HomeMy WebLinkAbout2015 - Deed of Trust - Bancorp Bank / Bartell Drug Company - 20150410001015
Electronically Recorded
20150
SIMPLIFILE SUB
Page 001 of 015
04/10/2015 04:06
King County, WA
AFTER. RECORDING MAIL TO:
Name First Amerman Title
Address 818 stewart St Ste 800
City/State Seattle WA 98101
20150410001015.001
86.00
Document Titie(s):
1. Deed of Trust
Reference Number(s) of Documents Assigned or released:
Grantor(s):
1. The Bancorp Bank
Grantoe(s):
1. The Bartell Drug Co.
2.
[ ] Additional information on page of document
Abbreviated Legal Description:
Ptn Sec 15 Twp 23N Rge 4E, SE Qtr SW Qtr
Tax Parcel Number(s):
152304901100.
[ ] Complete legal description is on page of document
I am requesting an emergency nonstandard recording for an additional fee as provided in RCW
36.18.010. I understand that the recording processing requirements may cover up or otherwise
obscure some part of the text of the original document,
20150410001015.002
SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT
AGREEMENT ("Agreement") is entered into as of 3 , 2015 (the "Effective
Date"), by and between THE BANCORP BANK, a DamDameare state -chartered bank (together
with any other holder of the Loan (defined below) and their respective successors and assigns,
the "Mortgagee") and THE BARTELL DRUG COMPANY, a Washington corporation
(hereinafter, collectively the "Tenant'), with reference to the following facts:
A. SEG 56th, LLC a Washington Limited Liability Company ("Landlord"), whose
address is 845 NE 106th Ave. #100, Bellevue, WA 98004 owns fee simple title to the real
property described in Exhibit "A" attached hereto (the "Property").
B. Mortgagee has made or intends to make a loan to Landlord (the "Loan").
C. To secure the Loan, Landlord has or will encumber the Property by entering into a
mortgage or deed of trust in favor of Mortgagee (as amended, increased, renewed, extended,
spread, consolidated, severed, restated, or otherwise changed from time to time, the "Mortgage")
to be recorded in land records.
D. Pursuant to the Lease effective June 30, 1993, (the "Lease"), Landlord demised to
Tenant a portion of the Property consisting of approximately 16,063 square feet (the "Leased
Premises").
E. Mortgagee has requested that Tenant subordinate its Lease to the lien of the
Mortgage, and Tenant is willing to do so in consideration of Mortgagee's agreement not to
disturb Tenant's possession of the Premises under the Lease.
NOW, THEREFORE, for good and sufficient consideration, Tenant and Mortgagee
agree:
1. Definitions. The following terms shall have the following meanings for purposes of this
Agreement.
a. Foreclosure Event. A "Foreclosure Event" means: (i) foreclosure under the
Mortgage; (ii) any other exercise by Mortgagee of lights and remedies (whether under the
Mortgage or under applicable law, including bankruptdy law) as holder of the Loan and/or the
Mortgage, as a result of which a Mortgagee becomes owner of the Property; or (iii) delivery by
Landlord to Mortgagee (or its designee or nominee) of a deed or other conveyance of Landlord's
interest in the Property in lieu of any of the foregoing.
b. Former Landlord. A "Former Landlord" means Landlord and any other party
that was landlord under the Lease at any time before the occurrence of any attonunent under this
Agreement.
c. Offset Right. An "Offset Right' means any right or alleged right of Tenant to any
offset, defense (other than one arising from actual payment and performance, which payment and
performance would bind a Successor Landlord pursuant to this A t) claim, counterclaim,
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NY:1522303.1
20150410001015.003
reduction, deduction, or abatement against Tenant's payment of Rent or performance of Tenant's
other obligations under the Lease, arising (whether under the Lease or under applicable law)
from Landlord's breach or default under the Lease.
d. Rent. The "Rent' means any fixed rent, base rent or additional rent under the
Lease.
e. Successor Landlord. A "Successor Landlord" means any party that becomes
owner of the Property as the result of a Foreclosure Event.
f. Termination Right. A "Termination Right' means any right of Tenant to cancel
or terminate the Lease or to claim a partial or total eviction arising (whether under the Lease or
under applicable law) from Landlord's breach or default under the Lease.
g. Other Capitalized Terms. If any capitalized term is used in this Agreement and
no separate definition is contained in this Agreement, then such term shall have the same
respective definition as set forth in the Lease.
