**EXHIBIT 10.5****DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT**     **THIS DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT**(this “***Agreement***”) is dated as ofMay 9, 2006, among WINSTON SPE LLC, a Virginia limited liability company (“***Pledgor***”), WELLS FARGOBANK, 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 (together with itssuccessors and assigns, “***Pledgee***”)**,**SB WINSTON HOLDINGS, LLC, a Delaware limited liability company(“***Successor Borrower***”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (assuccessor to GE Capital Loan Services, Inc.), as master servicer (“***Servicer***”) under the Pooling andServicing Agreement, and, for the sole purpose of acknowledging the transactions effected by thisAgreement, WELLS FARGO BANK, N.A., a national banking association, as Securities Intermediary andCustodian (“***Intermediary***”).**RECITALS:**     A. CMF CAPITAL COMPANY, LLC, a Delaware limited liability company (“***Original Lender***”)made a loan to Pledgor in the original principal amount of SEVENTY-ONE MILLION AND 00/100($71,000,000.00) (the “***Loan***”) pursuant to a 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, executed by Pledgor in favor of OriginalLender granting to Original Lender, among other things, liens on the real properties described insaid Mortgage (collectively, the “***Real Property***”) and the Collateral Documents. The Loan isfurther evidenced or secured by various other documents executed by Pledgor and others in favor ofOriginal Lender (together with the Collateral Documents, the Loan Agreement, the Note and theMortgage, the “***Loan Documents***”).     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 liens 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 in the Security Agreement) to Pledgee tosecure the payment and performance in full when due of all amounts payable under the LoanDocuments.
 

 
     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 conditionprecedent to Pledgee’s obligation to release the lien of the Mortgage and terminate the CollateralDocuments, Pledgor has granted to Pledgee, pursuant to a certain Defeasance Pledge and SecurityAgreement, dated as of the date hereof, by and among Pledgor, Pledgee, Servicer and acknowledged byIntermediary (the “***Security Agreement***”), a security interest in the Securities, certain othercollateral and the proceeds thereof to secure the payment and performance in full when due of allamounts payable under the Loan Documents.     H. In connection with the Security Agreement, Pledgor, Pledgee, Intermediary and Servicer haveentered into the Defeasance Account Agreement, pursuant to which Intermediary has established andwill 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 Mortgage and termination of theCollateral Documents pursuant to the Loan Documents, Pledgor is required or permitted to transferand assign all obligations, rights and duties under and to the Note and the other DefeasanceDocuments, together with its interest in the Pledged Collateral, to a successor entity establishedor designated in accordance with the Loan Documents.     J. Successor Borrower has been established or designated to be the successor entity to assumecertain of Pledgor’s rights and obligations under the Defeasance Documents, and Servicer, acting onbehalf of Pledgee, has approved Successor Borrower to be the successor entity to assume certain ofPledgor’s rights and obligations under the Defeasance Documents.     K. Pledgor desires to (i) obtain the release of the lien of the Mortgage and terminate theCollateral Documents, (ii) transfer certain of its rights and obligations under the DefeasanceDocuments to Successor Borrower and (iii) obtain a release of certain of its rights and obligationsunder the Defeasance Documents and the other Loan Documents to the extent provided herein, andSuccessor Borrower desires to assume certain of Pledgor’s rights and obligations under theDefeasance 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 heretoand for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:     **Section 1.****Definitions****.**     Each capitalized term used and not defined herein shall have the meaning assigned to such termin the Security Agreement.     **Section 2.****Assignment of Secured Obligations and Securities****.**     Pledgor hereby sells, transfers and assigns to Successor Borrower, effective as of the datehereof, (a) the Secured Obligations including, without limitation, all obligations, rights(including without limitation the right to prepay the Note, if any) and duties in, to and under,and subject to the terms of, the Defeasance Documents and (b) all of Pledgor’s right, title andinterest in and to the Pledged Collateral, subject to the terms of the Defeasance Documents and tothe
