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Home My WebLink About9.4 2nd reading of an ORDINANCE GRANTING APPROVAL OF THE FINAL PLAT OF RESUBDIVISION FOR THE RANDHURST CENTER RESUBDIVISION NO. 2.Mr�GauC �'d'+rt;�iect Item Cover Page Subject ri reading of ■ . !' ■i ► ` RESUBDIVISION RESUBDIVISION NO. 2. Meeting November 16, 2021 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - Fiscal Impact false Dollar Amount Budget Source Category OLD BUSINESS Type Action Item The owners of Randhurst Village, DLC Management, are requesting to subdivide their property into multiple lots. They are requesting the subdivision in order to sell a limited number of out lots around the perimeter of the property in order to raise capital to fund further improvements to the center and to attract new tenants. Randhurst Village was approved as a Planned Unit Development (PUD) in 2008 which authorized the demolition of the former enclosed mall and the construction of the existing Main Street development. The Petitioner is making this request, in part due to the current retail environment, particularly for large regional shopping centers such as Randhurst Village that is extremely challenging. The market has been shifting and evolving for many years, forcing mall owners and tenants to rethink their business strategies. The pandemic has simply accelerated that evolution and made it even more incumbent on stakeholders to respond to this changing environment. Every shopping mall owner has to focus on maintaining the viability of these very important community assets and ensure they remain productive, in terms of taxes, jobs and meeting resident retail and service needs, for the areas in which they are located. 1 In order to reach these goals, capital is needed. For example, building and site improvements, signage and other elements may be needed to maintain a fresh and attractive appearance of the center. Renovation of a large, department store oriented space, such as the Carson's building, into new and viable retail space is a very costly undertaking. Owners want to be in a competitive position to offer attractive financing and tenant improvement options. The petitioner is a well - capitalized company but, like all other companies, its capital is not unlimited. Those who manage the shopping center here must compete with other company capital demands at other centers. The opportunity to sell one or more outparcels provides the petitioner with a creative vehicle to raise capital outside of the normal processes. That new capital can then be reinvested in the property. This reinvestment benefits the Petitioner because it allows for attraction and retention of tenants. The effort also benefits the Village, at no cost to taxpayers, by repositioning and updating the shopping center to ensure it meets market demands for the next decade and beyond. The Petitioner has stated that the likelihood of the sale of all 15 lots, particularly all at once, is low. The petitioner's knowledge of the market leads it to believe that there will be strong demand for five to seven lots. Demand for the balance of lots will vary. Notwithstanding that some lots may not appear to be strong contenders for disposition at this time, the petitioner wants to be able to quickly take advantage of opportunities that may arise. At the same time, the petitioner only wants to undertake this process once, which saves time, expenses and resources for the Village and the Petitioner. The Petitioner and the Village have the same goal (i.e., for the property to continue to function as a single unit). The Randhurst Village shopping center is governed by a recorded Declaration of Covenants, Restrictions and Reciprocal Easements Agreement. This document is an exhibit to all leases, loan agreements and prescribes all easement rights over and upon portions of the center devoted to common use and to prevent the use of the center for purposes that would be inconsistent with the ownership and operations of a first-class retail shopping center. The Petitioner has prepared an amended declaration which ensures the orderly and harmonious function of properties under different ownership. For example, the declaration, among other things, identifies the parking lots as common areas for use by all property owners, their tenants and tenant customers. Stormwater detention and facilities will similarly be treated as common elements. In addition, the declaration ensures that the internal road circulation system cannot be changed without the consent of the Petitioner. By doing so, the Petitioner ensures that traffic and pedestrian circulation cannot be altered without thoughtful consideration as to the impacts on the rest of the shopping center. Finally, and perhaps most importantly, the declaration memorializes the treatment 2 of core shopping center functions such as maintenance, upkeep and repair of common spaces. In short, the functions will continue as they do today (i.e., the Petitioner will coordinate and execute all of these functions and then bill a pro -rata share to each property owner). Continuation of this regime provides for uniformity in up keep of the shopping center (both quality and frequency), avoids disputes between property owners and service providers as to maintenance responsibilities, and ensures an efficient deployment of resources by having single service providers. All conditions that were approved as part of the original PUD will still apply to every proposed lot regardless of the ownership of the parcel. Staff has reviewed the proposed subdivision with our attorneys to ensure the integrity of the PUD is maintained moving forward. It is important to keep in mind that other shopping center owners in town intend on resubdividing for the same purpose as described above, and that the resubdivision mechanism is an increasingly popular tool utilized among shopping center owners to raise immediate capital which then would be reinvested in the center. While not known or able to be released publicly, the Petitioner is in discussions with several high end retail and restaurant users. The Petitioner will have additional resources at its disposal, whether that is additional capital to build out interior spaces, or sell off a property to a potential business that is looking to own its own lot. The case was reviewed and presented at the October 28th Economic Development Commission, and received a unanimous vote of support of the request. At the meeting, concerns and questions were related to who the potential buyers could be, how the site would function with multiple owners, and who would market and/or fill vacant tenant spaces owned by separate property owners. The Petitioner noted that the buyers could vary, but that larger companies like DLC Management could potentially buy. The case was also heard at the Planning & Zoning Commission meeting on October 28th, and received a positive recommendation for approval by a vote of 4-0. Discussion was primarily related to how signage and other common area elements would be addressed should there be multiple owners of the site. The Commission was reassured by the Petitioner that the approved PUD and declaration of covenants would take precedent in any minor or major changes requested on the property, and that the center will operate like it does today unless authorized by the Village and Petitioner. In addition, the matter was reviewed by the Mount Prospect Chamber of 3 Commerce at their on September 9th Executive Board Meeting and recommended by unanimous votes that the Village Board approve the subdivision as submitted. This resubdivision ordinance was first presented to the Village Board at the June 1, 2021 Regular Meeting where it stood as a first reading. Alternatives 1. Adopt the ordinance granting approval of the final plat of subdivision for the Randhurst Center Resubdivision No. 2. 2. Discretion of the Village Board. Staff Recommendation Staff recommends that the Village Board adopt the ordinance granting approval of the final plat of subdivision for the Randhurst Center Resubdivision No. 2. ATTACHMENTS: Staff Report. pdf PZ -18-20 999 N. Elmhurst Road (minutes).pdf Administrative Content.pdf Plat of Subdivision.pdf October 28 EDC minutes.pdf Original Randhurst Ordinance_#5705.pdf MPCC Randhurst Letter of Support 11 11 2021.pdf 4 VILLAGE OF MOUNT PROSPECT 50 S. Emerson Street, Mount Prospect, IL 60056 STAFF REPORT FROM THE DEPARTMENT OF Community Development ent Planner APPLICANT/PROPERTY OWNER RREF III -P Randhurst Village, LLC c/o DLC Management Corp. PUBLIC HEARING DATE PROPERTY ADDRESS/LOCATION October 28th, 2021 999 N. Elmhurst Road BRIEF SUMMARY OF REQUEST DLC Management Corp. is requesting to subdivide a number of lots at 999 N. Elmhurst Road (Subject Property) into individual lots of record. The Subject Property is also known as Randhurst Village. The property was properly posted with several public notice signs. 2021 Village of Mount Prospect Zoning Map :v m Subject Property uciii,ve nue rV] STAFF RECOMMENDATION APPROVE APPROVE WITH CONDITIONS R3 SIZE OF PROPERTY 96.88 acres DENY 1 5 Kensington Road EXISTING EXISTING LAND SURROUNDING ZONING ZONING USE/SITE North: City of Prospect Heights B-3 Community IMPROVEMENTS East: B-3 Community Shopping, R -X Single Family Shopping An outdoor Residential, R-3 Low Density Residential shopping and South: B-4 Commercial Corridor, B-3 Community lifestyle center Shopping, R-4 Multi -Family Residential West: R -X, R-1 Single Family Residential, B-4 Corridor Commercial STAFF RECOMMENDATION APPROVE APPROVE WITH CONDITIONS R3 SIZE OF PROPERTY 96.88 acres DENY 1 5 ------------- DISCUSSION OF -•-• The owners of Randhurst Village, DLC Management, are requesting to subdivide their property into multiple lots. They are requesting the subdivision in order to sell a limited number of out lots around the perimeter of the property in order to raise capital to fund further improvements to the center and to attract new tenants. Randhurst Village was approved as a Planned Unit Development (PUD) in 2008 which authorized the demolition of the former enclosed mall and the construction of the existing Main Street development. The Petitioner is making this request, in part due to the current retail environment, particularly for large regional shopping centers such as Randhurst Village that is extremely challenging. The market has been shifting and evolving for many years, forcing mall owners and tenants to rethink their business strategies. The pandemic has simply accelerated that evolution and made it even more incumbent on stakeholders to respond to this changing environment. Every shopping mall owner has to focus on maintaining the viability of these very important community assets and ensure they remain productive, in terms of taxes, jobs and meeting resident retail and service needs, for the areas in which they are located. In order to reach these goals, capital is needed. For example, building and site improvements, signage and other elements may be needed to maintain a fresh and attractive appearance of the center. Renovation of a large, department store oriented space, such as the Carson's building, into new and viable retail space is a very costly undertaking. Owners want to be in a competitive position to offer attractive financing and tenant improvement options. The petitioner is a well -capitalized company but, like all other companies, its capital is not unlimited. Those who manage the shopping center here must compete with other company capital demands at other centers. The opportunity to sell one or more outparcels provides the petitioner with a creative vehicle to raise capital outside of the normal processes. That new capital can then be reinvested in the property. This reinvestment of course benefits the Petitioner because it allows for attraction and retention of tenants. The effort also benefits the Village, at no cost to taxpayers, by repositioning and updating the shopping center to ensure it meets market demands for the next decade and beyond. The Petitioner has stated that the likelihood of the sale of all 15 lots, particularly all at once, is low. The petitioner's knowledge of the market leads it to believe that there will be strong demand for five to seven lots. Demand for the balance of lots will vary. Notwithstanding that some lots may not appear to be strong contenders for disposition at this time, the petitioner wants to be able to quickly take advantage of opportunities that may arise. At the same time, the petitioner only wants to undertake this process once, which saves time, expenses and resources for the Village and the Petitioner. The Petitioner and the Village have the same goal (i.e., for the property to continue to function as a single unit). The Randhurst Village shopping center is governed by a recorded Declaration of Covenants, Restrictions and Reciprocal Easements Agreement. This document is an exhibit to all leases, loan agreements and prescribes all easement rights over and upon portions of the center devoted to common use and to prevent the use of the center for purposes that would be inconsistent with the ownership and operations of a first-class retail shopping center. The Petitioner has prepared an amended declaration which ensures the orderly and harmonious function of properties under different ownership. For example, the declaration, among other things, identifies the parking lots as common areas for use by all property owners, their tenants and tenant customers. Stormwater detention and facilities will similarly be treated as common elements. In addition, the declaration ensures that the internal road circulation system cannot be changed without the consent of the Petitioner. By doing so, the Petitioner ensures that traffic and pedestrian 2 1J circulation cannot be altered without thoughtful consideration as to the impacts on the rest of the shopping center. Finally, and perhaps most importantly, the declaration memorializes the treatment of core shopping center functions such as maintenance, upkeep and repair of common spaces. In short, the functions will continue as they do today (i.e., the Petitioner will coordinate and execute all of these functions and then bill a pro -rata share to each property owner). Continuation of this regime provides for uniformity in up keep of the shopping center (both quality and frequency), avoids disputes between property owners and service providers as to maintenance responsibilities, and ensures an efficient deployment of resources by having single service providers. All conditions that were approved as part of the original PUD will still apply to every proposed lot regardless of the ownership of the parcel. Staff has reviewed the proposed subdivision with our attorneys to ensure that the integrity of the PUD is maintained moving forward. Staff therefore recommends that the Planning and Zoning Commission recommend approval of the requested subdivision request. COMPREHENSIVE PLAN DESIGNATION The Village Comprehensive Plan designates the Subject Property as a future growth area and as a major commercial corridor in the future land use plan. Staff believes that the proposed plat of subdivision is not detrimental to the public welfare or injurious to other property or improvements in the area. Staff reviewed the plat and found that it was prepared in accordance with the Village's Development Code requirements. Staff finds that the proposed plat of subdivision is consistent with the Village Comprehensive Plan and meets all applicable requirements of the Village Code. Staff also believes that this subdivision provides the Petitioner with the best opportunity to raise capital to invest in Randhurst Village moving forward. Based on these findings, staff recommends that the Planning and Zoning Commission make a motion to adopt staff's findings as the findings of the Planning and Zoning Commission and recommend approval of the following motion: 1. "A plat of subdivision titled "Randhurst Center Resubdivision No. 2". The Village Board's decision is final for this case. ADMINISTRATIVE CONTENT OTHER ATTACHMENTS:;onen,r Request Application, Responses to EE�� (Supplemental Information, Public Standards„ etc•. Comments Received, etc...) I concur: William J. oney, AICP Director of Community Development 7 1 MINUTES OF THE REGULAR MEETING OF THE PLANNING & ZONING COMMISSION CASE NO. PZ -18-20 Hearing Date: October 28, 2021 PROPERTY ADDRESS: 999 N. Elmhurst Road PETITIONER: RREF III -P Randhurst Village, LLC c/o DLC Management Corp. PUBLICATION DATE: October 13, 2021 REQUEST: Plat of Subdivision MEMBERS PRESENT: William Beattie Norbert Mizwicki Walter Szymczak Joseph Donnelly MEMBERS ABSENT: Donald Olsen Thomas Fitzgerald Lisa Griffin STAFF MEMBERS PRESENT William J. Cooney – Director of Community Development Connor Harmon –Senior Development Planner Ann Choi— Development Planner INTERESTED PARTIES: DLC Management Corp. Chairman Donnelly called the meeting to order at 7:01 PM. Commissioner Beattie made a motion seconded by Commissioner Symczak to approve the minutes from the Planning and Zoning Commission meeting on September 9, 2021. The minutes were approved 4-0. Chairman Donnelly introduced case, PZ -18-20 999 N. Elmhurst Road for a plat of subdivision request. This case is Village Board final. Mr. Harmon explained the Petitioner is requesting to further subdivide the existing 3 lots on the Randhurst Village property into 15 new lots, for a total of 16 lots. Mr. Harmon explained that Randhurst Village is the Village's largest shopping center, and that it is an anchor along the Rand Road corridor. Mr. Harmon stated the Petitioner is intending to sell off some of the proposed newly created lots for immediate capital, which will enable the Petitioner to pay off debt and ultimately help reinvestment opportunities in the center. Mr. Harmon stated that this increase is opportunity ultimately serves as a tool for redevelopment and development, and that a thriving Randhurst Village is something the Village, Petitioner, and residents of Mount Prospect all want to see. Mr. Harmon then stated that if any of the lots were to be sold, all common area elements would remain intact, and the PUD and declaration of covenants would protect the center and property from any adverse or potentially undesirable actions requested. Planning & Zoning Commission Meeting- October 28, 2021 PZ -18-20 Joseph Donnelly, Chair 0 Mr. Harmon finally stated that the Village is in support of the request, and recommends that the Planning and Zoning Commission make a motion to adopt staff's findings as the findings of the Planning and Zoning Commission and approve the following motion: 1. "A plat of subdivision titled "Randhurst Center Resubdivision No. 2". Mr. Harmon stated the case is Village Board final. Chairman Donnelly asked if the PUD and common elements stand as is and if there are any changes to the PUD. Mr. Harmon stated that there are no changes to the existing PUD or any of the common area elements. Commissioner Beattie asked if any aesthetic changes would occur should any of the lots be sold off, signage or other. Mr. Harmon stated the PUD would override any situation or request, and that the property owner would need to approve the request, and potentially the Village depending on the request. Commissioner Beattie asked about potential property disputes and who manages the maintenance if properties were sold off. Chairman Donnelly stated the property owner would oversee the association in terms of maintenance, upkeep, and other common area elements, and that any changes would have to go through the property owner. Mr. Cooney stated the recorded declarations and approved PUD would supersede any request or issue with any property owners on the Subject Property. Chairman Donnelly swore in Andrew Scott, 10 S. Wacker Drive, Chicago, IL. Mr. Scott provided a presentation into the request and explained that the Petitioner is proposing to create 15 outlots which will be subject to the approved declarations and overall PUD, and the center will function like it does today. Mr. Scott explained there are multiple layers of protection for the site, and that the Petitioner and the Village will each have a say in what happens within the center overall should properties be sold off. Commissioner Beattie asked if the existing tenants could buy their property. Mr. Scott stated that is possible but unlikely. He explained there is a broad market for institutional, office uses, and other businesses that would like to develop and own their own pad or property. Mr. Scott further stated some investors could purchase existing buildings with existing tenants. Commissioner Beattie asked if the center will continue operating as it does now. Mr. Scott stated that is correct. Planning & Zoning Commission Meeting- October 28, 2021 Joseph Donnelly, Chair PZ -18-20 0 3 Commissioner Beattie stated that he wants to ensure Randhurst would remain the same and no large changes would be made as part of this request. Mr. Scott stated the Petitioner wants a strong, succeeding center and this request would help in achieving a thriving Randhurst Village. Commissioner Szymczak asked where the money would go should properties be sold off. Mr. Scott stated the money would go to help pay off the mortgage of the property, which eventually would free up additional capital to continue investing into the center while continuing to attract new tenants. Commissioner Beattie asked if a property is sold, could a property owner request its own aesthetic related elements individually, and what mechanism would prevent that. Mr. Cooney and Chairman Donnelly stated that the PUD would override any request within the individual sold off property. Chairman Donnelly stated the Village's legal team has also reviewed the request and confirmed the PUD and declarations would take precedent on any zoning or development related request. Hearing no discussion or questions, Chairman Donnelly asked for a motion. Commissioner Beattie made a motion seconded by Commissioner Symczak to approve the following motion: 1. "A plat of subdivision titled "Randhurst Center Resubdivision No. 2". UPON ROLL CALL AYES: Beattie, Mizwicki, Szymczak, Donnelly NAYS: None The motion was approved by a vote of 4-0. After hearing one additional case, Commissioner Beattie made a motion seconded by Commissioner Mizwicki and the meeting was adjourned at 7:26 PM. Connor Harmon Senior Development Planner Planning & Zoning Commission Meeting- October 28, 2021 PZ -18-20 Joseph Donnelly, Chair 10 Ma, Village of Mount Prospect Community Development Department 50 S. Emerson Street Mount Prospect, Illinois 60056 Phone: (847) 818-5328 Plat Application 1 Subject Prnperiy Address(es) 1 Randhurst Village Drive property Area (Sq.Ft./ Acres): 96.88 acres Parcel Index Number(s) (PIN(s): See attached Exhibit A. Type(s): 0 Subdivision/Resubdivision ❑ Consolidation ❑ Dedication ❑ Vacation ❑ Easement ❑ Annexation ❑ Condominium ❑ Other: Title(s): Summary of Plat(s) and any Variation/Code Exception(s) requested: Applicant is seeking to subdivide the property commonly known as the Randhurst Village Shopping Center. Name/Corporation: RREE Ill -P Randhurst Village, LLC Interest in Property: Fee title Address: c/o DLC Management Corp., 565 Taxter Rd., Elmsford, NY 10523 Phone: (914) 304-5645 _ Email: rallardyce@dlcmgmt,com In consideration of the information contained in this petition and all supporting documentation, it is requested that approval be given to this request. The applicant is the owner or authorized representative of the owner of the subject property. The petitioner and the owner of the property grant employees of the Village of Mount Prospect and their agent's permission to enter on the property during reasonable hours for visual inspection of the subject property. Applicant hereby affirms that all information provided herein and in all materials submitted in association with this application are true and accurate. Applicant Signature: Date: 11 Affidavit of Ownership COUNTY OF STATE OF I, Adam Ifshin , under oath, state that I am (print name) ❑ the sole owner of the property ❑ an owner of the property x❑ an authorized officer for the owner of the property commonly described as 1 Randhurst Village Drive (property address and PIN) See attached Exhibit A. and that such property is owned by RREF III -P Randhurst Village, LLC as of this date. (print name) Subscribed and sworn to before me this ) day of jT za=. Notary Public REBECCA B ALLARDYCE NOTARY PUBLIC -STATE OF NEW YORK No.01AL6369835 Qualified In W09trihe9ter County My Commission Explfg§ 064h4021 2 RREF III -P Randhurst Village, LLC, a Delaware limited liability company Signature Adam Ifshin President 12 SCHEDULE B-2 EASEMENT NOTES 2 �I wxm� realm by�9w�n1 npancRoennalunt cowwuuge��m�capm°tkn °I ttaawn m ue °i° i °° mw:vnmevtwl��Pllliwlse flkabdily s0. lo]I01n• N3]B6B2e io wnin�vRmtl �°ra F slglmb°r unerb9]rw:e wn mry ewer one unamyiam waw md�a xlm mon �� wl� wnu�me�ttim� ma o°w�mu reu, mean tmbe �ima Prem ,w°Na O.Sr 2 ro LOCAnOxs, vui Os. Rl.nt�m lyyy w I-- Isva]Ivs A olmmzli PImP2ntr. 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Poma 0 P F SURVEYOR'S CERTIFICATE oeimv nm. ;L (m oases°m. .-1oie.`btc be RO - uiavr °w`°i.lnt$°Hi eB°•°, uc: at°o.le °.m° Imn.a m pot me IM w:wy m .1. n d baa xre moss h na°mmm ala �mPl Oby AL10, ° a was me°n°a°It-- i z a 'm.'ee° To °I.'io a soba leia°ii° a e za ysxl1 y, GENERAL SURVEY NOTES: wM w. mn n m. ns. me/r wnbam slnmme. m Bm slate .� IIR,n. wmmm . bmm,wL x>`.Te`M':S" b.wm. I. aehm P �r y ma d mw m a e mPrty amrom nr.m d m. wn. m u. P.wrlr amrom n mdmn im. mwnnm .P., .�t P��nP:w b' m me xae bem Phttm x.w _ . ommmnn x by. ue Fmrm Fw .y _tLr°i: um°rb. travcmbea wtb a a. m lemtmmtw nr wry�.ei a ntsy, s�.m: n.r I.almeyR°.bld, I. a. mnmt nme lew.vm R.t. wP rm ue d-11 p.b1l. enwm or bgmmre . The mm — m —. bb-, wmw m IHe vubhm P:wrlr d x892. mauan9 1. a .d men Ie n° mwme saemn m mm�t°n°m=,ibtbn aampx ommnmen , n In e m Nant P:°wecl. •'" wIM r (cal nr me n�in/wvs unmumienvewmem°�°"e enma°Ixwm.nnm bi°rne emi:;t p:wrty Am9 erwe M P�mlic caw, edetnn. mepnm. w ma .m::n vow ammo. wbhm P:wrtr mw,an9 to ne u.s. Fwd ma ynax. seraw xolpna eaenm. n. iaynio�°IO0°I.a°a°tm..wt`°.rs9o./eume.. eon tno°i Pme vatic/ benwt.a hem. °L'm ane n. w1a Aar tl:m9w to ue wbhet Pr LIST OF POSSIBLE ENCROACHMENTS (DPm.el. nn mm m Bn 9 e R. mlmm ma 2 ALTA/NSPS LAND TITLE SURVEY Randhurst Village &A&S0C1AM.11C.ofNC 999 North Elmhurst Road, Village of Mount Prospect A. WMAzr B�a9]as99 Cook County, State of Illinois rB2a.�9] Located in Section 27 Township 42 North Range 11 East Rwrwm oxa u xsslm, xwlee Sheet Na. I M 4 Po:d 2 18V,b2b Sq. Ft! Poma 0 4,a0.0 SR°°°kFt.t e Fz°°Pt -08.�57 s Ftt ALTA/NSPS LAND TITLE SURVEY Randhurst Village &A&S0C1AM.11C.ofNC 999 North Elmhurst Road, Village of Mount Prospect A. WMAzr B�a9]as99 Cook County, State of Illinois rB2a.�9] Located in Section 27 Township 42 North Range 11 East Rwrwm oxa u xsslm, xwlee Sheet Na. I M 4 UNE DATA CURVE DATA CURVE DATA �"° apapM me . . .. _II, .am. - _Rµ a.an �Rx •xir m:av GRAPHIC SCALE N owp merpuw sa9zrm•[pu x.arPu Riv.sa zzas•zrTzrazR �.9a; na • o•� ro.ao' 6zowaw sazrputi a99 •93-atau z6'(w .R�r ,�e•,r•6 v:e'v w°w'�miP z0.0tl(MYV) t]20e'preR) 9 '.11'SI^A(IR .m'(rq x.95 •6x92 A 6S 'R610SE rA >S.ov(rr60 H 02 e�so wer msn°or6sE 9ai9'��'ae ' mo°IX- 100)" W E xaaR z w a m S Avenue I. xm°n,-,r-ww xr.+wr ro. ="55 seaxss'c () r se•() T — I I I � so6ai. 9�9 I smRr �p �� f7 ........ ........... §m pp_ I I r � xuc xx� a ea xu I I° I I s 0 I� PARCEL A� I I �sM a m a I I xxs9arw, Rasr( n c'�' ff w.evc.nw I vo mi. we, RRn w-wmi` � x"". ��xoo.,o..: soo San• i.mm""iam°:rwx I LEGEND R Rox Px Rax6 � O Ps Rox ax x'r kaka x ,Hot\4t7777 O P, Pdxr xo xan.m.rtwa, ram ovr vxaa m..... it xeRtpeC G0.00 ® smra.9 oRAx uuatpe sR', sA' R.m. ':•" _ _ SP _ _ _ _ _ _ _ Re°' _ _ __ E_ost K Nn9ton Aroma 6 _ __ __ __ w TRM.eE•m� ________ wP�k�fla—__� _u°xat/9m Aiun ntix-tl _ ALTA/NSPS LAND TITLE SURVEY `a+ RRF.R.T.ANn_ AI$Q a Randhurst Village &ASSOCIATES, INC. ufNC UM 999 North Elmhurst Road, Village of Mount Prospect �,n^'•AAl .ai.. r Cook County, State of Illinois rem aer«,eaaramR Located in Section 27 To nshfD 42 North Ran a 11 East w R 6R6 Sheet No. 2 0( 4 LINE DATA CURVE DATAL�su CURVE DATA f.om ae �u nersmoo;w araoa IV as.00'pua7 e:; S94W28VW xorYW w:atn "xszAwevasescoawr�e iaaa0°v GRAPHIC SCALE 32.0a'P10ft) a0.2nT(WdV) s SB'0.TX(W Vs.zeYW sr.aY m'tt2 �v�a_lsa;E .A9Y Oa(Ntlt) BB'(NGx) 50 3a'Njlq GB'(W 6�6N _� 91 S6u4 E m'aYE 7- r~ xH.muoa,'au x m'zr•HrW KYW ax �m"ic tme r: =11 W E S xemHe•e� aM _ _ eumaet url�el .UxstaI Hm-Roegl W,w — — — _ _ Eue//d Awnum x e.n �m�>W e•wmm..mw ,n., cUxat F.. wt. nm ®-smireiiu �vm'+H ee.xa °�. 3 I " ° am s,aH I I FS*i i � oU IIIl1/Id K4/ l'�MMIIIIl117rLLl .e,me ® o I a I � (111111 /Illi ll�n m ` V i w I - 1' owe •.n ar + _ � �i s 3 iMrm anx 4�\ mn row 1•: _ _� 5 PARCEL 2. ( H is fl "i• ® w ® gpx.r ,. SIS 3� --------------�} I I • F® ro F, O Rmid Rand US f2) ®# .amm lean rr. Y sa Holw a ` .w.,x,. r+� F. H # # LEGEND�r�; # ® °. n�.® ®f FF Hox rex FaMf cr F A O O Fr raxr-xo we�n,.�unon iy s amo m 'O x sS w tai.m ® a m -c xesso• ® F,a:x a:ax xnwaE dF ..... ®4 Ir — H.m, N;yt�x- FIRE H 2. jEff.—*4jM:= ALTA/NSPS LAND TITLE SURVEY Randhurst Village RSOCI T0S,INCSCA''ES &ASSOCIATES, INC. afNC liz M. _ s•�e®'i vdBar syvrs su/.A 999 North Elmhurst Road, Villa a of Mount Prospect ^a'^�' S P H�101xf�t,.a,x.c:.rsz Cook County, State of Illinois rHse,fHr.fs,H Looted to Section 27 7ownshl 42 North Range II East If PARCEL 29 (BASEMENT LEVEL) LAND AREA: —4 1 w ■ ��3 PARCEL 30 (LEVEL 1) LAND AREA: —4w 11 Alf ®'' ff _/ / ® ® PARCEL 3> (LEVELS 2-4) LAND AREA: w.z,e 4.o M-qqqWpw—m— PARCEL 32 (LEVEL 5) LAND AREA: — 42."F« UNE DATA _ N —E U.rQevae�c nx �.'>r`e mnc :o vx U. m 'eYw soa neY W E xzo �m ss'uY U.�nv�•e a .v LEGEND S.—VEe> " 0 a°w ss Y 0 CURVE DATA g au'.w�'t xiss 0 as'm'w ® moi. tl 'wiab �'s�te 6Y4'W eve� ns ex u.er miorsrc u.�. 'bn a �sy 5 GRAPHIC SCALE mss O IMv °itirw � ( n m n. uo sze'osexau-x �4r ALTA/NSP5 LAND TITLE SURVEY ® Randhurst Village FREELAND CT.TNKSCAT.nc &ASSOCIATES INC.afNC UK 999 North Elmhurst Road, Village of Mount Prospect rem �,.ssee Cook County, State of Illinois ANNM VRa Located in Section 27 Township 42 North Ran a 11 Fast®"'gym" @I umm sheet No. 4 of 4 ALTA OWNER'S POLICY OF TITLE INSURANCE Issued By: rviiuy rvuniuGi. CCH11905587LD Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Florida corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. Copyright American Land Title Association. All rights reserved. ANM FD„i E The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20@02:46M Page 1 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 17 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. CCH11905587LD 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHEREOF, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be signed and sealed by its duly authorized officers. Chicago Title Insurance Company 10 South LaSalle Street, Suite 3100 Chicago, IL 60603 Countersigned By: �rv�i 1fL Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. .r Vgsu o F Chicago Title Insurance Company By: A. Hi" I,— Attest: President Secretary The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAND TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 2 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 18 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. CCH11905587LD EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 3 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 19 CHICAGO TITLE INSURANCE COMPANY SCHEDULE A OWNER'S POLICY NO. CCH11905587LD Name and Address of Title Insurance Company: Chicago Title Insurance Company 10 South LaSalle Street, Suite 3100 Chicago, IL 60603 Address Reference: 999 N Elmhurst Road, Mount Prospect, IL 60056 Date of Policy Amount of Insurance January 2, 2020 $60,000,000.00 1. Name of Insured: RREF I II -P Randhurst Village, LLC 2. The estate or interest in the Land that is insured by this policy is: Fee Simple as to Parcels 1 and 2 and Easement as to Parcel 3 3. Title is vested in: RREF III -P Randhurst Village, LLC, a Delaware limited liability company 4. The Land referred to in this policy is described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF THIS POLICY VALID ONLY IF SCHEDULE B IS ATTACHED END OF SCHEDULE A Copyright American Land Title Association. All rights reserved. ANM FD„i E The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20@02:46M Page 4 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD EXHIBIT "A" Legal Description PARCEL 1: LOTS 1, 2 AND 3 (EXCEPTING FROM SAID LOT ONE THAT PART TAKEN BY DEPARTMENT OF TRANSPORTATION STATE OF ILLINOIS IN CASE NO. 871-51078 AND ALSO EXCEPTING FROM SAID LOT ONE THAT PART CONVEYED TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF TRANSPORTATION PURSUANT TO THAT CERTAIN QUIT CLAIM DEED RECORDED SEPTEMBER 29, 1995 AS DOCUMENT NO. 95664230) IN RANDHURST CENTER RESUBDIVISION - NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 AND REGISTERED IN THE OFFICE OF THE REGISTRAR OF TITLES OF SAID COUNTY AS DOCUMENT NO. LR3637429. PARCEL 2: NORTH 70 FEET OF THE WEST 70 FEET OF THE SOUTH 120 FEET OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. LESS AND EXCEPT FROM PARCELS 1 AND 2 THE FOLLOWING PARCELS OF LAND: PARCEL 29(**): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION - NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING BELOW AN ELEVATION OF 670.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE AM F RI CAN Copyright American Land Title Association. All rights reserved. FAN„ ,,TLE IAI The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 5 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 21 EXHIBIT "A" Legal Description NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 1.94 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 298.50 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 26.50 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 161.50 FEET; THENCE NORTH 60 DEGREES 01 MINUTES 21 SECONDS WEST, A DISTANCE OF 165.50 FEET; THENCE SOUTH 29 DEGREES 58 MINUTES 39 SECONDS WEST, A DISTANCE OF 460.00 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 139.00 FEET TO THE POINT OF BEGINNING, CONTAINING 1.566 ACRES, MORE OR LESS PARCEL 30(**): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION - NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, AM F RI CAN Copyright American Land Title Association. All rights reserved. FAN„ ,ITLE II0 The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 6 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 22 EXHIBIT "A" Legal Description ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION- NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING ABOVE AN ELEVATION OF 670.55 AND BELOW AN ELEVATION OF 691.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 AM F RI CAN Copyright American Land Title Association. All rights reserved. FAN„ ,,TLE IAI The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 7 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 23 EXHIBIT "A" Legal Description DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 300.44 FEET; THENCE SOUTH 29 DEGREES 58 MINUTES 39 SECONDS WEST, A DISTANCE OF 52.47 FEET; THENCE NORTH 60 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 18.67 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 100.84 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE NORTH 59 DEGREES 52 MINUTES 46 SECONDS WEST, A DISTANCE OF 104.42 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 34.56 FEET; THENCE SOUTH 74 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 23.35 FEET TO A POINT ON THE NORTHWESTERLY LINE OF PARCEL 29 AS DEPICTED ON THIS TAX DIVISION PLAT; THENCE SOUTH 29 DEGREES 58 MINUTES 39 SECONDS WEST, ALONG SAID NORTHWESTERLY LINE OF PARCEL 29, A DISTANCE OF 9.45 FEET; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 82.59 FEET; THENCE NORTH 74 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 67.03 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 53.93 FEET; THENCE SOUTH 60 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 15.17 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 16.92 FEET TO THE POINT OF BEGINNING, CONTAINING 0.213 ACRES, MORE OR LESS. PARCEL 31(**): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION- NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING ABOVE AN ELEVATION OF 691.55 AND BELOW AN ELEVATION OF 726.