Exhibit B

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WA 15266486.4  
When recorded, return to: 
Office of the City Clerk 
City of Glendale, Arizona 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
 
GOVERNMENT PROPERTY IMPROVEMENTS LEASE 
THIS GOVERNMENT PROPERTY IMPROVEMENTS LEASE (the “Lease”) is entered into as 
of _______________, 2020 (the “Effective Date”), by and between the CITY OF GLENDALE, ARIZONA, 
an Arizona municipal corporation (the “Lessor” or the “City”), and ECL GLENDALE, LLC an Arizona 
limited liability company (“Lessee or the “Company”).  Lessor and Lessee may be referred to in this Lease 
individually as a “Party” or collectively as the “Parties.” 
RECITALS 
A. 
Lessee is the owner of approximately 48-acres of vacant real property (“Lessee’s 
Property”) located generally between AZ Loop 101 and N. 95th Ave., south of Cardinal’s Way, and more 
particularly and legally described on Exhibit A, together with all rights and privileges appurtenant thereto.  
Lessee’s Property does not currently contain any improvements such as utilities or other infrastructure. 
B. 
The City and the Company have executed and delivered a Development Agreement dated 
____________, 2020, (“Development Agreement”), whereby Lessee will develop, construct and operate  a 
, mixed-use destination containing specialty retail, restaurants, hospitality, class A offices, and live 
entertainment venues, all surrounding a public access Lake, as more fully described in the Development 
Agreement.   
C. 
The Development Agreement contemplates that following the construction of the 
improvements as provided in the Development Agreement, that portion of the Lessee’s Property containing 
the Improvements more particularly and legally described on Exhibit B (the “Land”), and any Improvement 
thereon, will be conveyed to City in order to be leased back to Company. 
D. 
Once the Land and any Improvement thereon are conveyed to and owned by the City, the 
Parties agree that such Premises (as defined herein) shall be leased to Lessee on the terms and conditions 
set forth in this Lease. 
E. 
It is intended by Lessor and Lessee that this Lease be subject to the provisions of A.R.S. § 
42-6201 et seq.   
F. 
It is intended by Lessor and Lessee that Lessor is a “Government Lessor” as defined in 
A.R.S. § 42-6201. 
G. 
It is intended by Lessor and Lessee that the Improvements on the Land, whether presently 
existing or to be constructed in accordance with the Development Agreement, are intended to be 
Government Property Improvements for all purposes as defined in A.R.S. § 42-6201.  The Parties 
acknowledge that the Land is NOT located in a redevelopment area NOR within the single central business 
district of the City of Glendale.   
H. 
Pursuant to A.R.S. § 42-6206, prime lessees have an obligation to pay an excise tax unless 
it is exempt from the tax pursuant to A.R.S. § 42-6208.   It is intended by Lessor and Lessee that areas of

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the Land as developed and conveyed to the City constitute “Exempt Government Property Improvements” 
used primarily for athletic, recreational, entertainment, artistic, cultural or convention activities, along with 
associated viewing spaces, and those activities directly related and incidental to these uses, including 
concession stands as set forth in A.R.S. § 42-6208(4). 
LEASE 
1. 
Definitions. 
For the purposes of this Lease, the following words shall have the definition and meaning set forth 
in this Lease: 
(a) 
“Default Rate” means a rate of interest equal to five percent (5%) per annum. 
(b) 
“Force Majeure” means as defined in the Development Agreement. 
(c) 
“Improvements” means all Buildings, structures, fixtures or other tangible changes 
to the Land, above-ground and underground structures constructed or installed on the Land, including, 
without limitation, electrical, mechanical, and telecommunications equipment; conduits; stormwater 
detention/retention; pipes; parking areas; private roadways; sidewalks; and landscaping. Improvements 
specifically exclude any public infrastructure that is dedicated to, and accepted by, the City or any public 
utility provider, for public use.   
(d) 
“Land” means as defined in Recital C, and as legally described in Exhibit B, as it 
may be amended from time to time pursuant to Section 23(D).   
(e) 
“Lender” means any lender of Lessee or its sublessees which have provided 
financing for the Land and/or the Improvements.   
(f) 
 “Permitted Mortgage” means any mortgage or deed of trust that constitutes a lien 
upon this Lease, the leasehold estate hereby created, or all (or any portion of) Lessee’s interest in the 
Premises, and which complies with the requirements of Section 20.  
(g) 
“Permitted Mortgagee” means the beneficiary, secured party or mortgagee under 
any Permitted Mortgage, and its successors and assigns and purchasers at any foreclosure sale.   
(h) 
“Premises” means the Land and any Improvement thereon as developed and 
described in Exhibit B, and as it may be amended from time to time pursuant to Section 23(D).   
(i) 
 “Rental Period” means the period beginning on the Commencement Date and 
ending twenty-five (25) years thereafter. 
(j) 
“Third Party” means any person other than Lessor or Lessee.   
(k) 
“Work” means any repair, alteration, restoration, replacement, or rebuilding, 
including temporary repairs to protect the public, to protect any Improvement from further damage or to 
return all or a portion of the Premises to its prior use. 
2.  
Lease of the Premises.

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A. 
Premises. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, upon and 
in consideration of the terms and conditions contained in this Lease:  (i) the surface and subsurface rights on and 
above the Land, and (ii) all Improvements presently situated on the Land, or which may be constructed on the Land 
hereafter by Lessee in accordance with the Development Agreement (collectively, “Premises”); subject, however, 
to: 
(1) 
All covenants, restrictions, easements, agreements, and reservations of 
record. 
(2) 
Present and future building restrictions and regulations, zoning laws at the 
time the permit is applied for, ordinances, resolutions and regulations of the municipality in which the Land 
lies and all present and future ordinances, laws, regulations and orders of all boards, bureaus, commissions, 
and bodies of any municipal, county, state, or federal authority, now or hereafter having jurisdiction. 
(3) 
The condition and state of repair of the Premises as the same may be as of 
the Commencement Date as defined below. 
(4) 
Any public easements granted to the City. 
(5) 
The Development Agreement. 
B. 
Condition of Premises.  Subject to Section 2(A), the Premises are being leased to 
Lessee in their AS-IS, WHERE-IS condition, with no representation or warranty of any nature from the 
Lessor.  Lessee acknowledges that it has designed and constructed the Improvements, and has owned the 
Land and Improvements prior to their conveyance to Lessor, and by executing this Lease and entering onto 
the Premises, accepts the Premises in their AS-IS, WHERE-IS condition and unconditionally releases 
Lessor from any liability with respect to the condition of the Premises. 
C. 
Term.  The Term of this Lease (“Term”) shall commence on the date the last party 
signs this Lease (“Commencement Date) and shall expire at 12:00 a.m. (midnight) on the last day of the 
Rental Period, unless this Lease is sooner terminated as herein provided. Upon the expiration or earlier 
termination of this Lease for any reason, including, without limitation, a default by Lessee, Lessor will 
convey title to the Premises to Lessee pursuant to Section 26.  At any time, Lessee may terminate this Lease 
by written notice to Lessor, subject to Lessee’s obligations of indemnity that survive the termination of this 
Lease, in which event the Land and Improvements will be conveyed to Lessee by Lessor pursuant to Section 
26. 
3. 
Rent.  
A. 
Rent.   
(1) 
Annual Rent.  Lessee will pay to Lessor, during the Term of this Lease 
annual rental (“Rent”) in the amount of $120.00. The amount of Rent reflects the entire cost of construction 
of the Improvements, tangible benefits to be received by the Lessor as a result of Lessee’s performance 
under the Development Agreement, including enhanced timely economic activity, rather than fair market 
rental value, and the Lessor’s policy and desire to provide additional entertainment and recreational 
opportunities and amenities near the Westgate entertainment district.  
(2) 
Annual Installments.  Unless Lessee chooses to prepay the annual Rent 
amount for the entire Term of this Lease, Rent will be paid in annual installments, in advance, commencing 
on the Commencement Date, and on each anniversary of the Commencement Date, during the Term.  Any

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WA 15266486.4  
Rent pre-paid to the City as provided herein shall not be repaid or refunded to Lessee upon any early 
termination of this Lease. 
(3) 
Other Payments and Obligations.  Rent will be paid in addition to all of 
the other payments to be made by Lessee and other obligations to be performed by Lessee, as hereinafter 
provided. 
B. 
Non-Subordination.  Lessor’s interest in this Lease, as the same may be modified, 
amended or renewed, will not be subject or subordinate to: (a) any mortgage now or hereafter placed upon 
Lessee’s interest in this Lease or the Premises; or (b) any other liens or encumbrances hereafter affecting 
Lessee’s interest in this Lease or the Premises. 
C. 
No Release of Obligations.  Except as provided in this Lease, no happening, event, 
occurrence, or situation during the Rental Period, whether foreseen or unforeseen, and however 
extraordinary (including, without limitation, Lessee’s failure, refusal, or inability for any reason to construct 
additional Buildings or Improvements) shall permit the Lessee to:  (i) quit or surrender the Premises or this 
Lease;   (ii) relieve the Lessee of its liability to pay the Rent and Additional Payments and other charges 
under this Lease; or (iii) relieve the Lessee of any of its other obligations under this Lease (including, but 
not limited to, Lessee’s obligation to indemnify Lessor).   
4. 
Additional Payments.  Lessee shall pay (“Additional Payments”) during the Term hereof, 
without notice and without abatement, deduction or setoff, before any fine, penalty, interest, or cost may be 
added thereto, or become due or be imposed by operation of law for the nonpayment thereof, the following: 
A. 
Impositions.  Lessee shall pay all sums, impositions, costs, expenses and other 
payments and all taxes (including [i] personal property taxes; [ii] taxes on rents, leases or occupancy, if 
any; [iii] ad valorem and similar taxes and assessments, if any; and [iv] any and all government property 
improvement lease excise tax or other similar tax), assessments, special assessments, enhanced municipal 
services district assessments, water and sewer fees, rates and charges, charges for public utilities, excises, 
levies, licenses, and permit fees, and other governmental or quasi-governmental charges, general and 
special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which, at 
any time during the Term hereof may be assessed, levied, confirmed, imposed upon, or grow or become 
due and payable out of or with respect to, or become a lien on, the Premises or any part thereof, or any 
appurtenances thereto, any use or occupation of the Premises, or such franchises as may be appurtenant to 
the use of the Premises (all of which are sometimes herein referred to collectively as “Impositions” and 
individually as an “Imposition”).   
B. 
Government Property Lease Excise Tax.  As required under Arizona Revised 
Statutes Section 42-6206, Lessee is hereby notified of its potential tax liability under the Government 
Property Lease Excise Tax provisions of Arizona Revised Statutes, Section 42-6201, et seq (“GPLET”). 
Failure of Lessee to pay the tax after notice and an opportunity to cure is an Event of Default that could 
result in the termination of Lessee’s interest in this Lease and of its right to occupy the Premises.  Upon the 
expiration or earlier termination of this Lease for any reason, including, without limitation, an Event of 
Default by Lessee, Lessor will convey title to the Premises to Lessee pursuant to Section 26.  
Notwithstanding the foregoing, or any other term of this Lease (including, but not limited to, the Recitals 
to this Lease), Lessor does not represent, warrant or guarantee that the benefits provided by GPLET, 
including but not limited to any abatement of GPLET during any portion of the Term, will be available or 
in effect at any time during the Term. The benefits provided by GPLET are not a condition to the 
effectiveness of this Lease or Lessee’s obligations under this Lease; and the nonexistence or failure of 
GPLET to be maintained, or any changes in or amendments to, GPLET, will not be a default by Lessor. In 
the event that (for any reason, including but not limited to legislative action taken by the Arizona Legislature