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rights of Pledgee and the obligations of Intermediary pursuant to the Security Agreement andthe Defeasance Account Agreement.     **Section 3.****Assumption of Loan Obligations****.**     (a) Successor Borrower, for good and valuable consideration, the receipt and adequacy of whichare hereby acknowledged, hereby assumes, and agrees to be bound by and to perform: (1) each of theSecured Obligations and all other covenants, agreements, representations and warranties of Pledgorunder 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 SuccessorBorrower contained herein (the failure to comply with **Section ****3(a)(1)** or **Section3(a)(2)** shall constitute an Event of Default); providedhowever, SuccessorBorrower 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 fullyperformed by Pledgor or parties other than Successor Borrower prior to the transfer of theSecurities to Successor Borrower, (iii) that may arise as a result of the Pledgor’s failure toeffect the initial perfection of Pledgee’s interest in the Pledged Collateral prior to the transferof the Pledged Collateral to Successor Borrower, (iv) that may arise as a result of anymisrepresentation or misstatement made by Pledgor in any of the Defeasance Documents or otherwisemade by Pledgor in connection with the defeasance transaction contemplated under this Agreement (v)arising under the Note or other Loan Documents (to the extent that such Loan Documents areincorporated 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 otherDefeasance Documents or (vi) for any expenses that may be due and payable under the Note or theMortgage other than principal and interest due under the Note, unless such other costs or expensesare specifically identified and expressly assumed by Successor Borrower herein; 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 judgmentagainst, assets of Successor Borrower other than the Pledged Collateral, with respect to theSecured Obligations. Except as set forth herein, including the prior provisions, nothing herein isintended 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) shallbe personally liable for all claims, demands, liabilities, deficiencies, losses, damages,judgments, costs, and expenses, including without limitation reasonable attorneys fees and costs ofcollection incurred, suffered or paid by Pledgee as a result of:     (i) any representation, warranty or certification made by or on behalf of SuccessorBorrower for the benefit of Pledgee in any Defeasance Document (or in any modification orsupplement thereto), or in any certificate, report, financial statement or other itemfurnished to Pledgee in connection with this transaction having been false or misleading inany material respect as of the time made or furnished;     (ii) the Pledged Collateral or any part thereof or interest therein becoming subject toany security interest, pledge, covenant, lien, or other encumbrance whether junior or seniorto the interest of Pledgee as a result of actions of Successor Borrower;
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     (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 anyattempted sale, assignment, transfer or conveyance, by Successor Borrower;     (iv) any of the Events of Default described in subparagraphs (vii), (viii), (ix), (x),(xii) or (xiii) of **Section 9(a)** of the Security Agreement occurring as a result ofactions of Successor Borrower or circumstances relating to Successor Borrower;     (v) Successor Borrower’s failure at any time to be a Single Purpose Entity; or     (vi) the funds in the Pledged Collateral Account being insufficient to satisfy allobligations then due under the Note or under any other Defeasance Documents (without takinginto account (a) reinvestment income or (b) failure by any Obligor to satisfy itsobligations under the Securities).     Successor Borrower’s assumption of the obligations of Pledgor as set forth above under theDefeasance Documents other than the Note is limited to those obligations arising on and after thedate hereof. With respect to the Note, Successor Borrower expressly assumes liability for interestaccruing on the Loan from the first day of the interest accrual period in which the defeasancecontemplated herein occurs, which shall be paid from Pledged Collateral deposited by the Pledgorinto the Pledged Collateral Account in accordance with the provisions of the Defeasance AccountAgreement.     (c) Notwithstanding anything to the contrary set forth in **Section 3(b)**, Pledgee shallhave no recourse for any claims, demands, liabilities, deficiencies, losses, damages, judgments,costs and expenses, including, without limitation, legal fees and expenses, under **Section3(b)** or otherwise under the Defeasance Documents against any assets (other than the PledgedCollateral) of Successor Borrower that have been pledged to Pledgee pursuant to any otherdefeasance transaction for any other defeased mortgage loan held by Pledgee until such transactionhas been paid in full.     (d) In addition to the rights of Pledgee under the Defeasance Documents, Successor Borrowerhereby 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 SuccessorBorrower’s good standing and legal existence in the event Successor Borrower fails to do so andsuch failure continues for thirty (30) days after written notice. This power of attorney iscoupled with an interest and, as such, is irrevocable for the term of this Agreement.     (e) Successor Borrower shall deliver to Pledgee, within thirty (30) days after written requestfrom Pledgee, certification signed by an officer of Successor Borrower or of Successor Borrower’smanaging member or general partner, as applicable, certifying that such officer is familiar withthe activities and operations of Successor Borrower and Successor Borrower’s affiliates and alltransactions entered into by Successor Borrower during the preceding twelve months (or since thedate of Successor Borrower’s formation, if Successor Borrower was formed during such precedingtwelve month period), and that, to such officer’s knowledge, Successor Borrower has conducteditself as a Single Purpose Entity during such period, has filed all tax returns required to befiled during such period and has paid all taxes due and payable during such period. If requestedby Pledgee, each such certification shall be accompanied by an original certificate of existence orgood standing issued by the Secretary of State of the jurisdiction of
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Successor Borrower’s formation dated not more than thirty (30) days prior to date of suchcertification. In addition to any other remedies that Pledgee may have under the DefeasanceDocuments, in the event of the failure of Successor Borrower to maintain its status as a SinglePurpose Entity in good standing, Successor Borrower’s failure to file all required tax returns andpay all taxes that it owes or Successor Borrower’s failure to file all forms and documents requiredto maintain its separate legal existence, in each case, which failure results from a materialviolation of Successor Borrower’s Single Purpose Entity requirements continuing for thirty (30)days after written notice, Successor Borrower hereby agrees to the assumption of the Loan by, andthe transfer of the Pledged Collateral to, a Single Purpose Entity designated by Pledgee and herebyappoints Pledgee and Servicer as attorneys-in-fact with power of attorney to effect such transferand assumption, which power of attorney is coupled with an interest and, as such, is irrevocablefor the term of this Agreement.     **Section 4.****Acknowledgment of Pledgee****.**     Pledgee hereby consents to (a) and shall promptly release the Real Property from the lien ofthe Mortgage, ALR and Financing Statements and terminate the Collateral Documents, (b) the transferof Pledgor’s rights in the Pledged Collateral and rights and obligations under the DefeasanceDocuments to Successor Borrower and (c) the assumption in accordance with **Section 3** ofPledgor’s rights, title and interest in the Pledged Collateral and Pledgor’s rights and obligationsunder the Defeasance Documents by Successor Borrower.     **Section 5.****Release of Pledgor****.**     Subject to satisfaction, or written waiver, of all conditions to defeasance set forth in theLoan Documents and, if applicable, confirmation from each of the Rating Agencies that thetransactions contemplated by the Defeasance Documents will not result in a downgrade, qualificationor withdrawal of the current rating of any of the Certificates or a failure to satisfy the criteriafor defeasances established by each of the Rating Agencies, Pledgee hereby releases and dischargesPledgor from all claims, liabilities and obligations under the Loan Documents and the DefeasanceDocuments 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, orexpenses incurred, by Pledgee, Intermediary or Successor Borrower as a result of or establishedpursuant to a claim, liability or obligation:     (i) arising from Pledgor’s obligations under **Sections 4, 5 or 6** of the SecurityAgreement;     (ii) with respect to any representation, warranty or certification of Pledgor under theDefeasance Documents or the Loan Documents or in any certificate, report, financialstatement or other item delivered by or on behalf of Pledgor in connection therewith thatproves 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 firstpriority lien on, the Pledged Collateral being deemed void or voidable for any reasonwhatsoever or any other payment made by Pledgor in respect of amounts due under the LoanDocuments on or prior to the date hereof being recovered from Pledgee by Pledgor, itscreditors, or any other person for any reason whatsoever;
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     (iv) for any other failure to pledge the Pledged Collateral to Pledgee or take anyaction necessary to effect the initial first priority perfection of Pledgee’s securityinterest therein or to effectively transfer the Pledged Collateral to Successor Borrower inaccordance with the Defeasance Documents;     (v) arising under the Hazardous Materials Indemnity Agreement, dated November 3, 1998,among Pledgor, Original Lender, Winston Hotels, Inc. and Winn Limited Partnership, orsimilar instruments executed by Pledgor (or others) in favor of Original Lender or Pledgee,or any other indemnity obligations or any other obligations in the Loan Documents andDefeasance Documents that, by their terms, survive the release of the lien of the Mortgage;or     (vi) arising as a result of an Event of Default under the Security Agreement thatresults from any circumstances relating to Pledgor, or actions or inactions of Pledgor,included in subsections (ii) through (vi) of **Section 9(a)** of the Security Agreement.Without limiting any other remedies Pledgee may have, upon any Event of Default arising under theDefeasance Documents or the Loan Documents from any breach, act or omission of Pledgor prior to thedate hereof, Pledgee shall be entitled to enforce all of its remedies set forth in the DefeasanceDocuments 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 DefeasanceDocuments. Pledgee hereby further authorizes and directs Pledgor to file a release or terminationof any UCC financing statement filed in connection with the Loan reflecting Pledgor as debtor andPledgee or Original Lender as secured party. Pledgor agrees to file any such release ortermination at its expense.     **Section 6.****Release of Pledgee and Servicer****.**     Pledgor hereby covenants and agrees that: (i) from and after the date hereof, Pledgee andServicer 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, theLoan Documents or the Defeasance Documents to Pledgor. The Pledgor hereby releases Pledgee andServicer, 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 liabilitiesrelating directly or indirectly to the Loan, the Real Property, the Loan Documents and the closingof the defeasance transaction contemplated by the Defeasance Documents, arising on or prior to thedate 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 defeasancetransaction 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 dated as of the datehereof by and between Pledgor and Pledgee, all principal, interest and other amounts due andpayable on or before the date hereof under the Note and the other Defeasance Documents andLoan Documents have been paid;
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     (ii) no non-monetary default has occurred and is continuing under any of the DefeasanceDocuments 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 theSecurities;     (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 SuccessorBorrower are not done in contemplation of insolvency or bankruptcy or with an intent tohinder, delay or defraud any of Pledgor’s creditors;     (vi) Pledgor is not insolvent immediately before signing this Agreement and is notbeing rendered insolvent by the pledge of the Securities to Pledgee and transfer of theSecurities to Successor Borrower;     (vii) the assets owned by Pledgor immediately after giving effect to the pledge of theSecurities to Pledgee and transfer of the Securities to Successor Borrower represent anamount of capital that is not unreasonably small for the business in which Pledgor isengaged, and Pledgor does not intend to engage in any other business for which such capitalwould be unreasonably small;     (viii) at the time of the pledge of the Securities to Pledgee and transfer of theSecurities to Successor Borrower, Pledgor does not intend to, or believe that it will, incurdebts that would be beyond its ability to pay as such debts mature;     (ix) the proceeds of the Securities (without regard to reinvestment income and assumingno default by any obligor under the Securities) will be sufficient to make all paymentsrequired under the Defeasance Documents, including all amounts required under **Section4(f)** of the Defeasance Account Agreement; and     (x) the Loan Documents do not contain provisions requiring Pledgor to make anyscheduled payments that by their terms would be payable on or after the date of thedefeasance transaction contemplated herein, other than scheduled payments of principal andinterest under the Note, including annual surveillance fees of rating agencies or servicingor trustees fees with respect to securitization of the Loan, except such payments as havebeen specifically identified by Pledgor and either (a) expressly assumed by SuccessorBorrower under the Defeasance Documents, or (b) paid in full in advance by Pledgor inconnection with the closing of the defeasance transaction contemplated herein.     (b) Successor Borrower, relying on the Accountant’s Letter, represents and warrants to theother parties hereto, and hereby covenants for the benefit of such parties, that the proceeds ofthe Securities (without regard to reinvestment income and assuming no default by any obligor underthe Securities) will be sufficient to make remaining scheduled payments of interest and principalas 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:
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     (i) Successor Borrower is a limited liability company, and is and shall be dulyorganized, validly existing and in good standing under the laws of the state of Delaware.Successor Borrower has all requisite power and authority to carry on its business as nowconducted and as proposed to be conducted, and to enter into and perform its obligationsunder this Agreement and the other Defeasance Documents;     (ii) the execution and delivery of this Agreement, the assumption of the Pledgor’sobligations under the Security Agreement, and performance of all of Successor Borrower’sobligations thereunder have been duly authorized by all necessary and appropriate action ofSuccessor Borrower;     (iii) no consent or approval of any person, entity, or