HomeMy WebLinkAbout2015 - Subordination, Attornment and Non-Disturbance Agreement - Jack in the Box Inc / Bancorp Bank / SEG 56th LLC - 20150409001386110114EN RECORDED SEND TO:
Bancorp Bank
712 Fifth AVenne,..0171Oor
NewYork,NY 10019
- Electronically Recorded
20150409001386
SIMPLIFILE
Page 001 of 009
04/09/2015 04:27
King County, WA
•
20150409001386.001
SUBL 80.00
JIB #836 (Space abovethis for Recorder's Use only)
Nc-S
NOTICE: THIS SUBORDINATION„ ATTORNMEW AND NON, -
:DISTURBANCE AGREEMENT RESULTS IN THE LEASEHOLD ESTATE IN THE
PROPERTY BECOMING SUBJECT TO • AND OF LOWER.PRIORITY THAN THE
LIEN•OF SOME OTHER CO ;LATER SECURITY. INSTRUMENT:
'1111S SUBORDDIATION; ATTORNMENT AND NON-D1S11iRBANCE
AOREENIENT (this Agree/tient); dated this 2..t day of at.-41-12015., is by and between
JACK IN. THE BOX INC., a Delaware corporationwhoseAddressis:,9330 BalbonAVe, Attn:
RE LcgaJ JIB # 8365, San Diegot CA 92123 ("Tenant!), and THE BANCORP DANK, a
DelaWitre "1.CW-chartered bankwhose address it 712 Filth Avenue, 8th Floori Nei York NY
10019 ("Lender").
. 'SUBORDINATION, ATTORNMENT AND'
10N-DIST.URBA.NCE AGREEMENT.
ItEcITALS-,
A. Tenant is. ,the original tenant under that certain Lase Agreement, executed
between SEC .501, IJLC.I 4.Witiliiiigtaft limited. liability cotnpanYf as successor -to McKinneY
Fanlily partnership, .L.P.„. a Washington :limited partnership ("Landlord") anti:Tenant; dated
November 4,, 2003 as amended•by that certain first Amendment of Lease Agreeinent, dated
February 76, .2004 .(ibe lease • and VI.Anteridmentslthereto are hereinafter -colle.Oively referred to
as the —Lease")„ cOitring the: feat property legally describedin Exhibit A (aftaehed hewn and
made a part hereof), which real property is hereafter referred to asbe "Premises".
B. Ltmdlordis.the present Owner of the Premises, and the ctmetft landlord under the.
Lease,
C.. Lender is. making .alean (the "Loari")-to 'Landlord. which is' or Will be secured; in.
part, by 'the lienof. a deed oftrust executed . and .delivered by 'Landlord to Lender, as beneficiary,
erietimberings,the Premises and an OSStgrinient of the leaSeS and rents from the Premiset in favor
of Lender, Asheneficiary (the °Deed -aline). .
rs. As.A.cAndition 'pretedent to making the:Loan, ',ender is requiring that -the Deed of
TtLiSt shall 'Unconditionally be and :remain at all -finless:a lien or charge upon the Premises, prior
and superior :to the. Lease and. the leasehold estate cre.a.ted thereby. 'To This end„ Tenant: Will
- • .
• Subordination to DOT, recording # 20150324000831
20150409001386.002
. .
Specifically and Yuntonditionally 'subbrdintit e the Leaseand- the leasehold estate created thereby,
together with all tights and.privileges.pf Tenant theretinder, to the Deed,of Trust.
E.. The :parties lierettr.desireld effect the stibordination of the Lease to the Deed or
Trust and to .provide for the non -disturbance ofl'enant by Lender, subject to the terp1;. and
Conditions of this:Agreement.. .The term "Lender, as used :herein shall Also be ,.deettied to •inclutle.:
(i) Any lender who. eXecutes'..this Agreement'. and subsequently ,acquires titleto the Preniises
pursuant to a:. bankruptcy prnceeding. inVolying Landlord, (n) any successor or assignee of
Lender, and any Otirebaser .aforeclOsure.sale,,whetberludit.ial riOn;judieitil.
F. As a condition -le making the Loan, Lender. requires. that Tenant enter bp. this:
Agreement;
NOW, THEREF.00, in :considers:0644f thecovertants contained. heitin and Other good
and .-valuable :consideration, the receipt and sufficiency of which is herebyacknowledged, the
;partieS..agree as follows:.