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or a decision from an Arizona court of competent jurisdiction) GPLET is no longer available, or the 
provisions of GPLET are modified to the extent that Lessee believes that this Lease no longer provides the 
benefits intended by Lessee, in Lessee’s sole discretion, then Lessee may terminate this Lease, subject to 
Lessee’s obligations of indemnity that survive the termination of this Lease, in which event the Land and 
Improvements will be conveyed to Lessee by Lessor pursuant to Section 26. 
5. 
Insurance.   
A. 
Lessee’s Obligation to Insure.  Lessee, at its sole expense, shall at all times during 
the Term maintain in full force a policy or policies of comprehensive liability insurance, including  real and 
personal property damage, written by one or more responsible insurance companies licensed to do business 
in the State of Arizona.  Each policy shall be written on an occurrence basis, and name the Lessor as an 
additional insured.  The policies must also insure Lessee and Lessor against liability for injury to persons, 
including claims for death of any person or persons occurring in, on or about the Premises, or arising out 
of Lessee's maintenance, use and occupancy thereof. All public liability and personal property damage 
policies shall contain a provision that Lessor, named as an additional insured, shall be entitled to recovery 
under the policies for any loss occasioned to it, its agents, contractors, employees and elected officials by 
reason of the negligence or wrongdoing of Lessee, its servants, agents and employees or sublessees. Further, 
the policies shall provide that their coverage is primary over any other insurance coverage available to 
Lessor, its agents, contractors, employees and elected officials. All policies of insurance delivered to Lessor 
must contain a provision that the company writing the policy shall give to Lessor thirty (30) days’ notice in 
writing in advance of any cancellation or lapse, or the effective date of any reduction in the amounts of 
insurance. 
B. 
The insurance as described in Section 5(A) above shall afford protection not less 
than $2,000,000 in combined single limits for bodily injury and property damage and each liability policy 
shall be written on an occurrence basis; provided, however, that the minimum amount of coverage for the 
above shall be adjusted upward on Lessor's reasonable request so that such respective minimum amounts 
of coverage shall not be less than the amounts then required by statute or generally carried on similarly 
improved real estate in the County herein described, whichever is greater. If at any time Lessee fails, 
neglects or refuses to cause such insurance to be provided and maintained, then Lessor may, at its election, 
procure or renew such insurance and any amounts paid therefor by Lessor shall be an additional amount 
due within 30 days.   
C. 
Blanket Policy. Notwithstanding anything to the contrary in this Article, Lessee's 
obligations to carry the insurance provided for herein may be brought within the coverage of a so-called 
blanket policy or policies of insurance maintained by Lessee, provided, however, that the coverage afforded 
Lessor will not be reduced by reason of the use of such blanket policy of insurance. 
D. 
Copies. Evidence of policies required by this Article shall be delivered to Lessor 
prior to Lessee's occupancy of the Premises. At Lessor’s request, Lessee will provide copies of such 
policies.  Lessee shall provide Lessor with a current certificate of insurance and at Lessor's request provide 
proof of payment.   
6. 
Lessor’s Performance for Lessee.  If Lessee fails to pay any Imposition or make any other 
payment required to be made under this Lease or shall default in the performance of any other covenant, 
agreement, term, provision, limitation, or condition herein contained, following any applicable Notice 
required by Section 14, Lessor may, without being under any obligation to do so and without thereby 
waiving such default, make such payment or remedy such other default for the account and at the expense 
of Lessee, immediately and without notice.

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7. 
Uses and Maintenance.   
A. 
Absence of Warranties.  Lessee, as the prior owner of the Land and the party that 
constructed (or caused the construction of) the Improvements, now leases the Premises after a full and 
complete examination thereof, as well as the title thereto and knowledge of its present uses and all 
restrictions on use. Lessee accepts the Premises in the condition or state in which they exist as of the 
Commencement Date without any representation or warranty, express or implied in fact or by law, by 
Lessor and without recourse to Lessor, as to the title, the nature, condition, or usability of the Premises or 
the use or uses to which the Premises or any part thereof may be put.   
B. 
Permitted Uses.  Lessee agrees that it shall use the Premises only for those purposes 
and uses described in the Development Agreement. 
C. 
Maintenance, Repairs, and Indemnity.  Lessee, at its sole cost and expense, shall 
maintain and keep the Premises in commercially acceptable order, which shall include without limitation 
compliance with all Applicable laws. It is the intent of Lessor and Lessee that this Lease be an “absolute 
net lease” to Lessor, with Lessor having no obligation during the Term for the maintenance, repair or 
replacement of the Premises. Lessee shall indemnify, defend, pay and hold Lessor harmless for, from and 
against any and all Claims, upon or arising out of any accident, injury, or damage to any person or property 
occurring in or upon the Premises, in accordance with Section 11.  The provisions of this Section 7(C), 
however, will not apply to Claims caused solely by the gross negligence or willful action of the Lessor 
Indemnified Parties.   
D. 
Alterations.  During the Term, Lessee, without the consent or approval of Lessor, 
may erect structures, make any improvements, or do any other construction work on the Premises or alter, 
modify, or make additions, improvements, or repairs to or replacements of any structure, now existing or 
built at any time during the Term hereof, or install any fixtures in the Premises; provided, however, that 
nothing in this Section 7(D) in any way modifies, alters or waives Lessee’s obligation to comply with all 
Applicable Laws and to obtain all required permits, inspections and approvals.  Lessee will provide notice 
to Lessor of such Alterations at least once every three months. 
E. 
Easements, Dedications and Other Matters.  At the written request of Lessee, and 
to the extent required by Lessor as holder of the fee interest in the Premises, Lessor shall dedicate or initiate 
a request for dedication to public use of any portion of the Premises owned by Lessor located within any 
roads, alleys or easements to the appropriate governmental authority.  Lessor also agrees to cooperate with 
the subdivision of all or any portion of the Premises; execute (or participate in a request for initiation by 
the appropriate commission or department of) petitions seeking a change in zoning for all or a portion of 
the Premises; consent to the making and recording, or either, of any map, plat, site plan, condominium 
documents, construction, operation, and reciprocal easement agreement, declaration of covenants, 
conditions and restrictions, or other instrument of or relating to the Land or Premises or any part thereof; 
join in granting any easements on the Land or Premises; and execute and deliver (in recordable form where 
appropriate) all other instruments and perform all other acts reasonably necessary or appropriate to the 
development, subdivision, entitlement, construction, demolition, redevelopment or reconstruction of the 
Premises; provided, however, that all such requests of Lessee will be in compliance with all Applicable 
Laws, and all such acts requested of Lessor will be free from any cost or expense to Lessor, or in the event 
that there are costs and expenses caused by request of Lessee, Lessee is responsible for such costs and 
expenses.   
8. 
Compliance with Applicable Laws.

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WA 15266486.4  
A. 
Lessee Obligations.  Lessee shall timely assume and perform any and all 
obligations of Lessor under any covenants, easements, and agreements affecting the title to the Premises 
and shall diligently comply with, at its own expense during the Term hereof, all Applicable Laws 
concerning the Premises or any part thereof, or the use thereof, whether or not such Applicable Laws require 
the making of structural alterations or the use or application of portions of the Premises for compliance 
therewith or interfere with the use and enjoyment of the Premises, the intention of the parties being with 
respect thereto that Lessee, during the Term hereby granted, shall discharge and perform all the obligations 
of Lessor, as well as all obligations of Lessee, arising as aforesaid, and indemnify, defend, pay and hold 
Lessor harmless for, from and against all such matters, so that at all times the Net Rent of the Premises shall 
absolutely be net to the Lessor without deduction or expenses on account of any such law, act, rule, 
requirement, order direction, ordinance and/or regulation whatever it may be. 
B. 
Certificate of Occupancy.  Lessee, at its sole cost and expense, shall diligently 
obtain any certificate of occupancy with respect to the Premises which may at any time be required by any 
governmental agency having jurisdiction thereof, including Lessor. 
9. 
Ownership and Operation of Premises. 
A. 
Ownership of Improvements.   
During Term.  During the Term, title to the Premises is vested in Lessor free and 
clear of all monetary liens, claims, and encumbrances, except current taxes and assessments, if any. 
B. 
Lessee’s Management and Operating Covenant.  During the Term, Lessee shall 
manage and operate (or cause to be managed and operated) the Premises in accordance with all Applicable 
Laws. 
10. 
Impairment of Lessor’s Title.   
A. 
No Liens.  Lessee shall not create, or suffer to be created or to remain, and shall 
promptly discharge, any mechanics’, laborer’s, or materialman’s lien which might be or become a lien, 
encumbrance, or charge upon the Premises or any part thereof or the income therefrom (a “Mechanics’ 
Lien”). Lessee also will not suffer any other matter or thing arising out of Lessee’s use and occupancy of 
the Premises whereby the estate, rights, and interests of Lessor in the Premises or any part thereof might be 
diminished or impaired. 
B. 
Discharge.  If any Mechanics’ Lien shall at any time be filed against the Premises 
or any part thereof, Lessee, within thirty (30) days after notice of the filing thereof, shall cause such 
Mechanics’ Lien to be discharged of record by payment, deposit, bond, order of a court of competent 
jurisdiction or otherwise. Lessee shall notify Lessor in writing of its action to either satisfy or contest the 
Mechanics’ Lien. 
C. 
Contest.  Lessee, if it shall so desire, and at its sole cost and expense, may contest 
the validity or amount of any Mechanics’ Lien, in which event, Lessee may defer the payment thereof 
during the pendency of such contest. In the event such Mechanics’ Lien is not extinguished as a result of 
such contest, Lessee will discharge the Mechanic’s Lien in accordance with Section 10(B). 
11. 
Indemnification of Lessor. 
A. 
Indemnification.  Lessee shall indemnify, defend, pay and hold Lessor and its 
Council members, officers, employees, and agents (including Lessor, collectively, “Lessor Indemnified