governmental authority isrequired with respect to the execution and delivery of this Agreement and the DefeasanceAccount Agreement by Successor Borrower or the consummation by Successor Borrower of thetransactions contemplated thereby or the performance by Successor Borrower of itsobligations under this Agreement and the other Defeasance Documents, except such consents orapprovals as have already been obtained;     (iv) this Agreement, the Security Agreement and the Defeasance Account Agreement arethe legal, valid and binding obligations of Successor Borrower, enforceable againstSuccessor Borrower in accordance with their respective terms, except as may be limited bybankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similarlaws of general applicability affecting the enforcement of creditors’ rights;     (v) Successor Borrower has not changed its name since its formation; Successor Borrowershall not change its name or change its jurisdiction of organization until (A) it has givenPledgee not less than 30 days’ prior written notice of its intention to do so, clearlydescribing the new location, name or jurisdiction, and (B) it has provided Pledgee with anyinformation regarding the new location, name or jurisdiction of formation as Pledgee mayrequest; if Successor Borrower intends to change its name or change its jurisdiction oforganization, Successor Borrower shall cooperate with Pledgee in taking all action requiredby Pledgee to maintain perfection, priority and validity of the lien of Pledgee in thePledged Collateral granted by the Security Agreement;     (vi) Successor Borrower has no notice or knowledge of any adverse claim, lien orencumbrance with respect to the Pledged Collateral;     (vii) Successor Borrower is, has been since the date of its formation, and shall at alltimes continue to be, a Single Purpose Entity;     (viii) Successor Borrower shall not transfer, pledge or encumber, or permit to betransferred, pledged or encumbered any managing membership interest in Successor Borrower,more than a 49%, in the aggregate, nonmanaging membership interest in Successor Borrower, ormore than a 49%, in the aggregate, indirect interest in Successor Borrower without RatingAgency confirmation;     (ix) Successor Borrower is not insolvent immediately before signing this Agreement;
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     (x) at the time of the pledge of the Securities to Pledgee and transfer of theSecurities to Successor Borrower, Successor Borrower does not intend to, or believe that itwill, incur debts that would be beyond its ability to pay as such debts mature; and     (xi) Successor Borrower shall deliver to Servicer and Intermediary an executed InternalRevenue Service Form W-9 within a reasonable time after the Closing Date.     (d) Intermediary hereby acknowledges and confirms that any fees and expenses related to theDefault Permitted Investment or wire transfers from the Pledged Collateral Account to SuccessorBorrower 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 andPledgee (the “***Waiver***”), Pledgor represents, warrants and covenants that it has satisfied theconditions set forth in the defeasance provisions of the Loan Documents to effectuate the releaseof the Real Property from the lien of the Mortgage and the defeasance of the Loan on the datehereof, or such conditions have been waived in writing by Pledgee. Pledgor will deliver on the datehereof a Certificate of Borrower in the form attached hereto as **Exhibit B**, and Pledgoracknowledges that Successor Borrower will rely on such Certificate of Borrower and on therepresentations set forth herein as a condition to entering into this Agreement. Pledgor furtheracknowledges and agrees that all proceeds from the Pledged Collateral in excess of amounts dueunder the Defeasance Documents will be used to pay the reasonable expenses of Successor Borrower inmaking the payments due under the Defeasance Documents and managing its obligations under theDefeasance 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 awriting executed by all of the parties to this Agreement. Notwithstanding the foregoing, from andafter the date hereof, any new agreement pertaining to the Loan and any amendment, modification orextension of the Defeasance Documents may be made solely by Successor Borrower and Pledgee andshall not require the consent or execution of Pledgor. No such changes will increase Pledgor’sobligations under the Loan Documents and the Defeasance Documents that continue after the date ofthis Agreement as set forth in **Section 5** above.     **Section 10.****Approvals****.**     Pledgor and Successor Borrower each hereby represents and warrants to Pledgee, with respect toitself, that such entity has obtained any and all third-party approvals and consents required to beobtained in connection with the execution and delivery of this Agreement and the performance ofsuch entity’s obligations hereunder.     **Section 11.****Successors and Assigns****.**     This Agreement applies to, inures to the benefit of, and binds all parties hereto, theirheirs, legatees, devisees, administrators, executors, and permitted successors and assigns.
