Exhibit 10.94
1
ASSIGNMENT OF COLLATERAL
(AVENUE ASSOCIATES LIMITED PARTNERSHIP)
THIS ASSIGNMENT OF COLLATERAL (hereinafter referred to as the
"Assignment") is made as of the 27 day of October, 1997, by STICHTING
PENSIOENFONDS VOOR DE GEZONDHEID, GEESTELIJKE EN MAATSCHAPPELIJKE BELANGEN
(hereinafter referred to as "Assignor") in favor of Cornerstone Properties Inc.
(hereinafter referred to as "Assignee").
W I T N E S S E T H :
WHEREAS, Assignor is the recipient and owner of the promissory note and
collateral security documents described on Exhibit A attached hereto and by this
reference incorporated herein (the "Collateral"); and
WHEREAS, pursuant to that certain Loan Purchase Agreement dated as of
August 18, 1997, between Assignor and Assignee, Assignor has agreed to transfer
all of its right, title and interest in and to the Collateral to Assignee.
NOW, THEREFORE, for and in consideration of the exchange of good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereto covenant and agree as
follows:
I. Assignor hereby irrevocably transfers, assigns, grants, bargains,
sells, conveys, remises, releases, warrants, set over and confirms unto Assignee
for its benefit and the benefit of its successors and assigns, all of its right,
title and interest in and to the Collateral without recourse or warranty except
as provided for and set forth in that certain Loan Purchase Agreement dated as
of August 18, 1997, executed by and between Assignee and Assignor.
II. Upon the request of Assignee, Assignor shall execute and deliver to
Assignee such further instruments as Assignee may deem reasonably necessary to
effectuate this Assignment.
III. This Assignment shall bind and inure to the benefit of the Assignor
and Assignee and their respective heirs, successors and assigns.
IV. Nothing in this Assignment shall be construed to give to any person
other than Assignee its successors and assigns any legal or equitable right,
remedy or claim under this Assignment, and this Assignment shall be held for the
sole and exclusive benefit of Assignee and its successors and assigns.
V. This Assignment shall be governed by, construed and enforced in
accordance with the laws of the District of Columbia.
2
IN WITNESS WHEREOF, Assignor and Assignee have executed or caused to be
executed this Assignment under seal, as of the date and year first above
written.
ASSIGNOR:
STICHTING PENSIOENFONDS VOOR DE
GEZONDHEID, GEESTELIJKE EN
MAATSCHAPPELIJKE BELANGEN
By: /s/
---------------------------
Name: Jan H.W.R. van der Vlist
-------------------------
Title: Attorney-in-fact
------------------------
By: /s/
---------------------------
Name: Xxxxxx X. van de Puttelaar
-------------------------
Title:
------------------------
ASSIGNEE:
CORNERSTONE PROPERTIES INC.
By: /s/
---------------------------
Name: Xxxx X. Xxxxx
-------------------------
Title: President
------------------------
By: /s/
---------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------
Title: Executive Vice President
------------------------
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
Subscribed, sworn to and acknowledged before me by Xxxxxx X. Van de
Puttelaar, _________ of STICHTING PENSIOENFONDS VOOR DE GEZONDHEID, GEESTELIJKE
EN MAATSCHAPPELIJKE BELANGEN this 27 day of October, 1997.
/s/
----------------
Notary Public
My Commission Expires: February 21, 1999 Xxxxxxx X. Xxxxx
------------------ Notary Public, State of Xxx Xxxx
Xx. X0XX00000X0
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK)
Subscribed, sworn to and acknowledged before me by Jan M.W.R. Van
der Vlist, __________ of STICHTING PENSIOENFONDS VOOR DE GEZONDHEID, GEESTELIJKE
EN MAATSCHAPPELIJKE BELANGEN this 27 day of October, 1997.
/s/
----------------
Notary Public
My Commission Expires: February 21, 1999 Xxxxxxx X. Xxxxx
------------------ Notary Public, State of Xxx Xxxx
Xx. X0XX00000X0
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK)
Subscribed, sworn to and acknowledged before me by Xxxx X. Xxxxx,
President of Cornerstone Properties Inc., this 27 day of October, 1997.
/s/
----------------
Notary Public
My Commission Expires: February 21, 1999 Xxxxxxx X. Xxxxx
------------------ Notary Public, State of Xxx Xxxx
Xx. X0XX00000X0
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK)
Subscribed, sworn to and acknowledged before me by Xxxxxx X. Xxxxxx,
Executive Vice President of Cornerstone Properties Inc., this 27 day of
_____________, 1997.
/s/
----------------
Notary Public
My Commission Expires: February 21, 1999 Xxxxxxx X. Xxxxx
------------------ Notary Public, State of Xxx Xxxx
Xx. X0XX00000X0
XXXXXXXX:
IN THE CLERK'S OFFICE OF THE CIRCUIT COURT
This certificate was presented, and with the Certificate annexed,
admitted to record on _______________ at ______________ o'clock __.m.
Clerk's fees: $____________ have been paid.
Attest:___________________________________, Deputy Clerk
EXHIBIT A
1. Promissory Note dated as of July 15, 1987, executed by Avenue Associates
Limited Partnership ("AALP") in favor of DIHC Finance Corporation
("DIFCO") in the original principal amount of $188,491,750; as assigned by
DIFCO to Stichting Pensioenfonds voor de Gezondheid, Geestelijke en
Maatschappelijke Belangen ("PGGM") pursuant to that certain Assignment of
Loan Documents dated as of November 15, 1992.
