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18-83 Resolution No. 18-83 RESOLUTION CONSENTING TO A LEASEHOLD MORTGAGE BY THE ELGIN CHARTER SCHOOL INITIATIVE, ALSO KNOWN AS ELGIN MATH AND SCIENCE ACADEMY CHARTER SCHOOL, WITH RESPECT TO A LEASE FOR A PORTION OF THE FORMER FOX RIVER COUNTRY DAY SCHOOL PROPERTY COMMONLY KNOWN AS 1600 DUNDEE AVENUE, ELGIN, ILLINOIS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that City Manager, Richard G. Kozal, be and is hereby authorized and directed to execute the Consent Letter dated July 25, 2018, consenting to a Leasehold Mortgage by the Elgin Charter School Initiative, a/k/a Elgin Math and Science Academy, with respect to a lease for a portion of the city owned property at 1600 Dundee Avenue,Elgin,Illinois 60120,attached hereto,with such revisions as may be approved by the corporation counsel,and to execute such other documents in connection with a consent to the proposed Leasehold Mortgage as approved by the corporation counsel. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 25, 2018 Adopted: July 25, 2018 Vote: Yeas: 8 Nays: 0 Abstain: 1 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk Mayor "44 David J. Kaptain ELGIN City Council Corey D. Dixon THE CITY IN THE SUBURBS Richard Dunne Terry L. Gavin Rosamaria Martinez Tish S. Powell Carol J. Rauschenberger Toby Shaw F.John Steffen City Manager Richard G. Kozal July 25, 2018 IFF 333 S. Wabash Avenue, Suite 2800 Chicago, Illinois 60604 City of Elgin 150 Dexter Court Elgin, IL 60120 Re: Lease, dated as of July 26, 2017 (the "Lease"),by and between City of Elgin,as lessor, and Elgin Charter School Initiative,an Illinois not for profit corporation, as lessee. Ladies and Gentlemen: i We, the undersigned, are lessor("Lessor") and Elgin Charter School Initiative, an Illinois not for profit corporation is the lessee ("Borrower"), under that certain lease, dated as of July 26, 2017, for space on the premises located at 1600 Dundee Avenue, Elgin, IL 60120 (the "Premises"). It is our understanding that Borrower and IFF, an Illinois not for profit corporation ("Lender") have entered into a loan commitment which provides that Lender will make loans and advances to and for the benefit of the Borrower and that Lender and Borrower will enter into various agreements, instruments and documents (collectively, "Loan Documents") to effectuate such loans and advances. In order to secure payment and performance of all of Borrower's obligations and liabilities to Lender under such Loan Documents ("Borrower's Liabilities"), Lender has required that Borrower grant to Lender a lien on Borrower's interest as lessee under the above-referenced Lease, by executing and delivering to Lender a leasehold mortgage ("Leasehold Mortgage"), a copy of which is attached hereto. z F Pursuant to Paragraphs 19 and 25 of the Lease, Lessor's prior written consent may be I required for Borrower's grant of such interest in the Lease to Lender. Thus, as a condition precedent to making such loans and/or advances pursuant to the Loan Documents, we understand that Lender has required the execution and delivery of this letter agreement, in which we express our consent under Paragraphs 19 and 25 of the Lease and make certain representations and warranties with respect to the terms and conditions of the Lease. 150 Dexter Court,Elgin, IL 60120 847-931-6100 www.cityofelgin.org Legal Department Direct Dial 847-931-5655-Fax 847-931-5665 IFF July 25, 2018 Page 2 In consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Lessor hereby states, represents, covenants and agrees as follows: 1. Lessor consents to the Lender's first position mortgage lien on the leasehold interest in the Premises (the "Lease Security"). Lessor further consents to the exercise of Lender's rights under the Loan Documents, including, but not limited to, Lender's right to foreclose on the Lease Security and provide for the protection, possession, control, management and operation of the Premises (in accordance with applicable law and the Lease) in the place of lessee. In the event Lender decides to foreclose on the Lease Security, Lessor shall accept any subtenant provided by Lender, provided that: (a) the use of the Premises by such subtenant shall not be in conflict with the use provisions of the Lease, as reasonably determined by Lessor, and (b) such subtenant has the financial wherewithal to perform its obligations under the sublease hereunder, as determined in Lender's reasonable discretion. In the event of default by Borrower in the payment or performance of any of Borrower's Liabilities, Lender may exercise its rights under the Loan Documents and provide for the protection, possession, control, management and operation of the Premises (in accordance with applicable law and the Lease), without objection, delay, or interference by Lessor and in such case, Lessor will make no claim or demand against the Premises. 2. Lessor represents that as of the date hereof(a)the Lease is in full force and effect, (b) Lessor is not in default in the performance of its obligations under the Lease, (c) to Lessor's knowledge, no conditions exist which, with the passage of time or the giving of notice, could ripen into a default by Lessor under the terms of the Lease, (d) Borrower is not in default in the performance of its obligations under the Lease, and (e) Lessor is unaware of any conditions which exist which, with the passage of time or the giving of notice, could ripen into a default by Borrower under the Lease. 3. Lessor agrees that, upon default of Borrower under the Lease and prior to Lessor's exercise of any remedies under the Lease, Lessor shall give written notice of such default to Lender at the following address: 333 S. Wabash Avenue, Suite 2800, Chicago, Illinois 60604, Attention: Senior Vice-President of Capital Solutions. Lessor agrees that Lender shall have sixty (60) days after receipt of notice of Borrower's default to cure such default on behalf of Borrower (although in no event shall Lender have any obligation to do so). If such default can not be reasonably cured within such sixty (60) day period and if Lender shall have commenced and is diligently pursuing to remedy such default, then such sixty (60) day period shall be extended to such time not to exceed sixty(60) additional days as Lender shall reasonably require to cure such default (the "Cure Period"). Lessor agrees not to exercise any of its remedies under the Lease until expiration of the Cure Period. Lessor shall accept cure of such default from Lender as if such cure was made by Borrower, provided such cure is effected to Lessor's reasonable satisfaction within the Cure Period. 4. Notwithstanding any provision to the contrary set forth in the Lease, Lessor covenants and agrees that it shall not assign, mortgage, pledge, hypothecate, or encumber its fee interest in the Premises ("Encumbrance"), without supplying Borrower, as lessee with an agreement which provides that in the event of foreclosure upon the Premises, lessee's rights under the Lease shall not be disturbed (the "Non-Disturbance Agreement"). Such Non- f f IFF July 25, 2018 Page 3 Disturbance Agreement shall be in form and substance to Lender's and Borrower's reasonable satisfaction. 5. Lessor agrees that the Lease shall not be modified, amended, extended, or terminated (except in the case of a default) without the prior written consent of Lender, which consent shall not be unreasonably withheld. 6. Lender may, without affecting the validity of this letter agreement, extend, amend or in any way modify the terms of payment or performance of any of Borrower's Liabilities or increase or create new or additional Borrower's Liabilities pursuant to the Loan Documents, without the consent of Lessor and without giving notice thereof to Lessor. 