1.. The Deed Of TruSt hi:foyer of Lender, along with. any teneWals, Modifitations„ or
extensiohs 'thereof; shall Unconditionally .he, And remain,. at -all. times, a lien .or charge on the.
:Prentises prior and superior .to the Lease, and to the leasehold created. thetelv.. The Lease the
:leasehold interest created theieby, and :all -tenitS:.of the Lease -are and shallbe:sUbordiriate to the.
Deed of Trust, and tO.all.aittendinetitS; modifications „ replacements andextensions thereof, to the
full. ex tent, of the principel„•interest, fee.scPense4ariattli. Other amounts Stein:0 thereby.
2. Bender would no make. the without this. Agreement, fully
executed.
3. %In the eVent 'Lender elects to: Poreciosethe.Deed. ofTrust, Lender llt not join.
Tenant in summaryor 'foreclosure meeefings.unless required t by applicable .14* (and 1110 only
• to the extent SG reiplited).4:inng as Tenant.: ianOtin default :Under the Lease, beyond any notice
mid. etre 'PetiOd:pTOVided 111 Ihe Lease.
4. hi die event that Lender:Shall suceeed tothe interest of Landlord under the Lease,
014'0. letigas 'Mere exists nt) default by Tenant under the Lease, Lender agrees not to disturb or
otherwise intertere:With Tenant's pOSISeSsiona of the frerniScs for the unexpireditermof theLease
including oPtions„provided That Lender shall nott..it:
•
(a). • Liable for any act or omission of -Landlord or any prior landlord Under the,
Lease; unless such actor OrniSSiontonstititteSan migoingormieured:default;
• • (1. Subject. :to any offsets. or defenses Which Tenant plight' have .against
LandlOrdor any prior landlord, unless snot) offsets ot defenses arise m connection with Any
ongoing or uncureddefaWtifor excentfor rightsexpressly set forth in thele-ase; '
BOund any rent or additional lent whieh-Tenant might have paid for
More Man the current Month to. Landlordsor any prior landlord; •
2
20150409001386:003
(d) Liable .for the refund of arty:paytinentSoaXes„ atSestments, ceinmen atea
•maiittertanee .fees, insurance, •or similar payments, except. to • the, extent tender has ..actually
receivaSuch monies froM.Teritint; or
(e) Liable for any s.ecurity.deposii• Tenant might have:paid to Landlord orany
prior landlord, except to the has actnallY:recejifedsaid•secitrity deposit.
5„ Upon Lender'ssucceeding lo landlor&s; interest. under the Lease, Tenant.
covenants. and -agrees 10 saltorn. •to Lender or a p(3440.44 a forecloSiire. or trustee's Sale, to
..recogni4 stteh SuccessorilandlettlaS,TentanVa -landlord tindet'ereLease,-,and to be bound by and
perform all ofthe obligations and 'conditions -imposed upon Tenant by the Lease If Lendershall
beeeMethe owner of the PreMiSes..eethe.PreiniSes Shall be sold by reason of foreclosure or Other.
proceedings brought to enforce the Deed of Trust or the P.rentises shall be transferred by deed in
'lieu .4f-(oreclosure, the teaseshall.continue in full for and effect as a direct Lease between the,
then owner of PrerniSeS, !Ad shall succeed te the Aghts 'and duties of the Landicird. and
Tenant. Tenant.shall attornte Lender or any otherauc'h cmlieras its landlord -and such Mt -Aliment.
Atoll. be `effectiveand-self-o.perative without, the execution 'of any further instruments-, 'Tenant.
agrees That, twit .the occurrence of .0,hi.40f.tiO .:01.1;44 140100 •!.from..' Lender to Landlord Or, the
documents evidencing or sectitingthegathe, and the event of a written demand on Tenant**
Lender,l, Or its successors and assigns., for the payment to the Lender or its successors and assigns,
of the tent due under the Lease,, Tenant shall pay • therent and all other amounts dab Under:the
Lease to Lender, and Landlold hereby.bontents to Said..payme.nt and releases Tenant from any
and. all liability., damages, orelaix. nsin tomiection withany such payments tat:ender. Landlord
and Tenant agree that The receiptbY'Tenant of any such demand shall be conclUsWeeVidenceaf
the:right ofy.,entlettathe•receiPtof Stich. rental .and other payments under the Lease.