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 AM F RI CAN Copyright American Land Title Association. All rights reserved. FAN„ ,,TLE IAI The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 8 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 24 EXHIBIT "A" Legal Description FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 134.03 FEET; THENCE NORTH 60 DEGREES 01 MINUTES 21 SECONDS WEST, A DISTANCE OF 65.45 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 50.33 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 26.43 FEET; THENCE SOUTH 74 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 51.65 FEET; THENCE NORTH 15 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 88.52 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 244.70 FEET; THENCE NORTH 44 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 81.50 FEET; THENCE SOUTH 45 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 69.44 FEET; THENCE SOUTH 44 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 66.77 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 122.87 FEET; THENCE NORTH 60 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 7.36 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 82.13 FEET TO THE POINT OF BEGINNING, CONTAINING 0.590 ACRES, MORE OR LESS. PARCEL 32(**): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION- NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF AM F RI CAN Copyright American Land Title Association. All rights reserved. FAN„ ,,TLE IAI The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 9 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 25 EXHIBIT "A" Legal Description DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING ABOVE AN ELEVATION OF 726.55 AND BELOW AN ELEVATION OF 744.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 AM F RI CAN Copyright American Land Title Association. All rights reserved. FAN„ ,,TLE IAI The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 10 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD EXHIBIT "A" Legal Description SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 134.03 FEET; THENCE NORTH 60 DEGREES 01 MINUTES 21 SECONDS WEST, A DISTANCE OF 65.45 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 50.33 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 26.43 FEET; THENCE SOUTH 74 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 51.65 FEET; THENCE NORTH 15 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 88.52 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 37.51 FEET; THENCE SOUTH 60 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 61.96 FEET; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 2.21 FEET TO THE POINT OF BEGINNING, CONTAINING 0.152 ACRES, MORE OR LESS. PARCEL 3: A NONEXCLUSIVE STAIR #3 EASEMENT, ELEVATORS EASEMENT, GROUND FLOOR EXIT PASSAGEWAY EASEMENT, SECOND FLOOR PASSAGEWAY EASEMENT, HOTEL LOBBY EASEMENT, BASEMENT GARAGE EASEMENT, UTILITY CHASES EASEMENT, FIRE PUMP EASEMENT, STRUCTURAL SUPPORT AND MAINTENANCE EASEMENT, UTILITIES EASEMENT, EASEMENT FOR REPAIR OF ADJOINING STRUCTURES, EASEMENT FOR ENCROACHMENTS AND EMERGENCY ACCESS EASEMENT ASSET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR 1 RANDHURST VILLAGE DRIVE, MOUNT PROSPECT, IL DATED MARCH 31, 2015 AND RECORDED APRIL 1, 2015 AS DOCUMENT NUMBER 1509141054 FOR THE PURPOSES SET FORTH IN SAID DOCUMENT. AM F RI CAN Copyright American Land Title Association. All rights reserved. FAN„ TITLE IAI The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 11 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 27 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. CCH11905587LD SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees or expenses that arise by reason of: General Exceptions Rights or claims of parties in possession not shown by Public Records. 2. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land. 3. Easements, or claims of easements, not shown by the Public Records. 4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by the Public Records. 5. Taxes or special assessments which are not shown as existing liens by the Public Records. Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAND TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 12 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD q-1 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B OWNER'S POLICY NO. CCH11905587LD EXCEPTIONS FROM COVERAGE (continued) BA 6. Taxes for the year 2019, not yet due or payable. Permanent Index Numbers: A) PERMANENT INDEX NUMBERS (2018 Taxes Paid in 2019: 03-27-401-040-0000 (affects Parcel 2 and no other property) 03-27-401-264-0000 (affects part of Parcel 1 and no other property) 03-27-401-265-0000 (affects part of Parcel 1 and no other property) 03-27-401-267-0000 (affects part of Parcel 1 and no other property 03-27-401-270-0000 (affects part of Parcel 1 and no other property) 03-27-401-272-0000 (affects part of Parcel 1 and no other property) 03-27-401-274-0000 (affects part of Parcel 1 and no other property) 03-27-401-275-0000 (affects part of Parcel 1 and no other property) 03-27-401-277-0000 (affects part of Parcel 1 and no other property) 03-27-401-280-0000 (affects part of Parcel 1 and no other property) 03-27-401-281-0000 (affects part of Parcel 1 and no other property) 03-27-401-282-0000 (affects part of Parcel 1 and no other property) 03-27-401-283-0000 (affects part of Parcel 1 and no other property) 03-27-401-292-0000 (affects part of Parcel 1 and no other property) 03-27-401-293-0000 (affects part of Parcel 1 and no other property) B) PERMANENT INDEX NUMBERS (2019 Taxes Payable in 2020): 03-27-401-040-0000 03-27-401-264-0000 03-27-401-265-0000 03-27-401-267-0000 03-27-401-270-0000 03-27-401-272-0000 03-27-401-274-0000 03-27-401-275-0000 03-27-401-277-0000 03-27-401-280-0000 03-27-401-281-0000 03-27-401-282-0000 03-27-401-293-0000 03-27-401-294-0000 03-27-401-295-0000 03-27-401-296-0000 03-27-401-297-0000 03-27-401-298-0000 03-27-401-299-0000 03-27-401-300-0000 03-27-401-301-0000 03-27-401-302-0000 Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAND ,,TLE n51lIC IAIION Printed: 01.16.20 @ 02:46 PM Page 13 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD N7 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B OWNER'S POLICY NO. CCH11905587LD EXCEPTIONS FROM COVERAGE (continued) 03-27-401-303-0000 03-27-401-304-0000 03-27-401-305-0000 DF 7. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated December 30, 2019 and recorded January 2, 2020 as Document No. 2000240021 made by RREF III -P Randhurst Village, LLC, a Delaware limited liability company, RREF III -P RANDHURST VILLAGE FINANCE, LLC, a Delaware limited liability company and RREF III -P RANDHURST VILLAGE TENANT, LLC, a Delaware limited liability company to Ladder Capital Finance LLC, a Delaware limited liability company to secure an indebtedness in the amount of $60,000,000.00 DG 8. Assignment of Leases and Rents, Security Agreement and Fixture Filing dated December 30, 2019 and recorded January 2, 2020 as Document No. 2000240022 made by RREF III -P Randhurst Village, LLC, a Delaware limited liability company, RREF III -P RANDHURST VILLAGE FINANCE, LLC, a Delaware limited liability company and RREF III -P RANDHURST VILLAGE TENANT, LLC, a Delaware limited liability company to Ladder Capital Finance LLC, a Delaware limited liability company DH 9. Security interest of Ladder Capital Finance LLC, a Delaware limited liability company, secured party, in certain described chattels on the land, as disclosed by financing statement naming RREF III -P Randhurst Village, LLC, a Delaware limited liability company, RREF III -P RANDHURST VILLAGE FINANCE, LLC, a Delaware limited liability company and RREF III -P RANDHURST VILLAGE TENANT, LLC, a Delaware limited liability company, as debtor and recorded January 2, 2020 as Document No. 2000240023. E 10. Rights of tenant as tenant only, under lease made by Rouse-Randhurst Shopping Center, Inc., as lessor, and Home Depot U.S.A., inc., as Lessee, dated August 25, 1994, which lease was disclosed by a Memorandum of Lease recorded on March 21, 2000 as document 00197324, which lease demises the land for a term of years beginning July 1, 1995 and ending fifteen years thereafter. And all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee, as amended by First Amendment to Lease recorded November 26, 2003 as document 0333032144, and which lease contains no right of first refusal or option to purchase. F 11. Lease made by Rouse-Randhurst Shopping Center, Inc., a Maryland corporation to Steak N Shake, Inc., an Indiana corporation dated March 8, 1999, a short form lease of which was recorded May 17, 1999 as documents 99473356 and 99473357 demising the land as depicted on Exhibit "b" for a term of fifteen (15) years beginning on the date determined as set forth in section 3.1 of the lease, and all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. Note: Option to extend the term for four (4) additional successive terms of five (5) years. Lease contains no right of first refusal or option to purchase. (Affects Shopping Center) Copyright American Land Title Association. All rights reserved. ANM FD„i E The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20@02:46M Page 14 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 30 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B OWNER'S POLICY NO. CCH11905587LD EXCEPTIONS FROM COVERAGE (continued) G 12. Rights of tenant as tenant only, under lease made by Rouse-Randhurst Shopping Center, a Maryland Corporation to General Cinema Theatres of Illinois, Inc., an Illinois corporation dated August 29, 1996 a Memorandum of which was recorded november 21, 1996 as document 96889111, demising the land for a term of years, and al rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. (Affects the Shopping Center) First Amendment to Memorandum of Lease recorded October 28, 2009 as document 0930145059. Lease contains no right of first refusal or option to purchase. H 13. Rights of tenant as tenant only, under memorandum of Ground Lease made by Rouse-Randhurst Shopping Center, LLC., a Maryland limited liability company to Costco Wholesale Corporation, a Washington corporation dated October 31, 2003 and recorded November 26, 2003 as document number 0333032141, as amended by First Amendment to memorandum of Ground Lease recorded October 30, 2008 as document 0830405002, demising the land for a term of years commencing on the date thereof and expiring 20 years later, and all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. Note: Said Lease contains a right of first refusal with respect to offers to purchase the leased premises. Said right of first refusal is not applicable to this transaction. Terms, provisions and conditions of the consent, Lease Recognition, Attornment and Guaranty Agreement made by and between Costco Wholesale Corporation, a Washington corporation, and Rouse-Randhurst Shopping Center, LLC., a Maryland limited liability company and other recorded November 26, 2003 as Document 0333032143. (Affects part of Lot 1) Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 15 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 31 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B OWNER'S POLICY NO. CCH11905587LD EXCEPTIONS FROM COVERAGE (continued) 14. Rights of tenant as tenant only, under Memorandum of Ground Lease made by Rouse-Randhurst Shopping Center, LLC., a Maryland limited liability company to Here's Wings Real Estate, LLC., an Illinois limited liability company dated November 23, 2004 and recorded December 2, 2004 as document number 0433733150, demising the land for a term of years commencing on the "Rent Commencement Date" as that term is defined in Article 1 of the lease and terminates on the last day of the month in which the 20th anniversary of the commencement date occurs, and all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. Note: The tenant has the option to extend the term of the lease for four (4) addition periods of five (5) years each. Memorandum of Assignment and Assumption of Lease dated July 1, 2019 and recorded July 23, 2019 as Document No. 1920434110, made by and between Here's Wings Real Estate, LLC, an Illinois limited liability company, assignor, and Blazin Wings, Inc., a Minnesota corporation., assignee. (Affects part of Lot 1 ) 15. Rights of Jewel Food Stores Inc., under lease dated April 19, 1995, a Memorandum of which was recorded April 25, 1995 as document 95270450; and all parties claiming by thru or thereunder, and which lease contains no right of first refusal or option to purchase. (Affects Shopping Center) Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 16 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 32 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. CCH11905587LD SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) K 16. Rights of tenant as tenant only, under unrecorded lease made by Randhurst Corporation, a corporation of Delaware to Wieboldt Stores, Inc., a corporation of Illinois (now assigned to P.A. Bergner & Company of Illinois) dated May 26, 1961, demising part of the land for a term of thirty-nine (39) years as disclosed by a short form amendment to lease , a Memorandum of which was dated June 25, 1981 and recorded June 30, 1981 as document 25922896, and filed June 30, 1981 as LR3221722, which short form amendment extends the terms of the lease to June 30, 2001 and grants and option to renew up to twenty (20) additional years and all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee, and which lease contains no right of first refusal or option to purchase. Note: The lessor's interest in the above lease was assigned by Randhurst Corporation, a corporation of Delaware to LaSalle National Bank, a national banking association as trustee under trust agreement dated May 5, 1981 and known as trust number 103910 by an Assignment of Leases dated May 12, 1981and recorded June 30, 1981 as document 25922895. The following conveyance deeds have been recorded: 25874609 Quit Claim Deed made by Randhurst Corporation to LaSalle National Bank Trust No. 103910. 25922899 Trustee's Deed made by LaSalle National Bank as Trustee under trust agreement dated May 5, 1981 trust no. 103910 to Genevieve R. Cermak. (nominee deed) 25922900 deed made by Genevieve R. Cermak to Morgan Guaranty Trust Company under trust dated Dec 9, 1960 for the Commingled Pension Trust Fund. 0513819028 Special Warranty Deed made by Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank, N. A. dated December 9, 1960 to Randhurst Shopping Center Realty Holding Company. 0729003211 Quit Claim Deed made by Randhurst Shopping Center Realty Holding Company to CLP/SPF Randhurst LLC. 0827626036 Quit Claim Deed made by CLP/SPF Randhurst LLC to Randhurst Shopping Center LLC. 1517345041 Special Warranty Deed made by Randhurst Shopping Center LLC to Randhurst Improvements, LLC. Assigned to P.A. Bergner and Company of Illinois, a short form memorandum of Lease recorded January 5, 1988 as document 88003149. L 17. Rights of tenant as tenant only, under lease made by Randhurst Shopping Center, Realty Holding Company and Rand Office Realty Holding Company, to Bed, Bath & Beyond Inc., a Memorandum of which was recorded July 1, 2005 as document number 0518212165, the restrictions, conditions and provisions therein, and all rights thereunder of, and all acts done or suffered thereunder by, said lessee by any party claiming by, through, or under said lessee, and which lease contains no right of first refusal or option to purchase. Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 17 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 33 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. CCH11905587LD SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) M 18. Lease made by Randhurst Shopping Center LLC to Cost Plus, Inc dated August 8, 2011, a Memorandum of which was recorded March 29, 2012 as document number 1208919009, demising the land for a term of years, and all rights thereunder of , and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. N 19. Lease made by Randhurst Shopping Center LLC to RVDC, LLC dated April 4, 2012, a Memorandum of which was recorded May 25, 2012 as document number 1214655072, demising the land for a term of years, and all rights thereunder of , and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. O 20. Lease made by Randhurst Shopping Center LLC to Petsmart Inc dated January 27, 2010 , a Memorandum of which was recorded March 8, 2010 as document number 1006713043, demising the land for a term of years, and all rights thereunder of , and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. P 21. Lease made by Randhurst Shopping Center LLC to T.J. Max of IL, LLC dated April 27, 2011, a Memorandum of which was recorded November 16, 2011 as document number 1132055028, demising the land for a term of years, and all rights thereunder of , and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. Q 22. Lease made by Randhurst Shopping Center LLC to Panera, LLC, a Memorandum of which was recorded July 11, 2012 as document number 1219315037, demising the land for a term of years, and all rights thereunder of , and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. R 23. Lease made by Randhurst Shopping Center, LLC to National City Bank, N.A. dated June 15, 2009 and recorded December 11, 2009 as document number 0934518083, demising the land for a term of 25 years with 6 successive extensions of 5 years each, and all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. S 24. Lease made by Randhurst Shopping Center, LLC to Outback Steakhouse of Florida, LLC, successors -in -interest to Carrabba's Italian Grill, LLC dated May 13, 2014 and recorded June 16, 2014 as document number 1416722016, demising the land for a term of years ending 126 months from date of commencement, and all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. Note: Lease provides for three successive renewal terms of five years each. First Amendment to Memorandum of Lease dated January 26, 2015 and recorded February 18, 2015 as document number 1504915030. Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 18 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 34 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B OWNER'S POLICY NO. CCH11905587LD EXCEPTIONS FROM COVERAGE (continued) AF 25. Lease made by Randhurst Improvements, LLC to Michaels Stores, Inc. dated April 28, 2017 and recorded September 22, 2017 as document number 1726515113, demising the land for a term of years beginning on the "completion date" of the lease (as such term is defined in the lease) and ending on the last day of February, 2028, and all rights thereunder of, and all acts done or suffered thereunder by, said lessee or by any party claiming by, through, or under said lessee. The lease grants to tenant successive options to extend the lease term from the date upon which the lease term would otherwise expire for three additional periods of five years each. AN 26. Existing unrecorded lease in favor of DSW Shoe Warehouse, Inc., a Missouri corporation, dated July 20, 2018 and all rights thereunder of the lessees and of any person or party claiming by, through or under the lessees, as disclosed by Subordination, Non -disturbance and Attornment Agreement dated July 19,2018 and recorded July 11, 2019 as Document No. 1919213265. AP 27. Existing unrecorded lease in favor of Department Store Box, LLC and all rights thereunder of the lessee and of any person or party claiming by, through or under the lessee. Assignment and Assumption of Lease Agreement dated September 3, 2019 made by and between Department Store Box, LLC (Assignor) to Redus One, LLC (Assignee). Assignment and Assumption of Lease Agreement dated December 30, 2019 made by and between Redus One, LLC (Assignor) and RREF III -P RANDHURST VILLAGE TENANT, LLC, a Delaware limited liability company (Assignee), recorded January 2, 2020 as Document No. 2000240020. T 28. Perpetual easement created by grant from Randhurst Corporation, a Corporation of Delaware to the Village of Mount Prospect, an Illinois Municipal Corporation, dated September 5, 1972 and recorded September 21, 1972 as document 22059609 and filed July 30, 1974 as LR2765826 to construct and to maintain underground sanitary sewers and underground water mains, with manholes, valve vaults, fire hydrants, and other appurtenances thereto, and with the right to construct and maintain underground water service pipes connecting therewith in and over the strip of land 10 feet in width. Locations of which were further amended by Easement Aborgation Plat recorded July 27, 2015 as document number 1520819055. See document for exact location easements . Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 19 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 35 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B OWNER'S POLICY NO. CCH11905587LD EXCEPTIONS FROM COVERAGE (continued) U 29. Right of Way for: (A) A 42 -inch storm sewer located 20 feet east of the east line of Elmhurst road; (B) For a 48 -inch storm sewer approximately 20 feet south of and parallel to the south line of Euclid Road; As shown on the Plat of Resubdivision files July 24, 1987 as LR3637429 and recorded July 24, 1987 as document 87408581 and as amended by Easement Abrogation Plat Recorded July 27, 2015 as document number 1520816055. See Plat for exact locations. AA 30. Terms of the Redevelopment Agreement by and between the Village of Mt. Prospect and Randhurst Shopping Center LLC, dated December 8, 2009, recorded May 3, 2010 as document number 1012329004. AB 31. Terms, conditions, restrictions and easements as contained in the Declaration of Covenants, Conditions and Restrictions for 1 Randhurst Village Drive, Mount Prospect, Illinois dated March 31, 2015 and Recorded April 1, 2015 as document number 1509141054, together with rights of adjoining owner or owners to the concurrent use of said easement. AD 32. Easement in favor of Commonwealth Edison Company, AT&T Illinois A.K.A. Illinois Bell Telephone Company, Northern Gas Company doing business as Nicor Gas Company, and Comcast Corporation and its/their respective successors and assigns, to install, operate and maintain all equipment necessary for the purpose of serving the land and other property, together with the right of access to said equipment, and the provisions relating thereto contained in the Plat recorded June 22, 2015 as document number 1517316058, affecting the land depicted on the Plat as easement, utility easement or public utility easement. AG 33. Notice of watershed management permit requirements and obligations of perpetual maintenance and operation for Michaels and retail buildings recorded June 12, 2018 as document number 1816317202. AH 34. Notice of watershed management permit requirements and obligations of perpetual maintenance and operation for Kiddie Academy recorded June 12, 2018 as document number 1816317203. AJ 35. Temporary Construction License for ingress and egress as granted by the Temporary Construction License dated July 15, 2019 made by and between Randhurst Improvements, LLC, a Delaware limited liability company and Chick-Fil-A, Inc., a Georgia corporation, and as shown on the Survey. (Affects Part of Lot 1) Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 20 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 36 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B OWNER'S POLICY NO. CCH11905587LD EXCEPTIONS FROM COVERAGE (continued) AK 36. Traffic Signal Equipment and Loop Detector Easement as granted to the Illinois Department of Transportation (I.D.O.T) by Plat of Easement recorded October 4, 2019 as document number 1927713083, and the terms and provisions contained therein. for further particulars see plat (Affects Lot 1) AS 37. Existing unrecorded leases and all rights thereunder of the lessees and of any person or party claiming by, through or under the lessees. END OF SCHEDULE B Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAN D TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 21 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 37 CHICAGO TITLE INSURANCE COMPANY CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: OWNER'S POLICY NO. CCH11905587LD (a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant": An Insured claiming loss or damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 22 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 38 CHICAGO TITLE INSURANCE COMPANY OWNER'S POLICY NO. CCH11905587LD (continued) 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) to pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 23 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 39 CHICAGO TITLE INSURANCE COMPANY (continued) OWNER'S POLICY NO. CCH11905587LD (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by Ten percent (10%), and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within thirty (30) days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is Two Million and No/100 Dollars ($2,000,000) or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of Two Million and No/100 Dollars ($2,000,000) shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) Printed: 01.16.20 @ 02:46 PM Page 24 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 40 CHICAGO TITLE INSURANCE COMPANY (continued) OWNER'S POLICY NO. CCH11905587LD (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at: Chicago Title Insurance Company P.O. Box 45023 Jacksonville, FL 32232-5023 Attn: Claims Department END OF CONDITIONS Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Owner's Policy (06/17/2006) AMF- LAND TITLE n51l�C IAIION Printed: 01.16.20 @ 02:46 PM Page 25 IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 41 ENDORSEMENT - SE 287 Issued By: POLICY MODIFICATION MLLCI ,I IGU W r - UI It,y IVUI IIIJGI. CCH11905587LD General Exception number(s) 1, 2, 3 and 5 of Schedule B of this policy are hereby deleted. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent SE 287 -Policy Modification 4 Printed: 01.16.20 @ 02:51 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 42 ENDORSEMENT - ALTA 9.2-06 Issued By: COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND Attacnea to F oncv Ivumaer: CCH11905587LD 1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy. 2. For the purposes of this endorsement only, a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy. b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees. 3. The Company insures against loss or damage sustained by the Insured by reason of: a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation; b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation. 4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from: a. any Covenant contained in an instrument creating a lease; b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or c. except as provided in Section 3.c., any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances. Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 9.2-06-Cov, Cond, and Restr-Owners-Imprvd CLTA 100.10-06 AMF- LAN D TITLE n51l�C IAIION (04/02/2012) Printed: 01.16.20 @ 02:51 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 43 Attached to Policy No. CCH 11905587LD This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 9.2-06-Cov, Cond, and Restr-Owners-Imprvd CLTA 100.10-06 AMF- LAN D TITLE n51l�C IAIION (04/02/2012) Printed: 01.16.20 @ 02:51 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 44 ENDORSEMENT - ALTA 19-06 Issued By: CONTIGUITY - MULTIPLE PARCELS MLLCI ,I ICtA W r-VIIt, y IVUI IIIJGI. CCH11905587LD The Company insures against loss or damage sustained by the Insured by reason of: 1. the failure of Parcel 1, Parcel 2 and Parcel 3, described in Schedule A, to be contiguous to each other and, taken as a tract, to constitute one parcel of land; or 2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. ANM FD„i E The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 19 -06 -Contiguity -Multiple Parcels (06/17/2006) Printed: 01.16.20 @ 02:51 PM CLTA 116.4.1-06 (06/17/2006) 1L-CT-FA83-02100.231406-SPS-72306-1-20-CCH 11905587 LD 45 ENDORSEMENT - SE 91 Issued By: DELETION OF ARBITRATION MLLCI ,I lcU W r- Vlll,y IVUI IIIJGI. CCH11905587LD The policy is hereby amended by deleting Paragraph 14 of the Conditions, relating to Arbitration. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent SE 91 -Deletion of Arbitration (06/17/2006) Printed: 01.16.20 @ 02:51 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 46 ENDORSEMENT - ALTA 8.2-06 Issued By: COMMERCIAL ENVIRONMENTAL PROTECTION LIEN Attacnea to F oncv Ivumaer: CCH11905587LD The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 8.2 -06 -Commercial Environmental Protection Lien CLTA 110.9.1-06 AMF- LAN D TITLE n51l�C IAIION (10/16/2008) Printed: 01.16.20 @ 02:51 PM (10/16/2008) 1 L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 47 ENDORSEMENT - ALTA 22-06 Issued By: LOCATION MLLCI ,I IGU W F U I It,y IVUI IIIJGI. CCH11905587LD The Company insures against loss or damage sustained by the Insured by reason of the failure of a Multi -Building Shopping Center, known as 999 N Elmhurst Road, Mount Prospect, IL 60056, to be located on the Land at Date of Policy. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 22 -06 -Location (06/17/2006) Printed: 01.16.20 @ 02:52 PM CLTA 116.01-06 (06/17/2006) IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 48 ENDORSEMENT - ALTA 39-06 Issued By: POLICY AUTHENTICATION MLLCI ,I ICtA W r-VIIt, y IVUI IIIJGI. CCH11905587LD When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. ANM FD„i E The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 39-06 - Policy Authentication (04/02/2013) Printed: 01.16.20 @ 02:52 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 49 ENDORSEMENT - ALTA 18.1-06 Issued By: The Company insures against loss or damage sustained by the Insured by reason of: MULTIPLE TAX PARCEL MLLCIUI ICtA W r-VIIt, y I -WI IIIJGI. CCH11905587LD 1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land: Parcel: Tax Identification Numbers: Parcel 2 03-27-401-040-0000 Part of Parcel 1 03-27-401-264-0000 Part of Parcel 1 03-27-401-265-0000 Part of Parcel 1 03-27-401-267-0000 Part of Parcel 1 03-27-401-270-0000 Part of Parcel 1 03-27-401-272-0000 Part of Parcel 1 03-27-401-274-0000 Part of Parcel 1 03-27-401-275-0000 Part of Parcel 1 03-27-401-277-0000 Part of Parcel 1 03-27-401-280-0000 Part of Parcel 1 03-27-401-281-0000 Part of Parcel 1 03-27-401-282-0000 Part of Parcel 1 03-27-401-283-0000 Part of Parcel 1 03-27-401-292-0000 Part of Parcel 1 03-27-401-293-0000 2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 18.1 -06 -Multiple Tax Parcel (06/17/2006) Printed: 01.16.20 @ 02:52 PM CLTA 129.1-06 (06/17/2006) IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 50 ENDORSEMENT - ALTA 26-06 Issued By: SUBDIVISION MLLCIUI ICtA W r-VIIt, y I -WI IIIJGI. CCH11905587LD The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 26 -06 -Subdivision (10/16/2008) Printed: 01.16.20 @ 02:52 PM CLTA 116.8-06 (10/16/2008) IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 51 ENDORSEMENT - ALTA 25-06 Issued By: CHICAGO TJT1',,E SAME AS SURVEY MLLCIUI ICtA W r-VIIt, y I -WI IIIJGI. CCH11905587LD The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey prepared lby IFireelland ,_ .Iliiirnkscalles & Associates field dated December 9, 2019 and Ilast dated IDecembeir 19, 2619 as Drawling No. IH39166,. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. AND CAN IAI The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. M ALTA 25 -06 -Same as Survey (10/16/2008) Printed: 01.16.20 @ 02:53 PM CLTA 116.1-06 (10/16/2008) IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 52 ENDORSEMENT - ALTA 17.2-06 UTILITY ACCESS Issued By: CHICAGO TJTL,E MLLCIUI ICIA W r - UI It,y IVUI IIUGI. CCH11905587LD The Company insures against loss or damage sustained by the Insured by reason of the lack of a right of access to the following utilities or services: Q Water service Q Natural gas service Q Telephone service Q Electrical power service Q Sanitary sewer Q Storm water drainage either over, under or upon rights-of-way or easements for the benefit of the Land because of: (1) a gap or gore between the boundaries of the Land and the rights-of-way or easements; (2) a gap between the boundaries of the rights-of-way or easements ; or (3) a termination by a grantor, or its successor, of the rights-of-way or easements. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 17.2 -06 -Utility Access (10/16/2008) Printed: 01.16.20 @ 02:55 PM CLTA 103.13-06 (10/16/2008) IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 53 ENDORSEMENT - ALTA 3.1-06 Issued By: ZONING - IMPROVED LAND MLLCIUI ICtA W r—VIIt, y I -WI IIIJGI. CCH11905587LD 1. The Company insures against loss or damage sustained by the Insured in the event that, at Date of Policy, a. according to applicable zoning ordinances and amendments, the Land is not classified Zone B-3 Community Shopping PUD - Community Shopping District Commercial Planned Unit Development; b. the following use or uses are not allowed under that classification: Retail Shopping Center including: Office, Retail, Bank, Movie Theatre, Restaurant and Personal Service c. There shall be no liability under paragraph 1.b. if the use or uses are not allowed as the result of any lack of compliance with any conditions, restrictions, or requirements contained in the zoning ordinances and amendments, including but not limited to the failure to secure necessary consents or authorizations as a prerequisite to the use or uses. This paragraph 1.c. does not modify or limit the coverage provided in Covered Risk 5. 2. The Company further insures against loss or damage sustained by the Insured by reason of a final decree of a court of competent jurisdiction either prohibiting the use of the Land, with any existing structure, as specified in paragraph 1.b. or requiring the removal or alteration of the structure, because, at Date of Policy, the zoning ordinances and amendments have been violated with respect to any of the following matters: a. Area, width, or depth of the Land as a building site for the structure b. Floor space area of the structure c. Setback of the structure from the property lines of the Land d. Height of the structure, or e. Number of parking spaces. 3. There shall be no liability under this endorsement based on: a. the invalidity of the zoning ordinances and amendments until after a final decree of a court of competent jurisdiction adjudicating the invalidity, the effect of which is to prohibit the use or uses; b. the refusal of any person to purchase, lease or lend money on the Title covered by this policy. Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 3.1-06-Zoning-Imprvd Land CLTA 123.2-06 AMF- LAN D TITLE n51l�C IAIION (10/22/2009) Printed: 01.16.20 @ 02:55 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 54 Attached to Policy No. CCH 11905587LD This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 3.1-06-Zoning-Imprvd Land CLTA 123.2-06 AMF- LAN D TITLE n51l�C IAIION (10/22/2009) Printed: 01.16.20 @ 02:55 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 55 ENDORSEMENT - ALTA 17-06 Issued By: CHICAGO TJT1,,E ACCESS AND ENTRY MLLCI ,I IGU W r - UI It,y IVUI IIIJGI. CCH11905587LD The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Euclid Avenue, East Kennsington Avenue and Elmhurst Road (the "Street"), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Copyright American Land Title Association. All rights reserved. AND CAN The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA 17 -06 -Access & Entry (06/17/2006) Printed: 01.16.20 @ 02:56 PM CLTA 103.11-06 (06/17/2006) IL-CT-FA83-02100.231406-SPS-72306-1-20-CCH11905587LD 56 ENDORSEMENT - IL RSTN1 Issued By: RESTRICTIONS MLLCI ,I IGU W F U I It,y IVUI IIIJGI. CCH11905587LD The Company hereby insures the Insured against loss or damage which the Insured shall sustain: 1. In the event that: (a) There are present violations on the land of the covenants or restrictions referred to in exception(s) 27 and 28 in Schedule B or of any plat building lines; (b) A present or future violation on the land of the covenants or restrictions or plat building lines, if any, will give rise to a right of re-entry or result in a forfeiture or reversion of title; 2. By reason of the exercise or attempt to exercise any right of re-entry or forfeiture or reversion or other right of termination of title based on a violation of any of said covenants or restrictions or plat building lines. