item 10 Consideration of a Restrictive Covenant Agreement between the City of Garden Grove and GWGG, LLC. (Action Item) — Garden Grove City Council, November 26, 2024

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RESTRICTIVE COVENANT AGREEMENT By and Between THE CITY OF GARDEN GROVE and GWGG, LLC Table of Contents Page
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100. DEFINITIONS .......................................................................................................................... 2 200. REPRESENTATIONS AND WARRANTIES ......................................................................... 6 300. DEVELOPMENT OF THE GEN 4 IMPROVEMENTS .......................................................... 7 301. Scope of Development .................................................................................................. 7 302. City Design Review ...................................................................................................... 8 303. Owner to Pay Costs ....................................................................................................... 9 304. Schedule of Performance .............................................................................................. 9 305. Cost of Construction ..................................................................................................... 9 306. Insurance Requirements ................................................................................................ 9 307. Indemnification ............................................................................................................. 9 308. Financing of the Gen 4 Improvements ........................................................................ 10 309. Release of Construction Covenants ............................................................................ 10 310. Construction Contract ................................................................................................. 11 400. COVENANTS AND RESTRICTIONS; PAYMENT THEREFOR ....................................... 11 401. Compliance with Operating Covenant, and Radius Restriction Covenant ................. 11 402. Nondiscrimination Covenants ..................................................................................... 11 403. Maintenance of the Hotel ............................................................................................ 13 404. Hotel Operation and Management .............................................................................. 13 405. Compliance With Governmental Requirements ......................................................... 13 406. Term of Covenants ...................................................................................................... 13 407. Covenants in Favor of City ......................................................................................... 14 500. COVENANT CONSIDERATION .......................................................................................... 14 501. Covenant Consideration .............................................................................................. 14 502. Termination of Covenant Consideration ..................................................................... 14 503. No Pledge .................................................................................................................... 14 504. City Disbursement Conditions .................................................................................... 14 505. Sale of Hotel or Refinancing of Hotel ........................................................................ 14 600. DEFAULTS; REMEDIES; TERMINATION ......................................................................... 15 601. Defaults ....................................................................................................................... 15 602. Right to Cure Following a Breach; Default ................................................................ 15 603. Notice of Breach ......................................................................................................... 15 604. Waiver of Breach or Default ....................................................................................... 15 605. Legal Actions and Remedies; Judicial Reference ....................................................... 15 606. Termination by City .................................................................................................... 16 607. Termination by Owner ................................................................................................ 16 608. Acceptance of Service of Process ............................................................................... 17 609. Rights and Remedies Are Cumulative ........................................................................ 17 610. Attorneys’ Fees ........................................................................................................... 17 700. MISCELLANEOUS ................................................................................................................ 17 701. Notices, Demands and Communications Between the Parties ................................... 17 702. Enforced Delay; Extension of Times of Performance ................................................ 18 703. Transfers of Interest .................................................................................................... 18 704. Applicable Law ........................................................................................................... 20 705. Non-Liability of Officials and Employees of City ...................................................... 20 706. Relationship Between City and Owner ....................................................................... 20 Table of Contents (continued) Page
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707. City Approvals and Actions ........................................................................................ 20 708. Integration ................................................................................................................... 20 709. Titles and Captions ..................................................................................................... 20 710. Interpretation ............................................................................................................... 20 711. Modifications .............................................................................................................. 21 712. Severability ................................................................................................................. 21 713. Computation of Time .................................................................................................. 21 714. Legal Advice ............................................................................................................... 21 715. Time of Essence .......................................................................................................... 21 716. Cooperation ................................................................................................................. 21 717. Conflicts of Interest ..................................................................................................... 21 718. Facsimile/Email/Electronic Transmission of Signature Pages ................................... 22 Table of Contents (continued)
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EXHIBITS Exhibit A Schedule of Performance Exhibit B Preliminary Capital Cost Budget Exhibit C Release of Construction Covenants Exhibit D Radius Map Exhibit E Scope of Development

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RESTRICTIVE COVENANT AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) dated for purposes of identification only as of _________________, 2024 (the “Agreement Date”, as further defined below), is entered into by and between the CITY OF GARDEN GROVE, a municipal corporation duly organized and existing under the Constitution and laws of the State of California (“City”), and GWGG, LLC, a Delaware limited liability company (“Owner”) (individually a “party”, and collectively, the “Parties”). R E C I T A L S A. Owner owns a themed hotel and waterpark located at 12681 Harbor Boulevard, Garden Grove, California 92840 (the “Hotel”, as further defined below). B. The Hotel was constructed in accordance with, among other things, that certain First Amended and Restated Disposition and Development Agreement dated April 13, 2010, as subsequently amended and assigned (the “DDA”), which shall remain in effect in accordance with its terms except as superseded by this Agreement. C. GWR Manager (as defined below) currently manages the Hotel and operates the Hotel as a Great Wolf Lodge pursuant to the terms of an Amended and Restated Management Services Agreement (the “Current MSA”) by and between Owner and GWR Manager and an Amended and Restated License Agreement, Great Wolf Lodge at Garden Grove by and between Owner and GWR Manager (the “Current License Agreement”); D. The Current MSA will be amended by that certain First Amendment to Amended and Restated Management Services Agreement by and between Owner and GWR Manager (the “First Amendment to MSA”) which amendment shall be effective simultaneously with this Agreement (the Current MSA as amended by the First Amendment to MSA is referred to herein as the “MSA”); E. The Current License Agreement will be amended by that certain First Amendment to Amended and Restated License Agreement (the “First Amendment to License Agreement”) by and between Owner and GWR Manager which amendment shall be effective simultaneously with this Agreement (the Current License Agreement as amended by the First Amendment to License Agreement is referred to herein as the “License Agreement”). F. The MSA and License Agreement will be further memorialized pursuant to the General Agreement between Owner and GWR Manager, et al. to be dated on or prior to the Effective Date (the “General Agreement” and together with the MSA and the License Agreement, the “GWR Agreements”). The GWR Agreements, when effective, will include the following obligations: (i) obligations of the GWR Manager to oversee compliance by the Hotel with, and (to the extent within GWR Manager and Owner’s control) cause the performance of Owner’s obligations under Section 400 of this Agreement, and (ii) obligations of the Owner to construct and install the improvements described in the Scope of Development as defined below.

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G. Owner has agreed that as soon as practical on or after the Effective Date, as defined herein, it will record certain Covenants (as defined in section 400 hereof) in favor of City in return for City's payment to Owner of the Covenant Consideration (as defined in section 501 hereof). NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 100. DEFINITIONS “Affiliate” means any person or entity directly controlling, controlled by, or under common control with another person or entity, which, in the case of a limited liability company, shall include each of the managing members thereof. The term “control”, as used in the immediately preceding sentence, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled person or entity. “Agreement Date” means the date in the first paragraph hereof, which shall be the date on which the City Council approves this Agreement. “Applicable Transient Occupancy Tax Rate” means the lesser of the current rate of Transient Occupancy Tax (defined below), as applicable from time to time, or thirteen percent (13%). The Applicable Transient Occupancy Tax Rate shall be utilized to calculate the Covenant Consideration without regard to any increases, at any time, in the rate of the Transient Occupancy Tax (defined below). “Available Proceeds” means, with respect to an Eligible Financing or Eligible Sale of the Hotel, the gross proceeds received from such transaction, reduced by any debts repaid by Owner in connection with such transaction, and also by all closing costs incurred in connection with such transaction. “Breach” is defined in section 601 hereof. “Building Permits” shall mean building permits issued by the City in accordance with the Uniform Building Code and all other permits required by any governmental entity as a condition to the Construction of the Gen 4 Improvements. “Capital Cost Budget” is defined in Section 301.1 hereof. “City Disbursement Conditions” is defined in section 504 hereof. “City Manager” means the Garden Grove City Manager. “City Rules and Powers” is defined in Section 705. “Commenced Construction” or “Commencement of Construction” means the commencement of Construction of the Gen 4 Improvements. “Complete” or “Completion” or “Completion of Construction” means the completion of Construction of the Gen 4 Improvements in substantial compliance with this Agreement.