6. Prior to. tenninating the Lease due to•a clefaitliby Landlord thereunder, Tenant *tea
to titni6i Lender &such default and giiiefAtiderthesame opportunity given the Landlord under:
the Leaseto cure such default,
7, Notwithilariding the foregoing suborditiatiOn provisions, Lender acknowledges and:
agrees that Any inSurantel proceeds following a casualty and (or) the proceeds of any award
resulting front a condemnation or deed in lien thereof:Shall be Used and applied in accordance
Wira!the provisions Otte 4.0;1:
. !8, This Agreetrientshall b biudirigupen and inure. le thebcncfit ofthereapeCtive heirS,
pers nal representativei 'aUcCeSSorfand.assigna of thepariies hereto,
9„ This Agreement ctin hemedified only iriWt-iting duly exeetited by all parties.
tO. All notices or comniunleations hpreunderto Lender Shalt be in writing andshalt be
sent by overnight Courier or by poled :States registered Or certified mail, with return receipt
ke4neSled;, postage prepaid to bender, al the .address appearing below (or at such other address as
shall begiven fin writing -by bender to Tenant and Landlord);:
20150409001386.004
"LENDER"
THE 13ANCORP BANK
71.2 Fifth Avenue, 8th Floor
New York, NY 10019
Attention: 'Ron Wechsler
"TENA1.41T”
Jack in tite Boxitie.
Alta! Rtal statelogali1113
05,0 Balboa Avenue
San Diego, CA9212.3.
"LANDLORD"
SW 56 ,
845 ltie Ave NE; Snite 100
Bellevue, WA 98004
Any notice orcommunication Sem pursuant to the tenris hereof Shall be deemed
received; if sent by Overnight serve, one (1) IntitieSt day aftersent. Or if sent by mail, 'upon
actual receipt. Any notice or 'communication sent by Tenant or Landlord to. Lender pursuant to
theterms hereof shall'reference this Agreement, the Lease, and the Priiperty;
Auhrtity Fees., ratty legal action, suit or,proceeding is commenced between die
Tenant, Landlord and Lender regarding ,their respective rights and obligations under this
Agreement, the pro/ailing oily shall be entitled to reGOViti; in addition to damages or other
relief, costs and expenses, reasonable: anomeys' fees and court. coal (including, without
limitation, expert witness fees). As used hereiktheteMa 'men:ailing park" shall mean thepaitY
Which -obtains the principal relief it has sought, eidierby a comprotiiiiedsettlement or judgment.
If the patty which commenced or instituted the action, suit or proceeding shall dismiss or
di§c..entintiesit without the concurrence:41,11w pt4or.piTity; such other .party shall be deemed the
prenailing patty.
NOtieg: Ting SUEORVINATION ATTORNMENT :AND NON -
DISTURBANCE AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE
PERSON(S); OBLIGATED ON YOUR LEASE TO OBTAIN A LOAN, ALL OP WHICH
LOAN PROCEEDS MAY BE EXPENDED FOR OTHER PURPOSES THAN
IMPROVEIVIETIT OF THE LAND:
4
20150409001386.005 ,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
"TENANT":
JACK IN THE BOX 1NC., a Delaware corporation
By:
Narne:
Its:
"LENDER":
THE .BANCORP BANK, a Delaware state -chartered bank.
By:
Name: 41 ex Lel I c/✓
Its: F7rs r /i t Pee s+ d t rrl'
"LANDLORD":
SEG 56m, LLC., a W , hington limited liability company
By: Lid. Dili.
N grmawf111011110IfrL Ot_
Its: / ►n/ i" i 4 Em ff4
A.notary public or Other officer completing
•
CettificateVerifies nIy the identity of the
individual who signed the dOcurnent-104.hicti this.
certificate is attached,. and notthetruthfUlnes.s.,
accuracy, or validtiyofthat docurrleht.
•
.State of California
• County of San Diego•
on._41115- , before me, Brian J. Niernela, Notary Publicpersonallyappeared Michael
J. Snider,
who provedto me on the:basis Of satisfactory euiclence to be the person whose name is
subscribed to the within instrument end acknowledged tome that he executed the se in
his authorized caPacitY, and that by his signature on the instrument the person, or the entity
upon behalf Of whiCh the person. acted, eXeouted the.instrUinent
l certify under PENALTY OF PERJURY under -the laws of the State of California thatthe
foregoing paragraph istrue and colrect.