2. Subordination. The Lease, as the same may hereafter be modified, amended or extended,
shall be, and shall at all tunes remain, subject and subordinate to the lien imposed by the
Mortgage and all advances made under the Mortgage.
3. Nondisturbance. Recognition and Attornment.
a. No Exercise of Mortgage Remedies Against Tenant. So long as the Tenant is not
in default under this Agreement or under the Lease beyond any applicable grace or cure periods
(an "Event of Default'), Mortgagee (i) shall not terminate or disturb Tenant's possession of the
Leased Premises under the Lease, except in accordance with the terms of the Lease and this
Agreement and (ii) shall not name or join Tenant as a defendant in any exercise of Mortgagee's
rights and remedies arising upon a default under the Mortgage unless applicable law requires
Tenant to be made a party thereto as a condition to proceeding against Landlord or prosecuting
such rights and remedies. In the latter case, Mortgagee may join Tenant as a defendant in such
action only for such purpose and not to terminate the Lease or otherwise adversely affect
Tenant's rights under the Lease or this Agreement in such action.
b. Recognition and Attornment. Upon Successor Landlord taking title to the
Property (i) Successor Landlord shall be bound to Tenant under all the terms and conditions of
the. Lease (except as provided in this Agreement); (ii) Tenant shall recognize and attorn to
Successor Landlord as Tenant's direct landlord under the Lease as affected by this Agreement;
and (iii) the Lease shall continue in full force and effect as a direct lease, in accordance with its
teens (except as provided in this Agreement), between Successor Landlord and Tenant. Tenant
hereby acknowledges notice that pursuant to the Mortgage and assignment of rents, Ieases and
profits, Landlord has granted to the Mortgagee an absolute, present assignment of the Lease and
Rents which provides that Tenant continue making payments of Rents and other amounts owed
by Tenant under the Lease to the Landlord and to recognize the rights of Landlord under the
Lease until notified otherwise in writing by the Mortgagee. After receipt of such notice from
Mortgagee, the Tenant shall thereafter make all such payments directly to the Mortgagee or as
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20150410001015.004
the Mortgagee may otherwise direct, without any further inquiry on the part of the Tenant.
Landlord consents to the foregoing and waives any right, claim or demand which Landlord may
have against Tenant by reason of such payments to Mortgagee or as Mortgagee directs.
c. No Further Documentation. The provisions of this Article 3 shall be effective and
self -operative without any need for Successor Landlord or Tenant to execute any further
documents.
d. Insurance. Condemnation and Trade Fixtures. Mortgagee agrees that
notwithstanding anything to the contrary in the Mortgage or this Agreement, all insurance
proceeds and condemnation awards relating to the Leased Premises or the Property shall be
applicable in accordance with and as otherwise provided in the Lease, and Tenant may remove
Tenant's fixtures from the Premises in accordance with the provisions of the Lease.
4. Protection of Successor Landlord. Notwithstanding anything to the contrary in the Lease
or the Mortgage, Successor Landlord shall not be liable for or bound by any of the following
matters:
a. Claims Against Former Landlord. Any Offset Right that Tenant may have
against. any Former Landlord relating to any event or occurrence before the date of attornment,
including any claim for damages of any kind whatsoever as the result of any breach by Former
Landlord that occurred before the date of attomment, unless such Offset Right is specifically
permitted in the Lease and Mortgagee had been given notice and opportunity to cure the event,
circumstance or condition giving rise to such Offset Claim. The foregoing shall not limit either
(i) Tenant's right to exercise against Successor Landlord any Offset Right otherwise available to
Tenant because of events occurring after the date of attornment or (ii) Successor Landlord's
obligation to correct any conditions that existed as of the date of attornment and violate
Successor Landlord's obligations as landlord under the Lease.