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WA 15266486.4  
Parties”) harmless for, from, and against (collectively, “Indemnify”) any and all claims, liabilities, suits, 
obligations, fines, damages, penalties, claims, costs, losses, demands, lawsuits, actions, charges and 
expenses, of any nature including but not limited to property damage, personal injury and wrongful death, 
alleged by Third Parties  (collectively, “Claims”), which may be imposed upon, incurred by or asserted 
against Lessor (and/or the other Lessor Indemnified Parties) in Lessor’s capacity as the owner of the 
Premises or as Lessor under this Lease, that arise (or are alleged to arise) in whole or in part out of: (1) any 
act or omission of Lessee or any of its contractors, agents, employees, sublessees, or invitees (collectively, 
“Lessee’s Premises Users”) in or on the Premises; (2) the use or occupancy of the Premises by Lessee or 
Lessee’s Premises Users; or (3) the failure by Lessee or Lessee’s Premises Users to comply with or fulfill 
its obligations required by this Lease or Applicable Laws.  Subject to Section 11(B) below, such obligation 
to Indemnify shall extend to and encompass all costs incurred by Lessor Indemnified Parties in defending 
against the Claims, including but not limited to attorney, witness and expert fees, and all other litigation-
related expenses. Notwithstanding the foregoing, Lessee’s obligation to Indemnify pursuant to this Section 
11 does not extend to Claims attributable to the sole exclusive negligence or willful action of the Lessor 
Indemnified Parties.   
B. 
Promptly after Lessor receives written notice of any pending or threatened 
litigation against Lessor that may be subject to Lessee’s indemnity obligations under this Section 11(B), 
Lessor will deliver a copy of such written notice to Lessee and Lessor will tender sole control of the 
indemnified portion of the legal proceeding to Lessee, but Lessor shall have the right to approve counsel, 
which approval shall not be unreasonably withheld or delayed. Lessor’s failure to deliver written notice to 
Lessee within a reasonable time after Lessee receives notice of any such claim shall relieve Lessee of any 
liability to the Lessor under this indemnity only if, and to the extent that, such failure is prejudicial to 
Lessee’s ability to defend such action.  Lessor may not settle, compromise, stipulate to a judgment, or 
otherwise take any action that would adversely affect Lessee’s right to defend the claim without the express 
written consent of Lessee. 
C. 
The provisions of this Section 11 shall survive the expiration or earlier termination 
of this Lease for a period of two (2) years or any applicable statute of limitations under Arizona law, 
whichever is later, although Lessee will indemnify Lessor for any Claims that relate to events that occurred 
while the Agreement was in effect and the applicable statute of limitations had not expired.   
12. 
Damage or Destruction. 
A. 
Lessee Repair and Restoration.  If, at any time during the Term, the Premises (or 
any part thereof) shall be damaged or destroyed by fire or other Act of God, Lessee may elect in writing 
within ninety (90) days after such damage or destruction, either: (i) to continue this Lease in full force and 
effect, and Lessee, at Lessee’s sole cost and expense, may, but shall not be obligated to, rebuild or repair 
the portion of the Premises so damaged or destroyed (subject in all events to Lessor’s right to terminate this 
Lease as set forth in Section 12(D)); or (ii) to terminate this Lease with respect to the portion of the Premises 
so damaged or destroyed as Lessee may elect. Lessor and Lessee agree that the provisions of A.R.S. § 33-
343 shall not apply to this Lease. In the event that Lessee elects to repair or rebuild the Improvements on 
the portion of the Land it previously occupied, any such repair or rebuilding shall be performed at the sole 
cost and expense of Lessee. If there are insurance proceeds resulting from such damage or destruction, as 
between Lessor and Lessee, Lessee shall be solely entitled to such proceeds, whether or not Lessee rebuilds 
equivalent Improvements or repairs the Improvements to return them to the substantially same use.  
Anything herein to the contrary notwithstanding, Lessee shall immediately undertake any Work necessary 
to protect the public from any actual or potential harm caused by the current condition of the Premises. 
B. 
Notwithstanding Section 12(A), if, at any time during the Term, the Lake (or any 
part thereof) shall be damaged or destroyed by fire or other occurrence of any kind or nature, ordinary or

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WA 15266486.4  
extraordinary, foreseen or unforeseen, Lessee shall repair or rebuild the Lake at the sole cost and expense 
of Lessee.  
C. 
Payment of Insurance Proceeds.  As between Lessor and Lessee, all insurance 
proceeds on account of such damage or destruction under the policies of insurance provided for in Section 
5 or otherwise shall be paid to Lessee, unless such proceeds are specifically designated to compensate the 
City as an additional insured. If Lessee elects to restore or repair the Improvements and the insurance 
proceeds are not sufficient to pay the entire cost of the Work, Lessee shall solely be responsible for paying 
the amount of any such deficiency. Under no circumstances shall Lessor be obligated to make any payment, 
reimbursement, or contribution towards the cost of the Work. 
D. 
Failure to Commence Repairs.  If Work to permanently repair, replace or rebuild 
the Premises or any part thereof has not commenced within one hundred and eighty (180) days after the 
date of the damage or destruction, or if such Work after commencement shall not proceed expeditiously, 
Lessor, following any applicable Notice and cure period required by Section 14, may terminate this Lease 
with respect to that portion of the Premises and immediately transfer ownership of that portion of the Land 
to Lessee in accordance with Section 26 of this Lease. However, in the event that Lessee fails to initiate 
Work to permanently repair, replace or rebuild the Lake within ninety (90) days after the damage or 
destruction, or if such Work after commencement shall not proceed expeditiously, Lessor, following any 
applicable Notice and cure period required by Section 14, may terminate this Lease and immediately 
transfer ownership of the Land to Lessee in accordance with Section 26 of this Lease. 
E. 
Lease Obligations Continue.  In no event shall Lessee be entitled to any abatement, 
allowance, reduction, or suspension of Rent, Additional Payments, and other charges because part or all of 
the Premises has been damaged or destroyed or requires Work to return it to its useful purpose.  
13. 
 Encumbrances and Assignments. 
A. 
At any time that Lessee is not in default of any term or condition of this Lease, 
Lessee is hereby given the absolute right without the Lessor’s consent to create a consensual lien on or 
security interest in Lessee’s leasehold interest under this Lease (and in any subleases and the rents, income 
and profits therefrom) by mortgage, deed of trust, collateral assignment or otherwise. Any such security 
interest shall be referred to herein as a “Permitted Mortgage,” and the holder of a Permitted Mortgage shall 
be referred to herein as a “Permitted Mortgagee.” 
(1) 
With respect to such Permitted Mortgage, Lessor will agree to a non-
disturbance and recognition agreement in substantially the form attached hereto as Exhibit E, or other 
commercially standard form of non-disturbance and recognition agreement, with a Lender, as well as other 
reasonable, non-material or administrative modifications to this Lease requested by a Lender. In no event 
will Lessor subordinate its interest in the Premises to any leasehold financing. 
(2) 
A Permitted Mortgage shall cover no interest in the real property other 
than Lessee’s leasehold interest in the Premises (and in any subleases and the rents, income and profits 
therefrom) and any personal property, fixtures, or other assets of Lessee. 
(3) 
Lessee or the holder of a Permitted Mortgage shall promptly deliver to 
Lessor in the manner herein provided for the giving of notice to Lessor, a true copy of the Permitted 
Mortgage(s), of any assignment thereof, and of the satisfaction thereof; and 
(4) 
For the purpose of this Section 13, the making of a Permitted Mortgage 
shall not be deemed to constitute an assignment or transfer of this Lease, nor shall any holder of a Permitted

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WA 15266486.4  
Mortgage, as such, be deemed an assignee or transferee of this Lease or of the leasehold estate hereby 
created so as to require such holder of a Permitted Mortgage, as such, to assume the performance of any of 
the terms, covenants, or conditions on the part of Lessee to be performed hereunder. No liability for the 
performance of Lessee’s covenants and agreements hereunder shall attach to or be imposed upon any 
Permitted Mortgagee due solely to the making of the Permitted Mortgage; but the purchaser at any sale of 
this Lease in any proceedings for the foreclosure of any Permitted Mortgage, or the assignee or transferee 
of this Lease under any instrument of assignment or transfer in lieu of the foreclosure of any Permitted 
Mortgage, shall be deemed to be an assignee or transferee within the meaning of this Section and shall be 
deemed to have assumed the performance of all the terms, covenants, and conditions on the part of Lessee 
to be performed hereunder from and after the date of such purchase and assignment and the liability shall 
attach only during the term of ownership of the leasehold estate by said Permitted Mortgagee. 
(5) 
No act or agreement between or on the part of Lessor or Lessee to cancel, 
terminate, surrender, amend, or modify this Lease or Lessee’s right to possession shall be binding upon or 
effective as against the Permitted Mortgagee without its prior written consent. 
B. 
No Transfer by the Lessee will be permitted under this Lease except as specifically 
permitted under the Development Agreement. Lessor agrees that, in the event of a Permitted Transfer (as 
defined in the Development Agreement) of a portion of the Premises (a “Development Parcel”), Lessor will 
enter into a new lease of the Development Parcel with the Lessee or Successor Lessee (a “New Lease”), in 
which the Successor Lessee assumes all of the obligations of Lessee under the Lease with respect to the 
Development Parcel, and which New Lease shall commence as of the date of the Permitted Transfer and 
shall run for the remainder of the original Term of this Lease, at the prorated Net Rent and upon the terms, 
covenants and conditions herein contained, provided: 
(1) 
Lessee or Successor Lessee shall give Lessor at least 60 days’ written 
notice of the Permitted Transfer. 
(2) 
Upon the Permitted Transfer of the Development Parcel and the execution 
of a New Lease covering the Development Parcel, this Lease shall automatically be amended to exclude 
the Development Parcel but shall remain in full force and effect with respect to the remainder of the 
Premises. In such event, Lessor and Lessee shall, at the request of the other, execute an amendment to this 
Lease to evidence such exclusion.  Each such New Lease shall be separate from this Lease and no default 
under or termination of a New Lease shall affect this Lease or other New Leases. 
(3) 
Lessee or the Successor Lessee shall pay to Lessor at the time of execution 
and delivery of the New Lease any and all sums that would, at that time, be due and unpaid pursuant to this 
Lease but for its partial termination as to the portion of the Premises consisting of the Development Parcel, 
and in addition thereto all reasonable expenses, including reasonable attorneys’ fees, that Lessor shall have 
incurred by reason of such partial termination; 
(4) 
Lessee and each Successor Lessee shall have the right to grant a 
consensual lien on or security interest in its leasehold interest in the Development Parcel and secure such 
financing with a Permitted Mortgage, and the Permitted Mortgagee providing such financing shall receive 
the same rights and obligations of a Permitted Mortgagee under this Lease; and 
(5) 
Lessee and each Successor Lessee shall, as to the Development Parcel, 
perform and observe all covenants in this Lease to be performed and observed by Lessee, and shall further 
remedy any other conditions pertaining to the Development Parcel that Lessee under the Lease was 
obligated to perform under its terms, to the extent the same are reasonably susceptible of being cured by 
the Lessee or Successor Lessee.