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“Construction,” “Constructed” or “Constructing” refers to the construction, installation, furnishing, or equipping of the Gen 4 Improvements. “Construction Contract(s)” means all contract(s) between Contractor and Owner pursuant to which the Contractor is obligated to Construct the Gen 4 Improvements. “Construction Financing” means debt and/or equity necessary to fund Construction of the Gen 4 Improvements in accordance with the Capital Cost Budget. “Construction Period” means the period from Commencement of Construction to Completion of Construction. “Continuously Operate” means the continuous operation of a material portion of the Hotel. “Contractor” means the general contractor engaged by the Owner to Construct the Gen 4 Improvements pursuant to the Construction Contract(s). “County” means the County of Orange, California. “Covenant Consideration” is defined in section 501 hereof. “Covenant Consideration Period” is defined in section 501 hereof. “Covenants” is defined in section 400 hereof. “CPI” means the Consumer Price Index-All Urban Consumers for the Los Angeles-Long Beach-Anaheim California Average, Subgroup “All Items” (1982-1984 = 100) as established by the Bureau of Labor Statistics of the U.S. Department of Labor. “Declaration” means the Declaration of Covenants, Conditions and Restrictions, in substantially the form agreed to by the Owner and the City. “Default(s)” is defined in section 601 hereof. “Design and Specifications” means the schematic plans and drawings depicting the Gen 4 Improvements, specifications, and the Capital Cost Budget. “Effective Date” means the date all of the following conditions are satisfied: (i) this Agreement is executed by all parties hereto; (ii) the Owner has received approval from Wells Fargo Bank, N.A. to record the Declaration; (iii) Owner has secured financing in an amount no less than $30,000,000; (iv) the GWR Agreements are executed, delivered, and in full force and effect, (v) the parties have agreed upon the terms of the Declaration and recorded same; and (vi) the Parties have agreed upon the Scope of Development and appended the same hereto as Exhibit E. “Eligible Financing” means any refinancing of the debt secured by the Hotel during the Operating Period in which a third party appraisal obtained from the lender of such refinancing determines a value for the Hotel equal to or greater than the Return Threshold. “Eligible Sale of the Hotel” means a Sale of the Hotel during the Operating Period for a gross purchase price equal to or greater than the Return Threshold.

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“Enforced Delay” is defined in section 702. “Final Design” is defined in Section 301.1. “Gen 4 Improvements” is described in the Scope of Development. “Governmental Requirements” means all applicable laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the State, the County, the City, or any other political subdivision in which the Hotel is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, the Owner or the Hotel, including all applicable state labor standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, all governmental requirements applicable to public works, including without limitation the payment of prevailing wages in compliance with Labor Code Section 1770, et seq., keeping of all records required pursuant to Labor Code Section 1776, complying with the maximum hours requirements of Labor Code Sections 1810 through 1815, and complying with all regulations and statutory requirements pertaining thereto, the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Sections 51, et seq. “Great Wolf Lodge” is the brand used by subsidiaries and affiliates of Great Wolf Resorts, Inc., for management, and operation of family resort hotels which include indoor waterparks and may include some or all of the following amenities: restaurants, arcades, spas, and children's activities. “GWR Manager” means GWR Manager, LLC, a Delaware limited liability company. “Hotel” means the Great Wolf Lodge located at 12681 Harbor Boulevard, Garden Grove, California, and includes, without limitation, the parking facilities, waterpark, and underlying real property. “Hotel Manager” means GWR Manager or any Affiliate thereof or its permitted successors and assigns pursuant to Section 404 of this Agreement. “Municipal Code” means the Garden Grove Municipal Code, as it may be amended from time to time. “Net Value” means, (1) with respect to an Eligible Financing, the amount by which the lender’s appraised value of the Hotel exceeds the Return Threshold, and (2) with respect to an Eligible Sale of the Hotel, the amount by which the gross purchase price of the Hotel exceeds the Return Threshold. “Notice” means a notice in the form prescribed by Section 701 hereof. “Notice of Breach” is defined in Section 603. “Operating Covenant” means the covenant by Owner that GWR Manager will manage the Hotel and that the Hotel will be operated as a Great Wolf Lodge during the Operating Period, except as provided in Section 404 hereof.

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“Operating Period” is the period commencing on July 1, 2025, and terminating on February 15, 2041. “Owner” means GWGG, LLC, and any successor to the Owner. “Preliminary Capital Cost Budget” means that certain capital cost budget which will include costs as delineated on Exhibit B, as further described in Section 301.1 hereof and which remains subject to change once the Final Plans are determined in accordance with this Agreement, but which shall equal an amount not less than Forty Million Dollars ($40,000,000). “Prevailing Wage Statutes” means Labor Code Section 1720, et seq. and applicable federal prevailing wage laws. “Radius Restriction Covenant” means Owner’s covenant to cause GWR Manager and its Affiliates to not, directly or indirectly, for themselves or on behalf of or in conjunction with any other Person, develop, construct, operate, manage, promote or grant a license to brand a Waterpark Hotel within a circular area around the Hotel, the radius of which is two hundred (200) miles (the “Radius Restriction Area”), as depicted on the Radius Map attached hereto as Exhibit D and incorporated herein by reference. Nothing in the foregoing shall restrict or limit the appearance within the Radius Restriction Area at any time during the Operating Period of any advertising of any other venue, attraction or items that exists outside of the Radius Restriction Area. “Records” means all books and records of the Owner and its contractors to the extent necessary to confirm construction costs. “Release of Construction Covenants” is defined in Section 309 hereof and means that certain Release of Construction Covenants substantially in the form of Exhibit C attached hereto. “Return Threshold” means the sum of $450,000,000 during calendar year 2025. During each subsequent calendar year, the Return Threshold means the sum of $450,000,000 plus 15% interest compounded annually commencing on January 1, 2026. The Return Threshold shall be adjusted upward on a dollar for dollar basis for every dollar Owner invests into the Hotel (i) for the Gen4 Improvements over and above the $40,000,000 required to be spent on the Gen4 Improvement pursuant to this Ageement; and (ii) subsequent to Completion of Construction for: (i) capital expenditures to improve the Hotel in excess of the capital reserve required by GWR Manager (i.e., 4% of Gross Operating Revenues); (ii) extraordinary Hotel operating losses incurred by Owner as a result of a federally-declared pandemic or any period during which any governmental entity restricts operation of the Hotel (a “Qualifying Loss”), subject to demonstration by Owner, to the reasonable satisfaction of the City, that any such loss is a Qualifying Loss; (iii) uninsured costs of repair following any natural disaster; or (iv) any other unexpected or non-standard capital investment into the Hotel or operations thereof (a “Non-Recurring Investment”), subject to demonstration by Owner, to the reasonable satisfaction of the City, that any such investment is a Non-Recurring Investment, to the reasonable satisfaction of the City, (each and collectively, a “Subsequent Investment”). Interest of 15% compounded annually shall accrue on the adjustment amount of each Subsequent Investment and added to the then current Return Threshold. “Sale of the Hotel” means the one-time conveyance by Owner of all of Owner’s interest in the Hotel at arms-length to a third party, not affiliated with the Owner or any entity which comprises or controls or is under common control with the Owner during the Operating Period.