b. Prepayments. Any payment of Rent that Tenant may have made to Former
Landlord more than thirty (30) days before the date such Rent was first due and payable under
the Lease with respect to any period after the date of attomment other than, and only to the
extent that, the Lease expressly required such a prepayment.
c. Security Deposit. Any obligation to pay Tenant any security deposit that any
Former Landlord owed to Tenant unless such security deposit was actually delivered to
Mortgagee.
d. Modification. Amendment or Waiver. Any material modification or amendment
of the Lease, or any waiver of the terms of the Lease, made without Mortgagee's written consent.
e. Surrender. Etc. Any consensual or negotiated surrender, cancellation, or
termination of the Lease, in whole or in part, agreed upon between Landlord and Tenant, unless
effected unilaterally by Tenant pursuant to the express teens of the Lease.
5. [Intentionally Deleted].
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20150410001015.005
6. Mortgagee's Right to Cure. Notwithstanding anything to the contrary in the Lease or this
Agreement, before exercising any Termination Right:
a. Notice to Mortgagee. Tenant shall provide Mortgagee with notice of the breach
or default by Landlord giving rise to same (the "Default Notice") and, thereafter, the opportunity
to cure such breach or default as provided for below.
b. Mortgagee's Cure Period. After Mortgagee receives a Default Notice, Mortgagee
shall have a period of thirty (30) days beyond the time available to Landlord under the Lease in
which to cure the breach or default by Landlord. Mortgagee shall have no obligation to cure
(and shall have no liability or obligation for not curing) any breach or default by Landlord,
except to the extent that Mortgagee agrees or undertakes otherwise in writing.
7. Miscellaneous.
a. Notices. Any notice or request given or demand made under this Agreement by
one party to the other shall be in writing, and may be given or be served by hand delivered
personal service, or by depositing the same with a reliable overnight courier service or by deposit
in the United States mail, postpaid, registered or certified mail, and addressed to the party to be
notified, with return receipt requested or by telefax transmission, with the original machine -
generated transmit confirmation report as evidence of transmission. Notice deposited in the mail
in the manner hereinabove described shall be effective from and after the expiration of' three (3)
days after it is so deposited; however, delivery by overnight courier service shall be deemed
effective on the next succeeding business day after it is so deposited and notice by personal
service or telefax transmission shall be deemed effective when delivered to its addressee or
within two (2) hours after its transmission unless given after 3:00 p.m. on a business day, in
which case it shall be deemed effective at 9:00 a.m. on the next business day. For purposes of
notice, the addresses and telefax number of the parties shall, until changed as herein provided, be
as follows:
i. If to the Mortgagee, at:
The Bancorp Bank
712 Fifth Ave, 8t fl
New York, NY 10019
Attn: Ron Wechsler
Email: rwechsler@thebancorp.com
ii. If to the Tenant, at:
The Bartell Drug Company
4025 Delridge Way SW, Suite 400
Seattle, WA 98106
Attn: Rob Jensen
Email: robj®bartelldrugs.com
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NY:1522303.1
20150410001015.006
b. Successors and Assigns. This Agreement shall bind and benefit the parties, their
successors and assigns, any Successor Landlord, and its successors and assigns. If Mortgagee
assigns the Mortgage, then upon delivery to Tenant of written notice thereof accompanied by the
assignee's written assumption of all obligations under this Agreement, all liability of the assignor
shall terminate.
c. Entire Agreement. This Agreement constitutes the entire agreement between
Mortgagee and Tenant regarding the subordination of the Lease to the Mortgage and the rights
and obligations of Tenant and Mortgagee as to the subject matter of this Agreement.
f. Interpretation: Governing Law. The interpretation, validity and enforcement of
this Agreement shall be governed by and construed under the internal laws of the State in which
the Leased Premises are located, excluding such State's principles of conflict of laws.
g. Amendments. This Agreement may be amended, discharged or terminated, or any
of its provisions waived, only by a written instrument executed by the party to be charged.
h. Due Authorization. Tenant represents to Mortgagee that it has full authority to
enter into this Agreement, which has been duly authorized by all necessary actions„ Mortgagee
represents to Tenant that it has full authority to enter into this Agreement, which has been duly
authorized by all necessary actions.
i. Execution. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall constitute one and the same
instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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NY:I522303.1
IN WITNESS WHEREOF; the.Mortgagee and Tenant have caused this Agreement to. be
executed as of the date first above written.