2. Deed of Trust and Security Agreement dated as of July 15, 1987, executed
by AALP in favor of Xxxxxxx X. Xxxx, as Trustee for DIFCO, recorded June
17, 1987 as Instrument No. 38127, among the Land Records of the District
of Columbia; as amended by that certain Spreader Amendment to Deed of
Trust and Security Agreement and Assignment of Lessor's Interest in Leases
dated as of June 13, 1988, executed by and between AALP, DIFCO and Xxxxxxx
X. Xxxx, recorded June 24, 1988, as Instrument No. 34236, aforesaid
records; as further amended by that certain First Amendment to Deed of
Trust dated as of July 15, 1987, executed by and between AALP, Xxxxxxx X.
Xxxx and DIFCO, recorded October 18, 1988, as Instrument No. 57570,
aforesaid records; as further amended by that certain Second Amendment to
Deed of Trust dated as of July 15, 1987, executed by and between AALP,
Xxxxxxx X. Xxxx and DIFCO, recorded May 23, 1989, as Instrument No. 28528,
aforesaid records; as further amended by that certain Third Amendment to
Deed of Trust dated as of July 15, 1987, executed between AALP, Xxxxxxx X.
Xxxx and DIFCO, recorded November 29, 1989, as Instrument No. 66305,
aforesaid records; and as assigned by DIFCO to PGGM pursuant to that
certain Assignment of Loan Documents dated as of November 15, 1992.
3. Assignment of Lessor's Interest in Leases dated as of July 15, 1987,
executed by AALP in favor of DIFCO, recorded July 17, 1987, as Instrument
No. 38128, aforesaid records; as assigned by DIFCO to PGGM pursuant to
that certain Assignment of Loan Documents dated as of November 15, 1992.
4. Assignment of Borrower's Interest in Construction Contract Documents dated
as of July 15, 1987, executed by AALP in favor of DIFCO; as assigned by
DIFCO to PGGM pursuant to that certain Assignment of Loan Documents dated
as of November 15, 1992.
5. Building Loan Agreement dated as of July 15, 1987, executed by and between
AALP and DIFCO; as amended by that certain First Amendment to Building
Loan Agreement dated as of January 27, 1989; as further amended by that
certain Second Amendment to Building Loan Agreement dated as of April 17,
1991; and as assigned by DIFCO to PGGM pursuant to that certain Assignment
of Loan Documents dated as of November 15, 1992.
6. Subordination Agreement executed by and between PADC, Xxxxxx Xxxxx,
Xxxxxxx Xxxx and DIFCO; as assigned by DIFCO to PGGM pursuant to that
certain Assignment of Loan Documents dated as of November 15, 1992.
7. Agreement to Subordinate executed by and between PADC and DIFCO; as
assigned by DIFCO to PGGM pursuant to that certain Assignment of Loan
Documents dated as of November 15, 1992.
8. Sixteen consecutively numbered Amendments to Deed of Trust executed by
Avenue Associates in favor of Xxxxxxx Xxxx, as trustee for DIFCO; as
assigned by DIFCO to PGGM pursuant to that certain Assignment of Loan
Documents dated as of November 15, 1992.
9. Escrow Agreement executed by and between AALP, DIFCO, and Commercial
Settlements concerning the sixteen consecutively numbered Amendments to
the Deed of Trust; as assigned by DIFCO to PGGM pursuant to that certain
Assignment of Loan Documents dated as of November 15, 1992.
10. Borrower's Affidavit executed by T. Xxxxxxxxxxx Xxxx in favor of DIFCO,
Chicago Title Insurance Company, Commonwealth Land Title Insurance Company
and Ticor Title Insurance Company; as assigned by DIFCO to PGGM pursuant
to that certain Assignment of Loan Documents dated as of November 15,
1992.
11. Letter from Western Associates to Market Square Associates approving the
loan by DIFCO to Market Square Associates; as assigned by DIFCO to PGGM
pursuant to that certain Assignment of Loan Documents dated as of November
15, 1992.
12. Opinion Letter from Xxxxx, Day, Xxxxxx & Xxxxx to DIHC Market Square and
DIFCO concerning loans; as assigned by DIFCO to PGGM pursuant to that
certain Assignment of Loan Documents dated as of November 15, 1992.
ALLONGE
ENDORSEMENT OF NOTE
(AVENUE ASSOCIATES LIMITED PARTNERSHIP)
Pay to the order of CORNERSTONE PROPERTIES INC. (the "Assignee") without
recourse or warranty except as provided for and set forth in that certain Loan
Purchase Agreement dated as of August 18, 1997 executed by and between Stichting
Pensioenfonds voor de Gezondheid, Geestelijke en Maatschappelijke Belangen and
Assignee.
STICHTING PENSIOENFONDS VOOR
DE GEZONDHEID, GEESTELIJKE EN
MAATSCHAPPELIJKE BELANGEN
By: /s/
----------------------------
Name: Jan H.W.R. van der Vlist
--------------------------
Title: Attorney-in-Fact
-------------------------
By: /s/
----------------------------
Name: Xxxxxx X. van de Puttelaar
--------------------------
Title: Attorney-in-fact
-------------------------
DATE: October __, 1997
