****Termination; Release****.**     When all of the Secured Obligations have been satisfied, performed in full, and released, thisAgreement shall terminate. Upon termination of this Agreement or any release of Pledged Collateralin accordance with the provisions of the Defeasance Documents, Pledgee shall upon the request andat the sole cost and expense of Pledgor forthwith assign, transfer and deliver, and shall directIntermediary, to assign, transfer and deliver, to Pledgor against receipt and without express orimplied recourse to or warranty by Pledgee (i) such of the Pledged Collateral to be released as maybe in possession of Pledgee or Intermediary and as shall not have been sold or otherwise appliedpursuant to the terms hereof, and (ii) proper instruments (including UCC termination statements)acknowledging the termination of this Agreement or the release of such Pledged Collateral, as thecase may be.**Section 14.****Notices****.**     All notices or other communications hereunder by any party to any other party shall be inwriting and shall be delivered by first class certified mail, postage prepaid, return receiptrequested or by nationally-recognized commercial overnight courier. Such notices or communicationsshall be deemed to be received by the addressee on the third (3rd) business day following the daysuch notice is deposited with the United States postal service first class certified mail, postageprepaid, return receipt requested, or on the first (1st) business day after deposit with suchovernight courier, in either case addressed to the address set forth below for the party to whomsuch notice is to be given, or to such other address as Pledgor, Pledgee, Servicer or Intermediary,as the case may be, shall in like manner designate in writing.       Pledgor: Winston SPE LLC    2209 Century Drive, Suite 300    Raleigh, North Carolina 27612       Intermediary: Wells Fargo Bank, N.A.    100 West Washington Street, 8th Floor    MAC S4101-080    Phoenix, Arizona 85003    Attn: Eunice Ortega – Winston Hotels Defeasance
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       Pledgee: Wells Fargo Bank, N.A. (f/k/a Norwest Bank Minnesota, National Association), asTrustee for the registered holders of the DLJ Commercial Mortgage Corp., CommercialMortgage Pass-Through Certificates, Series 1999-CG1    c/o Wachovia Bank, National Association    8739 Research Drive – URP4, NC1075    Charlotte, North Carolina 28288                            (28262 for overnight mail)       Servicer: Wachovia Bank, National Association    8739 Research Drive – URP4, NC1075    Charlotte, North Carolina 28288                            (28262 for overnight mail)**Section 15.****Continuing Security Interest; Assignment****.**     This Agreement shall create a continuing security interest in the Pledged Collateral and shall(i) be binding upon each party hereto and each of its successors and assigns, and (ii) inure to thebenefit of Pledgee and its successors and assigns. Without limiting the generality of theforegoing clause (ii), Pledgee may assign or otherwise transfer any of the Secured Obligations toany other Person, and such other Person shall thereupon become vested with all the benefits inrespect thereof granted to Pledgee, herein or otherwise. Pledgor shall not, without the writtenconsent of Pledgee and, if necessary, each Rating Agency, assign its rights and obligations underthis Agreement; provided, however, that Pledgor may assign certain of its rightsand obligations under this Agreement to Successor Borrower, pursuant to the Defeasance Assignment,Assumption and Release Agreement.**Section 16.****GOVERNING LAW; VENUE****.**     THE STATE OF NEW YORK SHALL BE THE “SECURITIES INTERMEDIARY’S JURISDICTION” AS DEFINED IN THEFEDERAL BOOK-ENTRY REGULATIONS AND THE UCC.     THIS AGREEMENT, THE CREATION, ATTACHMENT, PERFECTION, EFFECT OF PERFECTION OR NON-PERFECTIONAND PRIORITY OF THE RIGHTS AND INTERESTS OF PLEDGEE IN THE PLEDGED COLLATERAL, AND ALL OTHER RIGHTSAND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED ANDENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING THE UCC AND INCLUDING NEWYORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 BUT OTHERWISE WITHOUT REGARD TO LAWS OF THESTATE OF NEW YORK CONCERNING CONFLICTS OF LAWS OR CHOICE OF FORUM.     PLEDGOR, PLEDGEE, SERVICER AND INTERMEDIARY HEREBY IRREVOCABLY SUBMIT TO PERSONAL JURISDICTIONIN THE STATE OF NEW YORK AND TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE OR FEDERALCOURT SITTING IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF ORRELATING TO THIS AGREEMENT.