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WA 15266486.4  
14. 
Default by Lessee.   
A. 
Events of Lessee Default.  The happening of any one of the following events (each, 
an “Event of Default”) shall be considered a material breach and default by Lessee under this Lease:   
(1) 
Monetary Default.  Lessee’s default in the due and punctual payment of 
any Rent or Additional Payments (a “Monetary Default”) and such Monetary Default is not cured within 
forty-five (45) days after written notice thereof to Lessee; or 
(2) 
Non-Monetary Default.  Lessee’s default in the performance of or 
compliance with any of the covenants, agreements, terms, limitations, or conditions of this Lease other than 
a Monetary Default, and such default shall continue for one hundred eighty (180) days after written notice 
thereof by Lessor to Lessee; provided, however, that if the nature of such failure is such that the same 
cannot reasonably be cured within such one hundred eighty (180) day period, no Event of Default shall be 
deemed to have occurred if Lessee shall within such period commence such cure and thereafter diligently 
prosecute the same to completion, although if Lessee commences a cure and subsequently fails to diligently 
prosecute the cure, then a Non-Monetary Default has occurred; or 
(3) 
Bankruptcy.  If Lessee shall file a voluntary petition in bankruptcy or take 
the benefit of any relevant legislation that may be in force for bankrupt or insolvent debtors or shall file any 
petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, 
dissolution or similar relief for itself under any present or future federal, state, or other statute, law or 
regulation, or if Lessee shall seek or consent to or acquiesce in the appointment of any trustee, receiver or 
liquidator of Lessee or of all or any substantial part of its properties, or shall make any general assignment 
for the benefit of creditors; or 
(4) 
Insurance -- Lapse or Termination.  The lapse or cancellation of any policy 
of insurance required herein, in whole or in part for the benefit of Lessor, shall be an event of default. No 
cure of such default can be accomplished unless a new or renewed policy is issued which specifically 
provides the required coverage to the Lessor for any liability arising during the lapsed or previously 
uncovered period; or 
(5) 
Go Dark.  Lessee ceases to conduct business operations (including any 
decommissioning activities) on, at or from the Premises for a period in excess of six (6) months; provided, 
however, that this provision does not include a cessation of business operations resulting from a casualty 
or other act of Force Majeure. 
B. 
No Implied Waivers.  No failure by Lessor to insist upon strict performance of any 
covenant, agreement, term or condition hereof or to exercise any right or remedy consequent upon a breach 
hereof, and no acceptance of full or partial Net Rent or Additional Payments during the continuance of any 
such breach, shall constitute a waiver of any such breach or of such covenant, agreement, term or condition. 
No covenant, agreement, term or condition hereof to be performed or complied with by Lessor or Lessee, 
and no breach thereof, shall be waived, altered or modified, except by a written instrument executed by the 
party to be charged therewith.  No waiver of any breach shall affect or alter this Lease, but each and every 
covenant, agreement, term, limitation and condition hereof shall continue in full force and effect with 
respect to any other then existing or subsequent breach hereof. 
C. 
Remedies Cumulative.  In the event of any breach by Lessee of any of the 
covenants, agreements, terms or conditions hereof, subject to the rights, privileges and protections granted 
to Permitted Mortgagees pursuant to Section 13(A) and subject to Section 14(F), Lessor shall be entitled to 
enjoin such breach and shall have the right to invoke any right and remedy allowed at law or in equity, by

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WA 15266486.4  
statute or by this Lease for such breach. In the event of Lessee’s failure to pay Rent or Additional Payments 
on the date when due, Lessee shall pay Lessor interest on any such overdue payments and associated late 
charges at the Default Rate, but in no event an amount greater than permitted by Applicable Law, but this 
shall in no way limit any claim for damages for Lessor for any breach or default by Lessee. Notwithstanding 
the foregoing or any provision of this Lease to the contrary, Lessor hereby waives any right to seek 
consequential, punitive, exemplary or special damages for a breach of this Lease. 
D. 
Late Charge.  In the event that any payment required to be made by Lessee to 
Lessor under the terms of this Lease is not received within sixty (60) days after the due date thereof, a late 
charge shall become immediately due and payable as an Additional Payment in an amount equal to two and 
one-half percent (2-1/2%) of the late payment. 
E. 
Specific Performance.  If a Lessee default is not cured within any applicable time 
period after service of Notice of the default, Lessor may, at its option, thereafter (but not before), and 
without waiving any of Lessor’s other remedies for an Event of Default by Lessee, commence an action for 
specific performance of the terms of this Lease pertaining to such Event of Default. 
F. 
Termination of Lease.   
(1) 
Notwithstanding anything to the contrary in Section 14(C), Lessor’s right 
to terminate this Lease is limited to (each of the following, a “Termination Event.”):  
(a)  
an Event of Lessee Default for failure of Lessee to procure 
and maintain insurance as required under Section 5 of this Lease that is not cured 
within any applicable time period after service of Notice of the default;  
(b)  
a Transfer in violation of Section 13(B), provided 
however, that the termination will be effective only with respect to the portion of 
the Premises that is the subject of such Transfer;  
(c)  
a breach by Lessee of Section 12(D) of this Lease, 
provided however that the termination will be effective only with respect to the 
that portion of the Premises  that was damaged or destroyed; and  
(d)  
a failure of Lessee to Indemnify Lessor pursuant to 
Section 7(C) or Section 11(A) of this Lease which failure is not cured within sixty 
(60) days of service of Notice of the Default.  
Upon the occurrence of a Termination Event, Lessor, may, at its option and with no further act or Notice 
required, terminate this Lease and quitclaim the Land and Improvements (or applicable portion of the Land 
and Improvements) to Lessee; provided however that the termination of this Lease and the conveyance of 
the Land and Improvements to Lessee will not terminate or otherwise restrict Lessee’s obligations of 
indemnification of Lessor which survive the termination of this Lease. 
G. 
Lessee Liability Continues.  No such expiration or termination of this Lease shall 
relieve Lessee of its liabilities and obligations under this Lease that by their terms survive any such 
expiration or termination of this Lease. 
15. 
Default by Lessor.  In the event of any breach by Lessor of any of the covenants, 
agreements, terms, or conditions hereof, Lessee’s sole and exclusive remedies are: (i) pursue an injunction 
to enjoin the breach; (ii) pursue specific performance of Lessor’s obligations under this Lease; or (iii)

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WA 15266486.4  
terminate this Lease.  Notwithstanding the foregoing or any provision of this Lease to the contrary, Lessee 
hereby waives and has no  right to seek or recover from Lessor damages of any kind, including (but not 
limited to) actual, consequential, punitive, exemplary or special damages for a breach of this Lease.   
16. 
Limited Severability.  Lessor and Lessee each believes that the execution, delivery and 
performance of this Lease comply with all Applicable Laws. However, in the unlikely event that any 
provision of this Lease is declared void or unenforceable (or is construed as requiring Lessor to do any act 
in violation of any Applicable Laws), such provision will be deemed severed from this Lease and this Lease 
will otherwise remain in full force and effect; The Parties further agree, in such circumstances, to do all 
acts and to execute all amendments, instruments and consents necessary to accomplish and to give effect to 
the purposes of this Lease, as reformed. 
17. 
Notices.  Any notice, request, demand, statement, or consent herein required or permitted 
to be given by either Party to the other in this Lease (each, a “Notice”), must be in writing signed by or on 
behalf of the party giving the notice and addressed to the other at the address as set forth below: 
 
If to Lessor: 
The City of Glendale 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
Attention:  Kevin Phelps, City Manager  
kphelps@glendaleaz.com  
 
With a required copy to: 
The City of Glendale 
5850 W. Glendale Avenue, 
Glendale, Arizona 85301 
Attention: Michael Bailey, City Attorney 
mbailey@glendaleaz.com 
 
If to Lessee: 
ECL Glendale, LLC 
2664 E. Kearney St. 
Springfield, MO 65803 
Attention: Glen B. Bilbo 
gbilbo@epicadventures.com 
 
With a required copy to: 
Spencer Fane LLP 
2144 E. Republic Road, Suite B300 
Springfield, MO 65804  
Attn: Richard Walters 
rwalters@spencerfane.com  
 
 
Each party may by notice in writing change its address for the purpose of this Lease, which address 
shall thereafter be used in place of the former address. Each notice, demand, request, or communication 
which shall be mailed to any of the aforesaid shall be deemed sufficiently given, served, or sent for all 
purposes hereunder (i) two (2) business days after deposit with the United States Postal Service as registered 
or certified mail, postage prepaid and return receipt requested, (ii) upon personal delivery, or (iii) one (1) 
business day after deposit with any recognized commercial air courier or express service for next business 
day delivery.

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WA 15266486.4  
18. 
Condition of Premises.  Lessee represents that the Premises, the title to the Premises, 
parking, drive and walk areas adjoining the Premises, the environmental condition of the Premises and any 
subsurface conditions thereof, and the present uses and non-uses thereof, have been examined by Lessee 
and Lessee accepts the same in the condition or state in which they or any of them may be on the date of 
the execution of this Lease, without representation or warranty, express or implied in fact or by law, by 
Lessor and without recourse to Lessor, as to the nature, condition, or usability thereof or the use or uses to 
which the Premises or any part thereof may be put. 
19. 
Quiet Enjoyment.  Subject to all of the conditions, terms, and provisions contained in this 
Lease, Lessor covenants that Lessee, upon paying the Rent, and Additional Payments and observing and 
keeping all terms, covenants, agreements, limitations, and conditions hereof on its part to be kept, shall 
quietly have and enjoy the Premises during the term hereof, without hindrance or molestation by Lessor, 
accept as provided in applicable City Code provisions uniformly enforced against all similar persons or 
businesses operating within the jurisdictional boundaries of the City. 
20. 
Estoppel Certificates.  Lessor or Lessee may request, a certificate evidencing whether or 
not: 
A. 
This Lease is in full force and effect along with the amount and current status of 
the Net Rent and Additional Payments due hereunder; 
B. 
This Lease has been modified or amended in any respect or describing such 
modifications or amendments, if any; 
C. 
There are any existing defaults under this Lease, to the knowledge of the party 
executing the certificate, and specifying the nature of such defaults, if any; and 
D. 
Such other matters as Lessor or Lessee may reasonably request in connection with 
this Lease.   
Such certificate shall be returned to the requesting party not later than twenty (20) days following receipt 
of the request, and in no event shall the certificate require that Lessor subordinate its interest in the Premises 
to any party.   
21. 
Consents. 
A. 
Parties and Notice.  Whenever the consent or approval of a Party to this Lease is 
required or reasonably requested under this Lease, if the Party whose consent or approval is requested fails 
to notify the other Party in writing within fifteen (15) days (except where a different period is otherwise 
specified herein for the giving of such consent or approval) after the giving of a written request therefor in 
the manner specified herein for the giving of notice, it shall be concluded that such consent or approval has 
been given. Such requests for consent or approval must arise solely out of this Lease. Noting that this 
Agreement does not in any way require, limit or restrict the legislative authority of the Glendale City 
Council.  The Council may exercise its legislative authority to adopt or reject this Lease, or any consent 
requested hereunder that may be required for the City to comply with its obligations hereunder. 
B. 
No Unreasonable Withholding.  Wherever in this Lease the consent or approval of 
either party is required, such consent or approval shall not be unreasonably withheld, delayed, or 
conditioned, except and unless where otherwise specifically provided. The remedy of the party requesting 
such consent or approval, in the event such party should claim or establish that the other party has 
unreasonably withheld, delayed, or conditioned such consent or approval, shall be limited to an injunction

