EXHIBIT D
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Schedule 3.07(a) of the Loan Purchase Agreement
(Purchased Loans and Purchased Loan Documents)
SEE ATTACHED
SCHEDULE 3.07(a)
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PURCHASED LOANS
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1. Mortgage loan from Stichting Pensioenfonds voor de Gezondheid, Geestelijke
en Maatschappelijke Belangen ("PGGM") to One Ninety One Peachtree
Associates ("191") in the principal sum of $145,000,000, evidenced and
secured by:
(i) Promissory Note from 191 to DIHC Finance
Corporation ("DIFCO") in the principal sum of
$145,000,000.00, as endorsed to PGGM.
(ii) Deed to Secure Debt from 191 to DIFCO, dated
February 1, 1988, as amended by First
Amendment, dated February 10, 1988, as
further amended by Second Amendment, dated
April 27, 1988, as assigned by DIFCO to PGGM
pursuant to Assignment of Loan Documents,
dated March 1, 1993.
(iii) Building Loan Agreement, dated February 1,
1988 between DIFCO and 191, as assigned by
DIFCO to PGGM pursuant to Assignment of Loan
Documents, dated March 1, 1993.
(iv) Assignment of Partnership Interest, Security
Agreement and Marshalling Agreement between
191, DIFCO and DIHC Peachtree Associates,
dated February 1, 1988.
2. Mortgage loan from PGGM to Five Hundred Boylston West Venture ("500") in
the principal sum of $153,650,000, evidenced and secured by:
(v) "A" Note from 500 to DIHC Finance Corporation
in the original principal sum of $153,650,000
as assigned to PGGM pursuant to Assignment of
"A" Note and First Mortgage and Security
Agreement.
(vi) First Mortgage and Security Agreement dated
May 29, 1986 from 500 to DIFCO , as assigned
from
DIFCO to PGGM pursuant to Assignment of "A"
Note and First Mortgaged and Security
Agreement.
(vii) Building Loan Agreement dated May 29, 1986
between DIFCO and 500, as assigned from DIFCO
to PGGM pusuant to Assignment of Building
Loan Agreement.
(viii) First Collateral Assignment of Leases and
Rents from 500 to DIFCO, as assigned from
DIFCO to PGGM pursuant to Assignment of First
Collateral Assignment of Leases and Rents.
(ix) UCC-1 Financing Statements naming 500, as
debtor and DIFCO, as Secured Party, as
assigned by DIFCO to PGGM pursuant to UCC-3.
(x) Guaranty by Dutch Institutional Holding
Company, Inc. of DIFCO's obligations under
the Building Loan Agreement
3. Mortgage Loan from PGGM to Charlotte Office Tower Associates ("Charlotte")
in the principal amount of $33,000,000, evidenced and secured by:
(xi) Modified and Restated "A" Note dated December
21, 1982 from Xxxxxxxxx to PGGM in the
principal sum of $33,000,000.
(xii) "A" Deed of Trust and Security Agreement made
by Xxxxxxxxx, dated October 22, 1980, as
modified by "A" Extension, Modification and
Spreader Agreement dated December 21, 1982
4. Mortgage loan from PGGM to Xxxxxxxxx in the principal sum of $8,196,549.27,
evidenced and secured by:
(xiii) Modified and Restated "B" Note dated December
21, 1982 in the principal sum of
$8,196,549.27 from Charlotte to PGGM.
(xiv) "B" Deed of Trust and Security Agreement
dated October 22, 1980, as modified by "B"
Extension,
Modification and Spreader Agreement dated
December 21, 1982.
5. Mortgage loan from PGGM to TransCanal Properties, Inc. ("TCP") in the
principal amount of $7,061,864.65, evidenced and secured by:
(xv) Amended and Restated Promissory Note from TCP
to PGGM in the principal sum of
$7,061,864.65.
(xvi) Deed of Trust and Security Agreement dated
February 3, 1988 from TCP to Real Title
Company, Inc., as Trustee for the benefit of
DIFCO, as assigned by DIFCO to PGGM by
Assignment of Note and Deed of Trust dated
March 1, 1988, as modified by Extension and
Modification Agreement dated December 31,
1994.
(xvii) Assignment of Lessor's Interest in Leases
dated as of February 3, 1988 from TCP to
DIFCO, as assigned by Assignment dated as of
March 1, 1988 from DIFCO to PGGM,
6. Mortgage Loan from PGGM to Canal Center Properties, Inc. ("CCP") in the
principal amount of $17,963,440.81, evidenced and secured by:
(xviii) Second Amended and Restated Promissory Note
made December 31, 1994 from CCP to PGGM in
the principal sum of $17,963,440.81.
(xix) Construction Deed of Trust and Security
Agreement dated as of September 15, 1985 from
CCP to Real Title Company, Inc., as Trustee
for DIFCO, as assigned by DIFCO to PGGM by
Assignment of Construction Note and
Construction Deed of Trust dated December 11,
1989, and as amended by Extension and
Modification Agreement dated December 31,
1994 between CCP and PGGM.
(xx) Assignment of Lessor's Interest in Leases
dated as of September 15, 1985 from CCP to
DIFCO, as
assigned by DIFCO to PGGM pursuant to
Assignment dated as of December 11, 1989.
