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HomeMy WebLinkAbout1993 - Non-Disturbance Attornment and Subordination Agreement - Sun Life Assurance Company / Seattle Data Ssytems - 9302220882r� After recording return to: David N. Lombard Schwabe, Williamson, Ferguson Burdell 1420 Fifth Avenue, Suite ';00 Seattle. Washington 98301 -2339 (The above space is reserved for the recorder's office) NON DISTURBANCE, AIORNMENT AND SUBORDINATION AGREEMENT THIS AGREEMENT, dated for reference purposes the L Lh day of January, 1993, is between SEATTLE DATA SYSTEMS, INC. "Tenant and SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.) a Delaware corporation "Beneficiary the beneficiary under a Deed of Trust, Assignment of Rents and Security Agreement "Deed of Trust to be executed by Hallwood Real Estate Investors Fund XVI, a Delaware general partnership (formerly Equitec Real 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 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 encumber the Premises, dated T 1993, and recorded in King County, Washington, on _7 1993, under Recording No. Y C C (Tenant authorizes Beneficiary or the escrow agent to fill in the date and recording inforration). PP,ELTMINARY STATEMENT Tenant has executed a Lease (the "Lease with Equitec Real Estate Investors Fund XVI dated July 29, 1991 for a portion of the Premises. Beneficiary will hold the Deed of Trust described above on the. Premises. Tenant and Beneficiary desire hereby to ;v establish certain rights, safeguards, obligations and priorities with respect to their respective interests in the Premises by means of the following non disturbance, attornment and subordination agreement. NOW THEREFORE, the parties hereto covenant and agree as follows: 1. Provided that the Lease is in full force and effect 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 FILED FO Rrcmr) .AT Ri MTS CO j t ti %v1ER1Cr1 "1'1l1.E },�tiL'. NF 1, li pti\ Ltuti .r sY 4 c y' u w affected or disturbed by the Beneficiary in the exercise of any of its rights under the Deed of Trust or the Note secured t b. In the event that the Beneficiary or jny 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 attorn 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 rerson 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 Dec' of Trust and to all terms, conditions and provisions thereo:, to all advances made or to be made thereunder, and to any renewals, extensions, modifications or replacements thereof. t 3 4. The foregoing provisions shall be self operative and effective without 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. 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. y w1 -1 W"I:";" I TENANT: SEATTLE DAiA SYSTEI,S, INC. Its: v By: Its: BENEFICIARY: q SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a Delaware corporation B Its: By: Its: 3 l STATE OF WASHINGTON ss. COUNTY OF KING I certify that I knew or have satisfactory evidence that the persons appzaring before me and making this acknowledgment are the persons whose true signatures appear on this document. On this r v day" of i( •2�(' 1993, before me personally appeared �il /fi and to me known to be the and respectively, of SEATTLE DATA SYSTEMS, INC., 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 i and that the seal affixed, if any, is the corporate seal of said corporation. WITNESS my hand and official seal hereto affixed the day i and year first above written. r,. Notary Public in and for th State of Washington, residing at My commission expires: r V (:1 J J P 7 ('9591/839(�?/04[ 4 A Notary Public in and for the Commonwealth of Massachusetts, residing at My commission expires: 'j 1 COMMONWEALTH OF MASSACHUSETTS COUNTY OF NORFOLK County of Norfolk is On this 17th day of February, 1993 before me appeared Margaret Sears Mead, ro me known to be the Senior Associate Counsel of the Sun Life Assurance Company et Canada, duly authorized to execute the annexed instrument, on behalf of Sun Life Assurance Company of Canada (U.S.). and acknowledged the said instru•,ent to be the free and voluntary act and deed of said corporation, for the uses and nn.poses therein men tioae'a 'alM'cin oath stated that chev were authorized to --cute said iostrumen.c, eal affixed is the corporate seal of said corporation. IN WITNESS ViEREOF ft�ihaive set my hand and affixed my official seal the ay and year fkTe-sc wril6en' a nb ck-"V :)e nise A. Arnold, Notary Pub-111c, Xv commission expires: August 6, 1993 Notary Public in and for the Commonwealth of Massachusetts, residing at My commission expires: 'j 1 COMMONWEALTH OF MASSACHUSETTS j ss. COUNTY OF NORFOLK I certify that I know or have satisfactory evidence that the persons appearing before me and making this acknowledgment are tho persons whose true signatures appear on this document. On this day of 1993, before me personally appeared and to me known to be the ana respectively of SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a Delaware corporation, 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 use= 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. Notary Public in and for the Commonwealth of Massachusetts, residing at My commission expires: crvsysie,voi�wcisoscc.s> 5 Al 3. 1.;41111x:;'1' A sK �y PARCEL. A -I: ALL OF LOTS 1. 2 AND 3 OF ANDOVER INDUSTRIAL PARK NO. 5. AS PER PLAT RECORDED s 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 IN'DU'STRIAL PARK NO. S. AS PER PLAT PECORDED IN VOLUME 83 OF PLATS. PAGES 22 AND 23. RECORDS OF KING COUNTY. LYING NORTH OF THE FOLLOWING DESCRIBED LINE: Bc INNING AT THE SOUTHWEST CORNER OF SAID LOT 7: g 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 TRITE POINT OF BEGINNING DF SAID LINE: THENCE SOUTH 88 12'32 EAST 339.74 FEET TO THE EAST BOUNDARY OF SAID LOT 7. WHICH IS THE END OF SAID LINE: x 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.M. DESCRIBED AS FOLLOWS: BEGINNING AT THE EAST 114 CORNER OF SAID SECTION 26: THENCE NORTH 89°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 NOP.TH 01`47'28" EAST 2.45 FEET TO A POINT OF CURVATURE: S THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 410.28 FEET. THROUGH A CENTP.I. ANGLE OF 4G'4C'1O". AN ARC DISTANCE OF 334.90 FEET; THE.` :CE NORTH 4P,'33'3P FAST 188.3f, FEET: THENCE ',LONG A CURVE TO THE RIGHT HAVING A RADIUS OF 410.28 FEET. THROUGH A CE` :TP ;L ANGLE OF 72'16'35" AN ARC DISTANCE OF 51 7.55 FEET TO AN INTERSECTION Wi Tf1 A LINE REARING SOUTH. 56'38'20" EAST: THENCE SOUTH 56`33'20" EAST ALONG SAID LINE A DISTANCE OF 69.93 FEET; THENCE S00711 4P "44'23" EAST 71.30 FEET: I THEN'= SO'Tff 45`09'27" EAST 9.91 FEET TO THE WESTERLY MARGIN OF JAIMES CHP :STENl,!.N ROAD N I. 14 79. TIiE.`:CE SO 37`.`,,'41 "WEST 4r8.23 FEET. WEST 132.67 FEET: THF.':CE NORTH PP.'12'32" WEST 524.50 FEET: .....::CI: NORTH 01'47'2P" FAST 90.66 FEET TO THE TRUE POINT OF BEGINNING: I*. Tfi!. CITY OF TUKWII.A. COUNTY OF KING. STATE OF WASHINGTON.