15 
WA 15266486.4  
or declaratory judgment and reimbursement of the requesting party’s enforcement costs, including, without 
limitation, attorneys’ fees, court costs, expert witness fees, and other litigation related expenses. 
22. 
Limitation of Lessor’s Liability.  Lessor shall not be responsible or liable for any damage 
or injury to the Premises or any property, fixtures, merchandise, or decorations or to any person or persons 
at any time on the Premises from steam, gas, electricity, water, rain, or any other source or element whether 
the same may leak into, issue or flow from any part of the Improvements or from pipes or plumbing work 
of the same, or from any other place or quarter; nor shall Lessor be in any way responsible or liable in case 
of any accident or injury including death to any of Lessee’s employees, agents, sublessees, or to any person 
or persons in or about the Premises.  Lessee agrees that it will not hold Lessor in any way responsible or 
liable therefor and will Indemnify Lessor for Claims pursuant to Section 11.  Lessor shall not be liable for 
interference with light or natural, ecological or physical attribute (e.g., sunlight, air space, or noise) caused 
by anybody or the operation of or for any governmental authority in the construction of any public or quasi-
public work and Lessor shall not be liable for any latent or any other defects in the Premises.  Nothing set 
forth herein waives or otherwise modifies the City’s obligations as a municipality with respect to providing 
municipal services and municipal utilities to the Premises in accordance with the requirements of 
Applicable Laws. 
23. 
Miscellaneous.   
A. 
Choice of Law; Exclusive Jurisdiction.  This Lease shall be construed and enforced 
in accordance with the substantive laws of the State of Arizona, without regard to principles of conflicts of 
laws. In the event of a dispute regarding this Lease, the Parties consent to the sole and exclusive jurisdiction 
of the Federal District Court for the State of Arizona as the situs of the Land; and the Parties expressly 
waive any right to seek to change such venue for any reason, including (but not limited to) diversity 
jurisdiction or the legal domicile of the Parties. Lessee acknowledges that its waiver set forth above is 
material consideration to Lessor for Lessor to have entered into this Lease, and without which Lessor would 
not have accepted title to the Premises and entered into this Lease. 
B. 
Memorandum.  Lessor and Lessee agree that at the request of either, each will 
execute a short form memorandum of this Lease in a form satisfactory for recording in the Office of the 
County Recorder, Maricopa County, Arizona. 
C. 
Entire Agreement.  This Lease with its schedules and exhibits, including the 
Development Agreement, contains the entire agreement between Lessor and Lessee and any executory 
agreement hereafter made between Lessor and Lessee shall be ineffective to change, modify, waive, release, 
discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such executory 
agreement is in writing and signed by both parties.  
D. 
Corrections and Minor Amendments.  The City Manager is authorized to execute 
and deliver on behalf of the Lessor, without the further consent and approval of the City Council, 
amendments to this Lease that correct typographical or similar errors, revise or update legal descriptions or 
other non-substantive, explanatory exhibits, that do not materially revise any legal, business or policy 
provisions of this Lease, and that otherwise are ministerial in nature. 
E. 
Amendments.  No amendment to this Lease will be effective unless it is in writing 
and has been approved by the Parties. 
F. 
Execution and Delivery.  This Lease shall bind Lessee upon its execution thereof. 
Lessor shall be bound only after it executes and delivers the Lease to Lessee following approval by the City 
Council of the City of Glendale, in such Council’s sole discretion.

16 
WA 15266486.4  
G. 
Counterparts.  This Lease may be executed by the Parties in counterparts, each of 
which shall be deemed an original, but all of which together constitute one and the same instrument. 
H. 
Multiple Parties.  If at any time Lessor, Lessee, or any Permitted Mortgagee 
(Lessor, Lessee or any such mortgagee being in this Section referred to as a “party”) is other than one 
individual, partnership, firm, corporation, or other entity, the act of, or notice, demand, request, or other 
communication from or to, or payment of refund from or to, or signature of, or any one of the individuals, 
partnerships, firms, corporations, or other entities then constituting such party with respect to such party’s 
estate or interest in the Premises or this Lease shall bind all of them as if all of them so had acted, or so had 
given or received such notice, demand, request, or other communication, or so had given or received such 
payment or refund, or so had signed, unless all of them have executed and acknowledged in recordable 
form and given a notice (which has not been revoked by notice given by all of them) designating not more 
than three individuals, partnerships, firms, corporations, or other entities as the agent or agents for all of 
them. If such a notice of designation has been given, then, until it is revoked by notice given by all of them, 
the act of, or notice, demand, request or other communication from or to, or payment or refund from or to, 
or signature of, the agent or agents so designated with respect to such party’s estate or interest in the 
Premises or this Lease shall bind all of the individuals, partnerships, firms, corporations, or other entities 
then constituting such party as if all of them acted, or gave or received such notice, demand, request, or 
other communication, or gave or received such payment or refund, or signed any such document. 
I. 
Exhibits and Incorporation.  The following exhibits, which are attached hereto or 
are in the possession of the Lessor and Lessee, are incorporated herein by reference as though fully set 
forth:   
Exhibit A 
Legal Description of Lessee’s Property 
Exhibit B 
Legal Description and Depiction of the Land 
Exhibit C 
Legal Description and Depiction of the Lake 
Exhibit D 
Recognition and Non-Disturbance Agreement 
 
Exhibit E 
Special Warranty Deed 
 
J. 
Preserve State Shared Revenue.  Notwithstanding any other provision of, or 
limitation in, this Lease to the contrary, if pursuant to A.R.S. § 41-194.01 the Attorney General determines 
that this Lease violates any provision of state law or the Constitution of Arizona and Lessor and Lessee are 
not able (after good faith attempts) to modify the Lease so as to resolve the violation with the Attorney 
General within thirty days of notice from the Attorney General pursuant to and under the provisions of 
A.R.S. § 41-194.01(B)(1), this Lease shall automatically terminate at midnight on the thirtieth day after 
receiving such notice from the Attorney General.  Additionally, if the Attorney General determines that this 
Lease may violate a provision of state law or the Constitution of Arizona under A.R.S. § 41-194.01(B)(2), 
and requires the posting of a bond under A.R.S. § 41-194.01(B)(2), Lessor shall be entitled to terminate 
this Lease, except if Lessee post such bond. If Lessee fails to timely post such bond, this Lease shall 
automatically terminate at midnight on the last day that such bond can be posted under Applicable Law. If 
the Arizona Supreme Court determines that this Lease violates any provision of state law or the Constitution 
of Arizona, this Lease shall automatically terminate. Upon such termination, the Parties shall have no 
further obligations under this Lease, except if such rights or obligations survive the termination of this 
Lease and those rights provided in Section 26 below. 
24. 
Force Majeure; Extension of Time of Performance. The Force Majeure provision of 
Section 9.7 of the Development Agreement is specifically reinstated and incorporated herein by this 
reference. A lack of funds or inability to obtain funds shall not be considered a Force Majeure, and the time 
for performance under this Lease may be reasonably extended to remedy any Force Majeure in writing by 
the Parties.

17 
WA 15266486.4  
25. 
Compliance with Environmental Laws. 
A. 
Definition of Regulated Substances and Environmental Laws. For purposes of this 
Lease, the term "Environmental Laws" shall include but not be limited to any relevant federal, state or local 
environmental laws, and the regulations, rules and ordinances, relating to environmental matters, and 
publications promulgated pursuant to the local, state, and federal laws and any rules or regulations relating 
to environmental matters. For the purpose of this Lease, the term "Regulated Substances" shall include but 
not be limited to substances defined as "regulated substance," "solid waste," "hazardous waste," "hazardous 
materials," "hazardous substances," "toxic materials," "toxic substances," "inert materials," "pollutants," 
"toxic pollutants," "herbicides," "fungicides," "rodenticides," "insecticides," "contaminants," "pesticides," 
"asbestos," "environmental nuisance," "criminal littering," or "petroleum products" as defined in 
Environmental Laws. 
B. 
Compliance with Environmental Laws. Lessee shall strictly comply with all 
Environmental Laws, including, without limitation, laws regulating water quality, air quality; the use, 
handling, transportation, storage, treatment, disposal of or release or threat of release of any Regulated 
Substance at, on, in, under, or from the Premises. Without limiting the foregoing, compliance includes that 
Lessee shall: (1) comply with all reporting obligations imposed under Environmental Laws; (2) obtain and 
maintain all permits required by Environmental Laws, and provide a copy to Lessor within ten (10) business 
days of execution of the Lease or the receipt or granting of the permit; (3) provide copies of all 
documentation required by Environmental Laws to Lessor within ten (10) business days of Lessee's 
submittal and/or receipt of the documentation; (4) during the Term of the Lease, provide copies of all 
information it receives or obtains regarding any and all environmental matters relating to the Premises, 
including but not limited to environmental audits relating to the Premises regardless of the reason for which 
the information was obtained or whether or not the information was required by Environmental Laws; and 
(5) prevent, minimize, mitigate, or remediate the use, handling, treatment, storage, disposal of,  or release 
or threat of release of any Regulated Substances at, on, in, under or from the Premises without prior written 
authorization from Lessor. 
C. 
Designated Compliance Officer. Lessee at all times shall employ or designate an 
existing employee (the "Designated Compliance Officer") who is responsible for knowing all 
Environmental Laws applicable to the Premise  and Lessee's operations thereon and who will ensure 
Lessee's continued compliance with all applicable Environmental Laws. Upon request by Lessor, Lessee’s 
Designated Compliance Officer shall provide updates to Lessor regarding Lessee's compliance with all 
Environmental Laws, including answering any questions, and providing such reports and confirmatory 
information (such as sampling results) as may be necessary to demonstrate Lessee’s compliance with all 
Environmental Laws. 
D. 
Audit. At any time, Lessor may request Lessee to provide an environmental audit 
of the Premises performed by an Arizona registered professional engineer or an Arizona registered 
geologist. Lessee shall pay the entire cost of the audit. 
E. 
Environmental Assessment.  If the Lessor has a reasonable basis to believe there 
may be an event which could cause claims or damages (as described in Section 25(F), during the Term of 
the Lease, Lessor may require Lessee to obtain one Phase II environmental assessment of the Premises 
performed by an Arizona registered professional engineer or an Arizona registered geologist. If based upon 
the Phase II environmental assessment or its own independent investigation, Lessor identifies any possible 
violation of Environmental Laws or the terms of this Lease, Lessor may require Lessee to conduct additional 
a remedial investigation or response action, as Lessor deems appropriate, to identify and abate any potential 
environmental release and/or liability. If Lessee fails to perform or pay for any remedial investigation or 
response action required by Lessor, Lessor may conduct such actions and require Lessee to reimburse the

