0000950144-06-004775 Sample Contracts

DEFEASANCE PLEDGE AND SECURITY AGREEMENT
Defeasance Pledge and Security Agreement • May 10th, 2006 • Winston Hotels Inc • Real estate investment trusts

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, as trustee, under the Pooling and Servicing Agreement, dated as of March 1, 1999 (as amended from time to time, the “Pooling and Servicing Agreement”), for the registered holders of DLJ Commercial Mortgage Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-CG1, as secured party (together with its successors and assigns, “Pledgee”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national 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 the provisions of Sections 7, 8, 9, 16, 22 and 25 of this Agreement, WELLS FARGO BANK, N.A., a national banking association as Securitie

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DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT
Assignment, Assumption and Release Agreement • May 10th, 2006 • Winston Hotels Inc • Real estate investment trusts

THIS DEFEASANCE ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is dated as of May 9, 2006, 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, as trustee, under the Pooling and Servicing Agreement, dated as of March 1, 1999 (as amended from time to time, the “Pooling and Servicing Agreement”), for the registered holders of DLJ Commercial Mortgage Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-CG1 (together with its successors and assigns, “Pledgee”), SB WINSTON HOLDINGS, LLC, a Delaware limited liability company (“Successor Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national 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 acknowledging the transactions effected by this Agreement, WELLS FARGO

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • May 10th, 2006 • Winston Hotels Inc • Real estate investment trusts • New York

This FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT (this “Amendment”) is dated as of April 4, 2006 and entered into by and between WINSTON FINANCE PARTNERS LLC (“Seller”) and MARATHON STRUCTURED FINANCE FUND, L.P. (“Buyer”), and is made with reference to that certain Master Repurchase Agreement dated as of October 5, 2004, as amended (the “Master Agreement”), between Seller and Buyer. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Master Agreement.

GENERAL ELECTRIC CAPITAL CORPORATION (Lender) to [WINSTON SPECIAL PURPOSE ENTITY] (Borrower) FORM OF LOAN AGREEMENT Dated as of: May 9, 2006 Property Location: , DOCUMENT PREPARED BY: Andrews Kurth LLP 1717 Main Street, Suite 3700 Dallas, Texas 75201...
Loan Agreement • May 10th, 2006 • Winston Hotels Inc • Real estate investment trusts • New York

THIS LOAN AGREEMENT (this “Agreement”) is entered into as of May 9, 2006, between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”), and [WINSTON SPECIAL PURPOSE ENTITY], a Delaware limited liability company, whose organizational number is (“Borrower”).

FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • May 10th, 2006 • Winston Hotels Inc • Real estate investment trusts

This First Amendment to Loan Agreement (this “Amendment”) is entered into as of June 8, 2005 between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Lender”), and WINSTON SPE II LLC, a Delaware limited liability company (“Borrower”).

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