Nondisturbance and Attornment Agreement: Definition, Terms, Example

EXHIBIT 10.5

After Recording Mail To:

KeyBank National Association

Real Estate Capital

Mailcode: WA-31-18-0385

601 - 108th Avenue N.E., 3rd Floor

Bellevue, WA 98004

Attn: Regan Frick

SUBORDINATION, NONDISTURBANCE

AND ATTORNMENT AGREEMENT

AND ESTOPPEL CERTIFICATE

THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE is made this 30^th day of July, 2008, between KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”) and KORRY ELECTRONICS CO., a Delaware corporation (“Tenant”).

Recitals

CAPSTONE PF LLC, a Washington limited liability company (“Landlord”) is the ground lessee of real property (“Property”) located in Snohomish County, Washington, and legally described on Exhibit A. Tenant is leasing the Property from Landlord under that certain Building Lease and Sublease dated March 26, 2008, as amended by First Amendment to Building Lease and Sublease dated June 25, 2008, and by Second Amendment to Building Lease and Sublease dated July 30, 2008 (the “Lease”). Lender has agreed to make a loan (“Loan”) to Landlord, secured by a Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing and an Assignment of Rents and Leases (together, the “Security Instruments”) encumbering Landlord’s

leasehold interest in the Property. The Security Instruments constitute an assignment to Lender of all right, title, and interest of Landlord under the Lease as security for the Loan. The Security Instruments were recorded on July     , 2008 under Snohomish County Recording Nos.                      and                     . Lender’s agreement to make the Loan is conditioned on Tenant’s subordination of the Lease to the Security Instruments, and Tenant’s agreement to attorn to Lender if Lender obtains title to the Property by foreclosure or deed in lieu of foreclosure. Tenant is willing to do so in consideration of the benefits to Tenant from the Loan and the Lease and Lender’s agreement not to disturb Tenant’s possession of the Property under the Lease, and Landlord is also executing this Agreement to indicate its consent and agreement to the terms contained herein.

Agreement

NOW, THEREFORE, Lender and Tenant agree as provided below.

IN WITNESS WHEREOF, Tenant and Lender have signed this Agreement as of the date first written above.

The undersigned Guarantor of Tenant’s Lease obligations hereby agrees and consents to the foregoing Agreement:

CONSENTED AND AGREED TO:

Tenant Acknowledgment

I certify that I know or have satisfactory evidence that Daniel McFeeley is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the President of KORRY ELECTRONICS CO., a Delaware corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

DATED this 30^th day of July, 2008.

Lender Acknowledgment

I certify that I know or have satisfactory evidence that Regan Frick is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Vice President of KEYBANK NATIONAL ASSOCIATION, a national banking association, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

DATED this 30^th day of July, 2008.

Landlord Acknowledgment

I certify that I know or have satisfactory evidence that Kirk Johnson is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Sole Member of CBIL GROUP LLC, the authorized member of CAPSTONE PARTNERS NW LLC, the manager of CAPSTONE PF LLC, a Washington limited liability, to be the free and voluntary act of CAPSTONE PF LLC for the uses and purposes mentioned in the instrument.

DATED this 30^th day of July, 2008.

EXHIBIT A

Legal Description

The Property is located in Snohomish County, Washington, and is legally described as follows:

THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 27, TOWNSHIP 28 NORTH, RANGE 4 EAST, W.M., AND THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 22, TOWNSHIP 28 NORTH, RANGE 4 EAST, W.M., LYING NORTHWESTERLY OF BEVERLY PARK - EDMONDS ROAD AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 22;

THENCE NORTH 88°42’50” WEST 268.89 FEET ALONG THE SOUTH LINE OF SAID SECTION 22 TO THE NORTHWESTERLY MARGIN OF SAID BEVERLY PARK - EDMONDS ROAD AS SHOWN ON A PROPOSED BINDING SITE PLAN ENTITLED PAINE FIELD AIRPORT SECTOR 6 BINDING SITE PLAN PF NO. 07-104017-006BG;

SAID RIGHT OF WAY MARGIN BEING 50.00 FEET DISTANT FROM AND AT RIGHT ANGLES TO THE CENTERLINE OF SAID BEVERLY PARK - EDMONDS ROAD;

THENCE SOUTH 43°39’01” WEST 150.65 FEET TO AN ANGLE POINT IN SAID RIGHT OF WAY MARGIN OF BEVERLY PARK - EDMONDS ROAD;

THENCE SOUTH 43°38’39” WEST 54.50 FEET ALONG SAID RIGHT OF WAY MARGIN OF BEVERLY PARK - EDMONDS ROAD, TO THE TRUE POINT OF BEGINNING;

THENCE CONTINUING SOUTH 43°38’39” WEST 776.56 FEET ALONG SAID RIGHT OF WAY MARGIN OF BEVERLY PARK - EDMONDS ROAD, TO THE NORTHEASTERLY LINE OF THAT REAL PROPERTY CONVEYED BY QUITCLAIM DEED TO SNOHOMISH COUNTY PARKS DEPARTMENT RECORDED UNDER SNOHOMISH COUNTY REC. NO. 200211140549;

THENCE NORTH 46°21’21” WEST 30.00 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 300.00 FEET;

THENCE NORTHWESTERLY 137.55 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26°16’10”;

THENCE NORTH 72°37’31” WEST 130.10 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 300.00 FEET;

THENCE NORTHWESTERLY 125.02 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23°52’35”;

THENCE NORTH 48°44’55” WEST 304.60 FEET;

THENCE NORTH 43°21’18” EAST 469.61 FEET TO THE SOUTH LINE OF SAID SECTION 22;

THENCE CONTINUING NORTH 43°21’18” EAST 38.16 FEET;

THENCE NORTH 63°58’29” EAST 430.05 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 30.00 FEET;

THENCE EASTERLY AND SOUTHEASTERLY 36.48 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 69°40’27”;

THENCE SOUTH 46°21’03” EAST 328.21 FEET TO THE SOUTH LINE OF SAID SECTION 22;

THENCE CONTINUING SOUTH 46°21’03” EAST 178.83 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 22.00 FEET;

THENCE SOUTHERLY AND SOUTHWESTERLY 34.56 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00’00” TO THE SAID NORTHWESTERLY MARGIN OF RIGHT OF WAY OF BEVERLY PARK - EDMONDS ROAD AND THE TRUE POINT OF BEGINNING;

SITUATE IN THE COUNTY OF SNOHOMISH, STATE OF WASHINGTON.

Reference:
Security Exchange Commission - Edgar Database, EX-10.5 5 dex105.htm SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT, Viewed December 14, 2021, View Source on SEC.