18 
WA 15266486.4  
City in accordance with Section 6.  Lessee shall pay the entire costs of any and all assessments required by 
Lessor, notwithstanding the expiration or termination of the Lease.   
F. 
Indemnity for Environmental Damage. Lessee shall defend, indemnify and hold 
Lessor harmless from and against any and all liability, obligations, losses, damages, penalties, claims, 
environmental response and cleanup costs and fines, and actions, suits, costs, taxes, charges, expenses and 
disbursements, including legal fees and expenses of whatever kind or nature (collectively, "claims" or 
"damages") imposed on, incurred by, or reserved against Lessor in any way relating to or arising out of any 
non-compliance with any Environmental Laws, the existence or presence of any Regulated Substance, on, 
under, or from the Premises, and any claims or damages in any way relating to or arising out of the removal, 
treatment, storage, disposition, mitigation, cleanup or remedying of any Regulated Substance on, under, or 
from the Premises by Lessee, its agents, contractors, or subcontractors, provided that Lessee shall have 
caused such claims or damages. 
G. 
Scope of Indemnity. This indemnity shall include, without limitation, claims or 
damages arising out of any and all violations of Environmental Laws regardless of any real or alleged fault, 
negligence, willful misconduct, gross negligence, breach of warranty, or strict liability on the part of any 
of the indemnities. This indemnity shall survive the expiration or termination of this Lease and/or transfer 
of all or any portion of the Premises and shall be governed by the laws of the State of Arizona. 
H. 
Lessee's Participation in the Defense.  In the event any action or claim is brought 
or asserted against Lessor which is or may be covered by this indemnity, Lessee shall fully participate, at 
Lessee's expense, in the defense of the action or claim including but not limited to the following: (1) the 
conduct of any required cleanup, removal or remedial actions and/or negotiations, (2) the conduct of any 
proceedings, hearings, and/or litigation, and (3) the negotiation and finalization of any agreement or 
settlement. Lessor shall retain the right to make all final decisions concerning the defense. Lessee's 
obligations to participate in the defense under this Section shall survive the expiration or termination of the 
Lease. 
I. 
Restoration. Prior to the termination of the Lease, Lessee shall restore the Premises 
by removing any and all Regulated Substances. In addition, the restoration shall include, but not be limited 
to, removal of all waste and debris deposited by Lessee. If the Premises or any portions thereof are damaged 
or destroyed from the existence or presence of any Regulated Substance or if the Premises or any portions 
thereof are damaged or destroyed in any way relating to or arising out of the removal, treatment, storage, 
disposition, mitigation, cleanup or remedying of any Regulated Substance, Lessee shall arrange, at its 
expense, for the repair, removal, remediation, restoration, and reconstruction to the Premises to the original 
condition existing on the date that Lessee first occupied the Parcel, to the satisfaction of Lessor. In any 
event, any damage, destruction, or restoration by Lessee shall not relieve Lessee from its obligations and 
liabilities under this Lease. Lessee's restoration obligations under this Section shall survive the expiration 
or the termination of the Lease. 
26. 
Purchase and Re-acquisition of Premises.  Lessee agrees to re-acquire, and Lessor agrees 
to reconvey, Lessor’s fee interest in the Premises at the end of the Term or upon any early termination of 
this Lease. Lessor and Lessee hereby establish Lessee’s obligation to purchase the Premises according to 
the terms and conditions as follows: 
A. 
Timing of Reacquisition.  Notwithstanding anything in this Lease to the contrary, 
Lessee is obligated to purchase the Premises, and Lessor is obligated to sell, transfer, and convey, 
immediately upon the expiration of the Term or upon the date of any early termination of this Lease. In the 
event that Lessee fails to close the purchase of the Premises within 60 days of the expiration of the Term 
or early termination of this Lease, Lessor will convey its interest in the Premises to Lessee by Special

19 
WA 15266486.4  
Warranty Deed in the form of Exhibit F.  Lessor’s rights of indemnification granted in this Lease, including 
(but not limited to) Section 11 and this Section 26, shall survive the termination of this Lease and 
reconveyance of the Premises. 
B. 
Option to Reacquire at Any Time Lessee may purchase the Premises at any time 
during the Rental Period by delivering Notice of its intent to purchase the Premises to Lessor (the 
“Reacquisition Notice”). The purchase of the Premises by Lessee shall be completed within 60 days of the 
delivery of the Reacquisition Notice to Lessor. 
C. 
Purchase Price.  The Purchase Price for the Premises (“Purchase Price”) is $10.00.  
The Purchase Price reflects the fact that Lessee initially owned the Land and constructed all of the 
Improvements at Lessee’s sole cost and expense, and is not intended to be the fair market value of the 
Premises. 
D. 
Conveyance of Title and Delivery of Possession.  Lessor and Lessee agree to 
perform all acts necessary to complete the conveyance of the Premises to Lessee within sixty (60) days 
after delivery to Lessor of Lessee’s Reacquisition Notice, or on the last day of the Rental Period, whichever 
first occurs. Lessor’s entire interest in the Premises shall be conveyed by Special Warranty Deed in the 
form of Exhibit F. Lessor shall convey title and Premises in an AS-IS condition.  The condition of title of 
the Premises will be as reflected in a commitment to issue title insurance (or similar report) obtained by 
Lessee at its sole cost and expense at the time of Lessee’s delivery of the Reacquisition Notice or the last 
day of the Rental Period (or date of earlier termination of this Lease), as applicable. Lessor has no 
obligation, responsibility to eliminate, cure or “endorse over” any exceptions to title or other matters shown 
in such commitment except for matters directly attributable to the acts of Lessor.  Lessor’s then City 
Manager (or such City Manager’s designee) is authorized to execute and deliver the Deed on behalf of 
Lessor. All expenses incurred in connection with conveyance of the Premises to Lessee including, but not 
limited to, title insurance (if requested by Lessee), recordation and notary fees and any and all closing costs 
(including escrow fees if use of an escrow is requested by Lessee), shall be paid by Lessee.  Lessee is not 
required to provide a Reacquisition Notice to Lessor at the expiration of the Term if there has been no 
earlier termination of this Lease. Although Lessee will have been in actual possession of the Premises 
throughout the Term: (i) legal possession of the Premises will be deemed to have been delivered to Lessee 
concurrently with the conveyance of title pursuant to the Deed, and (ii) Lessor will retain all rights of 
indemnification granted in this Lease.  The terms of this Section 26 will survive the termination of this 
Lease and the recordation of any deed from Lessor to Lessee. 
[SIGNATURE PAGES FOLLOW]

20 
WA 15266486.4  
EXECUTED as of the Effective Date.   
 
 
LESSOR: 
 
CITY OF GLENDALE, ARIZONA, an Arizona 
municipal corporation 
 
 
By: 
 
 
 
 
 
 
Name:__________________________________ 
Its: 
 
 
 
 
 
 
 
ATTEST: 
 
 
 
 
 
 
 
 
 
 
City Clerk 
 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
 
 
City Attorney

21 
WA 15266486.4  
 
 
LESSEE: 
 
ECL GLENDALE, LLC, an Arizona limited 
liability company 
 
 
By: EPIC Resort Destinations, LLC, a Missouri    
limited liability company, its Manager 
 
By:  
 
 
 
 
 
Glen B. Bilbo, Manager

Exhibit A – Page 1 
WA 15266486.4  
Exhibit A to Government Property Improvements Lease 
Legal Description of the Land
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MARICOPA, 
STATE OF ARIZONA, AND IS DESCRIBED AS FOLLOWS: 
 
THE EAST HALF OF THE NORTHWEST QUARTER OF SECTION 16, TOWNSHIP 2 NORTH, 
RANGE 1 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, 
ARIZONA; 
 
EXCEPT A PARCEL OF LAND LOCATED IN THE NORTHWEST QUARTER OF SECTION 16, 
TOWNSHIP 2 NORTH, RANGE 1 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, 
MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: 
 
COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION 16, A CALCULATED 
POSITION DETERMINED FROM REFERENCE POINTS ACCORDING TO BOOK 699 OF MAPS, 
PAGE 26, MARICOPA COUNTY RECORDS FROM WHICH THE NORTHWEST CORNER OF SAID 
SECTION 16 BEARS SOUTH 86 DEGREES 40 MINUTES 08 SECONDS WEST, 2647.64 FEET; 
 
THENCE ALONG THE NORTH-SOUTH MID-SECTION LINE OF SAID SECTION 16, SOUTH 00 
DEGREES 38 MINUTES 45 SECONDS WEST, 50.77 FEET TO THE SOUTH LINE OF THE GRAND 
CANAL RIGHT-OF-WAY ACCORDING TO BOOK 181 OF MAPS, PAGE 47, RECORDS OF 
MARICOPA COUNTY, ARIZONA TO THE TRUE POINT OF BEGINNING; 
 
THENCE LEAVING SAID SOUTH RIGHT-OF-WAY LINE, CONTINUING ALONG SAID NORTH-
SOUTH MID-SECTION LINE, SOUTH 00 DEGREES 38 MINUTES 45 SECONDS WEST, 130.74 
FEET; 
 
THENCE LEAVING SAID NORTH-SOUTH MID-SECTION LINE, SOUTH 89 DEGREES 27 
MINUTES 43 SECONDS WEST 29.92 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE 
SOUTH; 
 
THENCE WESTERLY 552.27 FEET, ALONG THE ARC OF SAID CURVE, SAID CURVE HAVING 
A RADIUS OF 11393.66 FEET, A CENTRAL ANGLE OF 02 DEGREES 46 MINUTES 38 SECONDS 
AND A CHORD THAT BEARS SOUTH 88 DEGREES 04 MINUTES 24 SECONDS WEST, 552.22 
FEET;  
 
THENCE SOUTH 86 DEGREES 41 MINUTES 05 SECONDS WEST, 326.14 FEET; 
 
THENCE SOUTH 85 DEGREES 22 MINUTES 02 SECONDS WEST, 208.31 FEET; 
 
