HomeMy WebLinkAbout1993 - Non-Disturbance Attornment and Subordination Agreement - Sun Life Assurance Company / YUASA Exide Corporation - 9303221755I
After recording return to:
David N. Lombard
Gchwabe, Williamson, Ferguson Burde.11
1420 F'fth Avenue, Suite 3400
Seattle. Washington 98101 -2339
(The above space is reserved for the recorder's office)
NON DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT
THIS AGREEMENT, dated for reference purposes the 15•h day
of January, 1993, is between YUASA /EXIDE CORPORATION "Tenant and
SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) a Delaware corporation
"Beneficiary the beneficiary under a Deed of Trust, Assignment
Q of Rents and Security Agreement "Deed of Trust to be executed by
Hallwood Real Estate Investors Fund XVI, a Delaware general
partnership (formerly Equitec Peal Estate Investors Fund XVI, a
California limited partnership), or its successor (the holder of
the Landlord's interest in the Lease described below is herein
f Ln called the "Landlord as owner of the real property described in
Exhibit A attached hereto and by this reference incorporated herein
(the "Premises and to be recorded in King County, Washington to
i encumber the Premises, dated February 16 1993, and recorded in
King County, Washington, on Feb,ruary 18 1993, under Recording
C")
D No. 930218088 (Tenant authorizes Beneficiary or the escrow
k[v� agent to fill in the date and recording information).
PRELIMINARY STATEMENT
Tenant has executed a Lease (the "Lease dated February
3, 1986, a Lease Extension dated June 8, 1989 and an Amendment to
Lease dated July 2, 1992 for a portion of the Premises.
Beneficiary will hold the Deed of Trust described above on the
Premises. Tenant and Beneficiary desire hereby to establish
certain rights, safeguards, obligations and priorities with respect
to their respective interests in the Premises by means of the
8 following non disturbance, attornment and subordination agreement.
NOW THEREFORE, the parties hereto covenant and agree as
follows:
AS 1. Provided that the Lease is in full force and effect
x and there are no defaults thereunder, then:
A. The right of possession of Tenant to the leased
premises and Tenant's rights arising out of the Lease shall not be
o (Mj91/83960/DML/SC099.1) P1LFD FOR RECORD AT RE9UEST OF
SAMF.RICA Trny- INSURANCE CO.
320 ItWTH Av*E, NE
m p BOX 1493
RFLLEVUF,. WA 9100
affected or disturbed by the Beneficiary in the exercise of any of
its rights under the Deed of Trust or the Note secured thereby.
b. In the event that the Beneficiary or any other
person acquires title to the Premises pursuant to the exercise of
any remedy provided for in the Deed of Trust or by means of a deed
in lieu of foreclosure thereof, the Lease shall not be terminated
or affected by said foreclosure or deed in lieu of foreclosure and
the Beneficiary hereby covenants that any sale by it of the
Premises pursuant to the exercise of any rights or remedies under
the Deed of Trust, or otherwise, shall be made subject to the Lease
and the rights of the Tenant thereunder; and the Tenant covenants
and agrees to a*_*_orn to the Beneficiary, or such person who may
purchase the Premises at a foreclosure sale, as its new landlord,
and the Lease shall continue in full force and effect as a direct
lease between Tenant and Beneficiary, or such other person, upon
all the terms, covenants, conditions and agreements set forth in
the Lease. However, in no event shall the Beneficiary or such
other person be:
(1) liable for any act or omission of the
present Landlord; or
(2) subject to any offsets or deficiencies
which the Tenant might be entitled to assert against the present
Landlord; or.
(3) bound by any payment of rent or additional
rent made by the Tenant to the Landlord for more than one month in
advance; or
(4) bound by any security deposit which Tenant
may have paid to any prior landlord unless such deposit is in an
escrow fund available to Beneficiary; or
(5) bound by any amendment to the Lease if
such amendment has not received Beneficiary's prior written
consent; or
(6) bound by any provision in the Lease which
obligates Landlord to erect or complete any building or to perform
any construction work, or to make any improvements-to the Premises.
2. Tenant agrees with Beneficiary that Tenant will not
voluntarily subordinate the Lease to any other lien or encumbrance
without Beneficiary's prior written consent.
3. The Lease shall be subject and subordinate to the
lien of the Deed of Trust and to all terms, conditions and
provisions thereof, to all advances made or to be made thereunder,
and to any renewals, extensions, modifications or replacements
thereof.
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4. The foregoing provisions shall be self operative and
effective witho_;t the execution of any further instruments on the
part of any party hereto. However, Tenant agrees to execute and
deliver to the Beneficiary or to any person to whom Tenant herein
agrees to attorn such other instruments as either shall request in
order to effectuate said provisions.
5. This Agreement may not be modified other than by an
agreement in writing signed by the parties hereto or by their
respective successors in interest.
i
6. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be fully executed effective the day and year first
above written.
TENANT:
YUASA /EXIDE CORPORATION
By: c� c_i'. C
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BENEFICIARY:
SUN LIFE ASSURANCE COMPANY OF CANADA
(U.S.), a Delaware corporation
By: --X/
Its: C— 'A —E'...