7. Lender may, at any time or times hereafter, without any fee or charge for rent, enter upon the Premises to inspect the Premises. 8. The agreements contained herein shall continue in force and effect until all Borrower's Liabilities are paid and satisfied in full and all financing arrangements between Lender and Borrower have been terminated or until the Lease has been terminated. Upon such termination of this letter agreement and upon Lessor's request, Lender shall provide Lessor with a document releasing Lender's lien against the Premises; provided, however, that any such document shall expressly provide that such release shall in no way amend, restate, release or modify the Borrower's Liabilities pursuant to the Loan Documents. 9. Notwithstanding anything to the contrary herein, or anything to the contrary in the Leasehold Mortgage, the Leasehold Mortgage granted by the Borrower is and shall be subject and subordinate to all rights and interests of the Lessor, and the Leasehold Mortgage shall be an encumbrance or lien only on the Borrower's interest in the Lease and the leasehold estate and not on the Lessor's fee interest in the Premises. The Leasehold Mortgage is further subject to the terms of the Lease and the Lender is not acquiring any rights greater than those of the Borrower. In the event of any conflict between the terms of this paragraph and the terms of the Leasehold Mortgage,the terms of this paragraph shall supersede and control. 10. The agreements contained herein may not be modified or terminated orally, and shall be binding upon the successors, assigns, agents and personal representatives of Lessor and upon any successor owner or transferee of the Premises. Very truly yours, City of Elgin By: Name: Richard G. Kozal Its: City Manager Acknowledged and agreed to this day of July, 2018. IFF By: Its: This instrument was prepared by and after recording return to: Mark F. Kalina, Esq. Guerard Kalina&Butkus 310 S. County Farm Road, Suite H Wheaton IL 60187 LEASEHOLD MORTGAGE,ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS LEASEHOLD MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING, (the "Mortgage") is effective as of July 2018 by ELGIN CHARTER SCHOOL INITIATIVE, an Illinois not for profit corporation, with an address at 898 Douglas Street,Elgin, IL 60120,herein referred to as"Mortgagor,"in favor of IFF,an Illinois not for profit corporation,with an address of 333 S. Wabash Avenue,Suite 2800, Chicago IL 60604,together with its successors and assigns,herein referred to as"Mortgagee." WITNESSETH: WHEREAS, Mortgagor is indebted to Mortgagee upon a Promissory Note of even date herewith in the principal sum of FOUR HUNDRED FORTY-EIGHT THOUSAND THREE HUNDRED FIFTY AND NO/100 DOLLARS($448,350.00)payable to the order of and delivered to Mortgagee, (as the same may from time to time be amended, restated, modified, replaced, supplemented or extended, the "Note," all capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Note)by which Note Mortgagor promises to pay to the holders of the Note the principal sum and interest at the rate and in installments as provided in the Note,with a final payment of the balance due on the Maturity Date. All of the principal and interest payments are to be made payable at such place as the holders of the Note may, from time to time, in writing appoint, and in absence of such appointment,then at the office of Mortgagee at 333 South Wabash Avenue, Suite 2800, Chicago, Illinois 60604 (or such other address of which Mortgagee provides written notice to Mortgagor in the future); NOW, THEREFORE, to secure the payment of the Obligations (as such term is hereinafter defined), and also in consideration of the sum of Ten Dollars ($10.00) in hand paid, the receipt of which is hereby acknowledged, Mortgagor does by these presents MORTGAGE, ASSIGN, TRANSFER, SET OVER, CONVEY AND WARRANT unto Mortgagee, and Mortgagee's successors and assigns, all of Mortgagor's right, title and interest as lessee or tenant under that certain [Commercial Lease] dated as of July 26, 2017, with City of Elgin as lessor ("Lessor") (as amended, restated or otherwise modified heretofore or hereafter, the "Lease") in and to the real estate described on the attached Exhibit A, situated in the City of Elgin. County of Kane, in the State of Illinois(the"Real Estate"); TOGETHER WITH: all right,title and interest, if any,including any after-acquired right, title, and interest and including any right of use or occupancy, which Mortgagor may now have or hereafter acquire in and to: (a) all buildings, structures, improvements, tenements, easements, roads and alleys, development, air and water rights, fixtures, equipment, and appurtenances belonging to the Real Estate; (b) all current and future subleases, licenses and occupancy agreements (collectively, "Subleases"), and all rents, issues, deposits (including, without limitation, security deposits), income and profits of and from the Subleases and the Real Estate (collectively, "Rents"), which Rents are pledged primarily and on a parity with the Real Estate and not secondarily; (c) all goods, furniture, apparatus, equipment, inventory, general intangibles and other personal property to the extent used in or on the Real Estate or in connection with the operation thereof; (d) all building materials, building supplies, work in process, contract rights related to the construction, rehabilitation, conversion or improvement of the Real Estate or any of the foregoing; (e) all insurance policies, insurance proceeds and condemnation awards related to the Real Estate; (f)all permits,approvals, licenses and authorizations related to the Real Estate; (g)all contract rights,agreements and general intangibles relating to the Real Estate or any of the foregoing; (h) all of Mortgagor's books and records relating to the foregoing; and (i) all additions to, replacements of, and all issues, products and proceeds of the property described in the foregoing clauses(a)through(h).The Lease and the other property described in this paragraph, including Mortgagor's leasehold interest in the Real Estate,are hereinafter collectively referred to as the"Leasehold Estate." TOGETHER WITH all rights of Mortgagor under Section 365(d)of Title 11 of the United States Code (11 USC 365(d)) and any similar law whether now or hereafter existing, whereby a trustee of the landlord under the Lease, in any case under Title 11 of the United States Code, may be required to promptly elect to assume or reject the Lease, all rights and estates of Mortgagor (including, without limitation, all rights to make any elections) under Section 365(h) of Title 11 of the United States Code (11 USC 365(h)) and any similar law whether now or hereafter existing, if the Lease is rejected by any trustee of the Lessor under the Lease in any case under Title 11 of the United States Code; and all rights of Mortgagor and Mortgagor's successors and assigns(including any bankruptcy trustee of Mortgagor) under Section 365 of Title 11 of the United States Code(11 USC 365)and any similar law whether now or hereafter existing,whereby a trustee of Mortgagor may assume or reject the Lease. TO HAVE AND TO HOLD the Leasehold Estate unto Mortgagee, and Mortgagee's successors and assigns, forever, for the purposes and uses set forth in this Mortgage, free from all rights and benefits under and by virtue of the Homestead Exemption Laws of the State of Illinois, which rights and benefits Mortgagor does expressly release and waive. "Loan", as such term is used herein, shall mean the