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Restrictions 1 Printed: 01.16.20 @ 02:56 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 57 ENDORSEMENT - IL LCN6 Issued By: LOCATION 6 - CONTIGUITY TO STREET MLLCI ,I lGu W FU1lt Y IVUI IIUGI. CCH11905587LD The Company hereby insures the Insured against loss or damage which the Insured shall sustain in the event that, at Date of Policy: The Land described in Schedule A is not contiguous to a physically open street known as Rand Road (US 12). This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Chicago Title Insurance Company Dated: January 2, 2020 Countersigned By: Authorized Officer or Agent Location 6 - Contiguity to Street Printed: 01.16.20 @ 02:56 PM I L-CT-FA83-02100.231406-S PS -72306 -1 -20 -CCH 11905587 LD 58 Dyl(EMA October 5, 2020 Mr. Jason C. Shallcross Senior Planner Community Development Department Village of Mount Prospect 50 South Emerson Street Mount Prospect, IL 60056 Dykema Gossett PLLC 10 S. Wacker Drive Suite 2300 Chicago, IL 60606 WWW. DYKEMA.COM Tel: (312) 876-1700 Fax: (312) 876-1155 Andrew P. Scott Direct Dial: (312) 627-8325 Direct Fax: (866) 950-3678 Email: APScott@dykema.com Via Federal Express Re: Randhurst Village Subdivision and PUD Amendment, Dear Jason: I am writing regarding the proposed subdivision of the Randhurst Village shopping center (the "Property"). The owner of the Property, RREF III -P Randhurst Village, LLC (the "Owner") proposes to subdivide the Property into 20 lots. As part of this resubdivision of the Property, the Owner also proposes an amendment to the planned unit development (the "PUD") that governs the Property. The purpose of the proposed subdivision is to facilitate the sale of the out lots to prospective buyers, developers and/or investors. There is a growing market for these types of properties. Some tenants may prefer to own their own real estate after leasing for many years. Some smaller development companies are attracted to smaller properties where they can leverage their development capacity and tenant relationships. Finally, there is a large pool of investors who are interested in smaller properties that are leased by strong credit tenants. The sale of these types of properties benefits the Owner because it generates capital for further investment in the core components of the Property. This investment in turn benefits the Village of Mount Prospect the "Village") because it ensures the long term quality of the shopping center. This long term investment provides for a stable and growing tax base, attraction of non -Village residents to the area as well as ongoing job opportunities, There are several points that should be kept in mind as the Village reviews the application package. First, if there were a more expedient way to accomplish this lot division, the Owner certainly would have considered that option. Our analysis, however, is that both the Illinois Plat Act and the Village's subdivision ordinance require the Owner to undertake a formal subdivision. Second, the California I Illinois I Michigan I Minnesota I Texas I Washington, D.C. 111895.000005 4825-8621-6908.1 59 DykEMA Mr. Jason C. Shallcross October 5, 2020 Page 2 creation of the 20 lots does not necessarily mean they will all be sold. Some lots may be more likely than others to be sold, but the Owner wants to be positioned for sales opportunities as and when they arise. In addition, the Owner prefers to undertake the subdivision process once rather than multiple times as and when opportunities arise. Notwithstanding this proposed lot division, the Owner and the Village share a key goal — to ensure that the Property continues to function as an integrated shopping center. To ensure that this goal is met, the Owner intends to record a reciprocal easement agreement (the "REA") against each of the newly created lots. The REA will provide for, among other things, common access, parking and utility rights for all lot owners. We are in the process of preparing a draft of the REA and will share it with the Village for its review. Finally, I have had several discussions with Lance Malina about how to address zoning in light of the proposed subdivision. I believe the consensus is that we should memorialize the existing lot conditions in an amendment to the PUD. In furtherance of that approach, I have enclosed an exhibit, entitled Existing Zoning Conditions, which depicts the approximate building setbacks from the newly created lots lines. I also have enclosed a chart which lists the approximate square footage for each building on each lot so that floor area ratio and lot coverage can be calculated. Finally, I have enclosed a draft amendment to the PUD. In furtherance of the subdivision and planned unit development amendment applications, 1 have enclosed the executed applications, an affidavit of ownership, a full-sized and reduced size copy of the draft plat of subdivision, a recently issued title policy evidencing the Owner's title to the Property, and a list of the PINs for the Property and the required back up materials for both applications. In terms of the application fees, I have enclosed a check in the amount of $250 for the plat of subdivision application. The Owner has already sent a check to the Village in the amount of $2,500 for the PUD amendment. My understanding is that Tammy is holding these funds pending receipt of this application. Thank you for your consideration. I will follow up in the next several days to discuss next steps. Sincerely, Andrew P. Scott Enclosures PLLC California I Illinois I Michigan I Minnesota I Texas ( Washington, D.C. 111895.000005 4825-8621-6908.1 60 DECLARATION OF COVENANTS, RESTRICTIONS AND RECIPROCAL EASEMENTS This Declaration of Covenants, Restrictions and Reciprocal Easements (this "Declaration") is made as of the day of , 2021 (the "Effective Date"), by RREF III -P Randhurst Village, LLC, a Delaware limited liability company ("Declarant" ). ARTICLE 1. General Provisions 1.1 Declaration. Declarant, as the owner of all of the Shopping Center (as defined in Section 1.3.12 below), hereby declares that the Shopping Center will be held, sold, transferred, conveyed and occupied subject to the conditions, restrictions and easements set forth herein, all of which will be binding upon all parties having or acquiring any right, title and interest therein and will inure to the benefit of each of such parties. 1.2 Purpose. The purpose of this Declaration is to create easement rights over and upon portions of the Shopping Center devoted to common use, from time to time, and to prevent the use of the Shopping Center for purposes that would be inconsistent with the ownership and operation of a first-class retail shopping center. 1.3 Definitions. The following words will have the meanings set forth below: 1.3.1 `Building Areas". All those areas in the Shopping Center upon which buildings are currently situated or may be constructed in the future and depicted as "Permissible Building Areas" on the Site Plan attached hereto as Exhibit A-1. 1.3.2 "Common Area(s)". All portions of the Shopping Center, other than the areas within the Building Areas upon which buildings are located, from time -to -time, will be Common Areas available for the general, non-exclusive use, convenience and benefit of all Owners, Occupants and their respective Permittees. Among other things, Common Area includes: (a) all areas made available for vehicular parking, as shown on Exhibit D attached hereto; (b) sidewalks and walkways located outside all commercial businesses, including sidewalks and walkways providing pedestrian access to and ingress and egress to and from the parking areas; (c) landscaped and planted areas located in the Shopping Center; (d) roadways to provide vehicular access to and from and ingress and egress to and from and in and out of parking and other areas and to streets and highways adjacent to or near the Shopping Center, including the Critical Access Drives (as defined below) and other entrances, exits and service drives; (e) all curbs and lighting standards, traffic and directional signs and traffic striping and markings; (f) fire corridors, lighting facilities, stairways, parcel pick-up areas, curbs, and Utility Facilities; and (g) the access and parking easements described in Section 5.1 below; however, expressly excluding Service Facilities (as defined below). The description of the Common Areas contained in this Section 1.3.2 will control in the event of any conflict with any Common Areas generally depicted on the Site Plan or any other exhibits attached thereto. 1 111895.000005 4838-0906-1336.1 61 1.3.3 "Critical Access Drives". Collectively, those certain access drives depicted on Exhibit A-2 of the Site Plan as the "Critical Access Drives". 1.3.4 "Floor Area". The total number of square feet of floor area located within the perimeter walls of the building(s) in the Shopping Center, as the same are constructed from time -to -time, which number of square feet will be based upon measurements extending from the midpoint of the demising walls of such building(s) and the exterior surface of the perimeter walls of such building(s). The demising walls are those that separate the building(s) from space leasable to other Occupants and the perimeter walls are those walls that separate building(s) from Common Areas. 1.3.5 "Occupant". Any Person, from time to time, entitled to the use and occupancy of any portion of a building in the Shopping Center under any lease, sublease, license, concession or other similar agreement. 1.3.6 "Owner". The fee simple owner of any portion of the Shopping Center. 1.3.7 "Outparcels". The seventeen (17) Parcels situated within the Shopping Center depicted as Outparcels 1 through 17 on the Resubdivision Plan attached hereto as Exhibit C and to be recorded herewith. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that although the Outparcels are defined herein and depicted on the Resubdivision Plan as being comprised of nineteen (19) distinct parcels of the size and configuration described and depicted on the Resubdivision Plan, during any period in which Declarant is the Owner of any such Outparcels, Declarant will have the right, in its sole discretion, under this Declaration to relocate and/or eliminate one or more of the common boundary lines situated between such Outparcels so as to reduce or increase the size and/or total number of Outparcels depicted on the Resubdivision Plan. 1.3.8 "Parcel". Any portion of the Shopping Center acquired by an Owner, including but not limited to an Outparcel acquired by an Owner. 1.3.9 "Person". Individuals, partnerships, firms, associations, corporations, trusts, governmental agencies, administrative tribunals or any other form of business or legal entity. 1.3.10 "Permittee". All Owners, Occupants and the officers, directors, employees, agents, contractors, customers, vendors, suppliers, visitors, invitees and licensees of Occupants insofar as their activities relate to the intended use of the Shopping Center. 1.3.11 "Service Facilities". The loading ramps and loading docks, trash compactors and enclosures, generators storage areas, exterior coolers and trailers, electrical and refrigeration facilities, drive-thru area(s) and outdoor sales area(s), grease traps and other similar facilities located within a Parcel which are exclusively servicing a particular Owner or Occupant (to the extent permitted hereunder) and not intended under the terms of this Declaration for use in common by more than one Parcel nor for the service of the Common Area. Services Facilities must be maintained, repaired and restored in good condition by such Owner at such Owner's sole cost and expense. 2 111895.000005 4838-0906-1336.1 62 1.3.12 "Shopping Center". That certain approximately 100 -acre parcel of real property commonly known as Randhurst Village, 999 North Elmhurst Road (bordered by West Euclid Avenue, N. Elmhurst Road, Rand Road and West Kensington Avenue) in the Village of Mount Prospect, Cook County, Illinois, being more particularly described on Exhibit B attached hereto. 1.3.13 "Site Plan". The drawings of the Shopping Center attached as Exhibits A-1 and A-2 hereto. 1.3.14 "Utility Facilities". Any network of pipes, lines, conduits, wires and other interconnecting facilities serving one or more Parcels within the Shopping Center through which pass heat, air conditioning, water, sewage, surface or subsurface storm drainage and detention facilities, telephone, electricity, gas and/or other utility services; any fire sprinkling system; any security and alarm system; any music systems; and any television or cable service which are provided for one or more Owners or other Occupants of the Shopping Center. ARTICLE 2. Building and Common Area Development 2.1 Location of Buildings. No buildings or other structures may be constructed, erected or maintained on the Shopping Center except within the Permissible Building Areas without Declarant's prior written consent, including, without limitation, (i) signage, light fixtures or landscaping features; or (ii) temporary construction trailers or facilities maintained on the Shopping Center in accordance with Section 2.9 during periods of continuous construction. 2.2 Use of Common Area. 2.2.1 Declarant's Control. All Common Areas will be subject to Declarant's exclusive control and management. Declarant will operate, manage, police, light, maintain, repair and replace (or cause the same to occur) the Common Areas, excluding the Service Facilities, in good and reasonable condition and Declarant will have the sole right and exclusive authority to employ and discharge all personnel with respect thereto and hire independent contractors to perform the same. In addition, Declarant may provide (or cause to be provided) security in the Common Areas at a level determined by Declarant. Subject to the foregoing, the Common Area is reserved for the sole and exclusive use of all Owners, Occupants and their Permittees. The Common Area may be used for vehicular driving, parking, pedestrian traffic, directional signs, sidewalks, walkways, landscaping, perimeter walls and fences, parking lot lighting, recycle centers, Utility Facilities and Service Facilities, and for no other purpose. Except as specifically provided in Article 3 below, no Owner, Occupant or Permittee of such Owner or Occupant will have any rights or interests in the Common Areas situated on another Owner's Parcel. 2.2.2 Right to Close Common Areas. Declarant may at any time and from time to time close all or any portion of the Common Areas, other than Service Facilities, to make repairs and changes or to such extent as may, in Declarant's reasonable judgement, be necessary to prevent a dedication thereof or the accrual of any rights to any Person or to the public therein, and close temporarily any or all portions of the Common Areas and perform such other acts in and to the 3 111895.000005 4838-0906-1336.1 63 Common Areas as, in the exercise of good business judgement, Declarant may determine to be advisable with a view to the improvement of the convenience and use thereof by occupants and tenants, their employees and invitees, provided that any such closure is no longer than is reasonably necessary for such purpose. Declarant may at any time and from time to time exclude and restrain any Person from use or occupancy of any of the Common Areas excepting, however, Owner's or Occupants of the Shopping Center and their Permittees who make use of these areas for their intended purposes and in accordance with the rules and regulations established by Declarant. 2.2.3 Declarant's Use. Declarant will at all times have the right to utilize the Common Areas for promotions, exhibits, carnival -type shows, rides, displays, other shows and events, the leasing or licensing of kiosks, push -carts and food facilities, landscaping; seating areas; seasonal displays and decorative items, and any other use which, in Declarant's reasonable judgment, tends to attract customers to or benefit the customers of the Shopping Center. 2.2.4 Changes by Declarant. Except as otherwise expressly provided herein, Declarant will at all times and from time to time have the right of determining the nature and extent of the Common Areas and of making such changes, rearrangements, additions or reductions in and to the Common Areas which, in Declarant's reasonable judgment, are deemed to be desirable or which are made as the result of any Laws (as defined below). Such rights will include, but not be limited to, the following: (i) changing or modifying and adding to or subtracting from the sizes, locations, shapes and arrangements or parking areas, entrances, exists, driveways, parking aisle alignments, and other Common Areas, including the Critical Access Drives; (ii) altering the direction and flow of traffic; (iii) constructing surface, sub -surface or elevated parking areas and facilities; (iv)establishing and changing the level or grade of parking surfaces; (v) instituting and/or enforcing parking charges; (vi) installing landscaped areas; (vii) constructing additional buildings or Improvements (as defined below) on the Common Areas or elsewhere and adding or subtracting from buildings in the Shopping Center, (viii) constructing roofs, walls and any other Improvements over, or in connection with any part of, or all of, the Common Areas to enclose same; (ix) making alterations, renovations, reductions or additions anywhere within the Common Areas or other parts of the Shopping Center or upon any property added thereto; and (x) doing and performing such other acts in the Common Areas as Declarant, in is sole discretion, reasonably applied, deems advisable for the use thereof by Owners, Occupants and their Permittees. Notwithstanding the foregoing, (i) development on all Parcels must comply with all Laws, and (ii) prior to exercising such right Declarant will seek the approval of any Owner that would be materially adversely affected by any such change, which approval will not be unreasonably withheld, conditioned or delayed and any such change will be deemed approved if such Owner does not approve or disapprove such change within thirty (30) days of Declarant's request for such approval. 2.2.5 Rules and Regulations. The use of the Common Areas will be subject to such reasonable rules and regulations governing use as Declarant may from time to time prescribe, provided such rules and regulations do not unreasonably and materially interfere with the ingress and egress rights afforded hereunder. 2.2.6 No Obstructions. Each Owner must keep the Common Areas on its Parcel free from any obstructions including those caused by the sale or display of merchandise, unless such obstruction is permitted under the provisions of this Declaration. 111895.000005 4838-0906-1336.1 64 2.3 Parkin. With the exception of the exclusive parking areas shown on Exhibit D attached hereto, Owners, Occupants and their Permittees will have the right to use the Common Area parking areas on any Parcel, including any Outparcel without having to obtain any approval from Declarant or the Owner or Occupant of any other Parcel; provided that, (i) if required by Declarant, each Owner of an Outparcel must exercise reasonable good faith efforts to cause its employees and the employees of any Occupant of its Parcel to park only on its respective Outparcel; and (ii) each Owner of an Outparcel must prohibit its employees and the employees of any Occupant of its Parcel from parking in the parking structure shown on Exhibit D. Notwithstanding the foregoing, Declarant shall have the right to designate additional exclusive parking areas in the Shopping Center provided that Declarant's exercise of such right does not, in its sole judgement reasonably applied, materially adversely affect the parking on any Outparcel. The Shopping Center will at all times have sufficient parking to satisfy in compliance with all laws, rules, regulations, orders and ordinances of all applicable governmental authorities, including, without limitation, zoning codes and building codes ("Laws"). Without Declarant's prior written consent, which consent will not be unreasonably withheld, an Owner may not (i) reduce the number of parking spaces on its Parcel, (ii) cause any legal non-conformance in the number of parking spaces on its Parcel to become more non-compliant, (iii) modify its existing use in any manner which would result in an increase in the number of parking spaces required on its Parcel, or (iv) seek any exception or variance which would decrease the number of parking spaces required on its Parcel. In addition, any Owner's right to have a seasonal sales area/outdoor sales area will be subject to the limitation that at all times such Parcel contains sufficient parking to satisfy the parking requirements applicable to such Parcel hereunder and required by Laws. In the event of a condemnation of part of a Parcel or sale or transfer in lieu thereof that reduces the number of usable parking spaces below that required herein, the Owner whose Parcel is so affected must use its reasonable good faith efforts (including using proceeds from the condemnation award or settlement) to restore and/or substitute parking spaces in order to comply with the parking requirements set forth above. 2.4 Quality of Construction. Subject to compliance with Section 8 hereof (to the extent the same is applicable), each building in the Shopping Center constructed or renovated after the date hereof must be of first -quality construction and architecturally designed so that its exterior elevations (including without limitation, signs and color) will be architecturally and aesthetically compatible and harmonious with the buildings in the Shopping Center existing as of the date hereof and further provided that national and regional tenants and occupants will have the right to construct their proto-typical stores, subject to Declarant's prior written approval of the elevations therefor (to the extent such approval is required pursuant to Section 8 hereof). 2.5 Structural Integrity. No building will be built, expanded or rebuilt in such a manner as to adversely affect the structural integrity of any other building in the Shopping Center. 2.6 Building Height. In addition to complying with Laws, buildings constructed or renovated on Outparcels must not exceed the twenty-five (25) feet in height, including architectural features, measured from the ground floor elevation of such building. 2.7 Common Boundary Construction. No common wall, party wall or abutting wall on or adjacent to the property lines between any Parcels will be permitted. Any Improvements 5 111895.000005 4838-0906-1336.1 65 constructed on a Parcel must be freestanding and not structurally supported by any Improvements located on another Parcel except as otherwise existing as of the date hereof. 2.8 Improvement of Common Area. The Common Areas will be developed and maintained substantially in accordance with the terms and conditions of this Declaration, including but not limited to parking areas, roads, and driveways thereon. The Common Areas existing as of the date hereof will not be materially changed by any Owner without Declarant's prior written consent, which consent may be withheld in Declarant's sole discretion. In addition, no portion of the Critical Access Drives will be modified without the consent of Declarant and the Owner of any Parcel materially and adversely affected by such modification of the Critical Access Drives. All Service Facilities must be attractively screened from view from the parking areas and public thoroughfares. 2.9 Performance of Construction. All work performed and the construction, maintenance, repair, replacement, alteration or expansion of any building, sign or Common Area Improvements located in the Shopping Center will be performed in a good and workmanlike manner and in compliance with Laws and must be effected as expeditiously as possible and in such a manner as not to unreasonably interfere, obstruct or delay (i) access to and from the Shopping Center, or any part thereof, to or from any public right-of-way, (ii) customer vehicular parking in that portion of the improved Common Area located in front of any building constructed on the Shopping Center, or (iii) the receiving of merchandise by any business in the Shopping Center including, without limitation, access to Service Facilities. Staging for the construction, replacement, alteration or expansion of any building, sign or Common Area Improvements located on the Shopping Center including, without limitation, the location of any temporary buildings or construction sheds, the storage of building materials, and the parking of construction vehicles and equipment must be limited to the Parcel owned by the Owner on whose Parcel such construction activity is occurring, and the location and size of the staging area will be subject to Declarant's prior written approval. 2.10 Damage or Destruction. If all or any portion of any building located on an area in which a building is permitted hereunder is (i) damaged or destroyed by fire or other casualty, or (ii) taken or damaged as a result of the exercise of the power of eminent domain or any transfer in lieu thereof, each Owner of a Parcel, respectively, as to all buildings or structures situated on the portion of the Shopping Center owned by it, must promptly restore or cause to be restored the remaining portion of such building or structures or, in lieu thereof, must remove or cause to be removed the damaged portion of such building or structures together with all rubble and debris related thereto. All areas on which damaged buildings are situated and are not reconstructed following a casualty or condemnation must be graded or caused to be graded by the respective Owner to the level of the adjoining Parcels and in such a manner as not to adversely affect the drainage of the Shopping Center or any portion thereof, must be covered by a one -inch (1 ") asphalt dust cap or appropriate landscaping ("Required Unimproved Condition") and must be kept weed free and clean at said Owner's sole cost and expense until the buildings are reconstructed thereon. In addition to the rights of Declarant set forth in Section 9.1 below, in the event that, within eighteen (18) months after the date of any such casualty or condemnation, an Owner fails to either (i) substantially complete the restoration of such damage, or (ii) cause the affected area to be put 6 111895.000005 4838-0906-1336.1 into Required Unimproved Condition, Declarant will have the right, but not the obligation, to purchase the Parcel from such Owner upon the following terms and conditions: 2.10.1 Exercise. Declarant will exercise its right to purchase, if at all, by written notice to an Owner delivered to such Owner at any time after the expiration of such 18 -month period, but prior to the Owner's cure of such failure set forth above. 2.10.2 Compensation. As compensation for the purchase of the Parcel, Declarant will pay to Owner an amount equal to the fair market value of the Parcel (less any costs necessary to demolish the improvements and put the Parcel or such affected area into Required Unimproved Condition) (the "Purchase Value"). The Purchase Value will be calculated and determined as follows: (i) In the event that Declarant notifies Owner that Declarant elects to purchase the Parcel, Owner and Declarant will negotiate in good faith for a period of thirty (30) calendar days after Owner's receipt of the written notice from Declarant to reach mutual agreement regarding Purchase Value. Each party will submit to the other during such thirty (30) day period at least one written proposal for the Purchase Value. If Declarant and Owner are unable to reach agreement during the thirty (30) day period, each party will, by written notice to the other within ten (10) business days after expiration of the thirty (30) day period, select a real estate appraiser. For a period of ten (10) business days after designation of the second appraiser, the two appraisers so designated will attempt to reach mutual agreement regarding the Purchase Value. (ii) If the two appraisers are unable to reach agreement, each of the two appraisers will, not later than the twentieth (20`") business day following the designation of the second appraiser, render a separate written determination of the Purchase Value. The two appraisers will also select a third appraiser prior to the end of the period when their separate appraisals must be rendered. Within twenty (20) business days after the appointment of the third appraiser, the third appraiser will render a written determination of the Purchase Value. From the three appraisals, the appraisal which is the farthest from the median appraisal will be disregarded and the average of the remaining two appraisals will conclusively constitute the Purchase Value. (iii) The appraisals will be based upon standard methods of calculation of depreciation schedules in accounting and valuation of real estate in the area of the Shopping Center (the "Market Area"). All appraisers selected in accordance with this section will have at least ten years' experience in valuing commercial properties in the Market Area and will be members of the American Institute of Real Estate Appraisers or a similar professional organization. If either Declarant or Owner fails or refuses to select an appraiser, the other appraiser will alone determine the Purchase Value. Declarant and Owner agree that they will be bound by the determination of Purchase Value pursuant to this paragraph. Declarant will bear the fee and expenses of its appraiser; Owner will bear the fee and expense of its appraiser; and the parties will share equally the fee and expense of the third appraiser, if any. Declarant will have the right, exercisable within ten (10) days following determination of the Purchase Value, to terminate its election to purchase the Parcel by delivering written notice of such termination to Owner within such ten (10) day period. 2.10.3 Closing. Unless Declarant exercises its election to terminate as provided in Section 2.10.2(iii) above, the closing of the purchase will take place within sixty (60) days 7 111895.000005 4838-0906-1336.1 following the determination of the Purchase Value. At that time Declarant will pay to Owner the required compensation in immediately available funds, and Owner will execute a special warranty deed conveying title of the Parcel and any improvements contained thereon to Declarant. ARTICLE 3. Maintenance of Utility and Service Facilities, Common Areas and Building Improvements 3.1 Utilities and Service Facilities. 3.1.1 Each Owner must repair and maintain in first-class condition, at its sole cost, all Utility Facilities located on its Parcel or that serve only its Parcel unless the same are dedicated to and accepted for maintenance by a public or quasi -public utility or authority. 3.1.2 The grantee of a utility easement referred to in Section 5.2 (exclusive of an easement in which common Utility Facilities are located, which facilities will be maintained as part of the Common Area), will maintain and repair, at its sole cost, in a clean, sightly and safe condition, any facilities installed pursuant to such grant that exclusively serve such grantee's Parcel unless the same are granted or dedicated to and accepted by a utility or a governmental agency acceptable to the grantor that agrees to maintain and replace the same. Each grantee must indemnify, defend and save harmless the other Owners and Declarant and their respective tenants and licensees, from all claims, liens, damages and expenses, including reasonable attorneys' fees, arising out of the repair, maintenance and replacement of the Utility Facilities serving such grantee's Parcel. 3.1.3 Each Owner must maintain and repair, at its sole cost, in a clean, sightly and safe condition, all Service Facilities in the Common Area on its Parcel. 3.2 Common Area. Pursuant to Article 2 above, Declarant will be responsible for operating, managing, maintaining, repairing and replacing the Common Areas of the Shopping Center, including the Critical Access Drives, subject to reimbursement by the Owners through payment of the CAM Payment (as defined below). The standard of maintenance for the improved Common Area will be comparable to the standard of maintenance followed in other first-class retail developments of comparable size and character in the greater Chicago metropolitan area and in any event in compliance with Laws. All Common Area improvements will be repaired or replaced with materials at least equal to the quality of the materials being repaired or replaced so as to maintain the architectural and aesthetic harmony and integration of the Shopping Center as a whole. Declarant may engage a third party as its agent to perform the obligations set forth above and such agent may receive a commercially reasonable fee to cover supervisions, management, accounting and similar services. The operation, maintenance and repair obligation in any event will include, but not be limited to, the following: 3.2.1 Drive and Parking Areas. Maintaining all paved surfaces and curbs in a smooth and evenly covered condition, which maintenance work will include, without limitation, cleaning, sweeping, restriping, repairing, resealing and resurfacing. For the purpose of this Section 3.2.1, an overlay of the drive and parking area will be considered a repair or maintenance item. 111895.000005 4838-0906-1336.1 M. 3.2.2 Debris and Refuse. Periodic and timely removal of all litter, garbage, trash, waste, papers, debris, filth, refuse, ice and snow, including sweeping to the extent necessary to keep the Common Area in a first-class, clean, and orderly condition. All sweeping will be at appropriate intervals during such times as will not interfere with the conduct of business or use of the Common Area by Persons intending to conduct business with Occupants. Notwithstanding the foregoing, Declarant will not be obligated to provide periodic and timely sweeping of the sidewalks located on Parcels not owned by Declarant. 3.2.3 Signs and Markers. Placing, cleaning, keeping in repair, replacing and repainting any appropriate directional signs or markers including any handicapped parking signs. 3.2.4 Lighting. Operating, keeping in repair, cleaning and replacing when necessary such Common Area lighting facilities as may be reasonably required. 3.2.5 Landscaped Areas. Cleaning and maintaining all landscaped areas, including landscaping and planters adjacent to exterior walls of buildings; repairing automatic sprinkler systems or water lines in the Common Area; irrigating, weeding, pruning and trimming, fertilizing and replacing shrubs and other landscaping as necessary; and mowing all lawns. 3.2.6 Utilities. Maintaining, cleaning, repairing and replacing all common Utility Facilities serving the Common Area and the Shopping Center. 3.2.7 Sidewalks. Maintenance and repair of all sidewalks located within the Common Areas. 3.2.8 Traffic. Supervision of traffic at entrances and exits to the Shopping Center as conditions reasonably require in order to maintain an orderly and proper traffic flow. 3.2.9 Detention/Storm Water Run -Off Facilities. Maintenance of all storm water and detention facilities basins related to the treatment of storm water run-off, so that the same function in the manner for which the same were designed. 3.2. 10 Pest Control. Providing pest control for the Common Areas. 3.2.11 Security. Policing and providing security for the Common Areas. 3.3 Common Area Expense Reimbursement. In consideration of Declarant's operation, management maintenance, repair and replacement of the Common Areas as provided in Section 3.2 above, each Owner agrees to pay to Declarant an assessment (the "CAM Assessment") equal to such Owner's Proportionate Share of all direct and indirect costs and expenses in each calendar year of maintaining, repairing and replacing the Common Areas, including a reasonable administration fee (collectively, the "Common Area Expenses"). 3.3.1 "Proportionate Share" means the ratio that the Floor Area on a Parcel bears to the total Floor Area or all Parcels in the Shopping Center; provided that, for purposes of determining the Proportionate Share for each Outparcel, such Outparcel's Floor Area will be the greater of (i) the Floor Area on such Outparcel as of the Effective Date or after completion of construction of the initial Improvements on the Outparcel if such Outparcel is unimproved 9 111895.000005 4838-0906-1336.1 19 as of the Effective Date, and (ii) the average Floor Area on such Outparcel during such calendar year. 3.3.2 CAM Budget. Declarant will provide each Owner with a budget containing Declarant's reasonable estimate of Common Area Expenses for each calendar year. Each Owner must pay to Declarant such Owner's CAM Assessment based on such annual budget, which CAM Assessment will be due and payable to Declarant in twelve (12) equal monthly installments on or before the first day of each calendar month during such calendar year. To the extent such annual budget is provided after the commencement of a calendar year, each Owner must continue to pay estimates based on the immediately preceding annual budget. Each Owner hereby covenants and agrees, and will be deemed to have covenanted and agreed, to pay to Declarant, commencing upon receipt of the first budget therefor, all CAM Assessments as are levied or charged pursuant to the provisions of this Declaration. 