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JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS AGREEMENT OR ANY OTHER DEFEASANCEDOCUMENT OR ANY ACTION RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIPSCREATED BY OR UNDER THE DEFEASANCE DOCUMENTS (IN EACH CASE, AN “***ACTION***”) SHALL, AT THE ELECTION OFPLEDGEE, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THEELECTION OF PLEDGEE BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATEDIN THE STATE OF NEW YORK. PLEDGOR, PLEDGEE, SERVICER AND INTERMEDIARY HEREBY CONSENT AND SUBMIT TOTHE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF FEDERAL COURTS LOCATED INTHE STATE OF NEW YORK IN CONNECTION WITH ANY ACTION AND HEREBY WAIVE ANY AND ALL PERSONAL RIGHTSUNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANYACTION. PLEDGOR, PLEDGEE, SERVICER AND INTERMEDIARY HEREBY WAIVE AND AGREE NOT TO ASSERT, AS ADEFENSE TO ANY ACTION OR A MOTION TO TRANSFER VENUE OF ANY ACTION, (I) ANY CLAIM THAT SUCH PARTY ISNOT SUBJECT TO SUCH JURISDICTION; (II) ANY CLAIM THAT ANY ACTION MAY NOT BE BROUGHT AGAINST IT ORIS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY THOSECOURTS, OR THAT SUCH PARTY IS EXEMPT OR IMMUNE FROM EXECUTION; (III) THAT THE ACTION IS BROUGHT INAN INCONVENIENT FORUM; OR (IV) THAT THE VENUE FOR THE ACTION IS IN ANY WAY IMPROPER.**Section 17.****Severability of Provisions****.**     Any provision of this Agreement which is prohibited or determined by a court of law to beunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions hereof oraffecting the validity or enforceability of such provision in any other jurisdiction.**Section 18.****Execution in Counterparts****.**     This Agreement and any amendments, waivers, consents or supplements hereto may be executed inany number of counterparts and by different parties hereto in separate counterparts, each of whichwhen so executed and delivered shall be deemed to be an original, but all such counterparts shallconstitute one and the same Agreement.**Section 19.****Headings****.**     The Section headings used in this Agreement are for convenience of reference only and shallnot affect the construction of this Agreement.**Section 20.****Entire Agreement; Successors and Assigns****.**     This Agreement, together with those other agreements referenced herein, constitutes the entireagreement and understanding of the parties hereto with respect to the matters and transactionscontemplated hereby and supersedes all prior agreements and understandings whatsoever relating tosuch matters and transactions. This Agreement shall be binding upon and,
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subject to **Section 15** above, shall inure to the benefit of the successors and assignsof the parties hereto.**Section 21.****Limitation on Duty of Pledgee in Respect of Collateral****.**     Beyond the exercise of reasonable care in the custody thereof, Pledgee shall have no duty asto any Pledged Collateral in its possession or control or in the possession or control of any agentor bailee or any income thereon or as to the preservation of rights against prior parties or anyother rights pertaining thereto. Pledgee shall be deemed to have exercised reasonable care in thecustody and preservation of the Pledged Collateral in its possession if the Pledged Collateral isaccorded treatment substantially equal to that which it accords its own property, and shall not beliable or responsible for any loss or damage to any of the Pledged Collateral, or for anydiminution in the value thereof, by reason of the act or omission of any agent or bailee selectedby Pledgee in good faith.**Section 22.****Indemnification****.**     Pledgor agrees to indemnify Pledgee, Intermediary and Servicer and hold Pledgee, Intermediaryand Servicer harmless from and against any and all liabilities, losses, damages, costs and expensesof any kind, including, without limitation, the reasonable fees and disbursements of counsel, whichmay be incurred by Pledgee, Intermediary or Servicer arising out of or in connection with its orPledgor’s actions or failure to act under any of the Defeasance Documents or in connection with anyinvestigative, administrative or judicial proceedings (whether or not Pledgee, Intermediary orServicer shall be designated a party thereto) relating to or arising out of this Agreement, thePledged Collateral or the other Defeasance Documents (including, without limitation, any suchproceeding by Pledgor against Pledgee, Intermediary or Servicer or by Pledgee, Intermediary orServicer against Pledgor); provided, however, none of Pledgee, Intermediary orServicer shall have the right to be indemnified hereunder for its own negligence or willfulmisconduct as determined by a court of competent jurisdiction. This **Section 22** shallsurvive the termination of this Agreement and the discharge of the obligations of the Pledgor, itssuccessors and assigns under this Agreement.**Section 23.****Authority****.