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     **Section 12.****GOVERNING LAW; VENUE****.**     THIS AGREEMENT AND ALL OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALLRESPECTS BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OFNEW YORK, INCLUDING THE UCC AND INCLUDING NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND5-1402 BUT OTHERWISE WITHOUT REGARD TO LAWS OF THE STATE OF NEW YORK CONCERNING CONFLICTS OF LAWSOR CHOICE OF FORUM.     PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY IRREVOCABLY SUBMIT TOPERSONAL JURISDICTION IN THE STATE OF NEW YORK AND TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEWYORK STATE OR FEDERAL COURT SITTING IN THE CITY OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDINGARISING OUT OF OR RELATING TO THIS AGREEMENT. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TOENFORCE THIS AGREEMENT OR ANY OTHER DEFEASANCE DOCUMENT OR ANY ACTION RELATING TO THE TRANSACTIONSCONTEMPLATED HEREBY OR THE RELATIONSHIPS CREATED BY OR UNDER THE DEFEASANCE DOCUMENTS (IN EACHCASE, AN ***“ACTION”***) SHALL, AT THE ELECTION OF PLEDGEE, BE IN (AND IF ANY ACTION IS ORIGINALLYBROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF PLEDGEE BE TRANSFERRED TO) A STATE ORFEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE STATE OF NEW YORK. PLEDGOR, PLEDGEE,SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY HEREBY CONSENT AND SUBMIT TO THE PERSONALJURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF FEDERAL COURTS LOCATED IN THE STATE OFNEW YORK IN CONNECTION WITH ANY ACTION AND HEREBY WAIVE ANY AND ALL PERSONAL RIGHTS UNDER THE LAWSOF 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 TOASSERT, AS A DEFENSE TO ANY ACTION OR A MOTION TO TRANSFER VENUE OF ANY ACTION: (I) ANY CLAIM THATSUCH PARTY IS NOT SUBJECT TO SUCH JURISDICTION; (II) ANY CLAIM THAT ANY ACTION MAY NOT BE BROUGHTAGAINST IT OR IS NOT MAINTAINABLE IN THOSE COURTS OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN ORBY THOSE COURTS, OR THAT SUCH PARTY IS EXEMPT OR IMMUNE FROM EXECUTION; (III) THAT THE ACTION ISBROUGHT 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 agreementsamong the parties relating to the matters set forth herein and supersede all other prior orconcurrent oral or written letters, agreements or understandings with respect to the matters setforth herein.
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     **Section 14.****Full Force and Effect****.**     Except as modified by this Agreement and the other Defeasance Documents, the Loan Documentsshall 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 whichtaken together shall constitute one and the same instrument.     **Section 16.****Notices****.**     All notices or other communications hereunder shall be given in accordance with **Section14** of the Security Agreement, and shall be sent to Successor Borrower at the followingaddresses:       Successor Borrower: SB Winston Holdings, LLC    c/o Chatham Financial Corp.    576 Rosedale Road, Suite 10    Kennett Square, Pennsylvania 19348     **Section 17. Waiver of Trial by Jury**     PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY EACH HEREBY AGREES NOT TOELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURYFULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER MAY EXIST WITH REGARD TO THISAGREEMENT OR ANY DOCUMENT RELATED THERETO, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING INCONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BYPLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY, AND IS INTENDED TO ENCOMPASSINDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH A RIGHT TO TRIAL BY JURY WOULD OTHERWISEACCRUE. PLEDGOR, PLEDGEE, SUCCESSOR BORROWER, SERVICER AND INTERMEDIARY EACH IS HEREBY AUTHORIZEDTO FILE A COPY OF THIS **SECTION 17** IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVERBY EACH OTHER.**[NO FURTHER TEXT ON THIS PAGE]**
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     **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 representativeeffective as of the date first above written.          **PLEDGOR****:**         WINSTON SPE LLC, a Virginia limited liability company         By: Winston Manager Corporation, a Virginia