indebtedness evidenced by the Note and the other Loan Documents. "Loan Documents,"as such term is used herein,shall mean the Note,this Mortgage, and any and all other instruments and documents executed and delivered by Mortgagor in connection therewith. "Obligations," as such term is used herein, shall mean (a) the payment of all principal, interest, late charges, and other items payable on the Note in accordance with its terms; 2 (b) the payment and performance of all liabilities, obligations, covenants, and agreements contained in this Mortgage and any of the other Loan Documents to be paid or performed by Mortgagor in accordance with their terms; and(c)the payment and performance of the covenants and agreements to be performed by Mortgagor under any other promissory notes, instruments, or other documents (including, without limitation, other security instruments), encumbering or otherwise affecting the Leasehold Estate (as hereinafter defined) or any other property of Mortgagor,which may hereafter be held by Mortgagee, in accordance with their terms. MORTGAGOR FURTHER REPRESENTS, WARRANTS, COVENANTS, AND AGREES AS FOLLOWS: 1. Repair; Restoration, Compliance With Law; Inspection. Mortgagor shall, in accordance with the terms and provisions of the Lease: (a) promptly repair, restore, and rebuild any buildings or improvements (or portions thereof) now or hereafter on the Real Estate which may become damaged or be destroyed;(b)keep the Leasehold Estate in good condition and repair, without waste, and free from mechanic's or other liens or claims for lien not expressly permitted in this Mortgage; (c)pay when due any indebtedness which may be secured by a lien or charge on the Leasehold Estate, and upon request exhibit satisfactory evidence of the discharge of the prior lien to Mortgagee; (d)comply with all laws,codes, statutes,rules,ordinances,regulations or other requirements of governmental authorities (including, without limitation, the Americans With Disabilities Act) (collectively, "Laws") with respect to Mortgagor or the Leasehold Estate or the use of the Leasehold Estate;and(e)make no material alterations in the Leasehold Estate except as required by Law or approved by Mortgagee. Mortgagee shall have the right,upon reasonable prior notice, to inspect the Leasehold Estate together with all of Mortgagor's books and records at all reasonable times. 2. Obligations under Lease. Mortgagor agrees faithfully to perform all of its obligations under the Lease and to refrain from any action or inaction which would result in termination of the Lease. Mortgagor further agrees to give prompt notice to Mortgagee of any notice of default received from Lessor, as well as any other material notice received from Lessor under the Lease. Mortgagor shall not, without Mortgagee's prior written consent (which consent may be withheld in Mortgagee's sole and absolute discretion),(i)change amend,modify,or assign in any manner whatsoever the Lease or(ii) terminate or cancel, surrender or accept surrender of, suffer or permit any cancellation, termination or surrender of the Lease. Mortgagor shall timely exercise all extension options necessary to ensure that the scheduled expiration date of the Lease occurs after the Maturity Date. 3. Real Estate Taxes. Mortgagor shall cause such action to be taken as may be It required to cause the Real Estate to be exempt from taxation under the laws of the State of Illinois, such exemption to be effective no later than one(1)year from the date of this Mortgage. Mortgagor shall cause such action to be taken as may be required to maintain the tax exempt status of the Real Estate. Mortgagor shall provide a copy of the annual tax exemption affidavit filed with respect to the Real Estate with the County Assessor (or Supervisor of Assessments, as the case may be) within forty-five (45) days after the end of Mortgagor's fiscal year. If the Real Estate is not tax f exempt, Mortgagor shall cause all general taxes to be paid before any penalty attaches, and shall cause all special taxes, special assessments, water charges, sewer service charges, and other charges against the Real Estate to be paid when due, and shall, upon written request, furnish to 3 Mortgagee duplicate receipts for those payments. Mortgagor shall cause to be paid in full under protest, in the manner provided by statute, any tax or assessment which is being contested. 4. Other Taxes. In the event of the enactment after this date of any Law deducting from the value of land for the purpose of taxation any lien on the Leasehold Estate, or imposing upon Mortgagee the payment of the whole or any part of the taxes or assessments or charges or liens required to be paid by Mortgagor, or changing in any way the laws relating to the taxation of mortgages or debts secured by mortgages or Mortgagee's interest in the property, or the manner of collection of taxes, so as to affect this Mortgage or the debt secured by this Mortgage or the holder of this Mortgage, then Mortgagor, upon demand by Mortgagee, shall pay the taxes or assessments, or reimburse Mortgagee for the taxes or assessments; provided, however, that if in the reasonable opinion of Mortgagee: (a) it might be unlawful to require Mortgagor to make the payment; or (b) the making of the payment might result in the imposition of interest beyond the maximum amount permitted by law, then Mortgagee may elect, by written notice given to Mortgagor,to declare all of the indebtedness secured by this Mortgage to be due and payable sixty (60)days from the date of notice. If, by the laws of the United States of America or of any state having jurisdiction on the Leasehold Estate, any tax is due or becomes due in respect of the Note, Mortgagor shall pay such tax in the manner required by such law. 5. Protective Advances. Upon the occurrence of a Default, Mortgagee may, but need not: make any payment or perform any act required of Mortgagor in any form and manner deemed expedient, and, in addition thereto, may, but need not, make full or partial payments of principal or interest on prior or subordinate encumbrances, if any; purchase, discharge, compromise or settle any tax lien or other prior or subordinate lien,title,or claim on the Leasehold Estate; redeem from any tax sale or forfeiture affecting the Leasehold Estate; contest any tax or assessment;make any payment or perform any obligation under the Lease (in accordance with the terms of any agreement between Mortgagor and Lessor,if applicable);pay any insurance premium, or make any other payment or perform any other act or obligation necessary or expedient, in Mortgagee's reasonable discretion, to protect the Leasehold Estate and Mortgagee's interest therein. All amounts paid for any of the purposes authorized above and all expenses paid or incurred in connection with the purposes authorized above,including attorney's fees and expenses, and any other moneys advanced by Mortgagee to cure Mortgagor's default or protect the Leasehold Estate and Mortgagee's lien on the Leasehold Estate, shall be additional indebtedness secured by this Mortgage and shall become immediately due and payable without notice and with interest charged at the lesser of the Default Rate or the highest rate permitted under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. Inaction of Mortgagee shall never be considered as a waiver of any right accruing to Mortgagee on account of any default on the part of Mortgagor.Mortgagee making any payment authorized by this Mortgage relating to taxes or assessments, may do so according to any bill, statement, or estimate procured from the appropriate public office without inquiry into the accuracy of the bill, statement, or estimate or into the validity of the tax, assessment, sale, forfeiture,tax lien,title, or claim. 