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“Schedule of Performance” means the schedule for development of the Gen 4 Improvements attached hereto as Exhibit A and incorporated herein by reference. “Scope of Development” means the scope of development for the Gen 4 Improvements to be approved by the Parties (not to be unreasonably withheld, conditioned or delayed) and which shall be: (i) consistent with this Agreement, (ii) in compliance with Great Wolf brand standards, and (iii) in accordance with the Preliminary Cost Budget, and which shall be appended as Exhibit E hereto upon the Parties’ mutual approval and incorporated herein by reference. “State” means the State of California. “Substantial Conformity” is defined in Section 301.1. “Temporary Closure” means a period of time, no longer than reasonably necessary for repairs, reconstruction, or resolution, of maintenance issues, Enforced Delay notwithstanding, in no event longer than two hundred (200) days. “Transfer” as used herein shall mean and include any total or partial sale, transfer, conveyance, assignment, subdivision, lease, sublease, or license. “Transferee” shall refer to the person or entity receiving any Transfer. “Transient Occupancy Tax” means the occupancy tax levied on uninterrupted stays of no more than twenty-nine consecutive calendar days, and collected pursuant to Chapter 3.12 of the Municipal Code, as it may be amended from time to time, and held in the City’s general fund for unrestricted use, provided that, in no event shall an amendment of the Transient Occupancy Tax Code after the Effective Date result in an increase to the Applicable Transient Occupancy Tax Rate for purposes of calculating the Covenant Consideration. “Waterpark Hotel” means any hotel, including but not limited to hotels operating under the Great Wolf Lodge brand, offering an indoor waterpark featuring a waterpark or water play features where such water features exceed 30,000 square feet or more aggregate gross floor area. 200. REPRESENTATIONS AND WARRANTIES 201.1 City Representations. City represents and warrants to Owner, as follows: (a) City is a municipal corporation organized under the Constitution and laws of the State of California. (b) The execution and delivery of this Agreement by City has been fully authorized by all requisite actions on the part of City. (c) City’s execution, delivery, and performance of its obligations under this Agreement will not constitute a default or a breach under any law, contract, agreement, or order to which City is a party or by which it is bound. 201.2 Owner’s Representations. Owner represents and warrants to City as follows: (a) Authority. Owner is duly organized within the State of Colorado and in good standing under the laws of the State of Colorado and is authorized to do business, and in good

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standing in the State of California. The copies of the documents evidencing the organization of Owner that have been delivered to City are true and complete copies of the originals, as amended through the Date of Agreement. The execution, performance and delivery of this Agreement by Owner has been fully authorized by all requisite actions on the part of Owner. (b) No Conflict. Owner’s execution, delivery, and performance of its obligations under this Agreement will not constitute a default or a breach under any material contract, agreement, or order to which Owner is a party or by which it is bound. (c) No Owner Bankruptcy. Owner is not the subject of a current or pending bankruptcy proceeding. 300. DEVELOPMENT OF THE GEN 4 IMPROVEMENTS 301. Scope of Development. 301.1 Gen 4 Improvements. Owner shall Construct the Gen 4 Improvements in substantial conformance with the Scope of Development, within the time periods set forth in the Schedule of Performance. The Hotel shall Continuously Operate during Construction; provided, however that the parties hereto acknowledge that during Construction, Owner will have to close blocks of rooms and/or other Hotel space at varying times in order to proceed with the Construction of the Gen 4 Improvements and any such closures shall not be deemed a default with respect to or a failure to comply with this Agreement. The physical quality of the Gen 4 Improvements, including general construction quality, finish material, lighting (if and to the extent included in the Design and Specifications, Scope of Development and Final Design), landscaping and applicable site amenities shall be substantially comparable to that achieved at the Great Wolf Lodge located at 20500 Old Highway, Centralia, Washington 98531; provided, however that nothing in this Agreement shall require or otherwise obligate Owner to spend more than $40,000,000 on the Gen 4 Improvements unless otherwise agreed by Owner in its sole and absolute discretion. The Owner shall submit the Design and Specifications for the Gen 4 Improvements for review by the City. The Design and Specifications shall include a detailed budget for the construction, furnishing and equipping of the Gen 4 Improvements (the “Capital Cost Budget” for the Gen 4 Improvements), which Capital Cost Budget shall be at least equal to the Preliminary Capital Cost Budget for the Gen 4 Improvements, as adjusted pursuant to the third paragraph of this Section 301.1, if such adjustment is applicable. The City shall review, in accordance with Section 302 below, the Capital Cost Budget submitted with such Design and Specifications to assure that it represents a reasonable estimate of the cost required to Construct the Gen 4 Improvements. The City shall also review the Design and Specifications to assure that the Design and Specifications are in conformity with the Scope of Development. The Design and Specifications shall be deemed to be in conformity with the Scope of Development, and the associated Capital Cost Budget shall be deemed to be a reasonable estimate of the cost required to construct, furnish, and equip the Gen 4 Improvements if a registered California architect delivers a certification to the City to such effect. If an architect certification is not delivered, the City shall have the right, but not the obligation, to reject, within ten (10) business days of receipt, the Design and Specifications (including the Capital Cost Budget) for the Gen 4 Improvements until Owner corrects such matters to the reasonable satisfaction of City. Provided that Owner is not otherwise in Default and subject to the right to terminate as a result of the expiration of the term of this Agreement, the foregoing process shall be repeated as many times as necessary until the Design and Specifications and associated Capital Cost Budget are ascertained to have met the standards set forth