**     Any Person executing this Agreement in a fiduciary or other representative capacity representsthat it has full power and authority to do so and that any applicable or required court,partnership, corporate or other authority has been duly and properly given and continues as of thedate hereof.**Section 24.****Insufficient Funds****.**     If, at any time the funds available in the Pledged Collateral Account are insufficient tosatisfy all obligations then due under the Note or under any other Defeasance Document, Pledgorshall, immediately upon receipt of written notice, deposit into the Pledged Collateral Account, anamount sufficient to pay the entire shortfall.**Section 25.****Waiver of Trial by Jury****PLEDGOR, PLEDGEE, SERVICER AND INTERMEDIARY EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANYISSUE TRIABLE OF RIGHT BY JURY,**
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**AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW ORHEREAFTER 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 BYJURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY PLEDGOR, PLEDGEE, SERVICER AND INTERMEDIARY, AND ISINTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH A RIGHT TO TRIAL BYJURY WOULD OTHERWISE ACCRUE. PLEDGOR, PLEDGEE, SERVICER AND INTERMEDIARY EACH IS HEREBY AUTHORIZEDTO FILE A COPY OF THIS SECTION 25 IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY EACHOTHER.****[NO FURTHER TEXT ON THIS PAGE]**
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     **IN WITNESS WHEREOF,**each of the parties hereto has caused this Defeasance Pledge and SecurityAgreement to be executed and delivered by its duly authorized representative effective as of thedate first above written.          **PLEDGOR****:**         WINSTON SPE LLC, a Virginia limited liability company         By: Winston Manager Corporation, a Virginia corporation, its managing member           By: /s/ Brent V. West           Name: Brent V. West    Title: Vice President
 

 
          **PLEDGEE****:**         WELLS FARGO BANK, N.A. (f/k/a Norwest Bank Minnesota,National Association), as trustee for the registeredholders of DLJ Commercial Mortgage Corp., CommercialMortgage Pass-Through Certificates, Series 1999-CG1         By: Wachovia Bank, National Association, a nationalbanking association, as successor to GE CapitalLoan Services, Inc., as master servicer           By: /s/ D. Bryan Gregory           Name: D. Bryan Gregory    Title: Vice President         **SERVICER****:**         WACHOVIA BANK, NATIONAL ASSOCIATION, a nationalbanking association, as successor to GE Capital LoanServices, Inc., as master servicer         By: /s/ D. Bryan Gregory       Name: D. Bryan Gregory  Title: Vice President
 

 
     Wells Fargo Bank, N.A., acting in its capacity as Securities Intermediary, hereby acknowledgesits agreement to be bound by the provisions set forth in **Sections 7, 8, 9, 16, 22, and 25**of this Agreement.        WELLS FARGO BANK, N.A.,  a national banking association       By: /s/ Mark D. Petrasso       Name: Mark D. Petrasso  Title: Vice President
 

 
**EXHIBIT A****Securities**
 

 
**EXHIBIT B****Definition of Single Purpose Entity**          “***Single Purpose Entity***” means for the Successor Borrower, the single purpose entityrequirements outlined in its operating agreement, or for other parties a business trust,corporation, limited partnership, or limited liability company (for purposes of this definition,the “***Entity***”) which, at all times since its formation and thereafter for so long as any of theSecured Obligations remain outstanding and not discharged in full:     (a) was and will be organized solely for the purpose of owning the Pledged Collateral andperforming and complying with the Defeasance Documents, and has not and will not engage in anybusiness unrelated to such purposes other than other transactions by which such Entity becomesthe successor borrower under one or more defeased loans held by Pledgee (a “***DefeasanceTransaction***”) and holding pledged collateral relating thereto;     (b) has not and will not have any assets other than cash, the Pledged Collateral and pledgedcollateral held in connection with other Defeasance Transactions;     (c) has not and will not transfer, convey, grant, assign or pledge or permit the transfer,conveyance, granting, assignment or pledge of any of (i) the Pledged Collateral or any interesttherein except as provided in the Defeasance Documents or (ii) any of its assets or any interesttherein except in favor of Pledgee and subject to the defeasance documents with Pledgee relatingto other Defeasance Transactions;     (d) has not and will not fail to correct any misunderstanding by a third party regarding theseparate identity of such Entity when such Entity is aware of such misunderstanding;     (e) has not permitted, cooperated with or sought involuntarily and will not permit,cooperate with or seek involuntarily the occurrence of any (i) bankruptcy, insolvency orreorganization petition or any relief under any laws relating to the relief from debts or theprotection