HomeMy WebLinkAbout1993 - Non-Disturbance Attornment and Subordination Agreement - Sun Life Assurance Company / SJI Corporation - 9302191649f
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After recording return to:
David N. Lombard
Schwabe, Williamson, Ferguson Burdell
1420 Fifth 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 1501 day
of January, 1993, is between S.J.I. CORPORATION "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 (nDeed of Trust to be executed by
Hallwood Real Estate Investors Fund XVI, a Delaware general
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 iq King County, Washington to
encumber the Premises, dated 1993, and recorded in
King Couty, Washington, on' /i' 1993, under Recording
No. f 1 (Tenant authorizes Beneficiary or the escrow
agent to fill in the date and recording information).
PRELIMINARY STATEMENT
Tenant has executed a Lease (the "Lease with Hallwood
Real Estate Investors Fund XVI dated September 4, 1991 for a
portion of the Premises. Beneficiary will hold the Deed of Trust
C 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
C` Premises by means of the following non- disturbance,..at$trnment 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
affected or disturbed by the Beneficiary in the exercise of any of
its rights under the Deed of Trust or the Note secured thereby.
(79591/93960/DML/50485.1)
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b. In the event thrt the.Beneficiary or any other
person acquires title to the Premises pursuant to the exercise of
any remedy provided for in the Derd of Trust or by moans of a deed
in lieu of foreclosure thereof, the Lease shall -no+ 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 otherwi,e, shall be matte 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 `crth 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
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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.
i
4. The foregoing provisions shall be self operative and
effective without the execution of any further instruments on the
(77507/83960/Owt/50485. U 2
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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 as„sig..s.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be fully executed effective the day and yeas first
above written. Y
TENANT:
S.J.S. CORPORATION
By: q)
Its: I, I/;
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By:
Its:
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BENEFICIARY:
I SUN LIFE ASSURANCE COMPANY OF CANADA
-0 (U.S.), a Delaware corporation
J! ,r
Its: (i
By:
Its:
(77591/83W/Dwl/50485.1)
3
STATE OF WASHINGTON
ss.
COUNTY OF KING
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 =?5 day of 1993, before me
personally appeared(- .fu n6 and'- to me
known to be the Vile Pr �s_iih i and
respectively, of S.J.I. CORPORATION, the corporation that executed
the within and foregoing instrument, and acknowledged tt.- 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.
o N TU ti ll
(P i,
Notary /Publici in and for th State
of Washingto residing elr 11 It f¢
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My commission exp =n
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CO'O'ONWEALTH OF MASSACNUSF'TTS
COUNTY OF NORFOLK
ss.
1 certif
the person Y tF.at I know or have satisfactnry
the no,- s appearing before
State of Massachusetts
Count_; of Norfolk
On this 17th ;lay of February; 1993 before me app,-- -ed
Margaret Sears Mead, to me known to be the Senior Associate Counsel of the Sun -Life
Assurance Company of Canada, duly authorized to execute the annexed instrument, on
behalf of Sun Life Assurance Company of Canada (U.S.), 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 ory oath stated that they were authorized to
execute said instrument, and'=hat'Yha•seal affixed is the corporate seal of said
corporation.
IN WITNESS WHEREOF, I have hereunro set my hand and affixed my official seal the
c{ay� year fit writ en a ve,
1i 'Cl t P
i'enise A. Arnold, Notary public
My commission expires: Auanst 6. 1991
ry
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Commor rurslic in and for the
residiweayth of Massachusetts
MY cOrr eNFires:
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5
EXHIBIT A
PARCEL. A-1:
ALL OF LOTS I, 2 AND 3 OF ANDOVER INDUSTRIAL PARK_ N0. 5, AS PER PLAT RECORDED
IN VOLUME 83 OF PLATS. PAGES _2 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:
THE,KCE KIH JILKL} ALONG THE C'U'RVE 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 THE 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 25 AND THE EAST 1/2 OF SECTION 26. ALL IN
TOWNSHIP 23 NORTH. RANGE 4 EAST W.H. DESCRIBED AS FOLLOWS:
BEGINNING AT THE EAST 1/4 CORNER OF SAID SECTION 26:
j 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:
THENCE NORTH 48 °33'38" EAST 188.36 FEET:
TP.ENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 410.28 FEET] THROUGH A
CF.NTR.AL ANGLE OF 72'16'35 AN ARC DISTANCE OF 517.55 FEET TC AN INTERSECTION
WITH A LIN 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 45'03'27" EAST 9.91 FEET TO THE WESTERLY MARGIN OF JAMES
CY.YISTENSEN ROAD NO. 1479:
THENCL SOL'Tfl 37'54'41" W -ST 4GP.23 FEET.
TRENCF SOUTH 32`3 9'25" WEST 132.67 FEET:
TIIE..NCI: NOP.TH P,8' 12' 32" WEST 524.50 FEET:
TY.ENCC NOY.TH 01'47'26" EAST 90.66 FEET TO THE TRUE POINT OF BEGINNING:
1.'. TIE!, UITY OF ,UKWILA, COUNTY OF KING. STATE OF WASHINGTON.