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above, or the City, in its sole discretion, approves such Design and Specifications (including the Capital Cost Budget) irrespective of such requirement. Once the Design and Specifications (including the Capital Cost Budget) are approved in the foregoing manner, such Design and Specifications (including the Capital Cost Budget) shall be referred to as the “Final Design” for the Gen 4 Improvements; provided, however that the “Final Design” shall be deemed to incorporate and include any Change Orders submitted to and approved by the City pursuant to Section 302.3 below. Owner shall file such Design and Specifications (including the Capital Cost Budget) with respect to the Gen 4 Improvements on or before 30 days prior to the proposed date for Commencement of Construction. The Gen 4 Improvements will be Constructed in Substantial Conformity with the Final Design. If Gen 4 Improvements are not Constructed in Substantial Conformity with the Final Design, then the City shall not be obligated to pay Covenant Consideration. The Gen 4 Improvements shall be deemed to have been developed in conformity with the Final Design if the requirements of Section 501 have been satisfied. “Substantial Conformity” for purposes of this Section means that the final cost of Constructing the Gen 4 Improvements shall be no less than five percent (5%) less than the approved Capital Cost Budget and the materials shall be of like quality and appearance, and the Gen 4 Improvements shall be otherwise built in accordance with the Final Design. Following the issuance of the Release of Construction Covenants for the Hotel and thereafter until the expiration or termination of the Covenant Consideration Period, the Hotel and repair and maintenance thereof shall remain comparable in terms of quality (subject to normal wear and tear) and level of amenities existing for the Hotel as of the date of issuance of the Release of Construction Covenants. 302. City Design Review. 302.1 City Review and Approval. The City shall have all rights to review and approve or disapprove all Design and Specifications and other required submittals in accordance with the City Municipal Code, and nothing set forth in this Agreement shall be construed as the City’s approval of any or all of the Design and Specifications. Following approval of the Final Design for the Gen 4 Improvements, City shall have no further review and approval rights over the Design and Specifications of the Gen 4 Improvements except to the extent the Owner does not adhere to such Final Design in construction of the Gen 4 Improvements. Owner shall obtain City’s approval over any material changes to the approved Design and Specifications. Any request for approval of a material change order shall be submitted to the City and the City shall, within ten (10) business days, provide a response to such request along with, should the approval be denied, the reason for such denial. Owner shall resubmit any denied request for change order addressing City’s comments, if commercially feasible, and City shall provide a response within ten (10) business days of such submittal. Consistent with Section 705, nothing herein shall be deemed to limit the City’s and other governmental agencies’ authority over the issuance of building and construction permits, inspections, and other Governmental Requirements. 302.2 Defects in Plans. The City shall not be responsible either to the Owner or to third parties in any way for any defects in the Final Design, nor for any structural or other defects in any work done according to the Final Design, nor for any delays reasonably caused by the review and approval processes established by this Section 302.

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303. Owner to Pay Costs. Owner shall, without limitation, apply for and secure and pay for all permits and fees required by the City, County, and other governmental agencies with jurisdiction over construction of the Gen 4 Improvements. 304. Schedule of Performance. The Owner shall submit all applications for and Commence Construction and Complete Construction of the Gen 4 Improvements and otherwise comply with its obligations under this Agreement in material compliance with the Schedule of Performance, as such dates therein may be extended as a result of Force Majeure or otherwise by the parties or by operation of law. For the avoidance of doubt, any delay caused by the approval processes set forth in Sections 301 and 302 shall, if caused by any delay of the City in such approval process, result in a day for day extension of each of the milestones set forth in the Schedule of Performance. 305. Cost of Construction. All of the cost of planning, designing, developing and Constructing the Gen 4 Improvements shall be the responsibility of the Owner. 306. Insurance Requirements. On or before the date of Commencement of Construction of the Gen 4 Improvements or any portion thereof, the Owner shall take out and maintain or shall cause its contractor to take out and maintain until the issuance of the final Release of Construction Covenants pursuant to Section 310 of this Agreement, a comprehensive general liability policy with a policy limit in the amount of Three Million Dollars ($3,000,000) combined single limit policy, with limits of One Million Dollars ($1,000,000) per occurrence, including contractual liability, as shall protect the Owner and City from claims for such damages, and which policy shall be issued by a reputable insurance carrier licensed to do business in the State of California. Such policy or policies shall be written on an occurrence basis. The Owner shall also furnish or cause to be furnished to the City evidence satisfactory to the City that Owner and any contractor with whom it has contracted for the performance of work pursuant to this Agreement carries workers’ compensation insurance as required by law. The Owner shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate shall name the City and its respective officers, employees, agents, representatives and volunteers as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status. The certificate and endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation, or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation, or termination. Coverage provided hereunder by the Owner shall be primary insurance and not be contributing with any insurance maintained by the City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City. The required certificate shall be furnished by the Owner prior to the Commencement of Construction of the Gen 4 Improvements or any portion thereof. 307. Indemnification. The Owner shall defend, indemnify, assume all responsibility for, and hold the City, and its officers, employees, agents, representatives and volunteers, harmless from all claims, demands, damages, defense costs or liability of any kind or nature relating to (a) any damages to property or injuries to persons, including accidental death (including attorneys’ fees and costs), which may be caused by any acts or omissions of the Owner under this Agreement, whether such activities or performance thereof be by the Owner or by anyone directly or indirectly employed or contracted by the Owner and whether such damage shall accrue or be discovered before or after termination of this Agreement, except to the extent such matters are caused by the negligence or willful misconduct of the City, or its officers, employees, agents, representatives or volunteers, its own Default

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under this Agreement, or the invalidity of any covenants, representations or warranties of the City (except to the extent the invalidity of such covenant, representation, or warranty has been previously disclosed to and approved by Owner), as to which Owner shall not be liable, and (b) any litigation, administrative or adjudicative challenge by third parties to the approval of any environmental analysis with respect to the Gen 4 Improvements and this Agreement and/or Governmental Requirements (“Action”). The Owner shall have the obligation to defend any such Action; provided, however, that this obligation to defend shall not be effective if and to the extent that Owner determines in its reasonable discretion that such Action is meritorious or that the interests of the parties justify a compromise or a settlement of such Action, in which case Owner shall compromise or settle such Action in a way that fully protects City from any liability or obligation (except, with respect to Actions arising under clause (a) to the extent such matters are caused by the negligence or willful misconduct of the City, or its officers, employees, agents, representatives or volunteers, its own Default under this Agreement, or the invalidity of any covenants, representations or warranties of the City (except to the extent the invalidity of such covenant, representation, or warranty has been previously disclosed to and approved by Owner)) . In this regard, Owner’s obligation and right to defend shall include the right to hire (subject to written approval by the City, such approval not to be unreasonably withheld) attorneys and experts necessary to defend, the right to process and settle reasonable claims, the right to enter into reasonable settlement agreements and pay amounts as required by the terms of such settlement, and the right to pay any judgments assessed against Owner or City. If Owner defends any such Action, as set forth above, (i) Owner shall indemnify and hold harmless City and its officers, employees, representatives, agents and volunteers from and against any claims, losses, liabilities, or damages assessed or awarded against either of them by way of judgment, settlement, or stipulation except to the extent such matters are caused by the negligence or willful misconduct of the City, or its officers, employees, agents, representatives or volunteers, its own Default under this Agreement, or the invalidity of any covenants, representations or warranties of the City (except to the extent the invalidity of such covenant, representation, or warranty has been previously disclosed to and approved by Owner); (ii) City shall be entitled to settle any such claim only with the written consent of the Owner; and (iii) any settlement without Owner’s consent shall not constitute a default by City but shall release Owner’s obligations under this Section 307 with respect to such settled claim. 308. Financing of the Gen 4 Improvements. The Owner shall be responsible for the financing of the Gen 4 Improvements. The securing of any such financing shall be a condition precedent to Owner’s obligations hereunder. 309. Release of Construction Covenants. Promptly after completion of the Gen 4 Improvements, in Substantial Conformity with the Final Design, the City shall furnish Owner with a Release of Construction Covenants as to the Gen 4 Improvements, upon written request therefor by Owner. The City shall not unreasonably withhold such Release of Construction Covenants. Such Release of Construction Covenants shall be a conclusive determination of satisfactory completion of the construction of the Gen 4 Improvements, and the Release of Construction Covenants shall so state. The Release of Construction Covenants shall be in such form as to permit it to be recorded in the Recorder’s Office of Orange County. If the City refuses or fails to furnish a Release of Construction Covenants after written request from the Owner, the City shall, within ten (10) days of written request therefor, provide Owner with a written statement of the reasons the City refused or failed to furnish a Release of Construction Covenants. The statement shall also contain City’s opinion of the actions Owner must take to obtain a Release of Construction Covenants. If the reason for such refusal is confined to the immediate unavailability of specific items of materials for landscaping or other minor “punch list” items, the City shall issue its Release of Construction Covenants upon the posting of a bond or other security acceptable to City in City’s sole discretion in an amount representing the fair