7. Mortgage Loan from PGGM to DIHC Properties I, Inc. ("DIHC I") in the
principal amount of $33,310,304.78, evidenced and secured by:
(xxi) Amended and Restated Promissory Note made as
of November 1, 1994 from DIHC I to PGGM in
the principal sum of $33,310,304.78.
(xxii) Deed to Secure Debt and Security Agreement
dated December 31, 1988 from DIHC I to PGGM.
8. Mortgage Loan from PGGM to Bryce Mountain, Inc. ("Bryce") in the principal
amount of $9,001,126.41, evidenced and secured by:
(xxiii) Third Amended and Restated Promissory Note
dated December 31, 1994 from Xxxxx to PGGM in
the principal sum of $9,001,126.41.
(xxiv) Construction Deed of Trust and Security
Agreement dated May 1, 1981 from Xxxxx to
Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx,
Trustees for the benefit of DIFCO, as
modified by Deed of Appointment of Substitute
Trustee dated January 27, 1983, as further
amended by Extension and Modification
Agreement dated as of February 13, 1986, as
assigned by DIFCO to PGGM pursuant to
Assignment, dated December 1, 1987, as
further amended by Second Extension and
Modification Agreement, dated December 1,
1987, and as finally amended by Third
Extension and Modification Agreement dated
December 31, 1994.
(xxv) Collateral Assignment of Leases and Rents
dated May 1, 1981 from Bryce to DIFCO, as
assigned by DIFCO to PGGM by Assignment,
dated December 1, 1987.
9. Mortgage Loan from PGGM to Avenue Associates Limited Partnership ("AALP")
in the principal amount of $188,491,750, evidenced and secured by:
(xxvi) Promissory Note from AALP to DIFCO in the
principal sum of $188,491,750, as assigned by
DIFCO to PGGM pursuant to Assignment of Loan
Documents, dated November 15, 1992.
(xxvii) Deed of Trust and Security Agreement, dated
July 15, 1987 from AALP to Xxxxxxx X. Xxxx,
trustee for DIFCO, as amended by Spreader
Agreement to Deed of Trust and Security
Agreement and Assignment of Lessor's Interest
in Leases recorded June 24, 1988, as further
amended by First Amendment to Deed of Trust,
recorded October 18, 1988, as further amended
by Second Amendment to Deed of Trust,
recorded May 23, 1989, as further amended by
Third Amendment to Deed of Trust recorded
November 29, 1989, and as assigned by DIFCO
to PGGM pursuant to Assignment of Loan
Documents, dated November 15, 1992.
(xxviii) Building Loan Agreement, between AALP and
DIFCO, as assigned by DIFCO to PGGM pursuant
to Assignment of Loan Documents, dated
November 15, 1992.
(xxix) Assignment of Lessor's Interest in Leases by
AALP to DIFCO, as assigned by DIFCO to PGGM
pursuant to Assignment of Loan Documents,
dated November 15, 1992.
(xxx) Assignment of Xxxxxxxx's Interest in
Construction Contracts by AALP to DIFCO, as
assigned by DIFCO to PGGM pursuant to
Assignment of Loan Documents, dated November
15, 1992.
10. Loan from PGGM to DIHC Atlanta, Inc. ("Atlanta") in the principal amount of
$25,000,000, evidenced and secured by:
(xxxi) Promissory Note from Atlanta to DFICO in the
principal sum of $25,000,000, dated March 1,
1993, as endorsed to PGGM.
(xxxii) Pledge and Security Agreement from Atlanta to
DIFCO dated March 1, 1993, as assigned to
PGGM.
11. Loan from PGGM to DIHC Peachtree, Inc. ("Peachtree") in the principal
amount of $25,000,000, evidenced and secured by:
(xxxiii) Promissory Note from Peachtree to DIFCO dated
March 1, 1993 in the principal sum of
$25,000,000, as endorsed to PGGM.
(xxxiv) Pledge and Security Agreement made as of
March 1, 1993 from Peachtree to DIFCO, as
assigned to PGGM.
12. Loan from PGGM to DIHC Boylston Corp. ("Boylston") in the principal amount
of $18,461,283.03, evidenced and secured by:
(xxxv) Amended and Restated Promissory Note made as
of July 1, 1993 from Boylston to PGGM in the
principal sum of $18,461,283.03.
13. Loan from PGGM to DIHC Berkeley Corp. ("Berkeley") in the principal amount
of $44,000,000, evidenced and secured by:
(xxxvi) Promissory Note from Berkeley to PGGM dated
December 31, 1994 in the principal sum of
$44,000,000.
(xxxvii) Pledge and Security Agreement from Berkeley
to PGGM dated December 31, 1994.
14. Loan from PGGM to DIHC Berkeley Back Bay Corp. in the principal amount of
$45,080,000.
(xxxviii) Promissory Note from DIHC Berkeley Back Bay
Corp. to DIHC Finance Corporation dated as of
August 15, 1997 in the principal sum of
$45,080,000 (to be assigned to PGGM prior to
Closing).
15. Loan from PGGM to DIHC Boylston Back Bay Corp. in the principal amount of
$27,327,000.
(xxxix) Promissory Note from DIHC Boylston Back Bay
Corp. to DIHC Finance Corporation dated as of
August 15, 1997 in the principal sum of
$27,327,000 (to be assigned to PGGM prior to
Closing).
