HomeMy WebLinkAbout1993 - Non-Disturbance Attornment and Subordination Agreement - Sun Life Assurance Company / Tideco Steel Company - 9302191624After recording return to:
David N. Lombard
Schwabe, Williamson, Ferguson Burdell
1420 Fifth Avenue, Suite 3400
Seattle. washinaton 98101 -2339
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(The above space is reserved for the recorder's office)
NON DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT
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THIS AGREEMENT, dated for reference purposes the 14thday
of January, 1993, is betwden TIDECO STEEL COMPANY, 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, 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 1993, and recorded in
King Cou�ty, Washings on, on 1993, under Recording
No. Cs' //�I!` (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
il Real Estate Investors Fund XVI dated September 4, 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 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 Tcnant to the leased
premiocs 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 eecured therebv.
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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 provded for in the Deed of Trust or by means of a deed
in lieu of fors_ closure 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
burchase 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 Euch 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 addition :il
rent made by the Tenant to the Landlord for more than one month in
advance; or
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(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 .4
`r (6) bound by any provision in the Lease which
Cv Dbligates Landlord to erect or complete any building or to perform
any construction work or to make any improvements to the Premises.
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ti 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.
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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 iorcgoing provisions shall be self operative and
_ffcctive 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 attarn 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.
TENANT:
TIDECO STEEL COMPANY, INC.
By:
Its: M
By:
Its:
BENEFI
I V SUN LIFE ASSURANCE COMPANY OF CANADA
W (U.S.), a Delaware corporation
CD By:
Its:
By:
Its:
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ADDENDUM TO NOR- DISTURBANCE, ATTORNMENT AND SUBORDINATION
AGREEMENT
This letter is issued solely for the benefit of Sun Life
Assurance Company of Canada (U.S.) and only =!ith respect to
the anticipated loan.
Whenever Beneficlary'a consent shall be required
hereinabove, such consent shall not be unreasonably
withheld.
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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 appear on this document.
On this day f 1993, before me
personally appeared i a to
me known to be the 1�!!��
and
respectively, of TIDtclo STE COMPANY, 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
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.
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�v' 'Notary Public` it aqa or ch state
TArty of Washington, residing a�.1//2�
=o My commission expires: N U ri
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COMMONWEALTH OF MASSACHUSETTS
COUNTY OF NORFOIiC ss.
State of Massachusetts
County of Norfolk
on this 17th day of February, 1993 before me appeared
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_yvlvntary act and deed of said corporation, for the uses
and purposes therein menti {dG_ b2' Qn stated that they were authorized to
execute said instrument., flat t$ .,seal affixed is the corporate seal of said
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corporation. OT A'1
iS ::1T::ESS WHEREOF,' hrreunto set me hand and affixed ma official seal the
a_v and year fist wc'tt x 1j i.
Denise A.�Arnold, Notary Pub1Zc
M commission expires: August 6, 1993
Notary Public in and for the
Commonwealth of Massachusetts,
residing at
My commission expires:
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EXHIBIT A
PARCEL A -1:
ALL OF LOTS 1. AND 3 OF ANDOVER INDUSTRIAL PARK NO. S. AS PER PLAT RECORDED
IN VOLUME 83 Vi 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. 5. 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 THZ CUR;i TO THE RIGHT HAVING A RADIUS OF 216.37
FEET THROUGH A CENTRAL ANGLE OF 05 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
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PARCEL A -3:
A PORTION OF
THE WEST 1/2 OF SECTION 25 AND THE EAST 1/2 OF SECTION 2F,, ALI, It:
TOWNSHIP 23 NORTH. RANGE 4 EAST W.M, DESCRIBED AS FOLLOWS:
BEGINNING AT
THE EAST 1/4 CORNER OF SAID SECTION 26:
THENCE NORTH
88 °OG'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:
Cv
THENCE ALONG
A CURVE TO THE RIGHT HAVING A RADIUS OF 410.28 FEET..THROUGH A
CENTRAL ANGLE
OF 46 °46'30 AN ARC DISTANCE OF 334.90 FEET:
THENCE NORTH
48 °33'38" EAST 188.36 FEET:
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THENCE ALONG
A CURVE TO THE RIGHT HAVING 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°47'2R" EAST 90.66 FEET TO THE TRUE PCINT OF BEGINNING:
IN Tf'E
CITY OF TUKWILA, COUNTY OF RING. STATE OF WASHINGTON.
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