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value of the work not yet completed.1 Such Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of Owner to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Release of Construction Covenants is not a notice of completion as referred to in the California Civil Code Section 3093. 310. Construction Contract. The Construction Contract(s) to be executed between Owner and the Contractor for the Construction of the Gen 4 Improvements shall include reference to this Agreement and such Contractor’s specific obligation to carry out the Construction of the Gen 4 Improvements in conformity with the applicable federal, state, and local laws and regulations and shall be submitted to City for review. Upon execution, Owner shall certify the copies to be true and correct copies thereof, 400. COVENANTS AND RESTRICTIONS; PAYMENT THEREFOR Owner hereby agrees to the recordation of the Declaration memorializing certain covenants, conditions, and restrictions applicable to the use and operation of the Hotel as set forth in Sections 401 through 406 (collectively, “Covenants”). As consideration for such agreement, City shall pay to Owner the Covenant Consideration in accordance with section 501 hereof. The Covenants shall be enforceable by City against Owner and all successors-in-interest to all or any portion of Owner's interest in the Hotel during the Operating Period, unless earlier released as a result of the termination of this Agreement pursuant to its terms. 401. Compliance with Operating Covenant, and Radius Restriction Covenant. Owner covenants and agrees to comply with, and cause Hotel Manager's compliance with, the Operating Covenant and Radius Restriction Covenant during the Operating Period. All uses with respect to the Hotel, including, without limitation, all activities undertaken by Owner pursuant to this Agreement, shall conform to all applicable Governmental Requirements and recorded documents pertaining to the Hotel. Owner further covenants that, during the Operating Period, room rates will include access to and use of the waterpark elements of the Hotel, except (i) in the event national, state, or local legislation or regulations are enacted that create a requirement or incentive to unbundle waterpark access and room rate, so long as all similarly situated Waterpark Hotels in the State are also unbundling waterpark access and room rates; or (ii) in the event all Great Wolf Lodge locations in the United States adopt the commercial approach to unbundle waterpark access from room rate. 402. Nondiscrimination Covenants. 402.1 Nondiscrimination in the Transfer, Use Occupancy, Tenure, or Enjoyment of the Hotel. Owner covenants by and for itself and any successors in interest, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the Transfer, use, occupancy, tenure or enjoyment of the Hotel, nor shall Owner itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Hotel. 1 McWhinney construction team to review

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Owner shall refrain from restricting the rental, sale, or lease of the Hotel on the basis of race, color, religion, sex, marital status, ancestry, or national origin of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or non-segregation clauses: (a) In deeds: “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land.” (b) In leases: “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.” (c) In contracts: “There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises.” 402.2 Nondiscrimination in Employment. Owner covenants that all persons employed or applying for employment by Owner or its Affiliates at the Hotel and all subcontractors, bidders and vendors doing work at the Hotel, are and will be treated equally by it without regard to, or because of race, color, religion, ancestry, national origin, sex, age, pregnancy, childbirth or related medical condition, medical condition (cancer related) or physical or mental disability, and in compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000, et seq., the Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment Act of 1967, 29 U.S.C. Section 621, et seq., the Immigration Reform and Control Act of 1986, 8 U.S.C. Section 1324b, et seq., 42 U.S.C. Section 1981, the California Fair Employment and Housing Act, Cal. Government Code Section 12900, et seq., the California Equal Pay Law, Cal. Labor Code Section 1197.5, Cal. Government Code Section 11135, the Americans with Disabilities Act, 42 U.S.C. Section

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12101, et seq., and all other anti-discrimination laws and regulations of the United States and the State of California as they now exist or may hereafter be amended. 403. Maintenance of the Hotel. Owner shall maintain or cause Hotel Manager to maintain the Hotel and all improvements thereon, including all landscaping, in compliance with all applicable provisions of Municipal Code and the Declaration. 404. Hotel Operation and Management. Owner acknowledges that during the Operating Period, GWR Manager shall be the manager of the Hotel and the Hotel shall be branded as and operate under the GWR Agreements as a Great Wolf Lodge; provided, however Owner shall have the right to terminate the GWR Agreements in accordance with their terms and replace the Hotel Manager, provided, further, City shall have the right to approve, in its sole and absolute discretion, any other hotel manager or operator and the change of the Hotel from a Great Wolf Lodge to another brand. Should City not approve of such new manager and/or brand within thirty (30) days of submission, either party shall have the right to terminate this Agreement pursuant to Section 607 hereof. 405. Compliance With Governmental Requirements. The Owner shall carry out the operation of the Hotel in conformity with all Governmental Requirements. In this regard, the Owner shall be solely responsible for determining and effectuating compliance with all applicable public works requirements, prevailing wage laws, and federal and state labor laws, and the City makes no representation as to the applicability or non-applicability of any of such laws to the development of the Property. Owner hereby expressly acknowledges and agrees that the City has not previously affirmatively represented to the Owner or its contractor(s) for the construction or development of the Hotel that such work is not a “public work” as defined in Section 1720 of the Labor Code. Owner shall indemnify, protect, defend and hold harmless the City and its respective officers, employees, contractors and agents, with counsel reasonably acceptable to City, from and against any and all loss, liability, damage, claim, cost, expense and/or “increased costs” (including reasonable attorney’s fees, court and litigation costs, and fees of expert witnesses) which, in connection with the development, construction (as defined by applicable law) and/or operation of the Hotel, including, without limitation, any and all public works (as defined by applicable law), results or arises in any way from the noncompliance by Owner with respect to any applicable local, state and/or federal law. The foregoing indemnity shall survive termination of this Agreement and shall continue as to any construction and/or development of the Hotel by the Owner. Owner shall provide certified payroll evidence, as reasonably represented by City, to verify Owner’s compliance with this provision. 406. Public Benefit. Beginning January 1, 2026, at least one time per calendar year during the Operating Period, Owner will issue an exclusive Garden Grove Resident Promotion that will entitle residents of Garden Grove to up to 40% off of the Hotel’s best available rate for the night based on availability. Owner will publish the Garden Grove Resident Promotion on one or more of its social media channels and an email list for those who register. Residents must show valid ID to prove residency. 407. Term of Covenants. As further set forth in the Declaration, the Covenants set forth in this Section 400 shall remain in effect for the terms set forth below. Upon the termination of the Covenants pursuant to the terms set forth below, City shall provide whatever documentation is required to record the release of such Covenants. 407.1 The nondiscrimination Covenants set forth in Section 402 shall remain in effect in perpetuity.