3.3.3 CAM Statement. For each calendar year, Declarant will furnish each Owner with a statement (a "CAM Statement") showing in reasonable detail the Common Area Expenses incurred by Declarant for the prior calendar year. Declarant will use reasonable efforts to deliver the annual CAM Statement within 120 days after the end of the applicable calendar year. Delays by Declarant in submitting such CAM Statements or mistakes by Declarant in such statements will not prejudice Declarant's right to collect any Common Area Expenses due under Section 3.3. If an Owner's Proportionate Share of the Common Area Expenses for a prior calendar year as shown on the CAM Statement is greater than the estimated payments made by Owner for that year, then within 30 days following receipt by Owner of the CAM Statement, such Owner will pay in full an amount equal to such excess. If an Owner's Proportionate Share of the Common Area Expenses is less than the estimated payments made by such Owner for that year, then the amount of such overpayment will be credited against the next CAM Assessments falling due. All delinquent CAM Assessments, together with interest thereon and the costs of collection, if any, as herein provided, will be charged as a continuing lien upon the Parcel against which each such CAM Assessment is made. 3.3.4 Delinquent Assessments. Any CAM Assessments which are not paid when due will be delinquent. Declarant will provide each delinquent Owner with notice of non-payment. If the CAM Assessment is not paid by the later of fifteen (15) business days after the due date, or ten (10) business days after delivery of a delinquency notice, the CAM Assessment will bear interest at the Agreed Rate (as defined below), and Declarant may bring an action at law against the delinquent Owner obligated to pay the CAM Assessment personally or foreclose the lien against the Parcel of such delinquent Owner and the interest, together with the costs and reasonable attorneys' fees of any such action, will be added to the amount of such CAM Assessment and to any judgment or decree therefor. The lien provided for under Section 3.3.3 above will secure the payment of the CAM Assessment, interest thereon and the aforesaid costs and reasonable attorneys' fees. No Owner of a Parcel may waive or otherwise avoid liability for an CAM Assessment as provided for herein by non-use of Common Areas, or abandonment of its Parcel. 3.3.5 Subordination of Lien to Mortizage. The lien for any CAM Assessment provided in this Declaration will be automatically subordinate to the lien of any bona fide security interest or device affecting a Parcel (including, but not limited to, any mortgage, deed of trust or sale and leaseback arrangement) effected by the Owner of a Parcel for the purposes of the acquisition or improvement of its Parcel (or a refinancing thereof); provided, however, that such 10 111895.000005 4838-0906-1336.1 70 subordination will apply only to the CAM Assessments which have become due and payable prior to a sale or transfer of such Parcel, pursuant to, or in lieu of, foreclosure by the holder of such security interest. Such sale or transfer will not relieve the Parcel from the lien for any CAM Assessments thereafter becoming due nor from the lien of any subsequent CAM Assessments. 3.4 Building Improvements. Each Owner covenants and agrees to maintain and keep the Improvements located on its Parcel in first-class condition and state of repair, in compliance with all Laws, and in compliance with the provisions of this Declaration, including, without limitation, repairing and repainting of the exterior Improvements visible to neighboring properties and/or public view. Each Owner further agrees to store all trash and garbage in adequate containers, to locate such containers so that they are not readily visible from the parking area, and to arrange for regular removal of such trash or garbage, and to provide periodic and timely sweeping of the sidewalks at appropriate intervals during such times as will not interfere with the conduct of business or use of the Common Area by Persons intending to conduct business with Occupants. 3.5 Sales and Common Area. No portion of the Common Areas will be used by any Owner other than Declarant, without Declarant's prior written approval, for the storage, display or sale or receipt of merchandise; as a seasonal sales area, for advertising or solicitation (except signs expressly authorized under this Declaration); or for festivals, promotions, entertainment, or amusement activities such as traveling carnivals, fairs, auctions, shows, kiosks, booths for the sale of fireworks, sales by transient merchants utilizing vehicles, trailers or booths and other promotions of any nature. ARTICLE 4. Signage 4.1 Signage. All signage in the Shopping Center must comply with the Master Sign Plan attached hereto as Exhibit E (the "Master Sign Plan"). Except for the signs shown on the Master Sign Plan and directional signage, no additional pylon, monument or other freestanding signs may be erected, placed or maintained on the Shopping Center by any Owner other than Declarant, without the prior written consent of Declarant. Except with Declarant's prior written consent, no banners or temporary displays or signs may be erected on the Shopping Center. Notwithstanding the foregoing, Declarant hereby approves all signage existing on the Parcels as of the Effective Date; provided that any and all modifications to such signage are subject to the provisions of this Section 4.1 and Article 8 below. ARTICLE 5. Easements 5.1 Access and Parking. Each Owner and Occupant and their respective Permittees will have a non-exclusive easement for ingress and egress by vehicular and pedestrian traffic and vehicular parking upon, over and across that portion of the Common Area as is constructed and dedicated for such purpose, from time -to -time, except for those areas devoted to Service Facilities or drive -up or drive-through customer service facilities and except for those exclusive parking 11 111895.000005 4838-0906-1336.1 71 areas shown on Exhibit D. The Common Areas will permit and encourage the free flow of vehicular and pedestrian traffic. No barricade, fence, shrub, "headache bar", divider, curb, barrier or other obstruction will be constructed, erected or maintained on any part of the Common Areas to the extent the same would impede or prevent the free flow of vehicular traffic without the consent of Declarant, which consent may be withheld in Declarant's sole discretion. Service roads designated by Declarant will be used only for the movement and unloading of vehicles serving buildings in the Shopping Center. No dumpsters or other obstructions will be permitted to obstruct the drive lane of any service roads. Furthermore, for the avoidance of doubt, each Parcel must satisfy independently the parking requirements as set forth in Section 2.3 above. 5.2 Utilitv Easements. 5.2.1 Each Owner will have a non-exclusive easement under, through and across the Common Area situated on a Parcel for the installation, operation, maintenance, repair and replacement of Utility Facilities, including, without limitation, water drainage systems or structures, water mains, cable, sewers, water sprinkler system lines, telephones, electrical conduits or systems, gas mains and other public or private utilities. All such Utility Facilities will be installed and maintained below the ground level or surface of such easements, except for ground mounted electrical transformers and such other facilities as are required to be above ground by the utility providing such service (including temporary service required during the construction, maintenance, repair, replacement, alteration or expansion of any buildings or other Improvements located on the Shopping Center). No Owner will permit any structure on its Parcel to obstruct the drainage and detention/retention provided by any drainage easement located on such Parcel. 5.2.2 The installation of each Utility Facility is subject to the prior written approval of Declarant and the Owner upon whose Parcel the Utility Facility will be located. Declarant's approval will not be unreasonably withheld provided that the installation, operation, maintenance, repair and replacement of such Utility Facility will not, in Declarant's judgement, unreasonably interfere with the use of the improved Common Area or with the normal operation of any business on the Shopping Center and such Owner's approval will not be unreasonably withheld unless such installation would materially or unreasonably interfere with the Owner's or its Permittee's use of such Owner's Parcel. The Owner exercising the easement rights herein contained must repair to the original specifications any damage to the Common Area resulting from such use and must provide as -built plans for all such Utility Facility to Declarant and the Owner upon whose Parcel the Utility Facility is located within thirty (30) days after the date of completion of construction of same. The service, maintenance, repair and replacement of any portion of any Utility Facility installed by an Owner and serving more than one Parcel, but not the Common Areas of the Shopping Center, must be performed by the Owner owning the largest share of the Parcels served by those utility lines. The Owner of each Parcel served by the Utility Facility must reimburse the Parcel Owner performing the service, maintenance, repair for a fraction of the reasonable costs thereof as follows: the numerator will be the total acreage of all Parcels owned by that Owner which are located within the area served by the utility lines, and the denominator will be the total acreage of all Parcels served by the Utility Facility. 5.2.3 At any time and from time -to -time any Owner will have the right to relocate on its Parcel any Utility Facility installed pursuant to the foregoing grant of easement that is then located on the land of such Owner, provided that such relocation (i) will be performed only with 12 111895.000005 4838-0906-1336.1 72 Declarant's prior written approval and after sixty (60) days' notice of the Owner's intention to undertake the relocation will have been given to the other Owners served by the Utility Facility, (ii) will not unreasonably interfere with or diminish utility service to the other portions of the Shopping Center served by the Utility Facility, (iii) will not reduce or unreasonably impair the usefulness or function of the Utility Facility, (iv) will be performed without cost or expense to the other Owners, and (v) will provide for the original and relocated area to be restored to the original specifications. The party performing such relocation must provide as -built plans for all such relocated Utility Facilities to Declarant and to the other Owners benefitting from such Utility Facilities within thirty (30) days after the date of completion of such relocation. 5.3 Declarant's Common Area Easement. Declarant hereby reserves unto itself, its successors and assigns, a perpetual easement over and across the Common Areas of the Shopping Center for the purpose of exercising its rights and performing its obligations under this Declaration, including, without limitation, those contained in Article 5 above. 5.4 Sign Easements. Declarant hereby reserves unto itself and its successors and assigns, a perpetual easement for the construction (including providing utilities thereto), installation, maintenance and repair of the signs depicted on the Master Sign Plan. Any entry by Declarant and/or its Permittees onto a Parcel containing a sign easement area (each a "Simon Easement Area") will be made so as to avoid or minimize to the extent commercially reasonable any interference with business operations on such Parcel. The Owner of any Parcel containing a Sign Easement Area will have no responsibility for any maintenance or repair of the sign located thereon (except to the extent such Owner hereafter leases a sign panel thereon); provided, however, that if any damage to such sign is caused by the act or omission of such Owner, its agents, employees or contractors, the actual cost of such repairs must be paid by such Owner. The Owner of any Parcel containing a Sign Easement Area may not make any alterations to such Parcel that would interfere with the operation, repair, visibility or use of the sign located thereon. Declarant will indemnify, defend and hold the Owner of any Parcel containing a Sign Easement Area harmless from and against any loss, cost or expense incurred by such Owner as a result of any entry onto such Parcel by Declarant or other tenants of the Shopping Center leasing sign panels thereon, or any of their respective representatives, contractors or employees, in connection with the sign located thereon or any damage occasioned to such Parcel by the sign located thereon, including without limitation, damage to paved areas or landscaping. 5.5 Self -Help Easement. Declarant hereby reserves unto itself and its successors and assigns, an easement and license to enter upon any Parcel for the purpose of exercising its cure rights provided under Article 9 of this Declaration. 5.6 Restriction. No Owner without Declarant's approval, which approval will not be unreasonably withheld, may grant any easement for the purposes set forth in this Article 5 for the benefit of any property not within the Shopping Center, including, without limitation, the granting or dedicating of utility easements by an Owner on its Parcel to governmental or quasi - governmental authorities or to public utilities. 5.7 Temporary Construction Easements. Declarant hereby reserves and the Owners hereby establish and grant to each other, a nonexclusive easement over the Parcels to permit the temporary occupation of the Common Areas of the servient Parcel to facilitate the construction or maintenance of the Improvements on the dominant Parcel, provided that the use of this easement 13 111895.000005 4838-0906-1336.1 73 will be kept to a minimum and will not unreasonably interfere with the construction or operation of the Improvements, including, without limitation, traffic flow, on the servient Parcel, and further provided that this easement will not permit the storage of materials or equipment on the servient Parcel. This easement will terminate upon completion of the initial improvements on the dominant Parcels. 5.8 Curb Cuts Between Parcels. Except for curb cuts reflected on the Site Plan, any curb cuts constructed for the purpose of providing pedestrian and vehicular ingress and egress between one Parcel and another must be mutually agreed to in writing by the Declarant and the Owners of both Parcels. 5.9 No Impairment of Rights. The dedication of the reciprocal easements in this Article 5 is not intended to limit or impair the right of any Owner to construct any Improvements upon a Parcel including, but not limited to, (a) buildings and other structures (so long as they are within the Building Areas shown on Exhibit A-1), or (b) driveways, walkways, parking areas, service areas, signs, curbs, landscaping, hedges or other similar Improvements (so long as the same are constructed substantially in accordance with the Site Plan and comply with all of the terms and provisions set forth in this Declaration, including but not limited to Articles 3, 4, 5 and 8); except that no such Improvements or items will be installed in such a manner as would unreasonably obstruct the free flow of vehicular or pedestrian access, ingress and egress to and from the Parcels, or the free flow of traffic circulation over and across the Common Area of the Shopping Center. ARTICLE 6. Use Restrictions 6.1 Use Restrictions. The Shopping Center will be subject to those covenants and restrictions relating to the exclusives and restricted uses and the prohibited uses set forth in leases of space located within the Shopping Center set forth on Exhibit F-2 attached hereto (collectively, the "Specific Prohibited Uses"), to the extent that such covenants and restrictions and prohibited uses remain in effect under such leases, and other agreements as to which the Shopping Center is bound, including without limitation, the Declaration of Covenants, Conditions and Restrictions for 1 Randhurst Village Drive, Mount Prospect, Illinois recorded on April 1, 2015 in the Cook County Recorder of Deeds as Document No. 1509141064 (the "Hotel CCR"). 6.2 Prohibited Office, Other Uses. Without Declarant's prior written consent which may be granted or withheld in its sole discretion, no Parcel not owned by Declarant may be used for any purpose other than retail, office, medical office and service establishments common to first- class shopping centers of comparable size and character located in the greater Chicago metropolitan area Without Declarant's prior written consent which may be granted or withheld in its sole discretion, no use or operation will be made, conducted or permitted on or with respect to all or any Parcel not owned by Declarant, which is obnoxious to or out of harmony with the development or operation of such a first class shopping center, including, but not limited to, any of the uses listed on Exhibit F-1 attached hereto (the "General Prohibited Uses"). The Specific Prohibited Uses and the General Prohibited Uses are referred to herein, collectively, as the "Prohibited Uses". 14 111895.000005 4838-0906-1336.1 74 6.3 Enforcement. The covenants set forth in Sections 6.1 and 6.2 (the "Use Covenants") will run with the land hereby restricted throughout the term of this Declaration. Notwithstanding anything in this Declaration to the contrary, the Use Covenants will inure only to the benefit of Declarant and its successors or assigns. Declarant or its successors and assigns will have the sole right to release, waive, or grant exceptions to the Use Covenants set forth therein and in no event will such Use Covenants be enforceable against Declarant. Declarant hereby agrees not to unreasonably withhold its approval to any waiver or exception to the Use Covenants requested by an Owner if such approval will not cause Declarant to be in default of any agreement with an Owner or Occupant which grants the right to such exclusive use or prohibits such proposed use. In the event of a breach of the Use Covenants which is the result of an Owner entering into a lease or occupancy agreement that permitted or failed to prohibit a breach of the Use Covenants, or such Owner otherwise voluntarily permits the breach of the Use Covenants (in either event, a "Willful Breach"), then such Owner will have a period of sixty (60) days following written notice from Declarant of the breach to cure such Willful Breach (the "Willful Breach Cure Period"). If such Owner fails to cure the Willful Breach to Declarant's satisfaction, then Declarant will have the right to exercise all available rights and remedies against both such Owner and the party violating the Use Covenants, including, without limitation, seeking an injunction and damages; and exercising any other remedies as may be available to Declarant at law or in equity. In the event of a breach of the Use Covenants notwithstanding such Owner's express prohibition of such use in the lease or other agreement with such party and such Owner's good faith, commercially reasonable efforts to cure such breach (a "Non -Willful Breach"), Such Owner will have a period of 180 days following its receipt of written notice from Declarant to correct such Non -Willful Breach (the "Non -Willful Violation Cure Period"); provided that during such period such Owner must use commercially reasonable efforts to pursue the cure of such Non -Willful Breach including, but not limited to, seeking an injunction with respect thereto. Declarant will have the right at any time to also seek an injunction and damages with respect to the Non -Willful Breach. If the Non -Willful Breach has not been fully cured within said 180 -day period, then Declarant will have the right to exercise all available rights and remedies against both such Owner and the party violating the Use Covenants, including, without limitation, seeking an injunction and damages; and exercising any other remedies as may be available to Declarant at law or in equity. ARTICLE 7. Insurance and Taxes 7.1 Requirements. Each Owner must maintain, or cause to be maintained, public liability insurance insuring against personal and advertising liability, products liability/completed operations, broad form property damages, extended bodily injury and independent contractors, assumed or contractual liability under this Declaration with respect to each Parcel and the operations of each Owner, against claims for personal injury, death or property damage that may arise from, or be occasioned by the condition, use or occupancy of the Common Areas by its respective Permittees, or caused by such respective Permittees, or caused by those Persons for whose acts and omissions such Permittee is legally liable. Each Owner must obtain an insurance policy, according to the provisions hereof, covering the Common Areas from a reputable insurance company or companies qualified to do business in the State of Illinois; and each such policy of insurance will have limits for loss of life or bodily injury in amounts of not less than $2,000,000.00 per occurrence, and $2,000,000 general 15 111895.000005 4838-0906-1336.1 75 aggregate for property damage for each occurrence. Unless the Owners otherwise agree to the contrary, the dollar amounts set forth in this Section 7.1 will be adjusted every five (5) years to reflect the value in 2020 equivalent dollars, adjusted by the inflation rate between the two periods, rounded to the nearest million. Such insurance may be carried under a "blanket" policy or "blanket" policies covering other properties of each respective party. Prior to the use of the easements created herein, each Owner must, upon written request from another Owner, furnish to the requesting party a certificate of insurance evidencing the existence of the insurance required herein, which insurance must name the requesting Owner as additional insured as its interests may appear. Within ten (10) days following the conveyance of a Parcel to an Owner, and prior to each renewal date, such Owner must furnish to Declarant a certificate of insurance evidencing the existence of the insurance required herein, which insurance must name Declarant and Declarant's designated agent as additional insureds 7.2 Indemnity. The Owner of each Parcel hereby agrees to indemnify, defend and save harmless the other Owners from and against any and all liabilities, damages, expenses, causes of action, suits, claims or judgments arising from injury to person or property to the extent arising from the use by such indemnifying Owner and/or its respective Permittees of the easements granted herein. 7.3 Waiver of Subrogation. No Owner will be liable by way of subrogation or otherwise to any other Owner or to any insurance company insuring such other Owner for any loss or damage to any of the property of any Owner covered by insurance even though such loss or damage might have been occasioned by the negligence of such other Owner or their respective Permittee. This release will be in effect only so long as the applicable insurance policies contain a clause or endorsement to the effect that the waiver will not affect the right of the insured to recover under such policies. Each party will use its best efforts, including payment of any additional premium, to have its insurance policies contain this standard waiver of subrogation clause. If an Owner's insurance carrier declines to include in such carrier's policies a standard waiver of subrogation clause, such Owner will promptly notify every other Owner. 7.4 Taxes. The Owner of each Parcel must pay or cause to be paid, prior to delinquency, directly to the appropriate taxing authorities all real property taxes and assessments which are levied against such Parcel. In the event an Owner or Occupant fails to pay when due all taxes and assessments described herein, which failure continues for a period of ten (10) days after written notice thereof, such failure will constitute a default under this Declaration and the Declarant may, in addition to Declarant's other remedies hereunder, at law or in equity, thereafter pay such taxes if such taxes are delinquent and the Owner of such Parcel has not commenced and is not duly prosecuting any contest of such Taxes. The Declarant will then bill the Owner of such Parcel for the expenses incurred by Declarant. Such Owner will then have ten (10) business days within which to pay such bill. If such Owner does not so pay, Declarant will have the right to place a lien on such Owner's Parcel for the amount of the bill, which amount will bear interest at the Agreed Rate from the date of expiration of such 10 business day period until paid. ARTICLE 8. Building Restriction/Declaration Variances; Other Variances. 8.1 Building Restriction. The following terms, provisions and conditions will apply to the Parcels not owned by Declarant: 16 111895.000005 4838-0906-1336.1 8.1.1 Improvements. No Improvements may be erected, constructed, placed, remodeled, demolished or altered on any portion of the Shopping Center (nor may any such item be subsequently replaced, treated or repainted in a manner which materially alters the exterior appearance of any such Improvement) until plans and specifications therefor, in such form and detail as Declarant may deem necessary, have been submitted to and approved in writing or have been deemed approved by the Declarant as herein provided. As used herein the terms "Improvement" or "Improvements" will mean and include any building, structure of any type, parking areas, loading areas, fences, walls, landscaping, poles, driveways, signs (excluding sign panels provided that they are professionally prepared), parking lots, exterior lighting, changes in any exterior color or shape of any structure, glazing or reglazing of exterior windows with mirrored or reflective glass, and any exterior construction or exterior improvement. Declarant will have the power to employ professional consultants to assist it in discharging its duties. The decision of Declarant will be final, conclusive, and binding upon the applicant. All submissions to Declarant must be at the address specified herein for the Declarant or such other address as provided by Declarant. 8.1.2 Plans and Specifications. In order that Declarant may give just consideration to any proposed Improvements, such plans and specifications therefor must adequately describe the site plans, grading plans, landscaping plans, floor plans, elevations and exterior materials, signage plan and other characters of the proposed Improvements. Plans and specifications must include all items required by Declarant (i.e., they may not be submitted on a piecemeal basis). 8.1.3 Failure of Declarant to Act. If Declarant fails to approve or to disapprove the plans and specifications within thirty (30) business days after submittal thereof, such Owner may provide Declarant a second notice which must state in bold, capitalized font: "DECLARANT HAS FAILED, WITHIN 30 BUSINESS DAYS AFTER REQUEST, TO PROVIDE DECLARANT'S APPROVAL OR DISAPPROVAL OF THE PROPOSED PLANS AND SPECIFICATIONS WITHIN 30 BUSINESS DAYS AFTER SUBMITTAL. IF DECLARANT FAILS TO GIVE SUCH APPROVAL OR DISAPPROVAL WITHIN 15 BUSINESS DAYS AFTER THE EFFECTIVE DATE OF DELIVERY OF THIS NOTICE, THEN PURSUANT TO SECTION 8.1.3 OF THIS DECLARATION, DECLARANT WILL BE DEEMED TO HAVE CONSENTED TO SUCH PLANS AND SPECIFICATIONS." If Declarant fails to give such approval or disapproval within fifteen (15) days of such notice, it will be conclusively presumed that Declarant has approved such plans and specifications. If plans and specifications are not sufficiently complete or are otherwise inadequate, Declarant may reject them as being inadequate or may approve or disapprove them in part, conditionally or unconditionally, and reject the balance. 8.1.4 Limitation of Liability. Declarant will have the express authority to perform fact finding functions hereunder and will have the power to construe and interpret any covenant herein that may be vague, indefinite, uncertain or capable of more than one construction. All decisions of Declarant will be final and binding, and there will be no reviews of any action of Declarant, except by procedure for injunctive relief when such action is patently arbitrary and capricious. Declarant 17 111895.000005 4838-0906-1336.1 77 will not be liable in damages or otherwise to anyone submitting plans and specifications for approval or to any Owner or Occupant of the Parcel affected by this Declaration by reason of mistake of judgment, negligence, or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or to disapprove any plans and specifications. 8.2 Variances to Declaration Requirements. Except as otherwise provided in Section 6_3 with respect to the covenants set forth in Sections 6.1 and 6_2, Declarant may, in its discretion, permit, consent to or approve a variance from the specific requirements or effect of any particular covenant, condition or restriction in this Declaration, subject to the compliance thereof with Laws. Declarant may require the submission to it of such documents and items (including, as examples but without limitation, written request for and description of the variance requested) as it deems appropriate, in connection with its consideration of a request for a variance. If Declarant approves such request for a variance, Declarant may evidence such approval, and grant its permission for such variance, only by written instrument, addressed to the Owner relative to which such variance has been requested, describing the applicable covenant(s) and the particular variance requested, expressing the decision of Declarant to permit the variance, describing (when applicable) the conditions (which may be affirmative and/or negative in nature) on which the variance has been approved (including, as examples but without limitation, the type of alternate materials to be permitted, the nature of the proposed use which has been approved, or the fence location approved) and signed by the Declarant. Any request for a variance will be deemed to have been disapproved for the purposes hereof in the event of either (a) written notice of disapproval from Declarant; or (b) failure by Declarant to approve the request for variance within thirty (30) days following its submission. In the event Declarant or any successor to the authority thereof is not functioning, no variances from the specific requirements or effects of the covenants, conditions and restrictions of this Declaration will be permitted, it being the intention of Declarant that no such variances will be available except in the discretion of Declarant. 8.3 Other Variances. No Owner of any Parcel may apply for or allow any Occupant to apply for, any variances from any applicable governmental authorities to the existing planned unit development or the specific requirements to any Laws, including, without limitation, zoning requirements, without Declarant's prior written consent, which consent will not be unreasonably withheld. Declarant may require the submission to it of such documents and items (including, as examples but without limitation, written request for and description of the variance requested) as it will deem appropriate, in connection with its consideration of a request for such variance. If Declarant will approve such request for a variance, Declarant may evidence such approval, and grant its permission for such variance, only by written instrument, addressed to the Owner relative to which such variance has been requested, describing the applicable Law and the particular variance requested, expressing the decision of Declarant to permit the variance, describing (when applicable) the conditions (which may be affirmative and/or negative in nature), if any, on which such approval has been given, and signed by the Declarant. Any request for Declarant's approval of any variance will be deemed to have been disapproved for the purposes hereof in the event of either (a) written notice of disapproval from Declarant; or (b) failure by Declarant to approve the request for variance within thirty (30) days following its submission. 111895.000005 4838-0906-1336.1 78 ARTICLE 9. General Provisions 9.1 Default. 9. 1.1 If an Owner fails to comply with any provision herein ("Defaulting Pqm"), then Declarant may, upon thirty (30) days' prior written notice to the Defaulting Party, proceed to cure the default (and will have a license to do so) by the payment of money or performance of some other action for the account of the Defaulting Party. The foregoing right to cure will not be exercised if within the thirty (30) day notice period (i) the Defaulting Party cures the default, or (ii) if the default is curable, but cannot reasonably be cured within that time period, the Defaulting Party begins to cure such default within such time period and diligently pursues such action to completion. The thirty (30) day notice period will not be required if, using reasonable judgment, Declarant deems that an emergency exists which requires immediate attention. In the event of such an emergency, Declarant will give whatever notice to the Defaulting Party as is reasonable under the circumstances. 9.1.2 Within ten (10) days of written demand (including providing copies of invoices reflecting costs) the Defaulting Party must reimburse Declarant for any sum reasonably expended by Declarant to cure the default together with interest thereon. 9.1.3 If Declarant institutes any action or proceeding against an Owner relating to the provisions of this Declaration, or relating to any default hereunder, or to collect any amounts owing hereunder, or if an arbitration proceeding is commenced by agreement of Declarant and the Owner to any dispute, the unsuccessful litigant in such action or proceeding must reimburse the successful litigant therein for costs and expenses incurred by the successful litigant in connection with such action or proceeding and any appeals therefrom, including attorneys' fees and court costs. 9.1.4 All remedies are cumulative and will be deemed additional to any and all other remedies to which Declarant may be entitled in law or in equity. Declarant will also have the right to restrain by injunction any violation or threatened violation by any Owner of any of the terms, covenants, or conditions of this Declaration, or to obtain a decree to compel performance of any such terms, covenants, or conditions, it being agreed that the remedy at law for a breach of any such term, covenant, or condition (except those, if any, requiring the payment of a liquidated sum) is not adequate. 9.1.5 Notwithstanding anything to the contrary contained herein, no default by any Owner under this Declaration will entitle any other Owner to cancel, rescind or otherwise terminate this Declaration or the easements, covenants, conditions or restrictions set forth herein. 9.2 Interest. Wherever and as often as one Owner has not paid any sum payable hereunder to Declarant within five (5) days of the due date, such delinquent Owner must pay interest on such amount from the due date to and including the date such payment is received by Declarant, at the rate (the "Agreed Rate") which is the lesser of: (a) the highest rate permitted by Laws to be paid on such type of obligation by the Owner obligated to make such payment; or (b) 19 111895.000005 4838-0906-1336.1 79 three percent (3%) per annum in excess of the prime rate from time to time publicly announced by JPMorgan Chase, or its successor, and such principal sums and accrued interest will be secured by a lien on the Parcel of the Owner in default and may be perfected by Declarant in accordance with Laws, which lien will be subordinate only to the lien of any mortgage or deed of trust made by a third party in good faith and for value. 9.3 Estoppel Certificate. Each Owner, including Declarant, agrees that within ten (10) business days following its receipt of a written request therefor (which may not be more frequent than two (2) times during any calendar year) from an Owner, including Declarant, it will issue to a prospective mortgagee or successor of such Owner, an estoppel certificate stating to the best of the issuer's knowledge that as of such date whether Declarant knows of any default by the requesting Owner under this Declaration, and if there are known defaults, specifying the nature thereof, whether all CAM Assessments and other charges under this Declaration have been paid by such Owner, and whether this Declaration is in full force and effect. The Estoppel Certificate will act as a waiver of any claim by such Owner to the extent such claim is based upon facts contrary to those asserted in the statement and to the extent the claim is asserted against a bona fide encumbrance or purchaser for value without knowledge of facts to the contrary of those contained in the statement, and who has acted in reasonable reliance upon the statement; however, such statement will in no event subject such Owner to any liability whatsoever, notwithstanding the negligent or otherwise inadvertent failure of such Owner to disclose correct and/or relevant information. 