6. Provisions RegardingAssignment of Subleases and Rents. Mortgagor intends that the assignment of Subleases and Rents set forth herein shall constitute a present,absolute and unconditional assignment,and not an assignment for additional security only.Notwithstanding the foregoing, subject to the terms of this paragraph, Mortgagee grants to Mortgagor a revocable license to operate and manage the Leasehold Estate and to collect the Rents so long as no Default 4 exists. Upon a Default, the license granted to Mortgagor herein shall automatically be revoked, and Mortgagee shall immediately be entitled to receive and apply all Rents, whether or not Mortgagee enters upon and takes control of the Leasehold Estate. The foregoing assignment to Mortgagee shall not be construed to bind Mortgagee to the performance of any of the covenants, conditions or provisions contained in any of the Subleases. 7. Impounds. At Mortgagee's election, Mortgagor shall periodically deposit with Mortgagee such sums as Mortgagee may reasonably require for payment of rent under the Lease, taxes, insurance, and assessments on the Leasehold Estate. If the amount held by Mortgagee or Mortgagee's agent on account of rent under the Lease,taxes,insurance and/or assessments exceeds the amount required for payment of those items, together with a reasonable reserve, said excess shall be refunded to Mortgagor in the normal course of Mortgagee's or Mortgagee's agent's business.No deposit shall bear any interest. 8. Modification of Obligations.ions. If the payment of,or on account of,the Obligations or any part thereof is modified,extended or varied or if any part of the security therefor is released, all persons now or at any time liable therefor, or interested in the Leasehold Estate, shall be held to assent to such modification, extension, variation or release, and their liability and the lien and all provisions of this Mortgage shall continue in full force and effect,the right of recourse against all persons being expressly reserved by Mortgagee, notwithstanding such modification,extension, variation, or release. 9. Release. Mortgagee shall release this Mortgage and the lien of this Mortgage by proper instrument upon payment and discharge of all of the Obligations and the payment of a reasonable fee to Mortgagee for the execution of such release. 10. Insurance and Casualty. (a)Mortgagor shall maintain or cause to be maintained during the term of the Loan all insurance required to be carried and maintained under the terms of the Lease, but in no event less than the following coverages and amounts: (i) Fire and extended coverage insurance (including, without limitation, windstorm, explosion, and such other risks usually insured against by owners of like properties) on the Leasehold Estate in an amount equal to one hundred percent(100%)of the full replacement cost of the Leasehold Estate; (ii) Comprehensive public liability insurance against claims for personal injury, including, without limitation, bodily injury, death, or property damage occurring on, in, or about the Leasehold Estate in an amount of not less than $1,000,000.00 with respect to personal injury or death to one or more persons and $500,000.00 with respect to damage to property, and with "umbrella" liability coverage of not less than$1,000,000.00,or such greater amounts as may from time to time be required by Mortgagee; (iii) If the Leasehold Estate is located in a Zone A or Zone B flood hazard zone, flood plain insurance in an amount satisfactory to Mortgagee,but in no event less than one hundred percent (100%) of the full insurable value of the Leasehold Estate and the personal property contained therein; and 5 (iv) For so long as any construction is being performed on the Leasehold Estate: (A) "All Risk, Builders' Risk Completed Value Non-Reporting Form" insurance in an amount equal to 100%of the completed insurable value of the Leasehold Estate, with extended coverage; (B) for the general contractor (and/or, if appropriate, subcontractors) workmen's compensation, employees' liability and comprehensive liability insurance (including contractual liability) with limits of$1,000,000.00 with respect to personal injury or death for one or more persons; and (C) for the architect, professional liability insurance in form and amounts satisfactory to Mortgagee. All insurance shall be written by companies and on forms with endorsements satisfactory to Mortgagee, all with suitable loss payable and standard noncontribution mortgagee clauses in favor of Mortgagee (or, in case of a foreclosure sale, in favor of the owner of the certificate of sale)attached,and originals or certified copies of certificates of insurance evidencing such policies shall be kept constantly deposited with Mortgagee. At such times as Mortgagee shall reasonably request, Mortgagor shall cause Mortgagor's insurer to provide an opinion letter to Mortgagee stating that Mortgagor's insurance policies are in compliance and fulfill all of the requirements of this section. All policies shall provide for, and the certificates of insurance delivered to Mortgagee shall reflect, the insurer's agreement to provide, among other things, written notice to Mortgagee of the expiration or any anticipated cancellation of any insurance policies at least thirty(30)days prior to such event occurring. Not less than thirty(30) days prior to the expiration of any policy,a certified copy of a certificate of insurance evidencing the renewal policy shall be deposited with Mortgagee. (b)In case of loss or casualty to any portion of the Leasehold Estate, Mortgagee is authorized to collect all insurance proceeds and apply them, at its option, to the reduction of the Obligations hereby secured, whether due or not then due, or, at Mortgagee's sole and absolute option, Mortgagee may allow Mortgagor to use such money, or any part thereof, in repairing the damage or restoring the Leasehold Estate. If such proceeds are released for the purpose of restoring the Leasehold Estate, then such disbursement shall be subject to the conditions and procedures as Mortgagee may in its sole discretion impose. (c) Mortgagor shall notify Mortgagee, in writing, of any casualty or loss to the Leasehold Estate and Mortgagor hereby directs each insurance company to make payment for the loss directly and solely to Mortgagee; and Mortgagor agrees that any payment which is delivered, for any reason, to Mortgagor shall be held in trust for Mortgagee and promptly delivered in the form received(except for any necessary endorsements)to Mortgagee. (d)In addition to other remedies available under this Mortgage,if after Mortgagee's reasonable request,Mortgagor fails to provide Mortgagee with evidence of the foregoing insurance coverage required to be carried by Mortgagor under this Mortgage,Mortgagee may purchase such insurance at Mortgagor's expense for the purpose of protecting Mortgagee's interest in the Leasehold Estate. Any insurance purchased by Mortgagee may, but need not, protect the interest of Mortgagor in the Leasehold Estate. The insurance coverage purchased by Mortgagee may or may not pay any claim that Mortgagor makes or any claim that is made against Mortgagor in connection with the Leasehold Estate. Provided that Mortgagee has not commenced foreclosure proceedings, elected to accelerate the amounts due and owing under the Note, and a Default has not otherwise occurred or is continuing, Mortgagor may later cancel any insurance purchased by Mortgagee, but only after providing Mortgagee with evidence that Mortgagor has obtained 6 insurance as required by this Mortgage. If Mortgagee purchases insurance for the Leasehold Estate, Mortgagor shall be liable and shall reimburse Mortgagee for the costs of that insurance, including, but not limited to the interest, labor charges, and other charges that Mortgagee reasonably imposes in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of insurance purchased by Mortgagee may be added to the total outstanding balance or obligation secured by this Mortgage and evidenced by the Note. The costs of the insurance purchased by Mortgagee may exceed the cost of insurance Mortgagor would otherwise be able to obtain. 