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407.2 The Covenants set forth in Sections 401, 403, 404, 405 and 406, shall be effective until the end of the Operating Period or earlier termination of the Covenant Consideration Period or this Agreement. 408. Covenants in Favor of City. The Covenants established in this Agreement and the Declaration shall, without regard to technical classification or designation, run with the land and be binding on Owner and its successors and assigns for the sole benefit and in favor of the City and its successors and assigns. 500. COVENANT CONSIDERATION Each year during the Operating Period, as consideration for the Owners compliance with the Covenants set forth in Section 400 during the Operating Period, the City has agreed to provide to Owner the Covenant Consideration (defined in Section 501 below) pursuant to the terms set forth in this Section 500. 501. Covenant Consideration. Subject to satisfaction of the City Disbursement Conditions (defined in section 504 below), City shall pay to Owner annual payments for a period of ten (10) years beginning upon Completion of Construction (the “Covenant Consideration Period”), each such payment equal to forty percent (40%) of the Applicable Transient Occupancy Tax collected and remitted to City with respect to the Hotel during the City’s fiscal year occurring prior to each payment (the “Covenant Consideration”). The Covenant Consideration shall be paid no later than sixty (60) days following the last day of the applicable annual period, subject to termination of the Covenant Consideration obligation pursuant to section 502 below. 502. Termination of Covenant Consideration. City’s obligation to pay the Covenant Consideration shall terminate as of the earlier of (i) the expiration of the Covenant Consideration Period; (ii) the date the Hotel ceases to operate for reasons other than a Temporary Closure, subject to City's receipt from Owner of written notice of such Temporary Closure within ten (10) days of the initial occurrence of the onset of the condition(s) causing such Temporary Closure; (iii) a Default by Owner, including without limitation the failure or Breach of a Covenant or (iv) termination of this Agreement pursuant to its terms. 503. No Pledge. The obligation to pay the Covenant Consideration pursuant to this Agreement shall not be deemed to constitute a pledge of any particular funds by City, but instead an obligation contingent upon the generation of Transient Occupancy Tax in accordance with section 501 above and the satisfaction of the Covenants. 504. City Disbursement Conditions. Notwithstanding anything in this Agreement which is or appears to be to the contrary, in no event will City pay any Covenant Consideration to Owner pursuant to the terms hereof unless all of the following conditions precedent (collectively, the “City Disbursement Conditions”) are satisfied on the date of the applicable disbursement: (i) Owner is in compliance with the terms of this Agreement, including but not limited to the Covenants, (ii) there shall be no Breach or Default by Owner hereunder, and (iii) this Agreement shall remain in full force and effect. 505. Sale of Hotel or Refinancing of Hotel. . Sale of Hotel or Refinancing of Hotel. Until the earlier to occur of: (i) the expiration of the Covenant Consideration Period or (ii) Owner’s Sale of the Hotel, upon an Eligible Sale of the Hotel and/or each occurrence of an Eligible Financing, Owner

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shall make a payment to the City equal to 50% of the Net Value from such transaction, but not to exceed Owner’s Available Proceeds from such transaction. Notwithstanding the foregoing, the aggregate payments made by Owner to City pursuant to this Section 505 shall not exceed the aggregate Covenant Consideration paid from the City to Owner. 600. DEFAULTS; REMEDIES; TERMINATION 601. Defaults. Failure or delay in the due, timely, and complete performance of each and every condition, restriction, Covenant, or obligation herein applicable to Owner or City, respectively, (each, a “Breach”) shall, after notice required by section 603 below and the failure of the non-performing party to cure in accordance with section 602 hereof, constitute a default (“Default(s)”). Further, failure of any Covenant shall constitute a Default by Owner hereunder after notice required by section 603 and failure to timely cure. 602. Right to Cure Following a Breach; Default. Subject to Section 702, unless a different cure period is expressly provided elsewhere in this Agreement, the party whose acts or omissions to act give rise to a Breach as defined in Section 601 shall be entitled to cure, correct, or remedy such Breach, if (i) such defaulting party commences curing said Breach within thirty (30) days of receipt of the Notice of Breach, as defined in Section 603, and (ii) such defaulting party thereafter diligently and continuously pursues the curing of said Breach, and (iii) such defaulting party fully completes such cure, correction or remedy within sixty (60) days of receipt of said Notice of Breach, or, if such Breach cannot reasonably be cured within said 60-day period, within such additional time as is reasonably necessary to cure such Breach, but in no event more than one hundred and fifty (150) days after such party received said Notice of Breach; provided, that in the event the Breach is a failure to pay or discharge any monetary obligation hereunder when due (i.e., a monetary default), the defaulting party shall fully complete such cure, correction or remedy within ten (10) days of receipt of the Notice of Breach. If a Breach is not cured within the applicable period provided above, it shall thereafter constitute a Default. 603. Notice of Breach. The non-breaching party shall give written notice of breach (“Notice of Breach”) to the non-performing party, specifying the breach of this Agreement complained of by the non-breaching party. Failure or delay in giving such notice shall not constitute a waiver of any Breach of this Agreement. 604. Waiver of Breach or Default. A waiver by either Party of any covenant or condition to be performed by the other Party shall not be effective unless in writing. Except as otherwise expressly provided in this Agreement, any failure or delay by either Party in asserting any of its rights or remedies as to any Breach or Default shall not operate as a waiver of any Breach or Default or of any rights or remedies in connection therewith or of any other rights and remedies provided by this Agreement or by law, or deprive such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 605. Legal Actions and Remedies; Judicial Reference. Either party may institute legal action to enforce the provisions hereof. All actions arising under this Agreement or relating to its interpretation shall be heard by a referee of the Orange County Superior Court pursuant to Code of Civil Procedure Sections 638, et seq. With respect to all judicial reference proceedings under this Agreement, Owner and City shall agree upon a single referee who shall then try all issues, whether of fact or law, and report a finding and judgment thereon and issue all legal and equitable relief appropriate under the circumstances of the controversy. If Owner and City are unable to agree on a

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referee within ten (10) days of a written request to do so by either party, either party may seek to have one appointed pursuant to Code of Civil Procedure Section 640. The cost of such proceeding shall initially be borne equally by Owner and City, but shall ultimately be borne by the party who does not prevail. Any referee selected pursuant to this Section shall be considered a temporary judge appointed pursuant to Article 6, Section 21 of the California Constitution. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED WITHIN THE SCOPE OF THE JUDICIAL REFERENCE PROVISION ABOVE DECIDED BY A NEUTRAL REFEREE AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE JUDICIAL REFERENCE PROVISION OR THE STATUTES INCORPORATED THEREIN BY REFERENCE. IF YOU REFUSE TO SUBMIT TO JUDICIAL REFERENCE AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO SUBMIT UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS JUDICIAL REFERENCE PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF MATTERS INCLUDED IN THE JUDICIAL REFERENCE PROVISION TO A NEUTRAL REFEREE. Owner’s Initials City’s Initials 606. Termination by City. In the event that City is not in Default under this Agreement, City may terminate this Agreement if: (a) One or more of City’s Disbursement Conditions for the annual disbursement of the Covenant Consideration is not satisfied on or before commencement of the Covenant Consideration Period and such failure is not caused by City; or (b) Owner is otherwise in Default hereof; Upon such termination, then this Agreement and any rights of Owner or any Transferee with respect to or arising out of this Agreement, including without limitation the payment of the Covenant Consideration shall, at the option of City, be terminated by City by written Notice thereof to Owner. From the date of the written Notice of termination of this Agreement by City to Owner by virtue of the application of (a) and/or (b) above, this Agreement shall be deemed terminated and there shall be no further rights or obligations between the Parties. In the case of termination by virtue of (b) above, City may pursue any remedies it has hereunder subject to any restrictions or limitations upon such remedies set forth herein or by law. 607. Termination by Owner. Provided that Owner is not otherwise in Breach or Default hereunder, and Owner has decided to exercise its rights of termination under the GWR Agreements, Owner has requested approval of a new manager and/or operator for the Hotel and City has failed to approve of such new manager and/or operation, Owner may terminate this Agreement upon 30 days’ prior written notice to City. Upon Notice of termination of this Agreement by Owner to City hereunder, CMCM

