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HomeMy WebLinkAbout1993 - Non-Disturbance Attornment and Subordination Agreement - Sun Life Assurance Company / Marsh Data Products Inc - 9302191610i After recording return to: David N. Lombard Schwabe, Williamson, Ferguson Burdell 1420 Fifth Avenue, Suite 3400 Seattle. Washington 98161 -2339 (The above space is reserved for the recorder's office) NON DISTURBANCE, ATTORNMENT AND SUBORDINATION AG_ -':EMENT THIS AGREEMENT, dated for reference purposes the 11 =thday of January, 1993, is between MARSH DATA PRODUCTS, 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 Count Washington, on /0 1993, under Recording j No. %_xC'� (Tenant authorizes Beneficiary or the escrow i 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 11, 1992 for a C portion of the Premises. Beneficiary will hold the Deed of Trust 'i 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 'hat the Lease 40 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 rights arising out of the Lease shall not be affected or disturbed by the Beneficiary in the exercise of any of its rights under Deed of Trust or the Note secured thereby. r.5oae.o v.r i5oo�5. 1 ILI i r r; f "11C iRD AT RrorT-T 0! ['RAC A\11 6':c A 1171E 1N';l'TWNCY 0) 1 .A \1: NF p n [!i1S 14'1 f i:r11Ft't'C WA "W b. In the event that the Beneficiary or any other person acquires title to the Premises pursuant to the exercise of any remedy provieled 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 person be: O `1 (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 )r 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 orior 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. O 4. The foregoing provisions shall- be self operative and 6 effective :.'ithout rho ..ee-ut;on of any further cn *_h- part of any party hereto. However, Tenant agrees to execute and deliver tc. 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. TENANT''' MARSH DATA PRODUCTS, INC. Its: 1i e_ c 'i c� „4_✓_ By: Its: i Q BENEFZCZARYc t SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a Delaware corporation t. Its: By: Its: l i ei�u 'I C O rV J STATE OF WASHINGTON ss. COUNTY OF KING I certify that I knew 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 9 S �f 1993, before me o personally appeared t� an J to me known to be the JJ} and respectively, of MARSH DATA RODUCTS, 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. Kl a ►a�,f,• Notary Public n and for the- State g r of Washington, resi Wing a :rpupl�� ro My commission expires: f C j�✓ CF W;% Jr :i A f i !f y j C01QNONWEALTH OF SSA,'} SETTS COUNTY OF NORFOLX r "e t the persons whorn ppear n5 befo o r have sat i factory a me Anei State of Massachusetts County of Norfolk On this 17th day of February, 1993 before me appearec: I Margaret Sears ?lead, 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 .W .S.), and acknowledged the said instrument to be the free and vokunt�zry act and deed of said corporation, for the uses 7 and purposes therein mentioned',,a 1101} Bath stated that they were authorized to execute said instrument, and �tia`�:, I ffixed is the co" of said corporation. z {s 1N WITNESS WHEREOF II h�ai��•" n iry hand and affixed my official seal the ^'wand near fist wr tcen`s61 f Denise A. Arnold, Notary l'ublhtt My commission expires: August 6, 1993 for the recd ngaath`ofn*iassa husetts, MY connission expires; �v J 5 E Fi .�3 •3` 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 A.ND 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: THEKCL NORTHE.oIERLV ALONG THE CURE TO THE RIGHT RAVING 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 POR7ION 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 1/4 CORNER OF SAID SECTION 26; T THENCE NORTH 88 WEST ALONG THE EAST -WEST CENTERLINE OF SAID SECTION 26 A DISTANCE OF 105.84 FEET TO THE TRUE POINT OF BEGINNING: rJ THENCE NORTH 01'47'28" EAST 2.45 FEET TO A POINT OF CURVATURE: C THENCE ALONG A CURVE TO THE RIGHT HAVING A 32ADIL'S 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 188.3G FEET: THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 410.28 FEET. THROUGH A CEN7P,',L ANGLE OF 72'16'35 AN ARC DISTANCE OF 517.55 FEET TO AN INTERSECTION WIT11 A LINE BEARING SOUTH 56'3P.'20 EAST: THENCE SOUTH 56 °38'20" EAST ALONG SA:J LINE A DISTANCE OF 69.93 FEET: THENCE SOUTH 48'44'23" EAST 71.30 FEET: ;HENCE SOUTH 45'09'27 EAST 9.91 FEET TO THE WESTERLY MARGIN OF JAMES ROAD NO 3479: 37`54'41" WEST 468.23 FE3:'.. THENCE SOUTH 32'39'25" WEST 132.67 FEET: !;ORTH 88 WEST 524.50 FEET. 71iI.Nr': `:0878. 01'47'2P" FAST 90.66 FEET TO THE TRUE POINT OF BEGINNING: 3.' 71D: C:T'i OF COUNT' OF KING, STATE OF WASHINGTON.