THENCE SOUTH 85 DEGREES 15 MINUTES 09 SECONDS WEST, 207.41 FEET TO THE EAST 
RIGHT-OF-WAY LINE OF SR 101L; 
 
THENCE ALONG SAID EAST RIGHT-OF-WAY LINE, NORTH 00 DEGREES 46 MINUTES 20 
SECONDS EAST, 139.03 FEET TO SAID SOUTH LINE; THENCE ALONG SAID SOUTH LINE, 
NORTH 86 DEGREES 35 MINUTES 06 SECONDS EAST, 1250.18 FEET; 
 
THENCE SOUTH 81 DEGREES 25 MINUTES 54 SECONDS EAST, 74.22 FEET TO THE TRUE 
POINT OF BEGINNING; AND

Exhibit A – Page 2 
WA 15266486.4  
 
EXCEPTING THEREFROM ANY PORTION OF THE LAND LYING WITHIN THE GRAND CANAL; 
AND ALSO 
EXCEPT ANY PORTION LYING WITHIN THE FOLLOWING DESCRIBED PROPERTY: 
  
PARCEL B OF THAT CERTAIN MINOR LAND DIVISION FOR BETHANY LAND PARTNERS LLC 
RECORDED IN BOOK 989 OF MAPS, PAGE 24, OFFICIAL RECORDS OF MARICOPA COUNTY, 
ARIZONA; AND ALSO 
 
EXCEPTING THEREFROM ANY PORTION LYING WITHIN THE PROPERTY DESCRIBED IN 
THAT CERTAIN MAP OF DEDICATION FOR 95TH AVENUE EXTENSION, RECORDED IN BOOK 
1376 OF MAPS, PAGE 31 AND RE-RECORDED IN BOOK 1399 OF MAPS, PAGE 47; AND ALSO 
 
EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PROPERTY: 
 
REAL PROPERTY IN THE CITY OF GLENDALE, COUNTY OF MARICOPA, STATE OF ARIZONA, 
DESCRIBED AS FOLLOWS: 
 
A PORTION OF LAND BEING SITUATED WITHIN THE NORTHWEST QUARTER OF SECTION 
16, TOWNSHIP 2 NORTH, RANGE 1 EAST OF THE GILA AND SALT RIVER BASE AND 
MERIDIAN, MARICOPA COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS 
FOLLOWS: 
 
COMMENCING AT A FOUND 3" BRASS CAP FLUSH ACCEPTED AS THE CENTER OF SAID 
SECTION 16 FROM WHICH A FOUND 3" MARICOPA COUNTY HIGHWAY DEPARTMENT 
BRASS CAP IN HAND HOLE ACCEPTED AS THE WEST QUARTER CORNER THEREOF BEARS 
SOUTH 88 DEGREES 02 MINUTES 57 SECONDS WEST, 2655.12 FEET; 
 
THENCE SOUTH 88 DEGREES 02 MINUTES 57 SECONDS WEST, 372.04 FEET ALONG THE 
SOUTH LINE OF SAID NORTHWEST QUARTER TO THE WESTERLY RIGHT-OF-WAY LINE OF 
95TH AVENUE AS SHOWN ON THE MAP OF DEDICATION FOR 95TH AVENUE AS RECORDED 
IN BOOK 1399, PAGE 47, OF MARICOPA COUNTY RECORDS AND TO THE POINT OF 
BEGINNING; 
 
THENCE CONTINUING ALONG SAID SOUTH LINE, SOUTH 88 DEGREES 02 MINUTES 57 
SECONDS WEST, 955.52 FEET; 
 
THENCE LEAVING SAID SOUTH LINE, NORTH 00 DEGREES 35 MINUTES 42 SECONDS EAST, 
647.68 FEET ALONG THE EAST RIGHT-OF-WAY LINE FOR STATE ROUTE 101; 
 
THENCE LEAVING SAID EAST RIGHT-OF-WAY LINE, NORTH 88 DEGREES 02 MINUTES 57 
SECONDS EAST, 1012.79 FEET; 
 
THENCE SOUTH 00 DEGREES 29 MINUTES 04 SECONDS WEST, 602.49 FEET ALONG SAID 
WESTERLY RIGHT-OF-WAY LINE OF 95TH AVENUE TO A NON-TANGENT CURVE, CONCAVE 
NORTHERLY, HAVING A RADIUS OF 200.00 FEET, THE CENTER OF WHICH BEARS NORTH 19 
DEGREES 51 MINUTES 20 SECONDS WEST; 
 
THENCE CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE AND WESTERLY 
ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 16 DEGREES 10 MINUTES 11 
SECONDS, AN ARC LENGTH OF 56.44 FEET TO A NON-TANGENT LINE;

Exhibit A – Page 3 
WA 15266486.4  
THENCE CONTINUING ALONG SAID WESTERLY RIGHT-OF-WAY LINE, SOUTH 88 DEGREES 
04 MINUTES 32 SECONDS WEST, 5.00 FEET; THENCE CONTINUING ALONG SAID WESTERLY 
RIGHT-OF-WAY LINE, SOUTH 01 DEGREES 55 MINUTES 28 SECONDS EAST, 35.50 FEET TO 
THE POINT OF BEGINNING.

Exhibit B – Page 1 
WA 15266486.4  
Exhibit B to Government Property Improvements Lease 
Legal Description and Depiction of the Land 
[to be attached]

Exhibit C – Page 1 
WA 15266486.4  
Exhibit C to Government Property Improvements Lease 
Legal Description and Depiction of the Lake 
[to be attached]

Exhibit D – Page 1 
WA 15266486.4  
Exhibit D to Government Property Improvements Lease 
Form of Recognition and Non-Disturbance Agreement 
When recorded, return to:  
Office of the City Clerk 
City of Glendale, Arizona 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
 
NON-DISTURBANCE AND RECOGNITION AGREEMENT 
THIS NON-DISTURBANCE AND RECOGNITION AGREEMENT (this “NDRA”) is made as 
of the _____ day of _________, ______, for good and valuable consideration, the receipt and sufficiency 
of which  are  hereby  acknowledged,  by  and  among:  (a) ECL GLENDALE, LLC (“Lessee”); 
(b)________________ (“Lender”); and (c) CITY OF GLENDALE, ARIZONA, an Arizona municipal 
corporation (“City”).   
1. 
Recitals. 
 1.1. 
Lessee is the present Lessee under a Government Property Improvements Lease 
entered into with City, as Lessor, dated ______________, 2020, and recorded in the Official Records of 
Maricopa County, Arizona, at (the “Agreement”), which Agreement sets forth certain rights and 
responsibilities of Lessee with respect to the lease of that certain real property referred to in the Agreement 
(and herein) as the “Property,” and more particularly described in Exhibit “B” attached hereto.   
 1.2. 
Lessee’s obligations arising under the Agreement include but are not limited to 
payment of rent, maintenance and repair of the Property, and indemnification of Lessor (collectively, the 
“Obligations”).   
 1.3. 
Lender has agreed to lend money to Lessee, and Lessee will execute certain loan 
documents (the “Loan Documents”) including but not limited to a leasehold deed of trust for the use and 
benefit of Lender (the “Deed of Trust”) and an assignment of Lessee’s rights under the Agreement (the 
“Assignment”) to secure the loan from Lender to Lessee (the “Loan”). The Deed of Trust, the Assignment 
and certain other Loan Documents will be recorded in the Official Records of Maricopa County, Arizona, 
and will encumber the Property.   
 1.4. 
Lender has certain rights under the Loan Documents in the event of a Default by 
Lessee of its obligations either under the Loan Documents or the Agreement, including but not limited to 
the right of Lender to be substituted for Lessee under the Agreement and to assume Lessee’s position with 
respect to the Agreement; and the Agreement states in Section 13 thereof that a Lender may be allowed to 
assume Lessee’s rights and obligations with respect to the Agreement (collectively, “Lessee’s Position”).   
 1.5. 
Accordingly, the parties have executed this NDRA to be effective as of the date 
set forth above.   
2. 
No Subordination.  Subject only to the specific provisions of (i) Section 3 of this NDRA 
regarding the right of Lender to assume Lessee’s Position with respect to the Agreement and (ii) Section 4 
of this NDRA regarding non-disturbance and recognition, all rights of Lessee and Lender under the Deed

Exhibit D – Page 2 
WA 15266486.4  
of Trust are and will continue to be junior, inferior, subject and subordinate to the Agreement, as it may 
hereafter be modified, amended, restated or replaced.   
3. 
Notice of Lessee Default.   
 3.1. 
If Lender is a “Permitted Mortgagee” pursuant to Section 20 of the Agreement, 
City will give Lender written notice of any claimed Event of Default by Lessee (the “Notice”) under the 
Agreement and 30 days following the expiration of Lessee’s cure period under the Agreement to cure such 
claimed Event of Default (as the Agreement exists as of the date of this NDRA), prior to terminating the 
Agreement or invoking such other remedies as may be available to City under the Agreement. 
 3.2. 
Lender will have the option, following Lender’s receipt of the Notice, and within 
the time period set forth herein for curing an Event of Default of Lessee, in its sole election either: (a) to 
cure the Default of Lessee, in which event Lessee will retain its position with respect to the Agreement; or 
(b) in addition to any other remedies available to Lender under law, equity or contract (including but not 
limited to the Deed of Trust and the Assignment) to assume Lessee’s Position with respect to the Agreement 
(to “Assume” or an “Assumption”).  Lender will give written notice to City of its intention to Assume on 
or before the expiration of any applicable cure period available to Lender. 
 3.3. 
If Lender agrees to Assume Lessee’s Position with respect to the Agreement, 
Lender and City will execute an amendment to the Agreement (an “Amendment”) and will cause the 
Amendment to be recorded in the Official Records of Maricopa County, Arizona. The Amendment will 
state that Lender has fully assumed Lessee’s Position with respect to the Agreement, and that Lender is 
thereafter substituted for Lessee with respect to all Obligations, payment and performance rights and 
responsibilities arising under or in connection with the Agreement. The execution or approval by Lessee of 
the Amendment will not be necessary or required, and upon execution and recordation of the Amendment, 
City will (i) look to Lender and/or Lessee for performance of the Obligations under the Agreement and (ii) 
make to Lender all payments, and render all performance required to be made by the City, required to be 
made to Lessee under the Agreement. 
 3.4. 
In connection with (i) any foreclosure by Lender (whether by notice or judicially) 
of the Deed of Trust, or any other acquisition by Lender of the Property in lieu of such foreclosure 
(collectively, a “Foreclosure”) and (ii) the transfer of the Property to a third-party purchaser or purchasers 
(by way of illustration and not in limitation, a purchaser or purchasers at a trustee’s sale conducted pursuant 
to A.R.S. §33-810) concurrently with such Foreclosure or thereafter (a “Purchaser”), the Lessee’s Position 
under the Agreement will accompany and be deemed covenants running with the Property, and the 
Purchaser will be deemed to have assumed Lessee’s Position with respect to the Agreement.  Upon the 
acquisition of the Property by a Purchaser, City will (i) look to Purchaser and/or Lessee for performance of 
the Obligations under the Agreement and (ii) make to Purchaser all payments, and render all performance 
required to be made by the City, required to be made to Lessee under the Agreement.   
 3.5. 
Until an Assumption as defined herein, nothing in this NDRA will constitute an 
assumption by Lender of any Obligation. Lessee will continue to be liable for all of the Obligations 
thereunder and will perform all such Obligations, will comply with all terms and conditions of the 
Agreement applicable to Lessee, and will take such steps as may be necessary or appropriate to secure 
performance by City under the Agreement. 
 3.6. 
Whether before or after an Assumption as defined herein, nothing in this NDRA 
will constitute a release of Lessee of any Obligation.