9.4 Notices. All notices, demands, statements, and requests (collectively the "notice") required or permitted to be given under this Declaration must be in writing and will be deemed to have been properly given or served as of the date hereinafter specified: (i) on the date of personal service upon the Person to whom the notice is addressed or if such Person is not available the date such notice is left at the address of the Person to who it is directed, (ii) on the date the notice is postmarked by the United States Post Office, provided it is sent prepaid, registered or certified mail, return receipt request, and (iii) on the date the notice is delivered by a courier services (including Federal Express or similar operation) to the address of the Person to whom it is directed, provided it is sent prepaid, return receipt requested. The address of the signatories to this Declaration is set forth below: Declarant: RREF 1I1 -P Randhurst Village, LLC c/o DLC Management Corporation 565 Taxter Road Elmsford, New York 10523 Attn: General Counsel Declarant will have the right from time to time to change its respective address and to specify any other address within the United States ofAmerica; provided, however, notwithstanding anything herein contained to the contrary, in order for the notice of address change to be effective it must actually be delivered. Refusal to accept delivery of a notice or the inability to deliver a notice because of an address change which was not properly communicated will not defeat or delay the giving of a notice. 20 111895.000005 4838-0906-1336.1 9.5 Negation of Partnership. None of terms or provisions of this Declaration will be deemed to create a partnership between or among the Owners in their respective businesses or otherwise, nor will it cause them to be considered joint venturers or members of any joint enterprise. Each Owner will be considered a separate owner, and no Owner will have the right to act as an agent for another Owner, unless expressly authorized to do so herein or by separate written instrument signed by the Owner to be charged. 9.6 Time. Time is of the essence of this Declaration. 9.7 Binding. Except as otherwise provided in Section 6.3 with respect to the Use Covenants, the provisions of this Declaration will be binding upon and inure to the benefit of the Declarant and all Owners, Occupants and their Permittees, as well as the heirs, personal representatives, successors and assigns of such Persons. Each easement, covenant and restriction on a Parcel will be a burden on that Parcel, will be appurtenant to and for the benefit of the other Parcels and each part thereof, and will run with the land. 9.8 Enforcement. Except as otherwise provided in Section 6.3 with respect to the Use Covenants, in the event of any violation or threatened violation by any Person of any of the easements, covenants or restrictions contained in this Declaration, Declarant and any Owner will have the right to enjoin such violation or threatened violation in a court of competent jurisdiction. Notwithstanding anything herein to the contrary, enforcement of this Declaration by any Owner, other than Declarant, will be limited to the extent such violation materially or unreasonably interferes with the Owner's or its Permittee's use of such Owner's Parcel. The right of injunction will be in addition to all other remedies available at law or in equity. 9.9 Partial Invalidity. If any term, covenant or condition of this Declaration or the application of it to any Person or circumstance will to any extent be invalid or unenforceable, the remainder of this Declaration or the application of such term, covenant or condition to Persons or circumstances, other than those as to which it is invalid or unenforceable, will not be affected thereby, and each term, covenant or condition of this Declaration will be valid and will be enforced to the extent permitted by Laws. This Declaration will be governed by the laws of the State of Illinois and venue for any action hereunder will be in Cook County, Illinois. 9.10 Captions. The captions and headings in this Declaration are for reference only and will not be deemed to define or limit the scope or intent of any of the terms, covenants or conditions contained herein. 9.11 Gender. In construing the provisions of this Declaration and whenever the context so requires, the use of a gender will include all other genders, the use of the singular will include the plural, and the use of the plural will include the singular. 9.12 No Dedication. Nothing herein contained will be deemed to be a gift or dedication of any portion of the Shopping Center to the general public or for the general public or for any public purpose whatsoever, it being the intention of the parties hereto that this Declaration will be strictly limited to and for the purposes herein expressed. This Declaration is not intended to create, nor will it be in any way interpreted or construed to create, any third party beneficiary rights in any Person not specifically benefitted by the terms and provisions hereof. 21 111895.000005 4838-0906-1336.1 81 9.13 Preventive Action. Each Owner will have the right to take such steps as it deems necessary to prevent those Persons not authorized by this Declaration to use the Common Area situated on such Owner's Parcel from using the Common Area for ingress, egress and parking; provided that such steps will not materially interfere with the easement rights granted to each Owner herein. 9.14 Amendment; Supplemental Declarations. Except as otherwise provided in Section 6.3 with respect to the covenants set forth in Sections 6.1 and 6.2, this Declaration may not be amended or modified except pursuant to a written instrument executed by the following parties and filed of record in the Office of the Recorder of Deeds of Cook County, Illinois: (i) Declarant, and (ii) the Owner of any Parcel to the extent such amendment would impose additional use restrictions on such Parcel, materially increase such Owner's Proportionate Share of Common Area Expenses or materially and adversely affect that portion of the Critical Access Drives that abuts such Parcel. Declarant may enter into written instruments which may be recorded against the Shopping Center, supplementing this Declaration without the consent of an Owner; provided that such instrument does not impose additional use restrictions on such Owner's Parcel, materially increase the Proportionate Share of Common Area Expenses or materially and adversely affect that portion of the Critical Access Drives that abuts the Parcel of such Owner. 9.15 Term. The easements contained in this Declaration will be perpetual. The remaining covenants, conditions and restrictions contained in this Declaration will continue in full force and effect for the term of this Declaration, which will be perpetual to coincide with the perpetual easements provided for under this Declaration (or if the law, including any rule against perpetuities or other statutory or common law rule, prescribes a shorter period, then upon expiration of such period). If the Laws prescribe such shorter period, then upon expiration of such shorter period, said covenants, conditions and restrictions will be automatically extended without further act or deed of the Owners, except as may be required by Laws, for successive periods of ten (10) years, subject to amendment or termination as set forth in Sections 9.14 and 9.16. If any of the covenants, conditions or rights created by this Declaration would otherwise be unlawful or void for violation of the rule against perpetuities or some analogous statutory provisions, then such provision will continue only until twenty-one years after the death of the survivor of the now living lawful descendants of J.B. Pritzker, the Governor of the State of Illinois. 9.16 Termination of Easements. Notwithstanding anything contained in this Declaration to the contrary, if any easement granted in this Declaration becomes merely nominal and of no practical benefit to the Owner(s) of the Parcel(s) to which such easement is appurtenant, then, upon the request of the Owner(s) of the Parcel(s) burdened by said easement, the Owners must enter into an appropriate amendment to this Declaration terminating such easement. 9.17 Assignment of Declarant's Interest. Notwithstanding anything contained in this Declaration to the contrary, the rights of Declarant hereunder are personal to Declarant; provided, however, in the event of a sale or transfer of all or part of the Shopping Center, RREF III -P Randhurst Village, LLC, a Delaware limited liability company (and any Successor Declarant), may assign its interests as "Declarant" hereunder to one (1) of its successors in interest (the "Successor Declarant") by executing and recording in the Office of the Recorder of Deeds of Cook County, Illinois a written instrument expressly assigning such rights and referencing this Declaration, 22 111895.000005 4838-0906-1336.1 82 whereupon such Successor Declarant will have the rights and obligations of "Declarant" hereunder, except as otherwise retained by the original Declarant or any Successor Declarant, as applicable. 9.18 Subordination to Existing Leases; Hotel CCR. This Declaration will be automatically subordinate to any occupancy leases at the Shopping Center existing as of the date hereof; provided, however, that such subordination will apply only to those occupancy leases which do not contain a provision making such occupancy lease subject and subordinate to all subsequent matters of record and any modifications thereto. The Shopping Center is subject to the terms and conditions of the Hotel CCR and all other restrictions recorded against the Shopping Center as of the date hereof. 9.19 No Merger. It is acknowledged that, as of the date of this Declaration, Declarant is the owner of 100% of the Shopping Center. Notwithstanding Declarant's common ownership of the Parcels or any future common ownership of the Parcels, it is intended that there be no merger of the easements, rights and obligations created by this Declaration into Declarant's interests of future interests in the Parcels. 9.20 Limitation of Liability. Notwithstanding the foregoing, any Person acquiring fee or leasehold title to a Parcel or any portion thereof, will be bound by this Declaration only as to the Parcel or portion of the Parcel acquired or possession by such Person. In addition, such Person will be bound by this Declaration only during the period such Person is the Owner or Occupant of such Parcel or portion of such Parcel; and, upon conveyance or transfer of the fee or leasehold interest will be released from liability hereunder, except as to the obligations, liabilities or responsibilities that accrue prior to such transfer or conveyance. Although Persons may be released under this Section 9.20, the easements, covenants and restrictions in this Declaration will continue to be benefits to and servitudes upon said Parcels running with the land. [Signature Page Follows] 111895.000005 4838-0906-1336.1 23 83 EXECUTED effective as of the Effective Date. DECLARANT: RREF III -P Randhurst Village, LLC, a Delaware limited liability company By: _ Name: Title: STATE OF COUNTY OF This instrument was acknowledged before me on the day of 2010, by , the of , the managing member of RREF III -P Randhurst Village, LLC, a Delaware limited liability company, on behalf of said limited liability company. Notary Public in and for the State of Illinois 111895.000005 4838-0906-1336.1 24 84 EXHIBITS: Exhibit A-1 - Permissible Building Areas Exhibit A-2 - Critical Access Drives Exhibit B - Legal Description of the Shopping Center Exhibit C - Resubdivision Plan Exhibit D - Parking Areas; Exclusive Parking Areas Exhibit E - Master Sign Plan Exhibit F-1 - General Prohibited Uses Exhibit F-2 - Specific Prohibited Uses 25 111895.000005 4838-0906-1336.1 85 Exhibit A-1— Shopping Center Site Plan — Permissible Building Areas [see following pages] 111895.000005 4838-0906-1336.1 26 Exhibit A-2 — Shopping Center Site Plan — Critical Access Drives [see following pages] 111895.000005 4838-0906-1336.1 27 Exhibit A-2 = CRITICAL ACCESS DRIVE AREA EUCLID AVE SCALE: 1 " = 300' KENSINGTON AVENUE CRITICAL ACCESS DRIVE EXHIBIT m CONSULTINGjENGINEERjS SITE DEVELOPLAND SURVE n 0 e DR Exhibit B — Legal Description of the Shopping Center PARCEL 1: LOTS 1, 2 AND 3 (EXCEPTING FROM SAID LOT ONE THAT PART TAKEN BY DEPARTMENT OF TRANSPORTATION STATE OF ILLINOIS IN CASE NO. 871-51078 AND ALSO EXCEPTING FROM SAID LOT ONE THAT PART CONVEYED TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF TRANSPORTATION PURSUANT TO THAT CERTAIN QUIT CLAIM DEED RECORDED SEPTEMBER 29, 1995 AS DOCUMENT NO. 95664230) IN RANDHURST CENTER RESUBDIVISION - NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 AND REGISTERED IN THE OFFICE OF THE REGISTRAR OF TITLES OF SAID COUNTY AS DOCUMENT NO. LR3637429. PARCEL 2: NORTH 70 FEET OF THE WEST 70 FEET OF THE SOUTH 120 FEET OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. LESS AND EXCEPT FROM PARCELS 1 AND 2 THE FOLLOWING PARCELS OF LAND: PARCEL 29(**): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION - NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING BELOW AN ELEVATION OF 670.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE 111895.000005 4838-0906-1336.1 90 NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 1.94 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 298.50 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 26.50 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 161.50 FEET; THENCE NORTH 60 DEGREES 01 MINUTES 21 SECONDS WEST, A DISTANCE OF 165.50 FEET; THENCE SOUTH 29 DEGREES 58 MINUTES 39 SECONDS WEST, A DISTANCE OF 460.00 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 139.00 FEET TO THE POINT OF BEGINNING, CONTAINING 1.566 ACRES, MORE OR LESS PARCEL 30(**): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION - NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, 29 111895.000005 4838-0906-1336.1 91 ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION- NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING ABOVE AN ELEVATION OF 670.55 AND BELOW AN ELEVATION OF 691.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 111895.000005 4838-0906-1336.1 92 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 300.44 FEET; THENCE SOUTH 29 DEGREES 58 MINUTES 39 SECONDS WEST, A DISTANCE OF 52.47 FEET; THENCE NORTH 60 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 18.67 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 100.84 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE NORTH 59 DEGREES 52 MINUTES 46 SECONDS WEST, A DISTANCE OF 104.42 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 34.56 FEET; THENCE SOUTH 74 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 23.35 FEET TO A POINT ON THE NORTHWESTERLY LINE OF PARCEL 29 AS DEPICTED ON THIS TAX DIVISION PLAT; THENCE SOUTH 29 DEGREES 58 MINUTES 39 SECONDS WEST, ALONG SAID NORTHWESTERLY LINE OF PARCEL 29, A DISTANCE OF 9.45 FEET; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 82.59 FEET; THENCE NORTH 74 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 67.03 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 53.93 FEET; THENCE SOUTH 60 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 15.17 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 16.92 FEET TO THE POINT OF BEGINNING, CONTAINING 0.213 ACRES, MORE OR LESS. PARCEL 31('*): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION- NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING ABOVE AN ELEVATION OF 691.55 AND BELOW AN ELEVATION OF 726.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 31 111895.000005 4838-0906-1336.1 93 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 134.03 FEET; THENCE NORTH 60 DEGREES 01 MINUTES 21 SECONDS WEST, A DISTANCE OF 65.45 FEET TO THE POINT OF BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 50.33 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 26.43 FEET; THENCE SOUTH 74 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 51.65 FEET; THENCE NORTH 15 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 88.52 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 244.70 FEET; THENCE NORTH 44 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 81.50 FEET; THENCE SOUTH 45 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 69.44 FEET; THENCE SOUTH 44 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 66.77 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 122.87 FEET; THENCE NORTH 60 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 7.36 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 82.13 FEET TO THE POINT OF BEGINNING, CONTAINING 0.590 ACRES, MORE OR LESS. PARCEL 32(**): THAT PART OF LOT 1 IN RANDHURST CENTER RESUBDIVISION- NO. 1, BEING A RESUBDIVISION OF LOT ONE IN RANDHURST CENTER, BEING A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 27, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID RANDHURST CENTER RESUBDIVISION - NO. 1 RECORDED JULY 24, 1987 IN THE OFFICE OF THE RECORDER OF 32 111895.000005 4838-0906-1336.1 94 DEEDS OF COOK COUNTY, ILLINOIS AS DOCUMENT NO. 87408581 LYING ABOVE AN ELEVATION OF 726.55 AND BELOW AN ELEVATION OF 744.55 (NAVD 88 DATUM) MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY SOUTHWEST CORNER OF ORIGINAL LOT 1 AFORESAID; THENCE NORTH 00 DEGREES 00 MINUTES 00 SECONDS EAST, ALONG THE WESTERLY LINE OF SAID LOT 1, A DISTANCE OF 360.59 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST, A DISTANCE OF 188.76 FEET; THENCE NORTH 04 DEGREES 04 MINUTES 56 SECONDS WEST, A DISTANCE OF 39.92 FEET TO A POINT OF A NON - TANGENT CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 22.66 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 19.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 29 DEGREES 12 MINUTES 18 SECONDS EAST AND A LENGTH OF 21.40 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHEASTERLY, 30.22 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 325.11 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 59 DEGREES 49 MINUTES 45 SECONDS EAST AND A LENGTH OF 30.21 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 56 DEGREES 27 MINUTES 15 SECONDS EAST, A DISTANCE OF 42.41 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 37.52 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 294.91 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 43 DEGREES 06 MINUTES 11 SECONDS EAST AND A LENGTH OF 37.50 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTH 34 DEGREES 51 MINUTES 03 SECONDS EAST, A DISTANCE OF 72.03 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE NORTHEASTERLY, 154.45 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 422.95 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 15 DEGREES 01 MINUTES 34 SECONDS EAST AND A LENGTH OF 153.59 FEET TO A POINT OF REVERSE CURVE; THENCE NORTHERLY AND NORTHEASTERLY, 33.81 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 26.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF NORTH 41 DEGREES 06 MINUTES 54 SECONDS EAST AND A LENGTH OF 31.56 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 39 MINUTES 56 SECONDS EAST, A DISTANCE OF 352.49 FEET TO A POINT OF CURVE; THENCE EASTERLY AND SOUTHEASTERLY, 12.40 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 11.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 71 DEGREES 26 MINUTES 54 SECONDS EAST AND A LENGTH OF 11.81 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHEASTERLY, 20.84 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 61.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 50 DEGREES 16 MINUTES 17 SECONDS EAST AND A LENGTH OF 20.74 FEET TO A POINT OF A NON -TANGENT CURVE; THENCE SOUTH 59 DEGREES 58 MINUTES 01 SECONDS EAST, A DISTANCE OF 51.51 FEET TO A POINT OF CURVE; THENCE SOUTHEASTERLY, 49.87 FEET ALONG AN ARC TO THE LEFT, HAVING A RADIUS OF 67.50 FEET, SUBTENDED BY A LONG CHORD HAVING A BEARING OF SOUTH 81 DEGREES 07 MINUTES 54 SECONDS EAST AND A LENGTH OF 48.74 FEET TO A POINT OF TANGENCY; THENCE NORTH 77 DEGREES 42 MINUTES 13 SECONDS EAST, A DISTANCE OF 77.05 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 0.58 FEET; THENCE SOUTH 60 DEGREES 01 MINUTES 21 SECONDS EAST, A DISTANCE OF 28.46 FEET; THENCE NORTH 29 DEGREES 58 MINUTES 39 SECONDS EAST, A DISTANCE OF 134.03 FEET; THENCE NORTH 60 DEGREES 01 MINUTES 21 SECONDS WEST, A DISTANCE OF 65.45 FEET TO THE POINT OF 33 111895.000005 4838-0906-1336.1 95 WORKING DRAFT 1.20.21 BEGINNING OF THE TRACT HEREIN DESCRIBED; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 50.33 FEET; THENCE SOUTH 29 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 26.43 FEET; THENCE SOUTH 74 DEGREES 45 MINUTES 01 SECONDS WEST, A DISTANCE OF 51.65 FEET; THENCE NORTH 15 DEGREES 14 MINUTES 59 SECONDS WEST, A DISTANCE OF 88.52 FEET; THENCE NORTH 29 DEGREES 45 MINUTES 01 SECONDS EAST, A DISTANCE OF 37.51 FEET; THENCE SOUTH 60 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 61.96 FEET; THENCE SOUTH 15 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 2.21 FEET TO THE POINT OF BEGINNING, CONTAINING 0.152 ACRES, MORE OR LESS. PARCEL 3: A NONEXCLUSIVE STAIR #3 EASEMENT, ELEVATORS EASEMENT, GROUND FLOOR EXIT PASSAGEWAY EASEMENT, SECOND FLOOR PASSAGEWAY EASEMENT, HOTEL LOBBY EASEMENT, BASEMENT GARAGE EASEMENT, UTILITY CHASES EASEMENT, FIRE PUMP EASEMENT, STRUCTURAL SUPPORT AND MAINTENANCE EASEMENT, UTILITIES EASEMENT, EASEMENT FOR REPAIR OF ADJOINING STRUCTURES, EASEMENT FOR ENCROACHMENTS AND EMERGENCY ACCESS EASEMENT AS SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR 1 RANDHURST VILLAGE DRIVE, MOUNT PROSPECT, IL DATED MARCH 31, 2015 AND RECORDED APRIL 1, 2015 AS DOCUMENT NUMBER 1509141054 FOR THE PURPOSES SET FORTH IN SAID DOCUMENT. 111895.000005 4838-0906-1336.1 34 96 WORKING DRAFT 1.20.21 Exhibit C — Resubdivision Plan [see following page] 111895.000005 4838-0906-1336.1 35 97 WORKING DRAFT 1.20.21 Exhibit D — Parking Areas; Exclusive Parking Areas [see following pages] 111895.000005 4838-0906-1336.1 36 98 Exhibit D 99 PARKING AREA .......................... - . ............ EUCLID AVE ................. ... . ... ........ .......... .. . ..... . .. .. .. .. . . . . . . . . . . . . ........ R, 11 11 /�` ...... .... . . .. ... . . . . . . I,w 00 Lu........ ..... 0'Alliii 00, .. ello, p, ........... . .. .. . . .. .. . . . .... .. . .. .. . . . ......... 0 P ..... s ........ . ��/�jjl '�Iil . . . . .. .. . . .. .............. 5 . .. ... .. .. �� IUB/ / �wq/ ////,�d f 'H'� �� SII rJ � ,�� r , . ................ . W) /!�� . / IWC II w�lj owe A . . .......... . . . . ... .... Vil &v � VIII _J LLI . .......... . .. .... ... ... IIII EXCLUSIVE — .. ................................................ PARKING AREA Nis M 1-1-1-1111") . ......... ... . . . .............................................................. . .. .......................... .. . ............. .... . .... . ............ . . . . . . . ... ...... g��ry�/, E, ................... Ik ............. ........................ %, . ............................................... ........................................................................................................................................... SCALE: 300' KENSINGTON AVENUE MM 575 W. Higgins Road,'Suite Rosemont, Illinois PARKING EXHIBIT 700, 60018 Phone: (847) 6?6-4060 Fax(847) 696-4065 99 WORKING DRAFT 1.20.21 E — Master Sign Plan [see following pages] 111895.000005 4838-0906-1336.1 37 100 Exhibit E 101 MONUMENT■PYLON A = MOVIE POSTER .................... EUCLID AVE .... . ...... . ................... . ......................... ....................................... . ......... . Ir7l V ....................... . . ......... . ( .. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. . .................................... . . ............... .. . I . ......... . . ..... c . . . ..... " 77,77777,7777, 7- .. ......... . ... ..... .. . .. . `,,� ... .................... ---- .......... . ........ ....... ............... . ................... .... . . . . . . . . 7 ............... ............................... ... 14, .... ..... .......... ................ W....... . . .. Q . . . ...... ... ........ .. . ...... .... .... . ...... .......... . Ji01111111111111111� .. .. ... ... .. ... ... .. .. IIJ Y :1 ..... .......... ....... . . .. . .. . . . . ......... �f .... ...... ljjjl� 11111 ... ......... ... .. ... ..jj��I .... . .... .... .. - IkA ( . ... ... .. ... .. .. ......................................... ............ . J1—j .. ........ . ..... ..... ... ... . .. . uj. ... ... . . . . .. ... ... ... ... .. ... "Ar . ........ . . ...... . ....... . . /,�,/""/ . .. ... . . .... ... . sl �j . ......... f® ...... � IF ..... ....... .... . . . . .......... .... ... . . .. .. .......................... .. 11 dc 41,1116 ... " . P111111111111111111111111111 . . ........................................................... ... ..... ... ... .. . .. ............ I ........... 7 .. .......... . ..... ... ... Fr f ?11��Zz��O J N ......... .. 1 11 III r .................................. . . . ............................................... ........................................................................................................................................... ............... SCALE: 300' KENSINGTON AVENUE 575 W. Higgins Road,'Suite Rosemont, Illinois MASTER SIGN EXHIBIT 700, 60018 Phone: (847) 696-4060 Fax: (847) 696-4065 101 WORKING DRAFT 1.20.21 Exhibit F-1— General Prohibited Uses Owner(s) may use the Outparcel(s) only for the operation of retail sales, restaurant or other commercial uses not prohibited herein or by Laws. In furtherance of Section 6.2 of the Declaration to which this Exhibit F-1 is attached, no use is permitted on the Outparcels that (i) is inconsistent with the operation of a first class retail shopping center, (ii) constitutes a public or private nuisance, or (iii) interferes with the safety of Owners, Occupants and/or their Permittees. Without limiting the generality of the foregoing, the following uses are prohibited: (A) Any use which emits an odor, noise or sound that can be heard or smelled outside of any building; provided, however, a restaurant will not be deemed to violate this restriction. (B) An operation primarily used as a storage or warehouse operation or any assembling, manufacturing, distilling, refining, smelting, agricultural, or mining operation. (C) Any "second hand" store, any operation selling "surplus" or "salvage" goods, or pawn shop, except for upscale consignment stores selling furniture or clothing, such as, for example (but without limitation) Plato's Closet. (D) Any mobile home park, trailer court, labor camp, junkyard, or stockyard; provided, however, this prohibition is not applicable to the temporary use of construction trailers during periods of construction, reconstruction or maintenance. (E) Any dumping, disposing, incineration or reduction of garbage, but this prohibition does not apply to (i) garbage compactors or other garbage collection areas or facilities located near the rear of any building, or (ii) recycling centers that may be required by Governmental Requirements. (F) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation. (G) Any central laundry, dry cleaning plant, or laundromat, but this restriction is not intended to prevent the operation of an on-site service oriented solely to pickup and delivery of clothing by the ultimate consumer, with no washing or processing facilities within the Shopping Center, as the same may be found in retail shopping centers in the metropolitan area where the Shopping Center is located. (H) Any (i) automobile, truck, trailer, or recreational vehicle sales, leasing, or display operation, (ii) car wash, or (iii) body shop repair operation. (I) Any bowling alley or skating rink. (J) Any movie theater or live performance theater. (K) Any hotel, motel, short or long term residential use, including single family dwellings, townhouses, condominiums, other multi -family units, or other forms of living quarters, sleeping apartments, or lodging rooms. 111895.000005 4838-0906-1336.1 38 102 WORKING DRAFT 1.20.21 (L) Any veterinary hospital or animal raising or boarding facility. (M) Any mortuary or funeral home. (N) Any establishment selling or exhibiting obscene or sexually explicit material. (0) Any establishment selling or exhibiting illicit drugs or related paraphernalia. (P) Any strip club, or any restaurant, or other operation, whose personnel wear a uniform or attire that a reasonable person would consider to be sexually provocative (e.g., Hooters, Tilted Kilt). (Q) Any bar, tavern, restaurant, or other establishment whose reasonably projected annual gross revenues from the sale of alcoholic beverages for on -premises consumption exceeds thirty percent (30%) of the gross revenues of such business. (R) Any massage parlor or similar establishment (but the provision of therapeutic massages as part of a first-class health or beauty spa operation or by professional health care providers is permitted). (S) Any health spa, fitness center, or workout facility. (T) Any flea market, amusement or video arcade, pool or billiard hall, or dance hall. (U) Any training or educational facility, including beauty schools, barber colleges, reading rooms, places of instruction or other operations catering primarily to students or trainees rather than to customers, but this prohibition is not applicable to on-site employee training incidental to the conduct of a business located on the Outparcels. (V) Any gambling facility or operation, including off-track or sports betting parlor; table games such as blackjack or poker; slot machines, video poker/blackjack/keno machines or similar devices; or bingo hall. (W) Any firearms testing or firing range, or the sale or display of any type of firearms or ammunition. (X) Any gas station and/or other facility that dispenses gasoline, diesel or other petroleum products as fuel, except for gas stations in existence as of the Effective Date of this Declaration. (Y) Any (i) automotive service/repair station, or (ii) any facility that both sells and installs any lubricants, tires, batteries, transmissions, brake shoes, or any other similar vehicle accessories. (Z) Any sale of alcoholic beverages for off -premises consumption. 111895.000005 4838-0906-1336.1 39 103 WORKING DRAFT 1.20.21 (AA) Any storing, selling, dispensing, or distributing Marijuana Products by prescription, medical recommendation or otherwise. "Marijuana Products" means marijuana or products for human consumption (including food and beverages) containing marijuana, THC or similar intoxicating derivatives, chemicals or substances, whether natural or synthetic. 111895.000005 4838-0906-1336.1 40 104 WORKING DRAFT 1.20.21 Exhibit F-2 — Specific Prohibited Uses In addition to the restrictions set forth on Exhibit F-1, the following "Exclusive Uses" and "Use Restrictions" are not permitted: TENANT EXCLUSIVE USES AND USE RESTRICTIONS: 1. ALIGNED MODERN HEALTH (Lease dated 6/1/2018) Lease Section 44 Landlord shall not enter into a lease for space in the Shopping Center or the Project which would permit a tenant to operate its premises for the primary purpose of the offering of chiropractic, physical therapy, rehabilitation and/or acupuncture services (collectively, the "Exclusive Uses"). The restriction hereinabove set forth in this paragraph shall be inapplicable (a) to any premises subject to a lease or occupancy agreement executed prior to the date of this Lease or any renewals or extensions thereof ("Existing Leases"), (b) any successor, assignee or replacement tenant using or occupying the premises under any Existing Leases, (c) to any future tenant or occupant using or occupying premises of 8,000 square feet or more in the Shopping Center or the Project, and such tenant's subtenants, assignees, licensees and concessionaires, or (d) in the event Tenant assigns this Lease other than to a corporate transferee. 2. AMC — Amended and Restated Lease (Lease dated 9/25/2009) Amended and Restated Lease Section 11 "Landlord covenants and agrees that (i) it will, during the Term, operate the Entire Premises primarily as an open-air retail shopping center with the "Main Street" design element shown on the Site Plan and in a manner consistent with first-class standards of shopping center practice (Landlord and Tenant acknowledging that portions of the Entire Premises may be used for purposes ancillary to the foregoing primary use, such as the use of the Hotel as a hotel, the use of the Future Self Storage Facility as a self - storage facility, and the use of the Proposed Office Premises for general office uses); (ii) excluding only leases for premises in the Entire Premises executed prior to the date of this Lease which, as of the date of this Lease, have permissive use clauses which would penult the sale of popcorn without the need to obtain Landlord's consent (Landlord representing and warranting to Tenant that there are no such existing leases within the Main Street Premises), so long as Tenant is operating Tenant's Facility primarily as a movie theatre or entertainment center, Landlord will not sell or permit to be sold any popcorn anywhere in or on the Entire Premises (other than within Tenant's Facility and other than packaged popcorn which may be sold within a grocery store or drug store or other similar general merchandiser of food products containing in excess of 50,000 square feet of Floor Area), (iii) so long as Tenant is operating Tenant's Facility primarily as a movie theatre or entertainment center, Landlord will not sell or permit to be sold any candy; nachos; ice cream (but the foregoing will not prohibit the operation of an ice cream store or an ice cream/fudge store similar or comparable to that operated as of the date of this Lease under the trade names "Marble Slab" or "Cold Stone Creamery," including the mixing of candy into ice cream sold, within the Four Corner Premises, or the incidental sale of ice cream within a restaurant within the Four 111895.000005 4838-0906-1336.1 41 105 WORKING DRAFT 1.20.21 Comer Premises provided ice cream is an incidental menu item of such restaurant and ice cream is sold primarily for consumption within such restaurant); cookies; or pretzels in or from any of the Four Corner Premises or in or from any part of the parking area or other Common Areas on the Entire Premises; (iv) so long as Tenant is operating Tenant's Facility primarily as a movie theatre or entertainment center, Landlord will not lease or permit the use of any of the Four Corner Premises for a coffee shop, such as "Starbucks" (but coffee may be sold as an incidental part of another tenant's or occupant's business within the Four Corner Premises), or a store whose primary use is the sale of beverages (but beverages may be sold as an incidental part of another tenant's or occupant's business within the Four Corner Premises, and a smoothie beverage store similar or comparable to that operated as of the date of this Lease under the trade name "Jamba Juice" is permitted only within that portion of the Four Corner Premises within Building C and Building G shown on the Site Plan, provided the entrance and storefront of such smoothie beverage store fronts only on to the "Main Street" and does not face Tenant's Facility); (v) so long as Tenant is operating Tenant's Facility primarily as a movie theatre or entertainment center, Landlord will not sell or permit to be sold any hotdogs; pizza; chicken tenders; fries; mozzarella sticks; or fried macaroni and cheese in or from any of the Four Corner Premises or in or from any part of the parking area or other Common Areas on the Entire Premises (the concession items restricted in this clause (v) being herein referred to as the "Concession Refreshments") (except one or more of the Concession Refreshments may be sold within a restaurant having a menu with a substantially broader focus than the applicable Concession Refreshments [e.g., pizza is only one of many items being sold by "California Pizza Kitchen", as such restaurant is operated as of the date of this Lease], which provides at least 25 seats for customers and in which food is prepared primarily for consumption within such restaurant); (vi) Landlord will not permit the operation of any food, drink, candy or snack dispensing vending machine or kiosk within a 250 foot radius of the main entrance to Tenant's Facility, or elsewhere on Tenant's Tax Parcel, or within the Parking Structure Tax Parcel; (vii) in no event shall Landlord lease or permit the occupancy of any premises located in the Project for any of the following uses (except to the extent a lease executed prior to the date of this Lease does not permit Landlord to prevent such use): (a) funeral home; (b) bookstore or other establishment engaged in the business of selling, exhibiting or delivering pornographic or obscene materials (but the foregoing restriction will not prohibit the operation of a first-class book store, such as Borders or Barnes and Noble, as such bookstores are operated as of the date of this Lease); (c) so-called "head shop"; (d) bowling alley other than an upscale bowling alley similar to "Lucky Strike" or "Splitsville" as of the date of this is Lease containing not more than 20,000 square feet of Floor Area (except a bowling alley shall be permitted within the Entire Premises provided no portion of such bowling alley premises is located within a 800 foot radius of the main entrance to Tenant's Facility); (e) skating rink (except a skating rink shall be permitted within the Entire Premises provided no portion of such skating rink is located within a 800 foot radius of the main entrance to Tenant's Facility); (f) health club or exercise facility (except a health club or exercise facility shall be permitted within the Entire Premises provided no portion of such health club or exercise facility is located within a 800 foot radius of the main entrance to Tenant's Facility); or (g) game room or arcade (except ancillary to the operation of a restaurant and provided no portion of such game room or arcade which is ancillary to the operation of a restaurant in located within a 800 foot radius of the main entrance to Tenant's Facility)." 