11. Condemnation. (a) If all or any part of the Leasehold Estate shall be taken through condemnation,and the taking would, in the judgment of Mortgagee,render all or any part of the Leasehold Estate not reasonably accessible or not in compliance with applicable Laws by reason of insufficient lot area, parking spaces, or otherwise, all Obligations shall, upon notice, become due and payable at once at the option of Mortgagee,whether or not a Default has occurred. (b) In the event Mortgagee does not exercise its right to accelerate the Loan pursuant to the terms and provisions of section(a)above,Mortgagee shall be entitled to all awards (which term when used in this Mortgage shall include all compensation,awards,damages,claims, rights of action,proceeds,and other payments of relief)of,or on account of,any damage or taking through condemnation of the Leasehold Estate, or any part of the Leasehold Estate (to the extent of the amount outstanding under the Note), and is hereby authorized, at its option,to commence, appear in, and prosecute in its own or Mortgagor's name any action or proceeding relating to any condemnation and to settle or compromise any claim in connection with any action or proceeding. All awards and the right to those awards are included in the Leasehold Estate,and Mortgagee,after deducting all its expenses, including attorneys' fees, at its option may apply such net proceeds in such manner as Mortgagee shall determine, to the reduction of the Obligations without regard to whether the Obligations are or are not then due. In the event any net proceeds remain thereafter, such net proceeds shall be paid to Mortgagor. Mortgagor agrees to execute further assignments of any awards as Mortgagee may require. 12. No Transfer, Due on Sale. Mortgagor shall not, without Mortgagee's prior written consent (which consent may be withheld in Mortgagee's sole and absolute discretion), whether directly, indirectly, by operation of law or otherwise,transfer, sell, convey,alien, pledge, hypothecate,encumber, lease, sublease,or mortgage all or any portion of the Leasehold Estate(or any beneficial interest in the land trust, if title to the Leasehold Estate is held by a land trust) or any legal or equitable interest in the Leasehold Estate or in Mortgagor (or the beneficiary of the land trust, if title to the Leasehold Estate is held by a land trust) (any of the foregoing being a "Transfer"), regardless of form. Any violation of the foregoing provisions of this Section 11 shall immediately be deemed a Default. Mortgagor shall not suffer or permit the Leasehold Estate, or any portion of the Leasehold Estate, to be used by any individual, entity, or the public, in any manner that might tend to impair Mortgagor's title to the Leasehold Estate, or any portion of the Leasehold Estate, or in such a manner that might make possible a claim or claims of easement by prescription or adverse possession by the public, or of implied dedication of the Leasehold Estate or any portion of the Leasehold Estate. 13. Indemnification. Mortgagor shall defend, indemnify, save, and hold harmless Mortgagee from and against, and promptly pay to, or reimburse Mortgagee for, all loss, cost, 7 expense, and liability Mortgagee may suffer or incur (regardless of whether contingent, direct, consequential, liquidated, or unliquidated), including, but not limited to, all attorneys' fees and court costs, incurred by or asserted against Mortgagee resulting from, arising out of, relating to,or caused by any action or inaction of Mortgagor, or any condition existing on, under, or in the Leasehold Estate, including, without limitation, the following: (a) the breach or inaccuracy of any representation, warranty, agreement, or covenant of Mortgagor set forth in the Note, this Mortgage,the Lease,or any other document executed in connection with the Loan; (b) the release or threatened release (as such terms are used in CERCLA, 42 U.S.C. 9607 (a)(4)) of any waste, pollutant, hazardous or toxic substance or waste, special waste, petroleum, petroleum-based substance or waste, product or by-product, or any constituent of any such substance, waste or product (collectively, "Contaminant") in, under, above, on, at or from the Leasehold Estate into the indoor or outdoor environment; (c) the off-site migration, at any time of any Contaminant located in or on the Leasehold Estate; or (d) the presence of asbestos or asbestos-containing material, lead, petroleum,petroleum products or any other Contaminant in, under,above, on, at or from the Leasehold Estate. 14. Additional Covenants. Mortgagor also covenants and agrees as follows: (a)Mortgagor shall pay and perform each obligation of"Borrower" under the Note in accordance with the terms thereof, (b) Mortgagor shall maintain and preserve the lien of this Mortgage until all of the Obligations have been fully satisfied; (c) Mortgagor shall use the proceeds of the Loan for the purpose of constructing leasehold improvements and purchasing furniture, furnishings and equipment and for no other purpose; (d) Mortgagor shall carry on any construction permitted by this Mortgage, in compliance with all applicable Laws; (e) Mortgagor shall promptly give written notice to Mortgagee of. (i)any action or event of which it has knowledge that may materially or adversely affect its ability to pay, or perform any of the Obligations and (ii) any notice of default or other material notice received or given in connection with any other mortgage, lease, or agreement encumbering the Leasehold Estate (including, without limitation, the Lease); and (f) Unless Mortgagor notifies the Mortgagee in writing, Mortgagee may use the Leasehold Estate and/or the Mortgagor's name for publicity purposes. 15. Representations and Warranties. Mortgagor represents and warrants the following as of the date of this Mortgage and agrees that the following shall be true and correct at all times during the term of this Mortgage: (a) Mortgagor is well and lawfully possessed of the Leasehold Estate by virtue of the Lease as a good and valid leasehold estate for the full term thereof, subject only to the fee simple interest of the Lessor,and has good right, full power, and lawful authority to mortgage and pledge the same as provided in this Mortgage, and Mortgagor may at all times peaceably and 8 quietly enter upon, hold, occupy, and enjoy the Leasehold Estate in accordance with the terms of this Mortgage; (b) The Lease is a valid and subsisting demise of the Leasehold Estate which it purports to demise for the full term thereof; (c) There are no actions, suits, or proceedings pending, or, to the best of Mortgagor's knowledge, threatened, against or affecting Mortgagor or the Leasehold Estate; (d) There are no known existing defaults under the Lease on the part of Mortgagor or Lessor under the Lease; (e) To the best of Mortgagor's knowledge, no conditions exist which, with the passage of time or the giving of notice, could ripen into a default under the terms of the Lease; (f) Electric, sewer, water, telephone facilities and any other necessary utilities are or after completion of construction will be, and Mortgagor shall cause those facilities at all times to be, available in sufficient capacity to service the Leasehold Estate satisfactorily, and any easements necessary to the furnishing of utility service to the Leasehold Estate have been or will be obtained and duly recorded or registered; (g) Mortgagor has obtained all necessary consents,approvals, licenses,and permits in connection with the Leasehold Estate, and any construction contemplated to be performed on the Leasehold Estate, and the granting of this Mortgage; (h) There have been no amendments to the Lease, except as herein stated; (i) The Leasehold Estate complies in all respects with all applicable Laws; and 0) Mortgagor is not in default under any other mortgage encumbering the Leasehold Estate. 