Exhibit D – Page 3 
WA 15266486.4  
4. 
Non-disturbance and Recognition.   
 4.1. 
In the event that City institutes any proceedings to enforce the Agreement, City 
agrees that, so long as Lender is not in default (beyond any applicable cure period provided to Lender under 
this NDRA) under the Agreement: 
 4.1.1 City will not interfere with or disturb Lender’s rights under the Agreement 
and this NDRA; and 
 4.1.2 Lender will not be made a party to any proceeding commenced pursuant 
to the Agreement, unless Lender is determined to be a necessary party for purposes of maintaining the 
action or securing other necessary relief not involving the termination of Lender’s interest under the Deed 
of Trust or the Assignment, provided that nothing herein will prevent City from giving any required notice 
to Lender. 
 4.2. 
Upon and following an Assumption, Lender will recognize the City’s rights under 
the Agreement for the balance of the Term thereof.  The recognition described in this Section 4.2 will 
automatically become effective upon an Assumption by Lender. 
5. 
Estoppel. 
 5.1. 
City and Lessee hereby confirm to Lender that as of the date of this NDRA and to 
the best of their respective actual knowledge: 
(a) 
Neither City nor Lessee has acted or failed to act in a manner giving rise 
to an Event of Default under the Agreement; 
(b) 
The Agreement has not been assigned, modified or amended in any way 
except as set forth in Recital 1.1; 
(c) 
The Agreement is in full force and effect; and 
(d) 
[If applicable] “Completion of Construction,” as defined in the 
Agreement, occurred on ________________.   
6. 
Miscellaneous.   
 6.1. 
This NDRA will be binding upon and inure to the benefit of City, Lessee and 
Lender and their respective successors and assigns, including, without limitation, any successful bidder at 
any judicial foreclosure or trustee’s sale. 
 6.2. 
Except as otherwise required by law, any notice required or permitted under this 
NDRA will be in writing and will be given by (i) personal delivery, (ii) deposit in the United States mail, 
certified or registered, return receipt requested, postage prepaid, addressed to the parties at their respective 
addresses set forth below, or at such other address as such party may designate in writing pursuant to the 
terms of this Section, or (iii) any nationally recognized express or overnight delivery service (e.g., Federal 
Express or UPS), delivery charges prepaid:

Exhibit D – Page 4 
WA 15266486.4  
 
If to City: 
The City of Glendale 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
Attention:  Kevin Phelps, City Manager  
kphelps@glendaleaz.com  
 
With required copy to: 
The City of Glendale 
5850 W. Glendale Avenue, 
Glendale, Arizona 85301 
Attention: Michael Bailey, City Attorney 
mbailey@glendaleaz.com 
 
If to Lessee: 
 
ECL Glendale, LLC 
2664 E. Kearney St. 
Springfield, MO 65803 
Attention: Glen B. Bilbo 
gbilbo@epicadventures.com 
 
With required copy to: 
 
Spencer Fane LLP 
2144 E. Republic Road, Suite B300 
Springfield, MO 65804  
Attn: Richard Walters 
rwalters@spencerfane.com  
 
If to Lender: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
With required copy to: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Any notice sent by United States Postal Service certified or registered mail will be deemed to be effective 
the earlier of the actual delivery, or three (3) business days after deposit in a post office operated by the 
United States Postal Service.  Any notice sent by a recognized national overnight delivery service will be 
deemed effective one (1) business day after deposit with such service. Any notice personally delivered or 
delivered through a same-day delivery/courier service will be deemed effective upon its receipt or refusal 
to accept receipt by the addressee. Any party may designate a different person or entity or change the place 
to which any notice will be given as herein provided, by giving notice to the other parties as provided in 
this Section 6.2. 
 6.3. 
This NDRA is delivered in and relates to property located in Maricopa County, 
Arizona, and the rights and obligations of the parties hereunder will be governed by and construed in 
accordance with the substantive laws and judicial decisions of the State of Arizona (regardless of Arizona 
conflict of laws principles or the residence, location, domicile or place of business of the parties and their 
constituent principals) and applicable federal laws, rules and regulations. 
 6.4. 
This NDRA integrates all of the terms and conditions of the parties’ agreement 
regarding the subordination of the Deed of Trust and Lender’s interest thereunder to the Agreement, and

Exhibit D – Page 5 
WA 15266486.4  
supersedes all prior oral or written agreements with respect to such subordination (only to the extent, 
however, as would affect the priority between the Agreement and the Deed of Trust). This NDRA may not 
be modified or amended except by a written agreement signed by the parties or their respective successors 
in interest. 
 6.5. 
This NDRA may be executed and acknowledged in one or more counterparts, each 
of which may be executed by one or more of the signatory parties. Signature and notary pages may be 
detached from the counterparts and attached to a single copy of this NDRA physically to form one legally 
effective document. 
 6.6. 
This NDRA is subject to, and may be terminated by the City in accordance with, 
the provisions of A.R.S. §38-511. 
 6.7. 
Each party to this NDRA represents and warrants to the others that all necessary 
company, corporate and/or governmental approvals, consents and authorizations have been obtained prior 
to the execution of this NRDA by such party, and that the person executing this NRDA on behalf of such 
party is duly authorized to do so to bind such party.   
 6.8. 
Capitalized terms not defined herein will have the definitions set forth in the 
Agreement.

Exhibit D – Page 6 
WA 15266486.4  
IN WITNESS WHEREOF, the parties hereto have each caused this NDRA to be executed on or as 
of the day and year first above written.  
 
“CITY” 
CITY OF GLENDALE, an Arizona municipal 
corporation 
 
 
By: 
 
 
 
 
 
 
Name:  
 
 
 
 
 
Its: 
 
 
 
 
 
 
 
“LESSEE” 
ECL GLENDALE, LLC, an Arizona limited 
liability company 
 
 
By: EPIC Resort Destinations, LLC, a 
Missouri limited liability company, its 
Manager 
 
By:  
 
 
 
 
 
Glen B. Bilbo, Manager 
 
“LENDER” 
 
 
 
By: 
 
 
 
 
 
 
Name:  
 
 
 
 
 
Its:

Exhibit D – Page 7 
WA 15266486.4  
Acknowledgement by City 
______________________________________________________________________________ 
 
STATE OF 
 
 
 
) 
 
 
 
 
 
) ss. 
COUNTY OF   
 
)  
The foregoing was acknowledged before me this ____ day of __________, 2020 by 
___________________, the City _________________ of the City of Glendale, Arizona on behalf of the 
City.   
 
 
 
 
 
 
 
 
 
Notary Public 
My Commission Expires:  
 
 
 
 
 
 
 
 
Acknowledgement by Lessee 
______________________________________________________________________________ 
 
STATE OF 
 
 
 
) 
 
 
 
 
 
) ss. 
COUNTY OF   
 
)  
The foregoing was acknowledged before me this ____ day of __________, 2020 by Glen  B. Bilbo, 
the Manager of Epic Resort Destinations, LLC, on behalf of ECL Glendale, LLC, an Arizona limited 
liability company.  
 
 
 
 
 
 
 
 
 
Notary Public 
My Commission Expires:

Exhibit D – Page 8 
WA 15266486.4  
Acknowledgement by Lender 
______________________________________________________________________________ 
 
STATE OF 
 
 
 
) 
 
 
 
 
 
) ss. 
COUNTY OF   
 
)  
The foregoing was acknowledged before me this ____ day of __________, 2020 by 
___________________, of _____________, a ______________, on behalf of the _____________.   
 
 
 
 
 
 
 
 
 
Notary Public 
My Commission Expires:

Exhibit E – Page 1 
WA 15266486.4  
Exhibit E to Government Property Improvements Lease 
 
 
Special Warranty Deed 
When Recorded, Mail to: 
Office of the City Clerk 
City of Glendale, Arizona 
5850 West Glendale Avenue 
Glendale, Arizona 85301 
 
 
SPECIAL WARRANTY DEED 
For the consideration of the sum of Ten Dollars ($10.00) and other valuable consideration received, 
the City of Glendale, Arizona, an Arizona municipal corporation (“Grantor”), hereby conveys to 
____________, a _____________(“Grantee”), the following described real property (the “Property”) 
situated in Maricopa County, Arizona, together with all improvements thereon and all of Grantor’s interest 
in any easements, rights, and privileges appurtenant thereto:   
SEE EXHIBIT “A” ATTACHED TO THIS SPECIAL WARRANTY DEED AND BY THIS REFERENCE 
MADE A PART HEREOF 
SUBJECT ONLY TO all matters of record (except those created by Grantor from and after [insert 
date of conveyance from Owner to City]); any and all conditions, prescriptive easements, encroachments, 
rights-of- way, or restrictions which a physical inspection, of the Property would reveal; and all applicable 
municipal, county, state or federal zoning and use regulations.   
AND GRANTOR hereby binds itself and its successors to warrant and defend the title against all 
of the acts of Grantor and no other, subject to the matters set forth above.  
[SIGNATURE PAGE TO FOLLOW]

Exhibit E – Page 2 
WA 15266486.4  
 
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed as of 
this ____ day of __________, 2020.   
 
 
GRANTOR: 
 
CITY OF GLENDALE, ARIZONA, an Arizona 
municipal corporation 
 
 
 
By: 
 
 
 
 
 
 
Its:  City Manager 
 
 
 
STATE OF ARIZONA   
) 
 
 
 
 
) ss.  
COUNTY OF MARICOPA 
) 
On This the ____ day of __________, 2020, before me, the undersigned Notary Public, personally 
appeared _____________, who acknowledged himself to be the City Manager of the City of Glendale, 
Arizona, the Grantor named herein, and that, being authorized so to do, he or she executed the foregoing 
instrument for the purposes herein contained on behalf of the said Grantor.   
IN WITNESS WHEREOF, I hereunto set my hand and official seal.   
 
 
 
 
 
 
 
 
 
Notary Public 
My Commission Expires:

WA 15266486.4