MORTGAGEE:
THE BANCORP BANK
By:
me: As es Loot/
Title: go1. Vkt ?mii'
TENANT:
THE B :;+ L DRUG COMPANY
NY:1522303.1
20150410001015.007 '
2015041118151015.008
LANDLORD'S CONSENT
Landlord consents and agrees to the foregoing Agreement, which was entered into at
Landlord's request. The foregoing Agreement shall not alter, waive or diminish any of
Landlord's obligations under the Mortgage or the Lease. The above Agreement discharges any
obligations of Mortgagee under the Mortgage and related loan documents to enter into a
nondisturbance agreement with Tenant. Landlord is not a party to the above Agreement.
Dated: Y a , 20,Zr
LANDLORD:
SEG 56TH. LC
itle:
Slate of Hawes } d SS
County }tU,Wq,bi
Notary Adahmvledgemant
On this 2114 deY of Pfri 1 , In the Year el /I i S oetsonaby appeared (StOil--. jtiU
(Yea) (burnt name and Ude of person
who proved to me an the basis of satisfactory evidence to be the person whose name Is subsc rbed to within Me forego .g
executed the same In Ns/her authorized capacity( ), and that try Milder signature on the aforementioned Insbument
person arced, notated the eforementtoned k�hrnah in free as and deed. 0.40
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In witness whereof, I i ,
(deY) (month)
WIZ
ant" have hereunto sat my hand and dfflaial ser Z►�' 1
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M:riper xc is being notarized)
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20150410001015.009 1
. MORTGAGEE'S ACKNOWLEDGMENT
STATE OF )
ss.
COUNTY OF 'V •l )
On the 11. day of gra) in the year 2011 before me, the undersigned, a Notary
Public in and for said state, personally appeared , ye t.e rW/ , proved to me on
.the basis of satisfactory evidence to be the individual whose name is subscribed to the within •
instrument and aclmowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the • upon behalf of yrjlich the individual
acted, executed the instrument.
Signature of Notary Public
4 DOROTHY M AARONSON t
Notary Public • State of New York •
NO. 01AA6158742
Ouallfied In New York un
My Commisaioa Expires —
NY:1522303.1
20150410001015.010
TENANT'S ACKNOWLEDGMENT
STATE OF WASHINGTON )
COUNTY OF K z N r
On this Z` day of February, 2015, before me, the undersigned, a Notary Public in and
for the State of Washington, duly commissioned and sworn personally appeared Rob Jensen, known
to me to be the CFO of The Bartell Drug Company, the corporation that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said
corporation, for the purposes therein mentioned, and on oath stated that he/she was authorized to
execute said instrument.
)ss.
I certify that I know or have satisfactory evidence that the person appearing before me and
making this acknowledgment is the person whose true signature appears on this document.
written.
WITNESS my hand and official seal hereto affixed the day and year in the certificate above
40C;1. •
--—---------
-
Signature
t Krogh AAdleu t
Notary Pulse
State of Washington 1 Print Name
KAORU NUKUI I NOTARY PUBLIC in and or the State of
ray Appointment Eapares star 14 2010 t Washington, residing at rt„.
My commission expires
'NY:1522303.1
9
20150410001015.011
LIST OF EXHIBITS
If any exhibit is not attached hereto at the time of execution of this Agreement, it may
thereafter be attached by written agreement of the parties, evidenced by initialing said exhibit.
Exhibit "A" - Legal Description of the Land
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NY:1522303.1
Exhibit A
Legal Description
11
NY:I 522303.I
20150410001015.0124~
EXHIBIT A
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