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this Agreement shall be deemed terminated and there shall be no further rights or obligations between the Parties. 608. Acceptance of Service of Process. In the event that any legal action is commenced by Owner against City, service of process on City shall be made by personal service upon City Manager with a copy to City Attorney or in such other manner as may be provided by law. In the event that any legal action is commenced by City against Owner, service of process on Owner shall be made by personal service upon Owner, or in such other manner as may be provided by law. 609. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement to the contrary, the rights and remedies of the Parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other matter, which by the passage of time may become a Default by the other party. 610. Attorneys’ Fees. In any action between the parties to interpret, enforce, reform, modify, rescind or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to damages, injunctive relief or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys’ fees. 700. MISCELLANEOUS 701. Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document, or other notice (“Notice”) which either party may desire to give to the other party under this Agreement must be in writing and may be given by registered or certified U.S. Mail, personal service, reliable overnight courier service, or by any commercially acceptable means to the party to whom the Notice is directed at the address of the party as set forth below, or at any other address as that party may later designate by Notice. To City: City of Garden Grove 11222 Acacia Parkway Garden Grove, California 92840 Attention: Lisa L. Kim, City Manager Phone No.: (714) 741-5100 Email: [email protected] cc: Office of Economic Development To City Attorney: Omar Sandoval, Esq. Woodruff & Smart 555 Anton Blvd. Ste 1200 Costa Mesa, CA 92626 To Owner: GWGG, LLC c/o McWhinney Real Estate Services, LLC 1800 Wazee Street, Suite 200 Denver, CO 80202 Attn: EVP, Hospitality with a copy to General Counsel

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Any written notice, demand or communication shall be deemed received (a) immediately if delivered by hand, (b) on the third day from the date it is postmarked if delivered by registered or certified mail, (c) on the next business day if sent by reliable overnight courier service, facsimile, or email. 702. Enforced Delay; Extension of Times of Performance. Notwithstanding anything to the contrary herein contained, performance by either party hereunder shall not be deemed a Default, and all performance and other dates specified in this Agreement shall be extended in the event of delays, the proximately causes of which are beyond the control of or not the fault of the party claiming an extension of time to perform (each, an “Enforced Delay”). An Enforced Delay may include, but is not limited to, the following: war or acts of terrorism; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; pandemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; unusually severe weather; acts or omissions of the other party; any litigation, administrative, or third-party adjudicative challenge to the validity, applicability, interpretation, or implementation of this Agreement, or acts or failures to act of any public or governmental agency or entity other than City (which acts or failures to act shall not excuse performance hereunder by City). Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the Enforced Delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause, or from the date of the notice thereof, if notice by the party claiming such extension is sent to the other party later than thirty (30) days after the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Parties. The Parties agree to reasonably consider requests for such extensions in good faith. 703. Transfers of Interest. 703.1 Prohibition. The qualifications and identity of Owner are very important and of particular concern to City. It is because of those qualifications and identity that City has entered into this Agreement. Except as provided in Section 703.2 below, no voluntary or involuntary successor in interest of Owner shall acquire any rights or powers under this Agreement, nor shall Owner nor any successor in interest thereto (i) make any total or partial Transfer of all or any portion of the Hotel, or (ii) assign this Agreement without the prior written approval of City, which approval shall not be unreasonably withheld, except as expressly set forth herein. Any Transfer or attempted Transfer of Owner's rights hereunder or its interest in the Hotel in violation of this Section 703 shall terminate this Agreement and all of City’s obligations hereunder, and City shall have no further recourse or remedy for such Transfer under this Agreement. 703.2 Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, approval by City of an assignment by Owner of this Agreement or Transfer of Owner's interest in the Hotel or any portion thereof, shall not be required in connection with any of the following: (a) Any Transfer to the City or any other appropriate governmental agency, or for the purpose of the granting of easements, permits or similar rights to facilitate construction, use and/or operation of the Hotel.

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(b) Any Transfer for financing or refinancing purposes, including the grant of a deed of trust to secure the funds necessary for land acquisition, construction and permanent financing of the Hotel and/or Gen 4 Improvements, as applicable. (c) Any collateral assignment of the Covenant Consideration or other obligations due and owing to the Owner for purposes of borrowing money to be used on the Gen 4 Improvements. (d) Any Transfer to an entity in which Owner (a) retains operational control over the management, development, and construction of the Gen 4 Improvements (subject to the right of non-managerial members, partners, or shareholders, as applicable, to exercise voting rights with respect to so-called "major decisions") and (b) has not less than five percent (5%) interest in profit and losses in the Hotel. (e) Any Transfer to any lender, agent, or any of their nominees by foreclosure or deed in lieu of foreclosure, or to a third party purchaser at a foreclosure sale or after foreclosure by such lender, agent, or any of their nominees. (f) Any Transfer to a lessee or sublessee of a portion of the Hotel that is incidental to the primary purpose of the Hotel provided such lessee or sub lessee is consistent with the overall purposes of the Hotel. 703.3 City Consideration of Requested Transfer. City agrees that it will not unreasonably withhold, condition, or delay approval of a request made pursuant to Section 703.1 above, provided Owner delivers written notice to City requesting such approval. Such notice shall be accompanied by sufficient evidence regarding the proposed assignee’s or purchaser’s development and/or operational qualifications and experience, its financial commitments and resources, and its ability to comply with the covenants set forth herein, in sufficient detail to enable City to evaluate the proposed Transferee pursuant to the criteria set forth in Section 703.1 above, and as reasonably determined by City. City shall evaluate each proposed Transferee on the basis of its development experience and/or qualifications and experience in the operation of facilities similar to the Hotel, its financial commitments and resources, and its ability to comply with the Covenants. City may not disapprove any proposed Transferee that demonstrates to the reasonable satisfaction of the City that the transferee/assignee or its guarantor has a net worth sufficient to provide the prerequisite equity and access to debt offered by an institutional commercial real estate lender so as to permit the financing of the acquisition and operation of the Hotel and transferee/assignee and/or is contract manager or the individual within the contract management entity responsible for management of the Hotel has at least ten (10) years recent experience owning or operating first class hotel/retail/restaurant projects similar to the Hotel. An assignment and assumption agreement in form reasonably satisfactory to City’s legal counsel shall also be required for all such proposed Transfers. Within thirty (30) days after receipt of Owner’s written notice requesting City approval of a Transfer pursuant to Section 703.1, City shall either approve or disapprove such proposed Transfer, or shall respond in writing by stating what further information, if any, City reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a response, Owner shall promptly furnish to City such further information as may be reasonably requested. 703.4 Successors and Assigns. All of the terms, covenants and conditions of this Agreement shall be binding upon Owner and its permitted successors and assigns. Whenever the term “Owner” is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided.