16. Title;Liens. The Mortgagor represents and warrants that,upon delivery of this Mortgage to Mortgagee, it shall own good and merchantable title to the Leasehold Estate, subject to no monetary liens other than this Mortgage, taxes not yet due and payable and any other liens and encumbrances expressly approved by Mortgagee in writing. Mortgagor represents and warrants that no mechanics', laborers', materialmen's, statutory, or other lien or encumbrance, other than the liens set forth in the previous sentence, and utility easements, have been created upon or against the Leasehold Estate, and Mortgagor agrees that it shall not permit or suffer any liens or encumbrances of any kind, other than as set forth in this section, to be filed against the Leasehold Estate for so long as any Obligations are outstanding. Notwithstanding the foregoing, Mortgagor may,with Mortgagee's prior written consent and subject to the terms and conditions of the Lease, allow mechanics' or other such liens (including real estate tax liens existing due to the contest of the assessment) to exist upon the Leasehold Estate for so long as Mortgagor: (i) is, in good faith and by appropriate proceeding, contesting the validity, applicability or amount of the lien, (ii) delivers to Mortgagee security adequate (in Mortgagee's sole discretion) to protect Mortgagee's lien position on the Leasehold Estate; and (iii) promptly pays any amount adjudged 9 by a court of competent jurisdiction to be due, no later than the date such adjudication becomes final. 17. Remedies Upon Default. (a) Upon the occurrence of a Default(as such term is defined in the Note),at the option of Mortgagee and without notice to Mortgagor(except as may be required by applicable law), all Obligations secured by this Mortgage shall become due and payable immediately. (b) When the Obligations become due, whether by acceleration or otherwise, Mortgagee shall have the right to foreclose the lien of this Mortgage. Without limitation of the foregoing,this Mortgage shall constitute a security agreement with respect to the personal property encumbered hereby and Mortgagee shall have all rights as a "Secured Party" under the Uniform Commercial Code. In any suit to foreclose the lien of this Mortgage, there shall be allowed and included as additional indebtedness in the decree for sale all expenditures and expenses which may be paid or incurred by or on behalf of Mortgagee for attorneys' fees, appraiser's fees, taxes, assessments, and insurance premiums paid by Mortgagee, outlays for documentary and expert evidence,stenographers' charges,publication costs,and costs(which may be estimated as to items to be expended after entry of the decree) of procuring all abstracts of title, title searches, title examinations,environmental reports,title insurance policies,and similar data and assurances with respect to title as Mortgagee may deem to be reasonably necessary either to prosecute the suit or to evidence to bidders at any sale which may be had pursuant to the decree the true condition of the title to or the value of the Leasehold Estate. All such expenditures and expenses set forth in this section shall become additional indebtedness secured by this Mortgage and immediately due and payable, with interest charged at the Default Rate (as such term is defined in the Note),when paid or incurred by Mortgagee in connection with (i) any proceeding, including probate and bankruptcy proceedings, to which Mortgagee shall be a party, either as plaintiff, claimant, or defendant, by reason of this Mortgage or any of the Obligations; (ii) preparations for the commencement of any suit for the foreclosure of this Mortgage after accrual of such right to foreclose whether or not actually commenced;or(iii)preparations for the defense of any actual or threatened suit or proceeding which might affect the Leasehold Estate or the security of this Mortgage. (c) The proceeds of any foreclosure sale of the Leasehold Estate shall be distributed and applied in the following order of priority: first,all costs and expenses related to the foreclosure proceedings, including all such items mentioned in the preceding subsection; second, all Obligations other than principal and interest; third, all principal and interest unpaid on the Note; fourth, any remainder to Mortgagor. (d) Upon, or any time after, the filing of a complaint to foreclose this Mortgage, the court in which the complaint is filed may appoint Mortgagee as mortgagee in possession or appoint a receiver of the Leasehold Estate. Such appointment may be made either before or after the sale, without notice, without regard to the solvency or insolvency of Mortgagor at the time of application for the mortgagee in possession or receiver and without regard to the then value of the Leasehold Estate or whether the Leasehold Estate shall be occupied as a homestead or not. Such mortgagee in possession or receiver shall have power to collect the rents, issues,and profits of the Leasehold Estate during the pendency of the foreclosure suit and, in case of a sale and a deficiency, during the full statutory period of redemption,whether there be redemption or not,as well as during 10 any further times when Mortgagor, except for the intervention of the mortgagee in possession or receiver, would be entitled to collect the Rents, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management, and operation of the Leasehold Estate during the whole of the period. The court from time to time may authorize the mortgagee in possession or receiver to apply the net income in payment in whole or in part of: (i) the indebtedness secured by this Mortgage,or by any decree foreclosing this Mortgage,or any tax, special assessment, or other lien which may be or become superior to the lien of this Mortgage or of such decree, provided such application is made prior to foreclosure sale; and(ii)the deficiency in case of a sale and deficiency. (e) No action for the enforcement of the lien or of any provision of this Mortgage shall be subject to any defense which would not be good and available to the party interposing the same in an action at law upon the Note secured by this Mortgage. (f) Upon any foreclosure sale of the Leasehold Estate, Mortgagee may bid for and purchase any or all portion of the Leasehold Estate and, upon compliance with the terms of the sale and applicable law, may hold, retain, and possess and dispose of such property in its own absolute right without further accountability. Upon any foreclosure sale,the Mortgagee may apply any or all of the Obligations toward the purchase price. (g)Mortgagor agrees,to the full extent permitted by law,that upon the occurrence of a Default,neither Mortgagor nor anyone claiming through or under it shall set up,claim,or seek to take advantage of any