111895.000005 4838-0906-1336.1 42 106 WORKING DRAFT 1.20.21 Section 12(A) Amended and Restated Lease "Landlord shall not permit the operation of a movie theatre within the Entire Premises, other than within Tenant's Facility." Section 12(B) Amended and Restated Lease "Landlord will not use or permit to be used the premises immediately adjacent to Tenant's Facility in any manner that would result in any noise or vibration interfering with the acoustics required by Tenant in its use of Tenant's Facility or would result in any offensive odors penetrating Tenant's Facility." 3. BED BATH & BEYOND (Lease dated 7/1/2005) Lease Section 13.2.1(a) "Landlord shall not lease, rent or occupy or permit to be occupied, whether by a tenant, sublessee, assignee, licensee or other occupant or itself, any other premises in the Shopping Center or any Related Land, for the sale, rental or distribution, at retail or at wholesale, either singly or in any combination, of items contained in any of the following respective categories of merchandise: (1) linens and domestics; (ii) bathroom items (excluding plumbing hardware); (iii) housewares (excluding furniture, and major appliances or "white goods"); (iv) frames and wall art (provided that a fine art gallery shall not be precluded); (v) window treatments; and/or (vi) closet, shelving and storage items (which items, either singly or in any combination, are hereinafter referred to as the "Exclusive Items"). Notwithstanding the foregoing, any tenant or subtenant in the Shopping Center or the Related Land shall have the right to utilize its respective premises for the sale, rental and/or distribution of -Exclusive Items within an aggregate area (which shall include an allocable portion of the aisle space adjacent to such sales, rental and/or distribution area) not to exceed the lesser of (x) five percent (5%) of the Floor Area of such tenant's or subtenant's premises, or (y) three thousand five hundred (3,500) square feet of Floor Area within such tenant's or subtenant's premises. [For example only, a tenant occupying premises containing a total of five thousand (5,000) square feet of Floor Area could sell Exclusive Items (either singly or in any combination) so long as the aggregate area within its entire demised premises in which any and all Exclusive Items are sold shall not exceed two hundred fifty (250) square feet.]..." Lease Section 13.2.2 " The restrictions set forth in Subsection 13.2.1 above shall not apply to (a) a full -line national or regional; (i) department store [for example, Wal-Mart, Macy's, or Target], (ii) discount club [for example, Costco, BJ's Wholesale Club, or Sam's Club], or (iii) home improvement center [for example, Home Depot or Lowe's), commonly located in first-class shopping centers in the state in which the Shopping Center is located, each occupying at least 80,000 square feet of Floor Area within the Shopping Center or Related Land, as such stores are currently operated (as of the Effective Date); (b) other tenants within the Shopping Center or Related Land occupying no greater than 3,500 square feet of Floor Area and not primarily engaged in the sale of any one or more of the Exclusive Items, and (c) the following specific stores, as such stores are operated as 111895.000005 4838-0906-1336.1 43 107 WORKING DRAFT 1.20.21 of the Effective Date: Crate and Barrel, Williams Sonoma, Restoration Hardware and Pottery Barn." First Amendment Section 6 (d) and Exhibit M [TO BE INSERTED] 4. BLACKFINN GRILLE (Lease dated 10/13/2011) Lease Section 21.24 "(a) Landlord shall not lease space or allow space to be assigned or subleased (to the extent Landlord has the right to approve or allow such assignment or subleasing) in the Shopping Center or any property adjacent or contiguous to (or separated solely by a road or right-of-way from) the Shopping Center owned or controlled now or at any time hereafter by Landlord or any affiliate of Landlord, to the following business operations, commonly known as: Yard House, BJ's Brewhouse, Brick House, Gordon Biersch or PJ Clarke's (individually, a "Restricted Tenant" and collectively, "Restricted Tenants"). Notwithstanding, the prohibition against certain Restricted Tenants shall not apply to the following: Any "Major Tenant Spaces" regardless of the identity of the tenant occupying the Major Tenant Space from time to time and regardless of how those spaces are reconfigured in the future, which "Major Tenant Spaces" are defined as those spaces as presently configured and presently occupied by Home Depot, Jewel Osco, Costco, Carson Pirie Scott, Bed Bath & Beyond, Sports Authority, AMC Theatre, and the spaces to be occupied by TJ Maxx, PetSmart, and World Market once built, but to the extent that Landlord recovers any Major Tenant Spaces (or any portion of any Major Tenant Spaces) and reconfigures those spaces for smaller tenants instead of for a Major Tenant or Major Tenants occupying at least 18,000 square feet, then the Restricted Tenants prohibition would apply to those smaller spaces reconfigured by Landlord." 5. CHIPOTLE (Lease dated 5/4/2009) Lease Section 21.24 "Landlord agrees that it shall not lease space or consent to a use (to the extent Landlord has the right to consent) in the Shopping Center for the following quick casual restaurants operating under the listed trade names, or operating under any successor trade names: Moe's Southwest Grill, Salsarita's Fresh Cantina, Qdoba Mexican Grill, Baja Fresh, Tijuana Flats Burrito Company, Phat Burrito, and Johnny Burrito or any other similar concepts whose primary business is the sale of burritos, fajitas and tacos and wraps for on -premises consumption from a "quick casual" restaurant environment (i.e. made to order menu in which customers order from a counter as opposed to a fast food restaurant or full service sit-down restaurant) (the "Exclusive Use"). Notwithstanding, the Exclusive Use shall not apply to: (i) Any tenant with a lease that predates the date of Tenant's Lease; nor (ii) Any tenant that does not operate for the purpose of the Exclusive Use (i.e., a tenant deriving twenty percent (20%) or less of its annual gross sales from sales of Exclusive Use items in a quick casual setting); nor (iii) Sales of any individual Exclusive Use item that Tenant ceases to sell in the Premises; nor (iv) Any sit-down restaurant providing wait service; nor (v) Any fast food restaurant (like Taco Bell); nor (vi) Any tenant occupying over 10,000 square feet. The 111895.000005 4838-0906-1336.1 44 108 WORKING DRAFT 1.20.21 Exclusive Use shall cease and become null and void should: (i) Tenant vacate, abandon or cease business operations in the Premises for a period in excess of one hundred (100) days excluding closure due to fire, flood or similar disaster; or (ii) Tenant cease to operate in the Premises for the principal and primary purpose of the sale of burritos, fajitas and tacos and wraps." 6. CLUB PILATES (Lease dated 6/8/2018) Lease Section 44 "Landlord shall not enter into a lease for space in the Shopping Center or the Project which would permit the tenant to operate its premises for the primary purpose of a Pilates studio, and (ii) Landlord shall not enter into a lease for space within the same Building which would permit the tenant to operate its premises for the primary purpose of a Pilates, Yoga, Ballet Barre, Barre Method and/or TRX studio. The restrictions hereinabove set forth in this paragraph shall be inapplicable to any future tenant or occupant using or occupying premises of 5,000 square feet and offering Pilates classes as an ancillary part of their business" 7. COST PLUS WORLD MARKET (Lease dated 8/12/ 2011) Lease Section 9.3 Landlord shall not lease space in the Shopping Center to an entity that will operate a store under the trade name "Pier 1 Imports" (the "Restricted Tenant")." Lease Section 9.4 Except as permitted under the terms of leases in effect as of the Effective Date of this Lease, no movie theater, health club, gym, or workout facility shall be permitted in the Shopping Center within two hundred feet (200') of the front entrance of the Store (the "Restricted Area"), which Restricted Area is shown on the Site Plan." Scherlrnle TH "As to the Shopping Center (subject to any exceptions, limitation and/or carve -outs specified below), any of the following uses: 1. Any use which emits or results in strong, unusual or offensive odors, fumes, dust or vapors. is a public or private nuisance, emits noise or sounds which are objectionable due to intermittence, beat. frequency, shrillness or loudness, creates a hazardous condition, or is used, in whole or in part, as or for warehousing or the dumping or disposing of garbage or refuse, other than odors and fumes normally emanating from the operation of a restaurant otherwise allowed hereunder; 2. Any mobile home park, trailer court, labor camp, junkyard, or stockyard (except that this provision shall not prohibit the temporary use of construction trailers in Landlord designated areas during periods of construction, reconstruction, or maintenance); 3. Any dumping, disposing, incineration, or reduction of garbage (exclusive of trash compactors or trash containers located near the rear of any building); 111895.000005 4838-0906-1336.1 45 109 WORKING DRAFT 1.20.21 4. Any fire sale, bankruptcy sale (unless pursuant to a court order), auction house operation, fictitious going -out -of -business sale, lost -our -lease sale or similarly advertised event (provided that if any such use is conducted by a third party in violation of its lease then Landlord's only obligation shall be to use commercially reasonable efforts to prevent the same); 5. Any mortuary or funeral home or cemetery; 6. Any "Pornographic Use". which shall include. without limitation: (x) a store displaying for sale or exhibition books, magazines or other publications containing any combination of photographs, drawings or sketches of a sexual nature, which are not primarily scientific or educational [provided, however, that the sale of books, magazines and other publications by a national bookstore of the type normally located in first-class shopping centers in the State in which the Shopping Center is located (such as, for example, Borders and Barnes & Noble, as said stores currently operate) shall not be deemed a "pornographic use" hereunder]; or (y) a store offering for exhibition, sale or rental video cassettes or other medium capable of projecting, transmitting or reproducing, independently or in conjunction with another device, machine or equipment, an image or series of images, the content of which has been rated or advertised generally as NC -17 or "X" or unrated by the Motion Picture Rating Association, or any successor thereto [provided, however, that the sale or rental of such videos by a national video store of the type normally located in first-class shopping centers in the State in which the Shopping Center is located (such as, for example, Blockbuster or \Vest Coast Video, as said stores currently operate) shall not be deemed a "pornographic use" hereunder] ; or (z) a movie theater offering for exhibition, sale or rental video cassettes or other medium capable of projecting, transmitting or reproducing, independently or in conjunction with another device, machine or equipment. an image or series of images, the content of which has been rated or advertised generally as NC -17 or "X" or unrated by the Motion Picture Rating Association, or any successor thereto (provided, however, that the exhibition, sale or rental of such videos by a national or regional theater operator of the type normally located in first-class shopping centers in the State in which the Shopping Center is located (such as, for example, AMC or Regal or Cobb, as said theaters currently operate) shall not be deemed a "pornographic use" hereunder); or (zz) a massage parlor [except for therapeutic massages given in connection with the operation of a day spa, health club or chiropractor which may otherwise be permitted under this Schedule II 7. Any so-called "head shop", or other establishment primarily selling or exhibiting drug-related paraphernalia; 8. Any bar or tavern primarily selling alcoholic beverages for on -or -off -premises consumption, except that alcoholic beverages may be sold for on- and/or off -premises consumption anywhere in the Shopping Center outside of the PetSmart premises immediately adjacent to the Store (i) as an incidental part of the operation of restaurant typically operating in a first-class shopping center and operated primarily as a restaurant and not as a bar or toV'ern or (ii) as a part of the operation of a themed sports bar and grill typically operating in a first-class shopping center or (iii) as a part of the operation of a local family-oriented, sit-down restaurant selling food primarily for on - premises consumption and operated primarily as a restaurant rather than as a bar or 111895.000005 4838-0906-1336.1 46 110 WORKING DRAFT 1.20.21 tavern, to the extent such restaurants are otherwise allowed hereunder or (iv) in conjunction with the operation of an upscale wine bar or microbrewery; 9. Within the Store and within the PetSmart premises adjacent to Tenant's Store, no training or education facility or school or telemarketing center, including but not limited to: beauty schools, barber colleges, reading rooms, places of instruction or other operations catering primarily to students or trainees rather than to customers, provided, however, this prohibition shall not be applicable to on-site employee training by Tenant or the adjacent tenant occupying the PetSmart premises incidental to the conduct of its business at the Shopping Center; 10. Any gambling facility or operation, including but not limited to: off-track or sports betting parlor; table games such as black -jack or poker; slot machines; video poker/black-jack/keno machines or similar devices; or bingo hall. Notwithstanding the foregoing, this prohibition shall not apply to governmental sponsored gambling activities, or charitable gambling activities, so long as such governmental and/or charitable activities are incidental to the business operation being conducted; 11 . Any unlawful use; 12. Any pawn shop, gun shop, or tattoo parlor; 13. In the PetSmart premises adjacent to Tenant's Store, no church or other place of religious worship; 14. Any carnival, amusement park or circus; 15. Any methadone clinic, blood bank, or drug or alcohol treatment or rehabilitation center. or abortion clinic; 16. Any daycare center. except as an incidental part of a retail or office use." 8. COSTCO (Lease dated 10/31/2003) Lease Section 1.4.19 "Neither Landlord, nor any subsidiary, affiliate, parent or other entity which controls, is controlled by, or is under common control with Landlord (collectively "Landlord's Entities") shall sell, lease or otherwise transfer to any other membership warehouse club, including, but not limited to, Sam's, Pace, BYs or SourceClub all or any portion of any property owned by Landlord or any affiliate of Landlord ("Landlord's Entities"), within a five (5) mile radius of the Property." Lease Section 9.3 "Prohibited Use. No portion of the Shopping Center shall be occupied or used, directly or indirectly, for the purposes of an illicit massage parlor, adult bookstore or X-rated movie theater or X-rated video rental store. In addition, the following shall be prohibited as uses of the Premises: any non -retail use; entertainment or sports facility 111895.000005 4838-0906-1336.1 47 111 WORKING DRAFT 1.20.21 such as a bar, cinema, theater, nightclub, bowling alley, skating rink, amusement gallery or park, carnival, arcade, video game room, amusement center, pool or billiard hall, banquet facility, "disco" or other dance hall, health club, racquet club or gymnasium; school, meeting hall, auditorium or like place of public assembly; any manufacturing, factory or non -retailing warehouse use; processing or rendering plant; an establishment whose principal use is selling cars or other motor driven vehicles, auto parts, trailers, boats or mobile homes; flea market; off-track betting facility; library or reading room; or funeral parlor." 9. DSW (Lease dated 7/20/18) Lease Section 13.3 "Landlord agrees that Landlord will not lease, rent, occupy or permit to be occupied any space in the Shopping Center (and any enlargement or expansion thereof) for a bingo parlor; bar/cocktail lounge within two hundred fifty (250) feet of the front entrance of the Premises (except as incidental to a restaurant); restaurant (but only to the extent such restaurant is immediately adjacent to the Premises); adult book or adult video store (defined for the purposes hereof as a store devoting ten percent (10%) or more of its floor space to offering books and/or video materials and/or other sexually explicit merchandise or services for sale or for rent which are directed to or restricted to adult customers due to sexually explicit subject matter or for any other reason making it inappropriate for general use); adult theater or "strip -tease" establishment; the sale of automotive parts including tires, other than as an incidental use (but only to the extent such sales occur within two hundred fifty (250) feet of the front entrance of the Premises); more than one (1) automotive maintenance or automotive repair facility (but only to the extent such automotive maintenance or automotive repair facility is within two hundred fifty (250) feet of the front entrance of the Premises); a warehouse, storage facility or the storage of goods not intended to be sold from the Shopping Center (except one (1) self -storage facility located in the area identified as "Pad Q" on the Site Plan); car wash (but only to the extent such car wash is within two hundred fifty (250) feet of the front entrance of the Premises); pawn shop; payroll loan/check cashing service a Second Hand Store, as defined below; flea market; an Entertainment or Recreational Facility, as defined below (but only to the extent such Entertainment or Recreational Facility is within two hundred (200) feet of the front entrance of the Premises); a Training or Educational Facility, as defined below (but only to the extent such Training or Educational Facility is within two hundred (200) feet of the front entrance of the Premises); the renting, leasing, selling or displaying of any boat, motor vehicle or trailer; industrial or manufacturing purposes; a carnival, circus or amusement park (unless such carnival, circus or amusement park is temporary and not located within the area identified as "Restricted Area" on the Site Plan); a gas station (but only to the extent such gas station is within two hundred fifty (250) feet of the front entrance of the Premises); facility for the sale of paraphernalia for use with illicit drugs; the sale of cannabis, cannabis paraphernalia or products featured as relating to cannabis, its use, storage, distribution or cultivation; funeral home; blood bank (but only to the extent such blood bank is within two hundred fifty (250) feet of the front entrance of the Premises); mortuary; the sale of caskets (other than as an incidental use); the sale of Christmas trees or pumpkins (unless such sales are temporary and not located within the Restricted Area); gambling establishment; banquet hall, auditorium or other place of public assembly (but only to the extent such banquet hall, auditorium or other place of public assembly are within two hundred (200) feet of the front 111895.000005 4838-0906-1336.1 48 112 WORKING DRAFT 1.20.21 entrance of the Premises); gun range; the sale of fireworks; a veterinary office or hospital or animal raising facility except as incidental to a pet supply store such as PetSmart or Petco, and except for a veterinary office or hospital located at least two hundred fifty (250) feet away from the front entrance of the Premises; a video rental store; karate center (but only to the extent such karate center is within two hundred (200) feet of the front entrance of the Premises); central laundry, laundromat (other than as an incidental use) or dry cleaning plant except for a central laundry, laundromat or dry cleaning plant not to exceed more than 3,000 square feet in size that is located at least two hundred fifty (250) feet away from the front entrance of the Premises; nail salon (but only to the extent such nail salon is within two hundred fifty (250) feet of the front entrance of the Premises); or any facility which is illegal or dangerous, constitutes a nuisance, emits offensive odors, fumes, dust, vapors, loud noise, sounds or vibrations or is inconsistent with community oriented first-class shopping centers in the metropolitan area in which the Premises are located. "Second Hand Store" means a thrift store, surplus store, Goodwill, donation -based resale operation, or any facility selling goods that are not new; provided however, Second Hand Store shall not include the following: a first-class retail establishment selling antiques, or a retail operation with at least 10 locations under the same tradename and that operates substantially like Play -it -Again Sports, Disc Go Round, Once Upon A Child, Plato's Closet, or Clothes Mentor). "Entertainment or Recreational Facility" means a facility primarily for entertainment or recreation, including, without limitation, a movie or live theater or cinema, bowling alley, skating rink, gym, yoga studio, health spa or studio, dance hall or night club, billiard or pool hall, massage parlor, health club, game parlor, video arcade (which shall be defined as any store containing more than five (5) electronic games), "laser tag," "bounce house" or "virtual reality" operation. "Training or Educational Facility" means a facility primarily for training or education, including, without limitation, a beauty school, barber college, reading room, place of instruction or any other operation catering primarily to students or trainees as opposed to customers. The total GLA of all ground level medical offices, dental offices, professional offices, business offices and other non -retail operations located within the Shopping Center shall not to exceed ten percent (10%) of the GLA of the Shopping Center (restaurants and entertainment uses are deemed to be "retail" uses for purposes of this sentence). Landlord and Tenant shall incorporate the foregoing restrictions into the Memorandum of Lease as provided in Section 26.1 hereof. Landlord and Tenant agree that (1) no auction, fire or going -out -of -business sales shall be conducted in the Shopping Center except a going -out -of -business sale conducted during the last thirty (30) days of an existing retail operation; and (2) no exterior identification signs attached to the exterior faVade of any building in the Shopping Center shall be flashing, moving or audible signs, or signs employing exposed neon tubes, exposed ballast boxes or exposed transformers; and (3) no sidewalk sales by other parties shall be allowed in the Protected Area." 10. EGGSPERIENCE (Lease dated 3/29/2012) Lease Section 13.3 (A) - "Landlord agrees that Landlord will not lease, rent, occupy or permit to be occupied any space in the Shopping Center (and any enlargement or expansion thereof) for a bingo parlor; bar/cocktail lounge within two hundred fifty (250) feet of the front entrance of the Premises (except as incidental to a restaurant); restaurant (but only to the extent such restaurant is immediately adjacent to the Premises); adult book or adult video store (defined for the purposes hereof as a store devoting ten percent (10%) or more of its floor space to offering books and/or video 111895.000005 4838-0906-1336.1 49 113 WORKING DRAFT 1.20.21 materials and/or other sexually explicit merchandise or services for sale or for rent which are directed to or restricted to adult customers due to sexually explicit subject matter or for any other reason making it inappropriate for general use); adult theater or "strip -tease" establishment; the sale of automotive parts including tires, other than as an incidental use (but only to the extent such sales occur within two hundred fifty (250) feet of the front entrance of the Premises); more than one (1) automotive maintenance or automotive repair facility (but only to the extent such automotive maintenance or automotive repair facility is within two hundred fifty (250) feet of the front entrance of the Premises); a warehouse, storage facility or the storage of goods not intended to be sold from the Shopping Center (except one (1) self -storage facility located in the area identified as "Pad Q" on the Site Plan); car wash (but only to the extent such car wash is within two hundred fifty (250) feet of the front entrance of the Premises); pawn shop; payroll loan/check cashing service a Second Hand Store, as defined below; flea market; an Entertainment or Recreational Facility, as defined below (but only to the extent such Entertainment or Recreational Facility is within two hundred (200) feet of the front entrance of the Premises); a Training or Educational Facility, as defined below (but only to the extent such Training or Educational Facility is within two hundred (200) feet of the front entrance of the Premises); the renting, leasing, selling or displaying of any boat, motor vehicle or trailer; industrial or manufacturing purposes; a carnival, circus or amusement park (unless such carnival, circus or amusement park is temporary and not located within the area identified as "Restricted Area" on the Site Plan); a gas station (but only to the extent such gas station is within two hundred fifty (250) feet of the front entrance of the Premises); facility for the sale of paraphernalia for use with illicit drugs; the sale of cannabis, cannabis paraphernalia or products featured as relating to cannabis, its use, storage, distribution or cultivation; funeral home; blood bank (but only to the extent such blood bank is within two hundred fifty (250) feet of the front entrance of the Premises); mortuary; the sale of caskets (other than as an incidental use); the sale of Christmas trees or pumpkins (unless such sales are temporary and not located within the Restricted Area); gambling establishment; banquet hall, auditorium or other place of public assembly (but only to the extent such banquet hall, auditorium or other place of public assembly are within two hundred (200) feet of the front entrance of the Premises); gun range; the sale of fireworks; a veterinary office or hospital or animal raising facility except as incidental to a pet supply store such as PetSmart or Petco, and except for a veterinary office or hospital located at least two hundred fifty (250) feet away from the front entrance of the Premises; a video rental store; karate center (but only to the extent such karate center is within two hundred (200) feet of the front entrance of the Premises); central laundry, laundromat (other than as an incidental use) or dry cleaning plant except for a central laundry, laundromat or dry cleaning plant not to exceed more than 3,000 square feet in size that is located at least two hundred fifty (250) feet away from the front entrance of the Premises; nail salon (but only to the extent such nail salon is within two hundred fifty (250) feet of the front entrance of the Premises); or any facility which is illegal or dangerous, constitutes a nuisance, emits offensive odors, fumes, dust, vapors, loud noise, sounds or vibrations or is inconsistent with community oriented first-class shopping centers in the metropolitan area in which the Premises are located. "Second Hand Store" means a thrift store, surplus store, Goodwill, donation -based resale operation, or any facility selling goods that are not new; provided however, Second Hand Store shall not include the following: a first- class retail establishment selling antiques, or a retail operation with at least 10 locations under the same tradename and that operates substantially like Play -it -Again Sports, Disc Go Round, Once Upon A Child, Plato's Closet, or Clothes Mentor). 111895.000005 4838-0906-1336.1 50 114 WORKING DRAFT 1.20.21 "Entertainment or Recreational Facility" means a facility primarily for entertainment or recreation, including, without limitation, a movie or live theater or cinema, bowling alley, skating rink, gym, yoga studio, health spa or studio, dance hall or night club, billiard or pool hall, massage parlor, health club, game parlor, video arcade (which shall be defined as any store containing more than five (5) electronic games), "laser tag," "bounce house" or "virtual reality" operation. "Training or Educational Facility" means a facility primarily for training or education, including, without limitation, a beauty school, barber college, reading room, place of instruction or any other operation catering primarily to students or trainees as opposed to customers. The total GLA of all ground level medical offices, dental offices, professional offices, business offices and other non -retail operations located within the Shopping Center shall not to exceed ten percent (10%) of the GLA of the Shopping Center (restaurants and entertainment uses are deemed to be "retail" uses for purposes of this sentence). Landlord and Tenant shall incorporate the foregoing restrictions into the Memorandum of Lease as provided in Section 26.1 hereof. Landlord and Tenant agree that (1) no auction, fire or going -out - of -business sales shall be conducted in the Shopping Center except a going -out -of - business sale conducted during the last thirty (30) days of an existing retail operation; and (2) no exterior identification signs attached to the exterior facade of any building in the Shopping Center shall be flashing, moving or audible signs, or signs employing exposed neon tubes, exposed ballast boxes or exposed transformers; and (3) no sidewalk sales by other parties shall be allowed in the Protected Area." 11. FIVE GUYS (Lease dated 8/6/2009) Lease Section 21.24 "Landlord agrees that it shall not lease space in the Shopping Center to any fast casual restaurant whose sales of hamburgers and cheeseburgers are greater than fifteen percent (15%) of their annual gross sales ("Tenant's Exclusive Use"). Notwithstanding, Tenant's Exclusive Use shall not apply to: (i) Full service restaurants that take customers' orders at their table and deliver food to their table nor (ii) Tenants whose sales of such Exclusive Use items constitutes fifteen percent (15%) or less of their annual gross sales, nor (iii) Any tenant operating for Tenant's Exclusive Use in Buildings C, D. F and G in the Shopping Center as shown on the Site Plan attached hereto as Exhibit A; provided, however, Landlord agrees not to lease space in Buildings C. D, F and G to fast casual restaurants operating under the listed trade names of: Meatheads, Fatburger or Smashburger." 12. GNC (Lease dated 11/26/2012) Lease Section 5.04 "Landlord shall not enter into any new leases with other retail tenants in the Shopping Center (including temporary leases, kiosks and carts) which contains a use clause permitting the tenant to conduct a business for the primary purpose of the retail sale of health foods, prepackaged vitamins, mineral and herbal supplements and sports nutrition supplements (collectively, the "Exclusive Use). "Primary purpose" shall be defined as a store selling the aforesaid items within an area which occupies in excess of the lesser of (a) five percent (5%) of its floor area or (b) 100 square feet of floor area. Notwithstanding, the Exclusive Use shall not apply to: (i) Any tenant with a lease that predates the date of Tenant's Lease, its successors and/or assigns; nor (ii) Any item 111895.000005 4838-0906-1336.1 51 115 WORKING DRAFT 1.20.21 category (e.g. prepackaged vitamins) within Tenant's Exclusive Use that Tenant ceases to offer for sale at the Premises; nor (iii) Any tenant within the Shopping Center that does not operate for the primary purpose of the Exclusive Use (i.e., any tenant devoting in excess of the lesser of (a) five percent (5%) of its floor area or (b) 100 square feet of floor area, to sales of health foods, prepackaged vitamins, mineral and herbal supplements and sports nutrition supplements; nor (iv) Any tenant located in the "main street" portion of the Shopping Center as depicted on Exhibit A; nor (v) Any premises within the Shopping Center consisting of 10,000 or more contiguous square feet under a single trade name; nor (vi) Any fitness facility, health club, gym or similar operation located in the Shopping Center, so long as said facility doesn't exceed the "primary purpose" criteria noted above." 