of debtors generally; (ii) the appointment of a receiver, liquidator, assignee,trustee, sequestrator, custodian or any similar official; or (iii) assignment for the benefit ofcreditors with respect to any beneficiary, partner or member of the Entity;     (f) has maintained and will maintain its accounts, books and records separate from any otherperson or entity;     (g) has maintained and will maintain its books, records, resolutions and agreements asofficial records;     (h) has not commingled and will not commingle its funds or assets with those of any otherperson or entity;     (i) has held and will hold its assets in its own name;     (j) has conducted and will conduct its business in its name;
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     (k) has maintained and will maintain its financial statements, accounting records and otherentity documents separate from any other person or entity;     (l) has paid and will pay its own liabilities out of its own funds and assets;     (m) has observed and will observe all trust, partnership, corporate or limited liabilitycompany formalities, as applicable;     (n) has maintained and will maintain an arms-length relationship with its affiliates;     (o) has and will have no obligations other than the obligations under the DefeasanceDocuments and in connection with other Defeasance Transactions;     (p) has not and will not assume any contingent obligations;     (q) has not acquired and will not acquire obligations or securities of its beneficiaries,partners, members or shareholders (as the case may be);     (r) has allocated and will allocate fairly and reasonably shared expenses with anyaffiliates, including, shared office space, and uses separate stationery, invoices and checks;     (s) has not and will not pledge its assets for the benefit of any other person or entityother than to Pledgee pursuant to the Defeasance Documents and the defeasance documents for theother Defeasance Transactions;     (t) has held and identified itself and will hold itself out and identify itself as aseparate and distinct entity under its own name and not as a division or part of any other personor entity;     (u) has not made and will not make loans to any other person or entity;     (v) has not and will not identify its beneficiaries, partners, members or shareholders (asthe case may be), or any affiliates of any of them as a division or part of it;     (w) has not entered and will not enter into or be a party to, any transaction other than (i)the transactions described in the Defeasance Documents and (ii) other Defeasance Transactions;     (x) has paid and will pay the salaries of its own employees from its own funds;     (y) has maintained and will maintain adequate capital in light of its contemplated businessoperations;     (z) if such Entity is a limited liability company or limited partnership, then such Entityshall continue (and not dissolve) for so long as a solvent member or partner, as applicable,exists, and such Entity’s organizational documents shall so provide;     (aa) has incorporated these Single Purpose Entity provisions, or materially similarprovisions (as determined by Pledgee), into its organizational documents together with a
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provision requiring the prior written consent of the Pledgee to change, waive or amend anyof such provisions for so long as the Secured Obligations remain outstanding; and     (bb) will conduct its business so that the assumptions made with respect to such Entity inany “substantive non-consolidation” opinion letter delivered in connection with the assignmentand assumption described hereunder will continue to be true and correct in all respects.In addition to the foregoing, for so long as any of the Secured Obligations remain outstanding andnot discharged in full, such Entity will have an independent trustee, director or manager, or atrustee, general partner or manager that is a corporation that has among its directors anindependent director, and the organizational documents for such Entity will provide that, withoutthe unanimous consent of all trustees, managers, partners, or directors, including such independenttrustee, director or manager, no person shall have authority on behalf of such Entity to:     (a) seek the dissolution or winding up, in whole or in part, of such Entity;     (b) merge into or consolidate with any person or entity or dissolve, terminate or liquidate,in whole or in part, transfer or otherwise dispose of all or substantially all of its assets orchange its legal structure;     (c) file a voluntary petition or otherwise initiate proceedings to have such Entityadjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvencyproceedings against such Entity, or file a petition seeking or consenting to reorganization orrelief of such Entity as debtor under any applicable federal or state law relating to bankruptcy,insolvency, or other relief for debtors with respect to such Entity; or seek or consent to theappointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator(or other similar official) of such Entity or of all or any substantial part of the propertiesand assets of such Entity, or make any general assignment for the benefit of creditors of suchEntity, or admit in writing the inability of such Entity to pay its debts generally as theybecome due or declare or effect a moratorium on such Entity’s debts or take any action infurtherance of any such action; or     (d) amend, modify or alter such provisions of such Entity’s organizational documents.In addition to the foregoing, for so long as any of the Secured Obligations remains outstanding andnot discharged in full, the organizational documents for such Entity shall provide that no trustee,manager, general partner or director of such entity shall have authority to take any action initems (i) through (iv) above without the written consent of the holder of the Defeasance Documents.For purposes of this definition, the term “independent” shall mean, with respect to any individualdirector, trustee, managing member or general partner, not being at the time of appointment as suchdirector, trustee, managing member or general partner of any Entity, at any time after suchappointment, or at any time in the five (5) years preceding such appointment (a) a direct orindirect legal or beneficial owner of such Entity or any such of its affiliates, (b) a creditor,
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supplier, employee, officer, manager or contractor of such Entity or any of its affiliates, (c) aperson who controls such Entity or any of its affiliates, or (d) a member of the immediate familyof a person described in (a), (b) or (c) above.
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**EXHIBIT C****The following constitute the “Mortgage”:**“***Atlanta Mortgage***”: That certain Deed to Secure Debt, Assignment of Leases and Rents and SecurityAgreement, dated as of the date of the Note, executed by Pledgor in favor of Original Lendergranting to Original Lender, among other things, a lien on the real property located in FultonCounty, Georgia and described in said Atlanta Mortgage (the “***Atlanta Property***”).“***AZ Mortgage***”: That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement andFixture Filing, dated as of the date of the Note, executed by Pledgor in favor of Original Lendergranting to Original Lender, among other things, a lien on the real property located in MaricopaCounty, Arizona and described in said AZ Mortgage (the “***AZ Property***”).“***Charlotte Mortgage***”: That certain Deed of Trust, Assignment of Leases and Rents, SecurityAgreement and Fixture Filing, dated as of the date of the Note, executed by Pledgor in favor ofOriginal Lender granting to Original Lender, among other things, a lien on the real propertylocated in Mecklenburg County, North Carolina and described in said Charlotte Mortgage (the“***Charlotte Property***”).“***Duluth Mortgage***”: That certain Deed to Secure Debt, Assignment of Leases and Rents and SecurityAgreement, dated as of the date of the Note, executed by Pledgor in favor of Original Lendergranting to Original Lender, among other things, a lien on the real property located in GwinnettCounty, Georgia and described in said Duluth Mortgage (the “***Duluth Property***”).“***FL Mortgage***”: That certain Mortgage, Assignment of Leases and Rents, Security Agreement andFixture Filing, dated as of the date of the Note, executed by Pledgor in favor of Original Lendergranting to Original Lender, among other things, a lien on the real property located in OrangeCounty, Florida and described in said FL Mortgage (the “***FL Property***”).“***MA Mortgage***”: That certain Mortgage, Assignment of Leases and Rents, Security Agreement andFixture Filing, dated as of the date of the Note, executed by Pledgor in favor of Original Lendergranting to Original Lender, among other things, a lien on the real property located in WestSpringfield County, Massachusetts and described in said MA Mortgage (the “***MA Property***”).“***MI Mortgage***”: That certain Mortgage, dated as of the date of the Note, executed by Pledgor infavor of Original Lender granting to Original Lender, among other things, a lien on the realproperty located in Washtenaw County, Michigan and described in said MI Mortgage (the “***MIProperty***”).“***NC Mortgages***”: That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement andFixture Filing, dated as of the date of the Note (the “***NC 1 Mortgage***”), and that certain Deed ofTrust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the dateof the Note (the “***NC 2 Mortgage***”, together with the NC 1 Mortgage, the “***NC Mortgages***”), executed byPledgor in favor of Original Lender granting to Original Lender,