By:
Its:
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STATE OF
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I certify that I know or have satisfactory evidence that
the persons appearing before me and making this acknowledgment are
the persons whose true signatures appear on this document.
on this day oqf �x� i 1993, before me
personally appeared a Kl i.E and ?1 l;Ak,,xl.. to me
known to be the and 'C'mr
respectively, of YUASA EXIDE CORPORATIOA:, the corporation that
executed the within and foregoing instrument, and acknowledged the
said instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on
oath stated that they were authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said
corporation.
WITNESS my hand and official seal hereto affixed the day
and year first above written.
0
Notary Public in and for hp te
of residing
My
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COMMONWEALTH OF 14ASSACHUSETTS
ss.
COUNTY OF NORFOLK
Massachusetts �1
Norfolk
[s 26th day of February, 1993 before me appeared
Sears Mead, to me known to be the Senior Associate Counsel of the Sun Life
Company of Canada, duly authorized to execute the annexed instrument, on
Sun Life Assurance Company of Canada (U.S.), and acknowledged the said
1c to be the free and voluntary act and deed of said corporation, for the uses
)ses therein mentioned; And on oath stated that they were authorized to
;aid instrument, and that,[he seal affixed is the corporate seal of said
Lon.
[TNESS WHE�i, h have hereunto set my hand and affixed my official seal the
:ear first r above.
.;rnold, Notary'
;sion expires: Augusi" -'6y "2 93 r
Notary Public in and for the
Commonwealth of Massachusetts,
residing at
My commission expires:
;571 /8 .9fA /DMl /S 00'r9•i) 5
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EXHIBIT A
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PARCEL A -1:
ALL OF LOTS 1. 2 AND 3 OF ANDOVER INDUSTRIAL PARK NO. 5. AS PER PLAT RECORDED
IN VOLUME 83 OF PLATS. PAGES 22 AND 23. RECORDS OF KING COUNTY:
SITUATE IN THE CITY OF TUKWILA. COUNTY OF KING. STATE OF WASHINGTON.
PARCEL A -2:
ALL THAT PORTION OF LOT 7 OF ANDOVER INDUSTRIAL PARK NO. S. AS PER PLAT
RECORDED IN VOLUME 83 OF PLATS, PAGES 22 AND 23. RECORDS OF KING COUNTY. LYING
NORTH OF THE FOLLOWING DESCRIBED LINE:
BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 7:
THENCE NORTH 01 47'28" EAST. 149.78 FEET:
THENCE NORTHEASTERLY ALONG THE CURVE TO THE RIGHT HAVING A RADIUS OF 216.37
FEET THROUGH A CENTRAL ANGLE OF 05'21'43 AN ARC DISTANCE OF 20.25 FEET TO
THE TRUE POINT OF BEGINNING OF SAID LINE:
THENCE SOUTH 88'12'32" EAST 339.74 FEET TO T'rIE EAST BOUNDARY OF SAID LOT 7,
WHICH IS THE END OF SAID LINE:
SITUATE IN THE CITY OF TUKWILA. COUNTY OF KING. STATE OF WASHINGTON.
PARCEL A -3:
A PORTION OF THE WEST 1/2 OF SECTION 25 AND THE EAST 1/2 OF SECTION 26. ALL IN
TOWNSHIP 23 NORTH. RANGE 4 EAST W.K. DESCRIBED AS FOLLOWS:
BEGINNING AT THE EAST 1/4 CORNER OF SAID SECTION 26:
THENCE NORTH 88 °06'42" WEST ALONG THE EAST -WEST CENTERLINE OF SAID SECTION 26
A DISTANCE OF 105.84 FEET TO THE TRUE POINT OF BEGINNING:
THENCE NORTH 01'47'28" EAST 2.45 FEET TO A POINT OF CURVATURE:
THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 410.28 FEET. THROUGH A
CENTRAL ANGLE OF 46'46'10 AN ARC DISTANCE OF 334.90 FEET:
THENCF. NORTH 48'33'38" EAST 188.36 FEET:
THENCE ALONG A CURVE TO THE RIGHT RAVING A RADIUS OF 410.28 FEET. THROUGH A
CENTRAL ANGLE OF 72'16'35 AN ARC DISTANCE OF 517.55 FEET TO AN INTERSECTION
WITH A LINE BEARING SOUTH 56'38'20" EAST:
THENCE SOUTH 56'38'20" EAST ALONG SAID LINE A DISTANCE OF 69.93 FEET:
THENCE SOUTH 48'44'23" EAST 71.30 FEET:
THENCE SOUTH 45'09'27" EAST 9.91 FEET TO THE WESTERLY MARGIN OF JAMES
CHRISTENSEN ROAD NO. 1479:
THENCE SOUTH 37'54'41" WEST 468.23 FEET:
THENCE SOUTH 32'39'25" WEST 132.67 FEET:
THENCE NORTH 88'12'32" WEST 524.50 FEET:
THENCE NORTH 01'47'28" EAST 90.66 FEET TO THE TRUE POINT OF BEGINNING:
SITUATE IN THE CITY OF TUKBILA, COUNTY OF KING. STATE OF WASHINGTON.