WITNESS my.hand and affiaiat.seel.
rw.:.f:62".s=t1AN rrearirl
VOA& $2007852
NOTARY PuBLIC CALIFORNIA .1
..it47,24mmeth
Mar* Noisty $0.41Abov.e.
20150409001386.006
STATEOP Y •
COUNTYOF N'
). ss
20150409001386.007
On 3/1/./90/5 before rite, L0tAlchtt . , a Nattily Ptiblit ifr
and for said County and ',State, personally awe /4),Cx personally
known to me (.r proved:to me on the basis of tattifectory evidence) to be the person(s) whose.
name(s) istere subscribed to the .widtin instntment, and aCknOwledged to Me that be/She/they.
executed the garde in Iiii/Iteritheit: authorized capacity/ie.:I,. and that by his/let/their tigotture(s)
on the instrument the person(s), or the entity upon behalf of Which the person(s) acted, executed
the I n stntment.
WITNESS my hand andofhtiat seal.
STATE OP
COUNTY OF
) ss
).
Notary Public
DOROTHY M AARONSON
Notary Public - State of New York
NO. 01AA6158742
Qualified in New York o
My Commission Expires
On, befogMe; a Nottuy fublic in
and for said County and State; personally appeared personally
known to me (or proved to me on the basis., of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed .to the Within ingnirrien‘ and abknOwledged :to nie that he/She/they
executed 'the same itt his/her/their authorized capacity/ies, and that by his/her/their signature(S)
on the instrument the person(s), or the entity upon behalf Of which the person(s) acted, executed
the instrument,
WITNESS my hand and ollicialiseat.
6
Notary Fnbtic
STATE OF IV Y
COUNTY OF NI Y
)
) ss
20150409001386.008 '
On 3/iq / ols before me, Let , a Notary Public
and for said County and State, personally appe , personally
known to me (or proved to me on the basis of satisfactory evidence) to be the persons) whose
name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS my hand and official seal.
STATE OF fitAaki
ss
COUNTY OFtlatuak
l
Notary Public
DOROTHY M AARONSON
Notary Public - State of New York
NO. 01AA8158742
°Wined in New Y
My Commission Expires
On P P`it 121' c ,\S before me, N COWie •fi QV Y\ , a Notary Public in
and for said County and State, personally appeared CSC.• \ CyrGU11G t:r"- , personally
known to me (or proved to me on .the basis: of satisfactory evidence) to be the person(s) whose
names) is/are subscribed to the within instrument, and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity/ies, and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed.
the instrument.
\1111111pf/H1//
WITNESS my hand and official seal, . `"ofc!: T.
s.
i 14-455 .M
W
'iortIOFi
tiottO
Dee. Date:4124S N Pasaa:_L
Notary Name: Nao*e I. T. Shane ThInK atulrr//1
DOC. DM.)Virtlen2 ` ````°E l' ,' S', i
`` Pt;,NOfiii 4 y
non-diur a.
. ,ip w
° rQ . w1j- % t . (a
S. '' 91! uc 6
20150409001386.009
1:XillBd'T A,
Legg DescIipdon ofRreitiises
That• iofion Of the Southeast Quarter of 1lie,Southwest:Quarter of Section .is, Township 23
Nerth,;Range:4 10, W.M., in King County, tlesctibedas follows::
Bgginning at the ntersectron of the North 1ine:of the South 20 feet of said; Snbdivisiottwiih the
Westerly Right -Of Wai Line of Pacific Highway-Seirth;.
Thence North 20* .13' 20" EaSt.,along:said. Wosterly Right-of:.Way Chic 138.1.6: feet: to die North
line Of trig South .131•.54 feet of said Subdivisioa:.(as theatitred along the West Line thereclk
:T.hencc North 8$°.35a 33" West along said NortliLme.f84.271eet to•the *Lineof the Wes.
359.70 **0t.(as.inea"suredalong the South Line) ot`said Snbdiyision;
• Thence South 20 14' 27" West 131.54 feet to stid:;11ostlt tine of t11e'Soutlf
20 feet' of said. Subdivisi n;
thence -Souk 8 Z° 35' 33" East along said North: tine .l-t9 62 filet to the point o sbegiiining;
train; that portion thereof convayed t0 the State ofWss>Washington for purposes
deed
recorded under Recording NO.05121.4t)574:
)setae 4..ittaws.