appraisement, valuation, stay, or extension laws or any so-called "Moratorium Laws," now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this Mortgage,or the absolute sale of the Leasehold Estate,or the final and absolute putting into possession of the Leasehold Estate, immediately after such sale, of the purchaser thereat,and Mortgagor,for itself and all who may at any time claim through or under them,hereby waives, to the full extent that it may lawfully so do, the benefit of all such laws, and any and all right to have the assets comprising the Leasehold Estate marshaled upon any foreclosure of the lien of this Mortgage and agrees that Mortgagee, or any court having jurisdiction to foreclose the lien, may sell the Leasehold Estate in part or as an entirety. To the full extent permitted by law, Mortgagor waives any and all rights of reinstatement,and any and all rights of redemption pursuant to Section 5/15-1601 of the Illinois Code of Civil Procedure or under any other applicable statutory or common law on their own behalf and on behalf of each and every person,acquiring any interest in or title to the Leasehold Estate subsequent to the date of this Mortgage. Mortgagor agrees, to the extent permitted by law, that no recovery of any judgment by Mortgagee, and no attachment or levy of execution upon any of the Leasehold Estate or any other property of Mortgagor, shall in any way affect the lien of this Mortgage upon the Leasehold Estate, or any part of the Leasehold Estate, or any lien, rights, powers, or remedies of Mortgagee under this Mortgage, but the lien, rights,powers,and remedies shall continue unimpaired as before, until the Obligations are paid in full. (h) Nothing herein contained shall be construed as constituting Mortgagee a "mortgagee in possession"in the absence of the taking of actual possession of the Leasehold Estate by Mortgagee. 11 (i) The exercise of any of Mortgagee's rights and remedies hereunder shall not disturb Lessor's fee simple ownership of the Real Estate. 18. Acquisition of Fee Interest. In the event Mortgagor acquires the fee interest in the Real Estate,either pursuant to the terms of the Lease or otherwise,this Mortgage shall continue in full force and effect against the Leasehold Estate until its release of record, and this Mortgage shall become and remain a valid first fee mortgage lien on the Real Estate. 19. No Waiver. No delay or omission of Mortgagee to exercise any right, power, or remedy accruing upon and during the continuance of any Default shall exhaust or impair any right,power,or remedy,or be construed to waive any Default or to constitute acquiescence therein. Every right, power, and remedy given to Mortgagee may be exercised from time to time and as often as deemed expedient by Mortgagee. No waiver of any Default under this Mortgage shall extend to or affect any subsequent Default or any other Default then existing,or impair any rights, powers, or remedies consequent. If Mortgagee (without limitation): (a) grants forbearance or an extension of time for the payment of any sums secured by this Mortgage; (b) takes other or additional security for the payment of sums secured by this Mortgage; (c) waives or does not exercise any right granted in the Note or this Mortgage; (d) releases any part of the Leasehold Estate from the lien of this Mortgage; (e) consents to the filing of any map, plat, or replat of the land; (f) consents to the granting of any easement on the land; or (g) makes or consents to any agreement changing the terms of this Mortgage or subordinating the lien or any charge of this Mortgage,no such act or omission shall otherwise release,discharge,modify,change,or affect the Obligations. No such act or omission shall preclude Mortgagee from exercising any right, power, or privilege granted in this Mortgage or intended to be granted upon the occurrence of any Default then existing or upon the subsequent occurrence of any Default,nor shall the lien of this Mortgage be altered, except to the extent of any releases as described in subparagraph (d), above, of this Section. 20. Remedies Not Exclusive. No right, power, or remedy conferred upon or reserved to Mortgagee by the Note or this Mortgage is exclusive of any other right, power, or remedy,but each and every such right,power,and remedy shall be cumulative and concurrent and shall be in addition to every other right, power, and remedy given under this Mortgage,the Note, or any document in connection with this Mortgage now or hereafter existing,or at law or in equity. 21. Default Rate. If a Default shall have occurred that remains uncured, principal and interest under the Note and all other outstanding and unpaid Obligations shall bear interest at the Default Rate (as such term is defined in the Note). 22. Severability. In the event that any of the covenants, agreements, terms, or provisions contained in the Note or this Mortgage shall be invalid, illegal,or unenforceable in any respect,the validity of the remaining covenants,agreements,terms,or provisions contained in this Mortgage or in the Note shall be in no way affected, prejudiced, or disturbed. 23. Modifications to this Mortaaee. Neither this Mortgage nor any term of this Mortgage may be changed,waived, discharged, or terminated orally, or by any action or inaction, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought. Any agreement hereafter made by Mortgagor and 12 Mortgagee relating to this Mortgage shall be superior to the rights of the holder of any intervening, junior,or subordinate lien or encumbrance. 24. Governing Law. This Mortgage shall be construed, interpreted, enforced, and governed by and in accordance with the internal laws(as opposed to the conflict of laws principles) of the State of Illinois. 25. Further Assurances. At any time and from time to time, upon the Mortgagee's request,Mortgagor shall make,execute,and deliver,or cause to be made,executed,and delivered, to Mortgagee,and where appropriate shall cause to be recorded,registered,or filed,and from time to time thereafter to be re-recorded, re-registered, and re-filed at such time and such offices and places as shall be deemed desirable by Mortgagee, any and all further mortgages, instruments of further assurance, certificates, and other documents as the Mortgagee may consider necessary or desirable in order to effectuate,complete,or perfect,or to continue and preserve the obligations of Mortgagor under the Note and this Mortgage, and the lien of this Mortgage as lien and security interest upon all of the Leasehold Estate,whether now owned or hereafter acquired by Mortgagor, and unto all and every person or persons deriving any estate, right, title, or interest under this Mortgage. Upon any failure by Mortgagor to do so,after having been requested to do so in writing by Mortgagee,Mortgagee may make,execute,record,register,file,re-record,re-register,or re-file any and all such mortgages, instruments, certificates, and documents for and in the name of Mortgagor, and Mortgagor hereby irrevocably appoints Mortgagee the agent and attorney-in-fact of Mortgagor(which agency is coupled with an interest) to do so. The lien and security interest of the document(s) shall automatically attach, without further act, to all after-acquired property attached to and/or used in the operation of the Leasehold Estate or any part of the Leasehold Estate. Without limitation of the foregoing, Mortgagee shall have the right to file and continue UCC financing statements from time to time to perfect its security interest in any personal property granted herein. 26. Time is of the Essence. It is specifically agreed that time is of the essence of each and every provision of the Note and this Mortgage. 