13. HOME DEPOT (Lease dated 8/25/1994) Second Amendment Section 4(g) (dated 3/28/2008) "Landlord covenants and agrees that in no event shall Landlord, its successors, grantees, tenants or assigns, sell, lease, use or allow the use of any portion of the Shopping Center (other than the Premises) to be used: (i) as a home improvement center, hardware store, garden center or lumber store, provided, however, (A) Tenant acknowledges and agrees that Landlord shall not be in violation of the Lease, as amended herein, by reason of a violation of the terms of this Section 4(g) by a Shopping Center tenant under a lease that is in existence as of the date of this Second Amendment which provides such existing tenant the legal right to operate its Premises for any of the foregoing exclusive uses, either specifically or generally, and (B) Landlord agrees that if, under any existing lease, Landlord's consent to any assignment or sublease is required and such consent may be exercised in Landlord's sole discretion, Landlord shall, in such case, condition its consent to such assignment, sublease or renewal, as the case may be, upon the applicable assignee or subtenant agreeing in writing that such party, its lease and respective demised premises shall be subject to and bound by the terms of this Section 4(g); and (ii) without in any way limiting the terms of item (i) above in this Section 4(g}, by any single occupant of any portion of the Shopping Center for the operation of any business in more than the Permitted Incidental Area (as hereinafter defined) for the sale, display, leasing, rental or distribution of any one or more of the following items or materials (and in no event shall all such uses by all occupants in the Shopping Center exceed, in the aggregate, more than ten thousand (10,000) square feet of floor area): lumber, hardware, plumbing supplies, pool supplies, electrical supplies (but not including electronics or computers or related products and supplies), paint, wallpaper and other wallcoverings (but not paintings or works of art), window treatments (excluding draperies and curtains in conjunction with the operation of a full line furniture store), kitchen or bathrooms or components thereof (such as tubs, sinks, faucets, mirrors, cabinets, showers, vanities, countertops and related hardware), windows, hard and soft flooring (including tile, wood flooring, and wall-to-wall carpeting, (but not occasional or area rugs), siding, ceiling fans, garden nursery supplies and plants sold by gardening and garden nursery suppliers (but the foregoing shall not prohibit a florist from selling artificial and/or natural and/or live plants or seasonal), outdoor cooking equipment, patio furniture and patio accessories (except patio furniture and accessories may be sold in conjunction with the operation of a full line furniture store), live Christmas trees, indoor and outdoor lighting and light fixtures (but not lamps), cabinets, major kitchen and household appliances, and interior design services (except interior design 111895.000005 4838-0906-1336.1 52 116 WORKING DRAFT 1.20.21 services may be sold in conjunction with the operation of a full line furniture store). The foregoing restriction set forth in this Section 4(g)(11) shall not apply to the following existing tenants: Costco, Carson Pirie Scott, Bed Bath & Beyond, and Jewel Osco, or any of their permitted successors and assigns, as such stores are typically operated as of the date hereof, subject further to the terms of Section 4(g)(i) above. In addition, nothing contained in this Section 4(g)(ii) shall be deemed to prevent or prohibit the operation of (i) a Sam's Club, Costco or BJs Wholesale Club store, as such stores are typically operated as of the date hereof; (ii) a Kohl's, Macy' s, JC Penney or Sears department or variety store, as such stores are typically operated as department or variety stores of the date hereof; (iii) a K -mart, Wal-Mart or Target discount department store, as such stores are typically operated as of the date hereof; (iv) a Kroger, Albertson's, Jewel Osco, or Dominick's/Safeway grocery store, as such stores are typically operated as of the date hereof; (v) a Bassett, Carson Pirie Scott or Fields furniture store, as such stores are typically operated as of the date hereof; or (vi) a TJ Maxx, Old Navy or The Gap store, as such stores are typically operated as of the date hereof." .... "For purposes of this Section 4(g), the terms "Permitted Incidental Area" shall mean the greater of (a) two thousand (2,000) square feet of floor area, or (b) ten percent (10%) of an occupant' s total floor area devoted to sales. In addition, the restrictions set forth above shall cease and terminate as of the earlier of (i) expiration or earlier termination of the Lease, or (ii) two (2) years (as hereinafter extended) from and after the date on which no portion of the Premises is utilized either as a home improvement center or for the sale of the product classifications set forth above. The foregoing two (2) year period shall be extended by the period of any cessation in such use or uses that is due to casualty, condemnation, or other cessations due to force maj eure." Second Amendment Section 5 and Fourth Amendment Section 3(b)(vi) (dated 1/25/2017) "Landlord intends, either in conjunction with the Redevelopment or at some future date, to develop additional square footage in the Future Building Envelope area shown on Exhibit "D". The building shown as "Building Q" is an example only of what Landlord may construct. Tenant agrees that Landlord shall be permitted to build any size building or buildings, with any number of stories, anywhere within the designated Building Envelope, provided that (i) such building or buildings are not used for any of uses listed on Exhibit "D-1" attached hereto, (ii) no use or operation will be made, conducted or permitted on or with respect to all or any part of the Future Building Envelope except for retail, restaurant, office or storage uses that are developed consistent with the operation of similar lifestyle centers in the Chicago metropolitan area. Tenant acknowledges that (A) a gym, fitness center, health club or exercise facility, subject to the terms of Section 3(f) below, and (B) a Permitted Medical Office Use (as defined), will be permitted to operate in the South Building on the Future Building Area;" Exhibit D-1 to the Second Amendment: [TO BE INSERTED] 111895.000005 4838-0906-1336.1 53 117 WORKING DRAFT 1.20.21 14. JERSEY MIKES (Lease dated 1/14/2010) Lease Section 21.24 "Landlord agrees not to allow any other tenant in Building U to sell submarine or deli style sandwiches for either on or off site consumption ("Exclusive Uses"). (b) Notwithstanding, the Exclusive Use shall not apply to: (i) Any tenant in Building U of the Shopping Center with a lease that predates the date of Tenant's Lease (as identified on the Exhibit I attached hereto) and whose lease allows it to operate for any lawful use and/or any restaurant use and/or whose permitted use otherwise allows it to operate for Tenant's Exclusive Use, its successors, assignees and transferees; or (ii) Any tenant whose sales of such Exclusive Use items constitutes fifteen ( 15%) or less of their annual gross sales; or (iii) The sale of any individual Exclusive Use item (either submarine sandwiches or deli style sandwiches) that Tenant ceases to sell in the Premises." 15. JEWEL -OSLO (Lease dated 4/15/1995) Lease Section 8.1.2 "Prohibited Use. No portion of the Shopping Center shall be occupied or used, directly or indirectly, for the purposes of an illicit massage parlor, adult bookstore or X-rated movie theater or X-rated video rental store. In addition, the following shall be prohibited as primary uses of the Premises: any non -retail use; entertainment or sports facility such as a bar, cinema, theater, nightclub, bowling alley, skating rink, amusement gallery or park, carnival, arcade, video game room, amusement center, pool or billiard hall, banquet facility, "disco" or other dance hall, health club, racquet club or gymnasium; school, meeting hall, auditorium or like place of public assembly; any manufacturing, factory or warehouse use; processing or rendering plant; establishment selling cars or other motor' driven vehicles, auto parts, trailers, boats or mobile homes; flea market; off-track betting facility; library or reading room; funeral parlor; store whose principal products are audio/video computer or electronic equipment; garden center; or home improvement store." Lease Section 23 "Landlord shall not permit any premises (nor any part thereof) in the Shopping Center other than the Premises (and any other premises in the Shopping Center occupied by an Affiliate) to be (i) used or occupied as a retail supermarket, drug store or combination thereof, nor (ii) used for the sale of any of the following: (1) unprepared fish or meat; (2) liquor or other alcoholic beverages in package form, including, but not limited to, beer, wine and ale (except that the operator of a single gourmet shop located in the mall of the Shopping Center shall be permitted to sell wine as an incidental part of such operation); (3) produce; (4) any combination of food items sufficient to be commonly known as a convenience food store; and (5) items requiring dispensation by or through a pharmacy or requiring dispensation by or through a registered or licensed pharmacist, provided that a pharmacy may be operated as an incidental part of a general merchandise store operating in premises containing at least 75,000 of gross leasable area in the Shopping Center. Landlord's covenant described above shall not apply to the leases for the department stores at the Shopping Center on the date hereof and described on Exhibit F hereto, as such leases have heretofore or are hereafter 111895.000005 4838-0906-1336.1 54 118 WORKING DRAFT 1.20.21 assigned, all of which leases permit general retail uses in the premises described therein after the expiration of certain operating covenants (the "Restrictive Covenant")." First Amendment Section 8 (dated 3/25/2002) "The Restrictive Covenant will not be applicable to the Costco Premises so long as it is occupied by Costco provided that Costco shall not be permitted to operate a conventional, non -warehouse type supermarket or a non -warehouse "super store" that includes an offering of products which constitute the equivalent of a full service supermarket." 16. KIDDIE ACADEMY (Lease dated September 9, 2016) Lease Section 29.3 "Landlord shall not enter into a lease for space in the Shopping Center which would penult the tenant to operate its premises for the primary purpose of an educational childcare facility, children's summer camp, after-school activity center, or child development facility (the "Exclusive Use"). The restriction hereinabove set forth in this paragraph shall be inapplicable (a) to any premises subject to a lease or occupancy agreement executed prior to the date of this Lease or any replacement of such lease or occupancy agreement, provided such replacement lease requires Landlord's approval in connection with a change of use, (b) to any tutoring centers operating under a lease covering premises of 4,000 square feet or less and such tenant's subtenants or assignees, (c) any tenant who offers childcare services as an incidental part of its use, or (d) to any tenant operating under a lease covering premises of 20,000 square feet or more, and such tenant's subtenants, assignees, licensees and concessionaires." Lease Section 29.31 " Landlord hereby agrees that it shall not enter into a lease for space within the area depicted on Exhibit "A" attached hereto (the "Restricted Area"), which would permit the operation of: (i) a nightclub, discotheque, or dance hall; (ii) an auction hall or establishment conducting or permitting any fire, auction, going -out -of -business or bankruptcy sale; (iii) a bar, tavern, or pub (which shall be defined as an establishment serving alcoholic beverages for on -premises consumption whose gross revenues from the sale of alcoholic beverages exceeds fifty percent (50%) of the total gross revenues of such business), provided, however, such restriction shall not apply to a restaurant that serves alcoholic beverages for on -premises consumption; (iv) a billiard parlor or pool hall (unless ancillary to another use); (v) a gambling or gaming establishment such as, without limitation, an off-track betting establishment, sport gambling, casino gambling or similar establishment; (vi) any business which would include the use of loud speakers, phonographs or other devices of similar nature in such a manner so as to be heard outside of the leased space, provided, however, such restriction shall not apply to a recreation center or gym; (vii) any use which includes the preparation, manufacture, or mixing of materials that emit an objectionable odor or noise, provided, however, such restriction shall not apply to a paint or hardware store; (viii) a funeral parlor or funeral home; (ix) a nail salon; (x) a dry-cleaning business, provided, however, such restriction shall not apply to a dry-cleaning business that uses non-toxic and non -smog forming materials/substances or operates as a drop-off and pick-up 111895.000005 4838-0906-1336.1 55 119 WORKING DRAFT 1.20.21 location with cleaning performed off-site; (xi) a liquor store; (xii) a business that buys or sells firearms; or (xiii) an automotive maintenance or repair facility (including muffler and/or tire shops). Landlord hereby agrees that it shall not enter into a lease for space within the Shopping Center which would permit the operation of: (a) an adult book store, which shall include any store that sells, offers for sale or permits the viewing of sexually explicit printed materials, photographs, audio or video tapes, films, or sexual or erotic products or devices not commonly found in national chain pharmacies, or provides or permits sexually oriented entertainment; (b) a so-called "head shop" or facility for the sale of marijuana and/or paraphernalia for use with illicit drugs; (c) a funeral parlor or funeral home; or (d) a business that buys or sells firearms." 17. MASSAGE ENVY (Lease dated 12/17/2013) Lease Section 21.24 "(1) Landlord shall not lease any retail space or office space in the Shopping Center (including any expansion thereof) to any future tenant whose primary business is massage therapy and/or muscle therapy (the "Exclusive Use"), and (2) Landlord shall not lease to, or permit the premises immediately adjacent to the Premises to be used by, any future tenant whose permitted use would create any type of noise, odor or vibration which would penetrate into Tenant's Premises materially enough, in Tenant's reasonable opinion, to disrupt the quiet enjoyment of Tenant's clientele ("Restricted Use"). Notwithstanding, Tenant's Exclusive Use and Restricted Use shall not apply to: (i) Any tenant with a lease that predates the date of Tenant's Lease, or its successors and/or assigns; nor (ii) Any premises in the Shopping Center consisting of eighteen thousand ( 18,000) or more square feet; provided, however, any space within such premises which is allocated for the primary purpose of massage therapy and/or muscle therapy shall not exceed 3,600 square feet of GLA; nor (iii) Any second floor office space leased to a medical office whose business, in whole or in part, includes medical massages." 18. MAURICES (12/6/2013) Lease Section 8.02 "Leasing Restrictions. Landlord agrees not to use, lease, sell or otherwise permit any space in the Shopping Center to be used, in whole or in part, for any use prohibited under Part B of Exhibit E. [TO BE INSERTED] Landlord agrees that no portion of the Shopping Center within one hundred (100) feet of Tenant's storefront entrance shall be used in such a manner as to create excessive noise, litter or odor, or in a manner that" creates a nuisance, or otherwise be used for any purpose that would detract from Tenant's business operations as a retail tenant or that is otherwise not in keeping with a first-class shopping center. In addition, Landlord shall not locate or permit to be located any health spa, fitness center, workout center, restaurant, nail salon, pet shop/groomer/kennel/boarding facility, massage parlor, liquor store, learning center or smoke shop immediately adjacent to the Premises. In no event shall any first -floor portion of the Shopping Center within one 111895.000005 4838-0906-1336.1 56 120 WORKING DRAFT 1.20.21 hundred (1 00) feet of the Premises be used for office or non -retail purposes (other than office space incidental to retail use)." 19. MCALISTER'S DELI (Lease dated 3/31/2017) Lease Section 29.32 "Landlord shall not enter into a lease for space in the Shopping Center, which would permit the tenant to operate its premises (i) for the primary purpose of the offering of deli -style sandwiches, or (ii) as a "Zoup!" restaurant. For the purpose of this section, "primary purpose" shall mean twenty-five percent (25%) or more of gross sales from the sale of deli -style sandwiches. The restriction hereinabove set forth in this paragraph shall be inapplicable (a) to any premises subject to a lease or occupancy agreement executed prior to the date of this Lease or any renewals or extensions thereof ("Existing Leases"), (b) to any successor, assignee or replacement tenant using or occupying the premises under any Existing Leases, (c) to any future tenant or occupant using or occupying premises of ten thousand (10,000) square feet or more in the Shopping Center, and such tenant's subtenants, assignees, licensees and concessionaires, (d) to any future tenant or occupant who primarily serves breakfast, (e) to any future tenant or occupant who primarily serves hamburgers, (f) to a Portillo's restaurant or restaurant whose primary sandwiches are cheesesteaks, sausage and peppers or hot dogs, (g) to any restaurant not located on any of the Outlots, (h) to any sit-down restaurant (defined as a full-service restaurant where patrons are waited on at their dining table by waitstaff), (i) to any restaurant deriving five percent (5%) or more of its gross sales from the sale of alcohol, 0) to any restaurant primarily offering the following cuisines: Asian, Indian, Greek, Italian, and Mexican, or (k) in the event Tenant assigns this Lease..." 20. MENCHIES (Lease dated October 4, 2011) Lease Section 21.24 "Landlord agrees that it shall not lease space in the Shopping Center to any future tenant whose Primary Use (hereinafter defined) is the sale of either self -serve soft frozen yogurt or self -serve soft frozen ice cream ("Exclusive Use"). As used herein the "Primary Use" shall mean that such tenant either (I) operates more than two (2) self - serve soft yogurt machines or self -serve soft ice cream machines or (2) offers more than two (2) flavors of self -serve soft yogurt or self -serve soft ice cream. Notwithstanding, Tenant's Exclusive Use shall not apply to: (i) any tenant in the Shopping Center with a lease that predates the date of Tenant's Lease provided that as of the date of Tenant's Lease, such existing tenant's lease does not restrict such tenant from operating for the Exclusive Use; nor (ii) any restaurant premises located within the Shopping Center that may sell soft frozen yogurt and/or soft frozen ice cream as part of its dessert menu; nor (iii) any ice cream shop that sells ice cream as its primary purpose, provided such ice cream is not frozen soft self -serve ice cream; nor (iv) any yogurt store that sells yogurt as its primary purpose, provided such yogurt is not self -serve; nor (v) any tenant within the Shopping Center whose operation for the Exclusive Use is not a Primary Use; nor (vi) any premises in the Shopping Center consisting of ten thousand (10,000) or more square feet." 111895.000005 4838-0906-1336.1 57 121 WORKING DRAFT 1.20.21 21. MICHAELS (Lease dated 4/28/2017) Lease Section 16.4.1 "No portion of the Shopping Center (other than the Premises) or any property contiguous to the Shopping Center (including, without limitation, any property that would be contiguous or adjacent to the Shopping Center but for any intervening road, street, alley or highway) owned or controlled now or at any time hereafter by Landlord or any affiliate of Landlord, shall be occupied or used, directly or indirectly, for the purpose of conducting a "craft store", store selling arts and crafts, art supplies, craft supplies, picture frames or picture framing services, framed art, artificial flowers and/or plants, artificial floral and/or plant arrangements, holiday themed decor and/or decorations, wedding goods (except apparel), party goods, scrapbooking/memory book store, or a store selling scrapbooking/memory book supplies, accessories, and/or decorations or other paper crafting (e.g. making greeting cards, gift bags, tags, and other related or similar items) supplies, accessories and/or decorations associated with the foregoing, or providing classes on any of the foregoing or any combination of the foregoing categories, or any store similar to Tenant in operation or merchandising. This Section 16.4.1 shall not apply to any lessee for which the sale of a product or service covered by the exclusive granted to Tenant hereunder is merely incidental to such lessee's primary use, unless the total space which such lessee devotes to the products or services which violate the exclusive contained in this Section 16.4.1 exceeds the lesser of (I) one thousand five hundred (1,500) Leasable Square Feet, or (11) ten percent (10%) of such lessee's sales area (inclusive of allocable aisle space and linear shelf space); provided, however this subpart shall not apply to the rendering of picture framing services, it being the intention that no other lessee or occupant (except for those listed on Exhibit I) shall be permitted to offer said services not even on an incidental basis." This Section 16.4.1 shall not prohibit the operation of one (1) typical "party store" (such as, by way of example and not limitation, Party City, Party Warehouse, Party Depot or Factory Card and Party Outlet). This Section 16.4.1 shall also not apply to the following: (a) any occupant of the Shopping Center occupying more than seventy five thousand (75,000) Leasable Square Feet; provided, that such occupant does not operate primarily as an arts and crafts store and further provided such occupant does not provide custom picture framing services; (b) a supermarket, as typically operated as of the Effective Date of this Lease; (c) a traditional drug store (such as CVS or Rite Aid), as typically operated as of the Effective Date of this Lease; (d) a typical bridal store (such as David's Bridal), as typically operated as of the Effective Date of this Lease; or (e) a typical Hallmark or Hallmark Gold Crown store, as such stores are typically operated as of the Effective Date of this Lease." Lease Section 16.5 "No portion of the Shopping Center shall be occupied or used, directly or indirectly, for any of the prohibited uses set forth on Exhibit J to this Lease (the "Prohibited Uses"). [TO BE INSERTED] 111895.000005 4838-0906-1336.1 58 122 WORKING DRAFT 1.20.21 22. MOD PIZZA (Lease dated 6/4/18) Lease Section 29.32 "Landlord shall not enter into a lease or other agreement or otherwise permit the operation of space in the Shopping Center which would permit the tenant to operate its premises for the purpose of (i) a restaurant serving customized pizzas with an assembly line customization concept and baking in less than 5 minutes (including, by way of example, but not limited to, Blaze Pizza, Pie Five Pizza and Pieology), or (ii) a sit- down pizza restaurant (including, by way of example, Home Run, Lou Malnati's and Giordano's), provided, however, the foregoing restriction set forth in (ii) above shall apply only to the buildings located within the "Exclusive Area" as indicated on the site plan annexed hereto as Exhibit A, while the restriction in (i) shall apply to the entirety of the Shopping Center; provided, however, should Landlord or an affiliated entity of Landlord not own the adjacent outparcel, which is not part of the Shopping Center (as shown on Exhibit A), the foregoing exclusive restrictions shall no longer include any buildings located within said outparcel. The restriction hereinabove set forth in this paragraph shall be inapplicable (a) to any premises subject to a lease or occupancy agreement executed prior to the date of this Lease or any renewals or extensions thereof ("Existing Leases") (provided, however, that, to the extent Landlord has such consent rights, Landlord shall not consent to a change of any tenant's use which would violate Tenant's exclusive use set forth herein), (b) any successor or assignee of a tenant using or occupying the premises under any Existing Leases (provided, however, that, to the extent Landlord has such consent rights, Landlord shall not consent to a change of any tenant's use which would violate Tenant's exclusive use set forth herein), or (c) to any future tenant or occupant using or occupying premises which do not exceed two thousand (2,000) square feet operating as a counter-service/carry-out pizza restaurant (including, by way of example Domino's, Pizza Hut, Papa John's, and Little Caesar's and small -format, carry -out versions of the sit-down restaurants mentioned in item (ii) above." 23. NAF NAF (Lease dated 10/14/2013) Lease Section 21.24. "Landlord agrees that it shall not lease space in the Shopping Center after the Effective Date of this Lease to any future tenant for the primary purpose of a fast casual Mediterranean restaurant with primary menu items of falafel and shawarma, or either one of the foregoing itenI s'(the "Exclusive Use"). Falafel and shawarma are hereinafter referred to as "Exclusive Use Items". Notwithstanding, Tenant's Exclusive Use shall not apply to: (i) Any tenant with a lease that predates the date of Tenant's Lease, its successors and/or assignees, provided however, Landlord shall not permit or agree to the change of a permitted use by any such tenant or its successors and/or assigns to a use which violates Tenant's Exclusive Use if Landlord has the right, by virtue of the provisions of the existing lease, to withhold such permission or agreement; nor (ii) Any tenant that does not operate for the primary purpose of the Exclusive Use (i.e.. a tenant deriving fifteen percent ( 15%) or less of its annual gross sales from sales of Exclusive Use Items); nor 111895.000005 4838-0906-1336.1 59 123 WORKING DRAFT 1.20.21 (iii) Full service restaurants that take customers' orders at their table and deliver food to their table; nor (iv) Any premises in the Shopping Center consisting of ten thousand (10,000) or more square feet. 24. NOTHING BUNDT CAKES Lease Section 21.24 "Landlord agrees not to lease space in the Shopping Center to another bakery whose primary business is the sale of Bundt Cakes and cupcakes ("Exclusive Use"). Notwithstanding, Tenant's Exclusive Use shall not apply to: (i) any tenant of the Shopping Center with a lease that predates the date of Tenant's Lease, its successors and/or assignees, provided however, Landlord shall not permit or agree to the change of a permitted use by any such tenant or its successors and/or assigns to a use which violates Tenant's Exclusive Use if Landlord has the right, by virtue of the provisions of the existing lease, to withhold such permission or agreement; nor (ii) any premises in the Shopping Center consisting of ten thousand (10,000) or more square feet; nor (iii) any tenant that does not operate primarily for the purpose of the Exclusive Use (i.e., (i) a tenant deriving twenty-five percent (25%) or less of its annual Gross Sales from the sale of Exclusive Use items or (ii) a tenant operating primarily as a restaurant with a varied menu of sandwiches and/or salads and/or desserts (such as Panera), or (iii) a tenant operating primarily as a coffee shop (such as a Starbucks). With respect to (ii) and (iii) in the preceding sentence, the percentage of Gross Sales limitation does not apply." 25. OLD NAVY Lease Section 13.3 "(A) Landlord covenants that no portion of the retail space within the Shopping Center as identified on Exhibit A-4 (the "Prohibited Use Area") shall be used for any of the following purposes (collectively, the "Prohibited Uses"), except with respect to existing tenants or occupants who have executed leases with Landlord prior to the date of this Lease if and to the extent such leases do not prohibit any of the following Prohibited Uses: a bowling alley; a video or amusement arcade (other than as an incidental use); the sale of alcoholic beverages within five hundred (500) feet of the Premises (other than alcoholic beverages served in a restaurant for on -premises consumption or other than within the hotel shown on Exhibit A-3); a movie theatre; a fitness center, gymnasium, aerobics studio or weightlifting center within five hundred (500) feet of the front entrance of Premises other than a fitness center in the hotel for use of guests of the hotel; the sale of automotive parts including tires (other than as an incidental use) or automotive services including repair services, but this restriction shall not apply to the premises presently occupied by Costco (including Costco's gasoline station) as shown on Exhibit A-1; the sale, rental or display of materials that are pornographic in nature (except as such materials may be legally permitted to be displayed in national bookstores or national video rental stores such as Borders or Blockbuster, or national theater operators such as AMC); any unusual fire, explosive or dangerous hazards (including the storage, display or sale of explosives or fireworks other than "sparklers"); a restaurant immediately adjacent to the Premises; a carnival or amusement park; the sale of Christmas trees or pumpkins within the Protected Area designated on Exhibit A-1 except this restriction shall not apply to the premises and 111895.000005 4838-0906-1336.1 60 124 WORKING DRAFT 1.20.21 parking areas presently demised to Home Depot; an assembling, manufacturing, distilling, refining, smelting, industrial, agricultural, drilling or mining operation; storage (other than as an incidental use); a commercial laundry or dry cleaning plant (but a drop-off facility shall not be prohibited); a Laundromat; a veterinarian or veterinary hospital (other than as an incidental use); a mortuary or funeral establishment; the sale of coffins or caskets; a pawn shop; a flea market; a shooting gallery; any use that permits a pest infestation without prompt action to eliminate the infestation; any use that permits music or sounds to be heard outside of the premises when all doors are closed (except for restaurant tenants or occupants of the Main Street Portion of the Shopping Center and except for the hotel shown on Exhibit A-3); any use that permits noxious odors to be smelled outside of the premises; any use that permits vibrations to be felt outside of the premises; any currency exchange establishments; any dollar store type concepts similar to Dollar Tree, 99 Cents Store and Dollar General; and any convenience type stores similar to 7-11 . Subject to the provisions below, Landlord shall immediately lake all prudent actions to ensure that such uses are prohibited, including, without limitation, listing such prohibitions in the leases and occupancy agreements with all tenants of the Shopping Center whose lease was signed after the date of this Lease and taking prompt legal action as necessary or prudent to enforce such prohibitions. If Landlord fails to take such actions within one (1) month after receipt of notice from Tenant, Tenant shall have the right to take such actions on behalf of, and at the cost and expense of, Landlord. Tenant covenants that no portion of the Premises shall be used for any of the purposes described in this Section 13.3 except for those purposes that are prohibited in certain proximity to the Premises under this Section 13.3 or otherwise permitted in certain areas of the Shopping Center under this Section 13.3. Notwithstanding the foregoing, during the Operating Requirements Period only (as defined in Section 14.3 below), up to fifteen percent (15%) of the rentable square footage designated as the "Small Shop GLA" on the attached Exhibit A-4 may be used or occupied for the following uses without such uses causing Landlord to be in violation of this Section 13.3(A): (i) the sale of automotive parts, (ii) currency exchange establishment, (iii) Laundromat, (iv) dollar store concept similar to Dollar Tree, 99 Cents Store and Dollar General, or (iv) convenience type store similar to 7-11 (collectively, the "Permitted Prohibited Uses"), provided that such uses are otherwise lawful uses conducted in accordance with all Legal Requirements. (B) In addition, Landlord covenants that, during the Term, no portion of the Shopping Center shall be used for any of the prohibited uses contained in a lease or operating agreement for another tenant or occupant of the Shopping Center, which prohibited uses are set forth verbatim on Exhibit G for so long as such lease or operating agreement containing such prohibited use is in effect. Tenant covenants that Tenant shall be bound by each prohibited use set forth on Exhibit G to the extent it applies to the Premises until the date on which the lease or operating agreement containing the prohibited use expires, is terminated or modified to remove such prohibited use." 26. ORANGE THEORY (Lease dated 6/26/2014) Lease Section 21.24 "Landlord agrees that it shall not enter into a lease agreement with any other future tenant in the Shopping Center whereby such tenant shall be permitted to operate an indoor/outdoor boot camp style fitness facility or instructional personal or group 111895.000005 4838-0906-1336.1 61 125 WORKING DRAFT 1.20.21 fitness studio as its primary use (the "Exclusive Use"). Notwithstanding, Tenant's Exclusive Use is not intended to prohibit any existing or future tenant from using its premises for the following uses: yoga, martial arts, bar fitness, dance studio or as a children's fitness center, provided they do not offer or engage in five zone heart rate monitored training, and Tenant's exclusive Use shall not apply to: (i) any tenant with a lease that predates the date of Tenant's Lease; nor (ii) any tenant that does not operate primarily for the purpose of the Exclusive Use; nor (iii) any tenant occupying over 10,000 square feet of GLA 27. OUTBACK (lease dated 5/12/2014) Lease Section 4.2(B) "Landlord covenants and agrees that it will not operate or permit any other tenant or occupant to operate any of the following within the "Protected Area" shown on Exhibit A-2 attached hereto, other than as currently existing in the Shopping Center: (i) intentionally omitted; (ii) school or other place of instruction; (iii) bowling alley or skating rink; (iv) book store in excess of25,000 square feet; (v) intentionally omitted; (vi) pool hall; (vii) video store; (viii) intentionally omitted; (ix) game room, arcade or other establishment featuring simulator, video, virtual reality, or other games; (x) health club or gym, martial arts, yoga, aerobics or fitness studio, provided that this does not prohibit a physical therapy facility under 2,000 square feet where patrons exercise under the supervision of licensed physical therapists, or a health and fitness facility under 2,000 square feet that features supervised exercise and weight loss or weight management services as its primary business, provided that neither may have group classes or sessions of any kind after 5:00p.m.; (xi) medical clinic; (xii) governmental offices providing on-site services to the general public; or (xiii) church, mosque, synagogue or other place of worship; (xiv) night clubs, dance clubs and other similar establishments (including, but not limited to, those catering to teenagers), even where no alcoholic beverages are sold. Notwithstanding anything set forth in this Lease to the contrary, that portion of the Protected Area which is included in the Costco Restricted Parking Area depicted on Exhibit A attached hereto shall only be subject to the following prohibited uses: an illicit massage parlor, adult bookstore or X-rated movie theater or X-rated video rental store; any non -retail use; entertainment or sports facility, such as a bar, cinema, theater, nightclub, bowling alley, skating rink, amusement gallery or park, carnival, arcade, video game room, amusement center, pool or billiard hall, banquet facility, "disco" or other dance hall, health club, racquet club or gymnasium; school, meeting hall, auditorium or like place of public assembly; any manufacturing, factory or non -retailing warehouse use; processing or rendering plant; an establishment whose principal use is selling cars or other motor driven vehicles, auto parts, trailers, boats or mobile homes; flea market; off-track betting facility; library or reading room; or funeral parlor; provided, however, the operation of the Costco Restricted Parking Area in a manner consistent with the operation of a maiority of stores operated by Costco Wholesale Corporation or its permitted assignee in the Chicago metropolitan area as of the date of Costco' s existing lease with Landlord shall not be deemed in violation of any of the foregoing prohibited uses, even if such operations may include one or more of the uses set forth therein." Lease Section 4.2(c) 111895.000005 4838-0906-1336.1 62 126 WORKING DRAFT 1.20.21 "Landlord covenants and agrees that it will not operate or permit any other tenant or occupant to operate any of the following in any portion of the Shopping Center: (i) an adult entertainment facility, including, but not limited to, an adult bookstore, adult video store, nude or semi-nude entertainment facility, massage parlor, strip show, establishment for the sale, rental, display, viewing or exhibition of pornographic or "adult only" materials (including, without limitation, magazines, books, movies, videos and photographs) or any establishment for the sale of items or paraphernalia that are intended to be or commonly are utilized in connection with the use of illegal drugs, provided that this item does not prohibit the sale or rental of "adult" videos or books in connection with a full line national video or book store or the operation of a business providing bona fide massage therapy; (ii) a telemarketing or similar operation in any first floor retail premises, (iii) off-track betting, bingo or other gaming (on-site or via internet or other electronic access) establishment; (iv) a flea market or second hand store (but high end antiques shops or national retailers such as Play It Again Sports are not prohibited); (v) any use which is a public or private nuisance which produces obnoxious odors (excluding typical restaurant odors), any use which produces an excessive quantity of dust, dirt, or fly ash, any use which produces tire, explosion or other damaging or dangerous hazard, including the storage, display or sale of explosives or fireworks, any use which produces noxious, toxic, caustic or corrosive fuel or gas, any industrial, distillation, refining, smelting, recycling, agriculture, manufacturing, assembling, drilling, mining or subsurface operations; (vi) any mobile home or trailer court, junk yard, stock yard or animal raising operation; provided that this item shall not prohibit pet shops or veterinary offices located at least 150 feet from the Premises; (vii) any place of gathering for temporary or day labor (other than a temporary employment agency in second or third floor office spaces); (viii) any convenience market that sells beer or wine located within the protected area depicted on Exhibit A-2 attached hereto (the "Protected Area"), excluding the Costco Restricted Parking Area; (ix) any collection, dumping or storage of garbage, junk, recyclable materials or refuse, other than that produced in connection with the businesses being operated within, or the operation of, the Shopping Center and disposed of in enclosed receptacles intended for such purpose; (x) any use that might impact or restrict, or result in the revocation of Tenant's license to sell alcoholic beverages; or (xi) any cemetery, crematorium, mausoleum, mortuary, or funeral parlor." Lease Amendment #3 - Section 4.2(d) "Landlord covenants and agrees as follows (collectively, the "Tenant Exclusive"): (a) it will not operate or permit any other tenant or occupant to operate any of the following in any portion of the Shopping Center: a full-service "steakhouse" and (b) no full- service "steakhouse" shall be located upon any of the Shopping Center outparcels (as same are shown on the Site Plan of Shopping Center) (the "Restricted Outparcels"). As used herein, a "steakhouse" shall mean any restaurant (i) with the word "steak" or "prime rib," or any other words that give a connotation of a steakhouse theme or atmosphere in its name, or (ii) where steak or prime rib is regularly specified in its advertising or marketing efforts, or (iii) where steak or prime rib collectively constitute twenty percent (20%) or more of its entree items or twenty percent (20%) or more of its entree sales computed on a dollar basis." 