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among other things, a lien on the real properties located in Wake County, North Carolina anddescribed in said NC Mortgages (the “***NC Property***”).“***Mortgage***”: Collectively, the Atlanta Mortgage, the AZ Mortgage, the Charlotte Mortgage, theDuluth Mortgage, the FL Mortgage, the MA Mortgage, the MI Mortgage, the NC Mortgages, the NYMortgage, the SC Mortgages, the TX Mortgage and the Wilmington Mortgage.“***NY Mortgage***”: That certain Mortgage, Assignment of Leases and Rents, Security Agreement andFixture Filing, dated as of the date of the Note, executed by Pledgor in favor of Original Lendergranting to Original Lender, among other things, a lien on the real property located in WestchesterCounty, New York and described in said NY Mortgage (the “***NY Real Property***”).“***SC Mortgages***”: That certain Mortgage, Assignment of Leases and Rents, Security Agreement andFixture Filing, dated as of the date of the Note (the “***SC 1 Mortgage***”), and that certain Mortgage,Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date of theNote (the “***SC 2 Mortgage***, together with the SC 1 Mortgage, the “***SC Mortgages***”), executed by Pledgorin favor of Original Lender granting to Original Lender, among other things, a lien on the realproperties located in Charleston County, South Carolina and described in said SC Mortgages (the “***SCProperty***”).“***TX Mortgage***”: That certain Deed of Trust, Assignment of Leases and Rents, Security Agreement andFixture Filing, dated as of the date of the Note, executed by Pledgor in favor of Original Lendergranting to Original Lender, among other things, a lien on the real property located in HarrisCounty, Texas and described in said TX Mortgage (the “***TX Property***”).“***Wilmington Mortgage***”: That certain Deed of Trust, Assignment of Leases and Rents, SecurityAgreement and Fixture Filing, dated as of the date of the Note, executed by Pledgor in favor ofOriginal Lender granting to Original Lender, among other things, a lien on the real propertylocated in New Hanover County, North Carolina and described in said Wilmington Mortgage (the“***Wilmington Property***”).
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**Exhibit D****The following constitute the “Collateral Documents”:**That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***Atlanta ALR***”),and certain UCC Financing Statements (the “***Atlanta Financing Statements***”; together with the AtlantaALR the “***Atlanta Collateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***AZ ALR***”), andcertain UCC Financing Statements (the “***AZ Financing Statements***”; together with the AZ ALR the “***AZCollateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***CharlotteALR***”), and certain UCC Financing Statements (the “***Charlotte Financing Statements***”; together withthe Charlotte ALR the “***Charlotte Collateral Documents***”).“***Collateral Documents***”: Collectively, the Atlanta Collateral Documents, the AZ CollateralDocuments, the Charlotte Collateral Documents, the Duluth Collateral Documents, the FL CollateralDocuments, the MA Collateral Documents, the MI Collateral Documents, the NC Collateral Documents,the NY Collateral Documents, the SC Collateral Documents, the TX Collateral Documents and theWilmington Collateral Documents.That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***Duluth ALR***”),and certain UCC Financing Statements (the “***Duluth Financing Statements***”; together with the DuluthALR the “***Duluth Collateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***Fl ALR***”), andcertain UCC Financing Statements (the “***FL Financing Statements***”; together with the FL ALR the “***FLCollateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***MA ALR***”), andcertain UCC Financing Statements (the “***MA Financing Statements***”; together with the MA ALR the “***MACollateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***MI ALR***”), andcertain UCC Financing Statements (the “***MI Financing Statements***”; together with the MI ALR the “***MICollateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***NC ALR***”), andcertain UCC Financing Statements (the “***NC Financing Statements***”; together with the NC ALR the “***NCCollateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***NY ALR***”), andcertain UCC Financing Statements (the “***NY Financing Statements***”; together with the NY ALR, the “***NYCollateral Documents***”).
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That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***SC ALR***”), andcertain UCC Financing Statements (the “***SC Financing Statements***”; together with the SC ALR the “***SCCollateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***TX ALR***”), andcertain UCC Financing Statements (the “***TX Financing Statements***”; together with the TX ALR the “***TXCollateral Documents***”).That separate Assignment of Leases and Rents, dated as of the date of the Note (the “***WilmingtonALR***”), and certain UCC Financing Statements (the “***Wilmington Financing Statements***”; together withthe Wilmington ALR the “***Wilmington Collateral Documents***”).
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