HomeMy WebLinkAbout1993 - Non-Disturbance Attornment and Subordination Agreement - Sun Life Assurance Company / Kenco Inc - 9302191637After recording return to:
David N. Lombard
Schwabe, Williamson, Ferguson Burdell
1420 Fifth Avenue, Suite 3400
Seattle. Washinaton 98101 -2339
(The above space is reserved for the recorder's office)
NON DISTURBANCE, ATTORNMEET AND SUBORDINATION AGREExE.W
THIS AGREEMENT, dated for reference purposes the 17t day
of February, 199:1, is between KENCO, 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
r' 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 }n King County, Washington to
encumber the Premises, dated r /'4 1993, and re 7orded in
No
County, I r qto (Te'nant authorizes Beneficiary or the escrow
agent to fill in the date and recording information).
PRELIMINARY STATEMENT
Tenant has executed a Lease (the "Lease dated May 20,
1986 and an Amendment to Lease dated January 30, 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
c, establish certain rights, safeguards, obligations and priorities
C with respect to their respective interests in the Premises by means
of the following non disturbance, attornment and subordination
agreement.
c NOW THEREFORE, the parties hereto covenant and agree as
follows:
a.
1. Provided that the Lease is in full force and effect
and there are no defaults thereunder, then:
t 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.
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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 thz.t 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
i lease between Tenant and Beneficiary, or such other person, upon
all the terms, covenants, conditions and agreements set forth
the Lease. However, in no event shall the eneficiary or such
other person be:
(1) liable for any act or omission of the
present Landlord except to the extent of Washington State Laws; or
;2) subject to any offsets or defidiencies
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 amendment to the Lease if
such amendment has not received Beneficiary's prior written
consent; or
i
(5) 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
1 lT thereof.
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.
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5. This Agreement may not be modified other than by an
agreement in writing signed by the parties ?iereto 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.
TENANT:
KENCO, INC.
By:
Its: Ken Pearson, President
BENEFICIARY:
SUN LIFE ASSURANCE COMPANY OF CANADA
(U.S.), a Delaware corporation
By
Its:
By:
Its:
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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 appee.r on this document.
On this 2-� day of 1993, before me
personally appeared Ken Pearson, to :ne known to be the President,
respectively, of KENCO, INC., the corporation that executed the
within and foregoing instrument, and acknowledged the sast3
instrument to be the free and voluntary act and deed of sai4
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.
V
A
Notary Public in.and for the State
of Washington, residing
My commission expires: ic"
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C OMMONWEALTH OF MASSACHUSETTS
COUNTY OF NORFOLK
the
the persons a Ppear that I e or satisfactory
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evidence that
State of Massachusetts
Count; of Norfolk
On this 17th day of February, 1993 before me appeared
WT
Margaret Sears Head, 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 j
instrument to be the free and voluntary-act and deed of said corporation, for the uses
and purposes therein mentioned ,'and bn' to th stated that they were authorized to
execute said instrument, and that- the ",affixed is the corporate seal of said
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corporation.
IN WITNESS FHEREOP, 1 have"kereudto: set my hand and affixed my official seal the
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Denise A. Arnold, :rotary Public
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Xc commission expires: August 6, 1993
C `°ter ruojic in and for the
ommonwealth
of Massachusetts,
residing at
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My commission expires:
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EXIM11T A
PARCEL A -1
ALL OF LOTS 1. 2 AND 3 OF ANDOVER INDUSTRIAL PAR% 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:
5 i
ALL THAT PORTION OF LOT 7 OF ANDOVER INDUSTRIAL PARK NO. S. AS PER PLAT 1
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;
711ENCE NORTH 01 °47'28" EAST, 149.78 FEET:
THE::CE NORTHEASIERLY ALONG THE CURVE TO THE FIGHT HAVING A RADIUS OF 216:37
FEET THROUGH A CENTRAL ANGLE OF O5 °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 I:FST 1/2 OF SECTION 25 A4"D THE EAST 112 OF SECTION 26, ALL IN
;OWNSHi: 23 NORTH. RANGE 4 EAST W.M. DESCRIBED AS FOLLOWS:
BEGINNING AT THE EAST I/4 CORNER OF SAID SECTION 26:
THENCE NORTH 88 °06'42" WEST ALONG THE EAST -WEST CENTERLINE OF SAID SECTION 26
DISTANCE OF 105.84 PELT 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:
THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 410.28 FEET. THROUGH A
CEN7RAL ANGLE OF 72 °1G'35 AN ARC DISTANCE OF 517,55 FEET TO AN INTERSECTION
WITH A LINE BEARING SOUTH 56 °38'20" EAST:
THENCE SOUTH 56 °3P'20" EAST ALONG SAID LINE A DISTANCE OF 69.93 FEET:
THENCE SOCT!I 48 °44'23" EAST 71.30 FEET:
THENCE SO::TE! 45`03'27" EAST 9.93 FEET TO THE WESTERLY MARGIN OF JAMES
CI!R:STEN EN: P.OA:) NO. 1479:
'HENCE. SO'-71! 37° 4' WEST 46P..23 FEET.
THENCE. SOUTH 32 °39'25" WEST 132.67 FEET:
TEENC
NORTH PP °12''2" WEST 524.50 FEET:
`M :':CF NORTH 01 °47'ZP" EAST 90.66 FEET TO THE TRUE POINT.OF BEGINNING:
,....,.'F iN Mr CITY OF TUKWILA. C.Di,Ni"i OF KING. STATE OF WA. MNGTON.
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