111895.000005 4838-0906-1336.1 63 127 WORKING DRAFT 1.20.21 28. PANERA (Leased dated 2/10/12) Lease Section 4.2 "Landlord shall not enter into any lease for space within the Shopping Center, including any outparcels which Landlord owns or controls within the Shopping Center, but excluding the "Main Street" portion of the Shopping Center as shown on Exhibit A attached hereto (buildings A, B, C, D, E, F, G and H), to any tenant that operates as a primary part of their business a bakery -cafe, bagel bakery, sandwich shop and/or a soup and salad type/styled restaurant ("Exclusive Use"). By way of example and for clarification purposes, the foregoing Exclusive Use shall include within limitation businesses known as Atlanta Bread, La Madeline, Cosi, The Corner Bakery, Bruegger's Bagels, Quizno's, Schlotsky's, Potbelly Sandwich Works, Jason's Deli, McAllister's Deli, Tropical Smoothie Cafe, Fresh Choice, and any other local, regional or national operations of similar use. Tenant shall also have the exclusive right to sell food products for on Premises consumption within Building M. Landlord shall not lease space to a gym or health club within three hundred (300') linear feet of the main entrance of the Premises. 29. PETSMART (Lease dated 1/27/2010) Lease Section 31 "A. Landlord and Tenant covenant and agree that none of the uses set forth in Exhibit H (the "SC Prohibited Uses") shall be conducted within the Shopping Center, including the Premises and the premises adjacent to Tenant's Building (which shall also include the "expansion area" as shown on Exhibit A, if constructed) (the "Adjacent Premises"). From and after the date of this Lease and throughout the Term of this Lease, and any extensions thereof, Landlord and Tenant covenant and agree that none of the uses set forth in this Article 31 ('Tenant's Prohibited Uses") shall be conducted within the Adjacent Premises, subject to the qualifications and exceptions set forth herein: no restaurant, health club, day spa, game arcade, office (except an office as an adjunct to a retail business) or school (other than in conjunction with pet training and obedience training classes offered by Tenant) of any size or nature shall be located in the Adjacent Premises (provided that the Chase Bank office building which is shown on Exhibit A and is not part of Shopping Center is not deemed to be "adjacent") or within three hundred (300) feet of Tenant's Building, excluding the existing "Steak & Shake" restaurant building as shown on Exhibit A. In addition, the following uses must first be approved in writing by Tenant if located in the Adjacent Premises or on the parcel marked "Steak & Shake": health club, children's recreational (e.g. play care or Gymboree, but not including a "Chuck E Cheese", which is not considered "children's recreational", but is subject to the restaurant limitation set forth above), educational (except that a Sylvan Learning Center or similar type of school shall be permitted if located at least 300 feet from the Premises), or day- care facility; offices, other than typical retail office uses (provided that in no event shall a medical clinic or medical office of any kind be permitted). As used herein, "school" includes, but is not limited to, a beauty school, barber college, reading room, place of instruction or any other operation serving primarily students or trainees rather than retail customers. As used 111895.000005 4838-0906-1336.1 64 128 WORKING DRAFT 1.20.21 herein, "retail office uses" means and includes branch banks, insurance agencies, travel agencies, stockbrokers or other uses which are of a type normally located in high quality retail Shopping Centers in the metropolitan area in which the Premises is located. B. Tenant shall have the exclusive right in the Shopping Center to conduct any portion of Tenant's Primary Business described in clauses (i), (ii) and (iii) of Tenant's Primary Business set forth in Paragraph C of the Fundamental Lease Provisions ("Tenant's Exclusive"). Tenant's Exclusive shall not apply to a full -line grocery store occupying at least forty thousand (40,000) square feet of Gross Floor Area or any retailer occupying in excess of sixty-five thousand (65,000) square feet of Gross Floor Area provided such retailer is not a direct competitor of Tenant (i.e., such retailer does not (i) primarily sell pets, pet food and/or pet products and accessories; or (ii) provide pet services of any kind including but not limited to veterinary services, grooming, obedience training, pet day care and/or boarding). Tenant's Exclusive shall not apply to any tenant or occupant listed on Exhibit J whose rights as of the date of this Lease are not subject to Tenant's Exclusive. All other tenants or other occupants of any portion of the Shopping Center (excluding any occupancy agreements in effect as of the date of this Lease, except to the extent Landlord has the right to object to or restrict a change in use) shall be prohibited from engaging in any portion of Tenant's Primary Business described in clauses (i), (ii) and (iii) of Paragraph C of the Fundamental Lease Provisions, except on a basis that is incidental to an otherwise permitted use. For purposes of this Paragraph, the term "incidental" shall mean that the use occupies the lesser of (x) five hundred (500) square feet of Gross Floor Area (one thousand ( 1 ,000) square feet of Gross Floor Area in the case of a grocery store occupying less than forty thousand ( 40,000) square feet of Gross Floor Area but more than fifteen thousand (15,000) square feet of Gross Floor Area); or (y) five percent (5%) of the sales area in the subject premises. The existing exclusive rights granted to tenants in existing leases are set forth in full in Exhibit 1 and Tenant hereby agrees to be bound by each such exclusive." 30. PHENIX SALON SUITES (Lease dated 10/21/2011) Sectinn 9.1 9.4 "(a) Landlord agrees that Landlord shall not (1) lease space within the Shopping Center to any future tenant, or (2) allow space to be assigned or subleased (to the extent Landlord has the right to approve or allow such assignment or subleasing) in the Shopping Center, or (3) agree to a change in the Permitted Use of another tenant (to the extent Landlord has the right to disapprove or disallow such a change of Permitted Use) , whose principal Permitted Use is as a suites salon renting suites to operators offering the services set forth in Section 1.01 (B) (the "Exclusive Use"). (b) Notwithstanding, Tenant's Exclusive Use shall not apply to (i) Any "Major Tenant Spaces" regardless of the identity of the tenant occupying the Major Tenant Space from time to time and regardless of how those spaces are reconfigured in the future, which "Major Tenant Spaces" are defined as those spaces as presently configured and presently occupied by Home Depot, Jewel Osco, Costco, Carson Pirie Scott, Bed Bath & Beyond, Sports Authority, AMC Theatre, and the now vacant former Borders space, and the spaces to be occupied by TJ Maxx, PetSmart, and 111895.000005 4838-0906-1336.1 65 129 WORKING DRAFT 1.20.21 World Market once built, but to the extent that Landlord recovers any Major Tenant Spaces (or any portion of any Major Tenant Spaces) and reconfigures those spaces for smaller tenants instead of for a. Major Tenant or Major Tenants occupying at least 18,000 square feet, then the Exclusive Use would apply to those smaller spaces reconfigured by Landlord; nor (ii) Any tenant that does not operate primarily for the purpose of the Exclusive Use (e.g., a tanning salon or a manicure/pedicure salon or a tenant that leases suites for office services and not for salon services or a tenant that operates a full services salon and in conjunction." 31. PLAYROOM CAFE (Lease dated 9/28/2017) Section 29.29 Landlord shall not enter into a lease for space in the Shopping Center which would permit the tenant to operate its premises for the primary purpose of an indoor playground (featuring equipment such as climbing toys and slides) that exclusively caters to children ages 1-12 years and generates the majority of its revenue from charging an admission fee for open play on the playground, such as Yu Kids Island in Schaumburg, Kids Art Cafe in Schaumburg and Adventure Play in Mt. Prospect. The restriction hereinabove set forth in this paragraph shall be inapplicable (a) to any premises subject to a lease or occupancy agreement executed prior to the date of this Lease or any renewals or extensions thereof ("Existing Leases"), (b) any successor, assignee or replacement tenant using or occupying the premises under any Existing Leases, ( c) to any future tenant or occupant using or occupying premises of ten thousand (10,000) square feet or more in the Shopping Center, and such tenant's subtenants, assignees, licensees and concessionaires, (d) to a children's entertainment facility that features electronic games, such as Chuck E. Cheese, or any other children's entertainment use that is not primarily a playground for young children, including but not limited to a trampoline park, laser tag facility, indoor swimming facility, rock climbing gym or obstacle course also catering to children older than 12 years (such as Chicago Ninja Academy in Carol Stream), or (e) in the event Tenant assigns this Lease. 32. SPORTS CLIPS (Lease Dated 2/22/2011) Section 21.24 (a) Landlord agrees that Landlord shall not (1) lease space within the Shopping Center to any future tenant, or (2) allow space to be assigned or subleased (to the extent Landlord has the right to approve or allow such assignment or subleasing) in the Shopping Center, or (3) agree to a change in the Permitted Use of another tenant (to the extent Landlord has the right to disapprove or disallow such a change of Permitted Use) , whose principal Permitted Use is as a suites salon renting suites to operators offering the services set forth in Section 1.01 (B) (the "Exclusive Use"). (b) Notwithstanding, Tenant's Exclusive Use shall not apply to the following: 111895.000005 4838-0906-1336.1 66 130 WORKING DRAFT 1.20.21 (i) Any "Major Tenant Spaces" regardless of the identity of the tenant occupying the Major Tenant Space from time to time and regardless of how those spaces are reconfigured in the future, which "Major Tenant Spaces" are defined as those spaces as presently configured and presently occupied by Home Depot, Jewel Osco, Costco, Carson Pirie Scott, Bed Bath & Beyond, Sports Authority, AMC Theatre, and the now vacant former Borders space, and the spaces to be occupied by TJ Maxx, PetSmart, and World Market once built, but to the extent that Landlord recovers any Major Tenant Spaces (or any portion of any Major Tenant Spaces) and reconfigures those spaces for smaller tenants instead of for a Major Tenant or Major Tenants occupying at least 18,000 square feet, then the Exclusive Use would apply to those smaller spaces reconfigured by Landlord; nor (iii) Any tenant that does not operate primarily for the purpose of the Exclusive Use (e.g., a tanning salon or a manicure/pedicure salon or a tenant that leases suites for office services and not for salon services or a tenant that operates a full services salon and in conjunction. 33. TIDE DRY CLEANERS (Lease dated 4/10/2017) Lease Section 29.30 Landlord shall not enter into a lease for space in the Shopping Center which would permit the tenant to operate its premises for the primary purpose of a dry cleaner. The restriction hereinabove set forth in this paragraph shall be inapplicable (a) to any premises subject to a lease or occupancy agreement executed prior to the date of this Lease or any replacement of such lease or occupancy agreement, or (b) to any tenant operating under a lease covering premises of 10,000 square feet or more, and such tenant's subtenants, assignees, licensees and concessionaires. 34. TJ MAXI Schednle R - 4 (A) Landlord agrees that the portion of the Shopping Center within the areas labelled Strip Area, Carson Pirie Scott and Costco on the Lease Plan shall not be used (a) for any nonretail purposes (repairs, alterations and offices incidental to retailing, and banks and small loan offices, not being deemed non -retail), or (b) for any entertainment purposes such as a bowling alley, skating rink, cinema, bar (except that any bar incidental to a restaurant not otherwise prohibited hereunder that derives less than fifty percent (50%) of its gross sales from sales of beer, wine and other alcoholic beverages shall be permitted), nightclub, discotheque, amusement gallery, poolroom, health club (except that one (1) health club containing not more than twenty thousand (20,000) square feet of GLA that is not less than two hundred (200) feet away from the nearest demising wall of the Demised Premises shall be permitted), massage parlor (except that (i) massage incidental to a health club not otherwise prohibited hereunder, and (ii) therapeutic massage business such as a "Massage Envy" shall be permitted), sporting event, sports or game facility, off-track betting club. Notwithstanding the foregoing, the following spaces may be used for office purposes or service uses typically found in first class shopping centers: (i) the second level and basement level of the building labelled Carson Pirie Scott on the Lease Plan and (ii) 22,722 square feet of the building labelled Costco (provided that the foregoing shall in no event revise the Inducement 111895.000005 4838-0906-1336.1 67 131 WORKING DRAFT 1.20.21 Store requirements contained in Sections 4.3 and 4. 7 and Schedule G of this lease). Landlord agrees that no portion of the Shopping Center shall be used (x) for any establishment which sells or displays pornographic materials (except that incidental sale or display of adult materials in not more than ten percent (10%) of a book or video store that is part of a national or regional book or video store chain similar in quality to a Barnes & Noble shall be permitted) or (y) for any establishment which sells or displays used merchandise or second hand goods such as, but not limited to Salvation Army or Goodwill, except that stores similar in quality to a "Play it Again Sports" shall be permitted. No restaurants or establishments selling food prepared on premises for consumption on or off premises shall be located within two hundred (200) feet of the Demised Premises. (Collectively the uses described herein are referred to as the "Prohibited Uses"). The provisions of this Paragraph 4(A) shall not apply to the tenants (or their subtenants or assignees with respect to which Landlord's consent is not required) existing in the Shopping Center as of the date hereof listed on Schedule M attached hereto; (b) one shoe store such as but not limited to DSW containing more than 7,500 square feet but Jess than fifteen thousand (15,000) square feet of floor area in the Shopping Center; or (c) the operation of a full -line sporting goods store such as Sports Authority or Dick's Sporting Goods; (e) a general merchandise department store occupying more than sixty thousand (60,000) square feet with operations similar to those currently operated by Kohl's, Walmart or J.C. Penney (but such shall not include Off -Price store operations such as Steimmart, Nordstrom Rack, Burlington Coat Factory or Ross, which stores are restricted by this Paragraph 4(B) regardless of the foregoing exception), or (f) operation of a warehouse club occupying more than 100,000 square feet with operations similar to those currently operated by Costco or Sam's Club. 35. T -MOBILE (Lease Dated 6/11/2009) Lease Section 5.6 5.6 Shopping Center Prohibited Uses Landlord shall not allow any use within the Shopping Center set forth on Exhibit H as a Shopping Center Prohibited Use. 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Un - 111 O Am� -A E -a' I P I LU (Lnu LLJ cc LU M, LU NE' "4m N.- ---- c - woo ----------- N -- % ------ ----------- - - ----- -------- ----- - ------- -- - ------------- MAYOR Paul Wm. Hoefert TRUSTEES Agostino S. Filippone Terri Gens John J. Matuszak Peggy Pissarreck Richard F. Rogers Colleen E. Saccotelli Village of Mount Prospect 50 S. Emerson Street, Mount Prospect, Illinois 60056 MINUTES ECONOMIC DEVELOPMENT COMMISSION Village Hall — 50 S. Emerson Street Thursday, October 28, 2021 8:00 a.m. VILLAGE MANAGER Michael J. Cassady VILLAGE CLERK Karen Agoranos Phone: 847/392-6000 Fax: 847/392-6022 www.mountprospect.org The meeting of the Economic Development Commission (EDC) of the Village of Mount Prospect was held on Thursday, September 23rd in the third floor Executive Conference Room in the Village Hall, 50 South Emerson Street, Mount Prospect, Illinois. CALL TO ORDER Jim Drew called the meeting to order at 8:00 a.m. Commissioners John Healy, Dan Novak, Jim Peterson and David Roe were present. Also present were Bill Cooney, Director of Community Development, and Senior Development Planner Connor Harmon. APPROVAL OF MINUTES The minutes of September 23, 2021 meeting were reviewed and approved unanimously. CITIZENS TO BE HEARD No comments. OLD BUSINESS Development Update Mr. Cooney provided a brief update on various developments throughout the Village. NEW BUSINESS Randhurst Village Subdivision Mr. Cooney introduced Chris Ressa, Jack Rosencrans and Andrew Scott from DLC. Mr. Cooney stated that they were attending the meeting to provide an overview of why they are seeking the proposed subdivision and to answer any questions that the Commission may have on that request. 139 Village of Mount Prospect I Page 2 Mr. Ressa stated that DLC was pursuing the subdivision to provide them with flexibility moving forward with their efforts at revitalizing the center. He stated that if approved, DLC would likely sell off some of the properties to raise capital to pay down existing debt on the center. They would then likely refinance their current debt at a lower rate and use those funds to reinvest in the center. The commissioners had several questions related to the short and long term impacts that the subdivision may have on the center. In addition, the commissioners asked what DLC's plan was for investing in the center if the subdivision were approved. DLC advised that the primary focus was on re -tenanting the former Carson's space and the Main Street vacancies. After a lengthy discussion, the commission voted 5-0 to recommend that the Village Board approve the Randhurst Village subdivision as presented. OTHER BUSINESS There was no other business to discuss. ADJOURNMENT The meeting was adjourned at 9:00 a.m. Respectfully submitted, William J. Cooney Director of Community Development 140 • ORDINANCE NO. 5705 0 AN ORDINANCE GRANTING A CONDITIONAL USE PERMIT, CERTAIN VARIATIONS AND A SPECIAL USE FOR SIGNAGE FOR PROPERTY LOCATED AT 999 NORTH ELMHURST ffQ6D.RANDHURST MOUNT PROSPECT ILLIN I WHEREAS, CLP/SPF Randhurst LLC, c/o Lifestyle Properties (`Petitioner') has filed a petition for Conditional Use permit for a Commercial Planned Unit Development and Variations with respect to property located at 999 North Elmhurst Road ("Property), and legally described as follows: Parcel 1 : Lots 1 and 2 (excepting from said lot one that part taken by Department of Transportation State of Illinois in Case No. 871-51078 and also excepting from said Lot One that part conveyed to the people of the State of Illinois, Department of Transportation pursuant to that certain quit claim deed recorded September 29,1995 as document No. 95664230) in Randhurst Center Resubdivision -No. 1, being a Resubdivision of Lot One in Randhurst Center, being a subdivision of part of the southeast 1/4 of Section 27, Township 42 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, according to the plat of said Randhurst Center Resubdivision -No. 1 recorded July 24,1987 in the office of the Recorder of Deeds of Cook County, Illinois as Document No. 87408581 and registered in the office of the Registrar of Titles of said County as document No. LR3637429. Parcel 2: Lot 3 in Randhurst Center Resubdivision - No. 1, being a Resubdivision of Lot One in Randhurst Center, being a subdivision of part of the Southeast 1/4 of Section 27, Township 42 North, Range 11 East of the Third Principal Meridian, in Cook County, Illinois, according to the Plat of said Randhurst Center Resubdivision -No. 1 recorded July 24,1987 in the Office of the Recorder of Deeds of Cook County, Illinois as Document no. 87408581 and registered in the office of the Registrar of Titles of said County as document No. LR3637429. Parcel 3: North 70 feet of the West 70 feet of the South 120 feet of the East 1/2 of the Southeast 1/4 of Section 27, Township 42 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois. Property Index Number(s): 03-27-401-040 /261 /262/ 264 / 265 / 267 /268/ 269/ 270 03-27-401-271; and WHEREAS, the Petitioner seeks a Conditional Use permit for a Commercial Planned Unit Development consisting of approximately 979,500 square feet of retail space; and WHEREAS, the Petitioner seeks Variations to allow the following: 60' maximum building height, 20' front yard set back, 15' side yard setback, 8' maximum fence height, installation of temporary leasing signs, increased site lighting along the rights-of-way of Elmhurst Road, Kensington Road, and Euclid Avenue adjacent to the "Property" and a Special Use to allow signs associated with the sign drawings prepared by Casto Lifestyle Properties dated May 15, 2008; and WHEREAS, a Public Hearing was held on the requests being the subject of PZ -15-08 before the Planning and Zoning Commission of the Village of Mount Prospect on the 26th day of June, 2008, pursuant to proper legal notice having been published in the Mount Pro§2gct J2LAmal 1212irs on the 12'h day of June, 2008; and 141 0 • WHEREAS, the Planning and Zoning Commission has submitted its findings on the proposed Conditional Use permit, Variations and Special Use to the President and Board of Trustees; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect have given consideration to the requests herein and have determined that the requests meet the standards of the Village that the granting of the proposed Conditional Use permit for a Commercial Planned Unit Development, Variation and Special Use would be in the best interest of the Village. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS ACTING IN THE EXERCISE OF THEIR HOME RULE POWERS: SECTIONONE: The recitals set forth above are incorporated as findings of fact by the President and Board of Trustees of the Village of Mount Prospect. (1) The Conditional Use permit for the Randhurst Village Commercial Planned Unit Development consisting of approximately 979,500 square feet of retail is approved subject to the following conditions: A. All previous conditional uses for a planned unit development or associated amendments and variations on the subject property are hereby declared null and void. B. Future development of the outlots and building fagade of individual tenant spaces within the shopping center shall not require an amendment to this Conditional Use but review shall be performed at an administrative level. If such future development or fagade plans are in general conformance with the design guidelines submitted by the petitioner and with the character of the previously approved development, then Village staff may approve the same. In the event that Village staff determines that a public hearing is necessary to review a proposed amendment, then a formal application shall be submitted to request an amendment to the approved PUD. C. In addition to land uses permitted within the B-3 Community Shopping Zoning District, the following use exceptions shall also be permitted within the proposed Planned Unit Development: 1,,, Health services, clubs or gymnasiums 2, Hotels and motels 3. Medical and Dental Laboratories 4. Parking lots and structures 5. Outdoor display and sales of products the sale of which is a permitted use, subject to compliance with village regulations pertaining to outdoor sales 6, Game rooms 7.. Residential land uses subject to the following conditions: Residential uses shall be restricted to the northwest corner of the property generally bounded by Euclid Road, Elmhurst Road, the northern access road entering from Elmhurst Road, and the central access road entering from Euclid Avenue. 142 Residential uses shall be limited to a maximum density of 30 units per acre for the portion of the development constructed for residential use. iii. The maximum height for future residential uses shall conform to the maximum building height for the PUD. iv. Future development of residential shall be in general conformance with the design guidelines submitted by the petitioner for the PUD as set forth in Exhibit "A". v. Development approval of future residential uses shall be in compliance with the terms and conditions of the Redevelopment Agreement executed between the Village of Mount Prospect and the Petitioner, including but not limited to, public hearings and required public notification. D. In addition to the above use exceptions, the following uses shall be permitted as part of the proposed Planned Unit Development only in the locations currently indicated on the Site Plan dated November 8, 2007, a copy of which is attached and made a part of this ordinance as Exhibit "B". Similar facilities proposed in the future will require an amendment to the PUD. a. Drive through facilities for two existing banking facilities and the proposed third outlot bank building. b. Drive through facility for the Jewel -Osco pharmacy. C. Self -Storage Facility for the building sited along the east property line adjacent to the existing Costco retail building and proposed parking structure. E. Prior to the issuance of a building permit, the petitioner shall provide final civil engineering drawings for review and approval by the village. The engineering drawings shall include all site work including utilities, storm water detention and associated improvements. F. Development of the site in general conformance with the site and landscape plans prepared by Woolpert Inc., dated June 17, 2008. G. Development of the elevations in general conformance with the building elevations prepared by Beame Architectural Partnership, dated June 17, 2008. with the following conditions: 1. All final elevations must be approved by staff. Submitted elevations are accepted as preliminary, but greater detail will be required at the top of structures to create varying roof lines by incorporating architectural elements such as differences in wall heights, roof overhangs, canopies or cornices. In the event the Petitioner and staff cannot agree on the final architectural design, the Petitioner may request review and consideration by the Village Board. 143 n 2. The design of individual store fronts will be reviewed at the time a building permit is issued for each tenant space and shall be in general conformance with the design criteria packet prepared by Beame Architectural Partnership, H. Prior to the issuance of a building permit, the petitioner shall submit revised photometric plans which incorporate the final site plan layout. Where feasible, light pole standards shall be placed in curbed islands. To provide uniformity across the property, light poles shall match the style, height, and illumination levels of those previously approved and installed in the Costco parking lot. I. The Petitioner shall construct all building and individual units according to all Village Codes and regulations. This shall include, but not limited to: the installation of automatic fire sprinklers. Fire hydrants and roads must be located and constructed according to Development and Fire Code standards. Where applicable, the buildings will also require the installation of a stand pipe system as determined by the Village Fire Marshal. J. The Developer must tender all submissions to enable the Village to issue a building permit, in accordance with the current regulations and requirements of the Village of Mount Prospect, within one (1) year from the date of adoption of this ordinance by the Village Board. The development approvals granted by this ordinance shall become null and void (without need for further action by any Village board, commission or official) if no building permit is issued within the one (1) year requirement. All improvements shall be completed within eighteen (18) months of receipt of the initial building permit. K. An approval pursuant to any requested review by a Village consultant, staff member, Board or Commission shall be an approval of only those items specified in any motion, resolution, and ordinance or written report. Under no circumstances shall such an approval be deemed to be the approval of any other matter by virtue of the fact that those other matters may appear on the supporting documents such as a site plan, engineering plan, or plat that was the subject of the review. Neither shall any such written approval be deemed to be an approval of any matter, which is within the jurisdiction of any other Village consultant, staff member, Board or Commission or any County, State or Federal Agency. L. In addition, changes to the physical components of the project may only be made as follows: 1. Minor Field Changes. Minor changes in location or size shown on an exhibit may be approved, in writing, by the Director of Community Development. Typically, a minor field change will not involve a percentage change greater than 3%. However, not all changes of less than 3% shall necessarily be deemed to be minor. The determination of the Director of Community Development as to whether a change is a minor field change shall be final. 2. Village Board Approved Changes. The Village Board may approve, without referral to the Planning & Zoning Commission, such other changes as it believes are in the best interest of the Village and which do not involve changes in actual numerical values set forth in the text of the Ordinance; and which do not have a substantial, direct impact on adjacent properties. The determination of the Village Board as to whether a requested change should be referred to the Planning & Zoning Commission shall be final. 144 • • 3. Changes Requiring a Public Hearing. Any change involving a size, quantity or other numerical value found in the text of the Ordinance or any change having substantial, direct impact on adjacent properties shall not be made except after a public hearing before the Planning & Zoning Commission. Additionally, the Village Board or the Director of Community Development may refer any requested change to the Planning & Zoning Commission for public hearing when either believes it would be in the best interest of the Village to do so. SE9 TI IM; Variations are hereby approved to allow: (1) A maximum building height of 60 feet; (2) A reduction in the required front yard building setback from 30 feet to 20 feet; and (3) A reduction in the required exterior side yard setback from 30 feet to 15 feet for the existing Jewel -Osco retail building. SECTION"SEE: A Special Use is granted to allow Signs Associated with a Large Scale Development. Said ground signs shall be designed in general conformance with the sign drawings prepared by Casto Lifestyle Properties, dated May 15, 2008 and received by the Community Development Department on June 17, 2008. Future wall signs for individual tenant spaces shall conform to the Village's sign regulations. SECTIO F UR A Variation is granted to install two temporary leasing signs 180 square feet in size and 12 feet in height. The temporary leasing signs shall be located at the southwest corner and northwest corner of the subject property and shall be removed following the completion of the project. SECTION FIVE: The Village Clerk is hereby authorized and directed to record a certified copy of this Ordinance with the Recorder of Deeds of Cook County. SECTION SIX: This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form in the manner provided by law. AYES: Hoefert, Juracek, Korn, Polit, Zadel NAYS: None ABSENT: Corcoran, Wilks PASSED and APPROVED this 19th day of August, 2008. 1 J04 2"4t%= A. JohVKorn Mayor Pro Tem ATTEST: M. Lisa Angell Village Clerk 145 November 11, 2021 TO. Paul Hoefert, Mayor Mount Prospect Village Board of Trustees Agostino Filippone, Trustee Terri Gens, Trustee John J. Matuszak, Trustee Peggy Pissarreck, Trustee Richard F. Rogers, Trustee Colleen E. Saccotelli, Trustee Village Staf .f Mike Cassady, Village Manager; Nellie Beckner, Assistant Village Manager Bill Cooney, Director of Community Development RE: PROPOSED RANDIIURST VILLAGE RESUBDIVISION Dear Mayor Hoefert, Village Board of Trustees, and Village Staff: On behalf of the Mount Prospect Chamber of Commerce ("Chamber"), we write to you in support of the proposed resubdivision of Randhurst Village. As a business association, we focus on moving Mount Prospect forward and look to support initiatives that promote economic prosperity in our Village. Successful implementation of this proposal can further positive business activity within Randhurst Village, a major anchor in our community, and along the thriving commercial corridor on Rand Road. We recognize there are concerns with this proposal, particularly with the idea that Randhurst Village would cease to operate as a single entity. We are encouraged by the fact that all the conditions that were approved as part of the original Planned Unit Development in 2008 will still apply to the entirety of the property and that the Restrictions, Covenants, and Reciprocal Easements affecting portions of the property will continue to function as they do today, regardless of lot ownership. Broadly, however, this proposal is not out of the ordinary. Resubdivision of shopping mail properties is a new reality given the changing retail environment, particularly for large scale shopping malls such as Randhurst Village, Solutions that are consistent with market practices are essential if Randhurst Village is to remain a viable entity in Mount Prospect, In fact, not allowing DLC Management to pursue the next phase of their development may have an adverse impact on commercial activity beyond the mall itself and onto overall commercial activity along the Rand Road Corridor. We respectfully request that you vote in favor of DLC Management's proposal to resubdivide its property at Randhurst Village when it comes before you at the next Village Board meeting. As always, the local business community stands ready to serve as a resource and supports your efforts to grow and enhance the Mount Prospect community. Thank you for your time. Sincerely, BOARD OF DIRECTORS MOUNT PROSPECT CHAMBER OF COMMERCE 146 Tris%a Chokshi, Chair Chokshi Filippone Law LLC Danny Chiao Lightbox Graphix Karen Enzenbacher Amethyst Skye Salon George Tselos Emerson's Ale House Teresa VanOpdorp, Business Development Director Mount Prospect Chamber of Commerce Jon Ridler, CEO Chamber Co -Op Inc. John Eilering Busey Bank Tom Nelson Byte Me! Web Hosting and Design Tom Zander Picket Fence Really cif Mount Prospect 147