27. Notices. All notices, requests, and demands to be made under this Mortgage shall be in writing and given in accordance with the terms of the Note. 28. Construction Mortgage. To the extent construction is performed on the Leasehold Estate,this Mortgage shall be a construction mortgage,as that term is defined in Section 9-334(h)of the Uniform Commercial Code,as adopted by the State of Illinois. As to any property encumbered hereby which is or hereafter becomes a"fixture"under applicable law,this Mortgage shall constitute a fixture filing under the Illinois Uniform Commercial Code. Mortgagor and Mortgagee intend that this Mortgage shall secure the unpaid balance of loan advances made pursuant to the Promissory Note by the holder hereof after this Mortgage is delivered to the applicable County Recorder for recording to the fullest extent and with the highest priority contemplated by applicable law. 29. Maximum Principal Indebtedness. This Mortgage secures a maximum principal indebtedness of$1,345,000.00. 13 30. Successor and Assigns; Joint and Several Liability. This Mortgage and all its provisions, shall extend to and be binding upon Mortgagor and its successors and assigns, all persons claiming under or through Mortgagor, and the word "Mortgagor" when used in this Mortgage shall include a trustee in bankruptcy and all such persons and all persons otherwise liable for the payment of the Obligations or any part of the Obligations,whether or not such persons have executed the Note or this Mortgage. Nothing contained in this Section shall be deemed to permit any Transfer. The word"Mortgagee"when used in this Mortgage shall include the successors and assigns of Mortgagee named in this Mortgage and the holder or holders, from time to time, of the Note secured by this Mortgage. If more than one person or entity has executed this Mortgage as "Mortgagor,"then the obligations of all of such persons and entities shall be joint and several. 31. Interest of Lessor. Notwithstanding any provision to the contrary contained in this Mortgage, this Mortgage is and shall be subject and subordinate to all rights and interests of Lessor, and this Mortgage shall be an encumbrance and lien only on the Mortgagor's interest in the Lease and the leasehold estate and not on the Lessor's fee interest in the Real Estate. This Mortgage is further subject to the terms of the Lease and Mortgagee is not acquiring any rights greater than those of Mortgagor. In the event of any conflict between the provisions of this section and any other provision of this Mortgage,the provisions of this section shall supersede and control. [the rest of this page intentionally left blank] 14 WITNESS the hand and seal of Mortgagor as of the day and year first above written. ELGIN CHARTER SCHOOL INITIATIVE By: Name: Its: STATE OF ILLINOIS ) ) SS. COUNTY OF ) I,the undersigned,a Notary Public in and for the County and State aforesaid,DO HEREBY CERTIFY that , personally known to me to be the of ELGIN CHARTER SCHOOL INITIATIVE,an Illinois not for profit corporation,appeared before me this day in person and acknowledged that, as such , he/she signed and delivered such instrument as his/her free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. Given under my hand and official seal,this day of , 2018. Notary Public My Commission Expires: FALegal DeptWgreement\Leasehold Mortgage-Elgin Charter School-Clean 7-20-18.docx 15 EXHIBIT A Legal Description That part of the South Half of Section 35,Township 42 North,Range 8 East of the Third Principal Meridian, described as follows: Commencing at the South Quarter corner of said Section 35; thence South 88 degrees 39 minutes 03 seconds West along the South line of the Southwest Quarter of said Section 35, 491.15 feet to the intersection of the South line of the Southwest Quarter of said Section 35 with the East line of Duncan Avenue, (per dedication by Document No. 804859, recorded June 1, 1944);thence Northerly and Northwesterly along said Easterly right of way,being on a curve to the left, having a radius of 3581.20 feet, an arc distance of 839.08 feet to a point of tangency,(the chord of the last described curve bearing North 06 degrees 49 minutes 19 seconds West, 837.16 feet),thence North 13 degrees 32 minutes 03 seconds West along said Easterly right of way line, 67.88 feet ; thence North 84 degrees 52 minutes 29 seconds East, 140.97 feet;thence North 52 degrees 03 minutes 20 seconds East, 176.22 feet ; thence North 48 degrees 22 minutes 34 seconds East, 343.23 feet; thence North 88 degrees 20 minutes 11 seconds East, 61.62 feet; thence North 54 degrees 49 minutes 17 seconds East, 76.54 feet; thence South 66 degrees 20 minutes 52 seconds East, 131.64 feet;thence North 62 degrees 21 minutes 11 seconds East, 130.23 feet;thence South 74 degrees 23 minutes 22 seconds East, 234.22 feet to the Point of Beginning; thence South 61 degrees 13 minutes 52 seconds West, 194.78 feet; thence South 28 degrees 36 minutes 58 seconds West, 133.10 feet; thence South 61 degrees 53 minutes 03 seconds East, 166.93 feet; thence North 32 degrees 50 minutes 52 seconds East, 81.95 feet; thence South 66 degrees 24 minutes 46 seconds East, 262.02 feet;thence South 19 degrees 18 minutes 55 seconds East, 155.0 feet; thence South 48 degrees 31 minutes 15 seconds West, 30.95 feet; thence South 86 degrees 08 minutes 03 seconds West, 71.99 feet; thence North 58 degrees 01 minutes 04 seconds West, 146.0 feet;thence South 71 degrees 02 minutes 03 seconds West, 30.0 feet; thence South 07 degrees 00 minutes 59 seconds West, 106.90 feet thence South 54 degrees 59 minutes 14 seconds West, 183.24 feet thence South 04 degrees 59 minutes 21 seconds West, 171.62 feet thence South 84 degrees 59 minutes 51 seconds East, 143.28 feet thence South 08 degrees 11 minutes 15 seconds West, 51.89 feet thence South 27 degrees 04 minutes 30 seconds West, 40.54 feet thence South 63 degrees 00 minutes 28 seconds East, 95. 77 feet thence South 71 degrees 22 minutes 24 seconds East, 135.32 feet thence South 51 degrees 05 minutes 49 seconds West, 153.65 feet thence South 02 degrees 03 minutes 09 seconds East, 115.0 feet to the South line of the Southeast Quarter of said Section 35; thence North 88 degrees 26 minutes 07 seconds East along said South line, 566.35 feet to the Westerly right of way of State Route No. 25, per dedication recorded October 19, 1928 as Document No. 314339 in Book 879, Page 473; thence North 30 degrees 36 minutes 24 seconds East,66.49 feet to a point of curve;thence continuing Northeasterly along said Westerly right of way line, being on a curve to the left, having a radius of 17,138.76 feet,an arc distance of 623.18 feet'(the chord of the last described curve bearing North 29 degrees 33 minutes 54 seconds East, 623.15 feet), to a point of compound curve; thence continuing Northeasterly along said Westerly right of way line, being on a curve to the left, having a radius of 3,353.83 feet, an arc distance of 94.08 feet'(the chord of the last described curve bearing North 27 degrees 43 minutes 12 seconds East, 94.08 feet); thence North 78 degrees 56 minutes 40 seconds West,318.70 feet;thence North 45 degrees 12 minutes 48 seconds West,9.28 feet;thence South 61 degrees 50 minutes 58 seconds West, 161. 75 feet; thence South 86 degrees 56 minutes 31 seconds West, 193.81 feet; thence South 85 degrees 05 minutes 24 seconds West, 110.99 feet; 16 thence North 58 degrees 01 minutes 04 seconds West, 82.31 feet to the Point of Beginning; containing 13.6968 acres, in the City of Elgin, Kane County, Illinois. Portion of P.I.N. 03-35-400-013 Commonly known as 1600 Dundee Avenue,Elgin IL 17