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703.5 Assignment by City. City may Transfer any of its rights or obligations under this Agreement with the approval of Owner, which approval shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, City may Transfer any of its interests hereunder to a governmental agency or authority of City at any time without the consent of Owner, subject to the assumption by such Transferee of City's obligations. 704. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to persons and/or transactions having contacts with the State of California. 705. Non-Liability of Officials and Employees of City. No official or employee of City shall be personally liable to Owner or any successor in interest (i) in the event of any Default or breach by City; (ii) for any amount which may become due hereunder to Owner or Owner's designated payee or successor in interest; or (iii) for any City obligations hereunder. 706. Relationship Between City and Owner. It is hereby acknowledged that the relationship between City and Owner is not that of a partnership or joint venture and that City and Owner shall not be deemed or construed for any purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the exhibits hereto, City shall have no rights, powers, duties or obligations with respect to the development, operation, maintenance, or management of the Hotel; and Owner agrees to indemnify, hold harmless, and defend City from any claim made against City arising from a claimed relationship of partnership or joint venture between City and Owner with respect thereto based upon actions by Owner. 707. City Approvals and Actions. This Agreement shall be administered by City Manager or City Manager's designated representative, following approval of this Agreement by City. The City Manager or City Manager's authorized representative shall have the authority to issue interpretations, waive provisions, enter into amendments of this Agreement on behalf of City, and approve Owner’s fulfillment of Owner requirements hereunder, so long as such actions do not substantially change the permitted Hotel uses hereunder, unless City Manager elects to refer such matter to the City Council for approval. City Manager may also approve extensions of time in accordance with Section 702 hereof. All other interpretations, waivers, amendments, or extensions of time shall require the written consent of City Council. Whenever City’s approval is required under the terms of this Agreement, such approval shall not be unreasonably withheld, conditioned, or delayed, unless specified otherwise herein. 708. Integration. This Agreement, including Exhibits A through C, constitute the entire understanding between the Parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. 709. Titles and Captions. Titles and captions are for convenience of reference only and do not define, describe, or limit the scope or the intent of this Agreement or of any of its terms. Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise. 710. Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context

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so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Agreement shall be interpreted as though prepared jointly by both parties. 711. Modifications. Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party. 712. Severability. If any term, provision, condition, or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. In the event a material term or provision of this Agreement is rendered invalid, void and/or unenforceable, or due to changes in the law such term or provision would materially alter the terms of the transactions contemplated herein, the Parties agree to meet and negotiate in good faith to attempt to reform this Agreement to accomplish the intent of the Parties. 713. Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day and including the last day, unless the last day is a holiday or Saturday or Sunday, and then that day is also excluded. The term “holiday” shall mean all holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. 714. Legal Advice. Each party represents and warrants to the other that the party has carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 715. Time of Essence. Time is expressly made of the essence with respect to the performance by City and Owner of each and every obligation and condition of this Agreement. 716. Cooperation. Each party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements. Owner and City shall mutually consider reasonable requests for amendments to this Agreement made by any party hereto, provided such requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. 717. Conflicts of Interest. No official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such official or employee participate in any decision relating to the Agreement which affects the personal interests of such official or employee, or the interests of any corporation, partnership, or association in which such official or employee is directly or indirectly interested. 22 4885-7341-3861v15/022046-0064 US-DOCS\155312129.4
718. Facsimile/Email/Electronic Transmission of Signature Pages. This Agreementmay be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of the Agreement by facsimile, email transmission or certificated electronic signature program (e.g., DocuSign) shall be equally as effective as delivery of an original executed counterpart. 719. Effectiveness of Agreement. This Agreement shall become operative on the EffectiveDate; provided however, that this Agreement shall be terminated and of no further force or effect should conditions to the Effective Date not be met on or before June 30, 2025, such date subject to extension by written approval of the City Manager acting in his/her sole and absolute discretion. [signature page follows] 23 4885-7341-3861v15/022046-0064 US-DOCS\155312129.4
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date set forth above. CITY: CITY OF GARDEN GROVE, a municipal corporation duly organized and existing under the Constitution and laws of the State of California By:Its:ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Stradling Yocca, Carlson & Rauth City Special Counsel OWNER: GWGG, LLC a Delaware limited liability company By: McWhinney Real Estate Services, LLC, a Colorado limited liability company, f/k/a McWhinney Real Estate Services, Inc., its Managing Member By: McWhinney Real Estate Company, LLC, a Colorado limited liability company, f/k/a McWhinney Real Estate Company, Inc., its Managing Member By:Chad C. McWhinney, Chief Executive Officer and President

EXHIBIT A 4885-7341-3861v15/022046-0064 US-DOCS\155312129.4 EXHIBIT A SCHEDULE OF PERFORMANCE Seeattached
ID TaskName Duration Start Finish1ProjectSchedule525daysTue10/1/24Mon10/5/262MILESTONES525daysTue10/1/24Mon10/5/269PERMITTING145daysTue12/10/24Mon6/30/2515DESIGN155daysTue10/1/24Mon5/5/2531PROCUREMENT195daysTue10/1/24Mon6/30/2539MANUFACTURING160daysTue12/10/24Mon7/21/2543Construction360daysTue5/20/25Mon10/5/2644EarlyWorks8wksTue5/20/25Mon7/14/2545GuestroomReno16wksThu9/4/25Wed12/24/2546RopesCourse8wksTue7/15/25Mon9/8/2547PublicArea12monsTue9/9/25Mon8/10/2648Outdoor/Pool12wksTue10/14/25Mon1/5/2649Closeout2monsTue8/11/26Mon10/5/26 ASONDJFMAMJJASONDJFMAMJJASON2024Half1,2025Half2,2025Half1,2026Half2,2026 TaskSplit
Milestone
Summary
ProjectSummary
InactiveTaskInactiveMilestone
InactiveSummary
ManualTask
Duration-only
ManualSummaryRollupManualSummary
Start-only
Finish-only
ExternalTasksExternalMilestone
Deadline
CriticalCriticalSplit
ProgressManualProgress
GreatWolfLodge-GardenGroveRenovationPreliminarySchedule Page1Project:GardenGrovePreliminaDate:Fri11/15/24 EXHIBIT B US-DOCS\155312129.4
EXHIBIT B PRELIMINARY CAPITAL COST BUDGET Project Budget Initial Budget Addition Total BudgetHard CostsGuest TowerF&B$2,000 $0 $2,000Lobby$450 $0 $450Dry Play / Attractions$400 $0 $400Exterior Pool & Waterpark$0 $1,000 $1,000Theming & Rockwork$1,250 $0 $1,250Prevailing Wage$0 $4,000 $4,000Total Hard Costs$14,233 $5,000 $19,233Soft CostsFF&E / OS&EFF&E - Dry Play$2,065 $0 $2,065MagiQuest$1,510 $0 $1,510Lobby Show/AV costs$1,250 $0 $1,250Other* $9,225 $0 $9,225Total Soft Costs$18,643 $0 $22,617Contingency$2,124 $0 $2,124Total Project Costs$35,000 $5,000 $40,000$4,593$0 $4,593$10,133$0$10,133*ProjectManagementFeesarecappedat$3M.

EXHIBIT C Page 1 US-DOCS\155312129.4
EXHIBIT C RELEASE OF CONSTRUCTION COVENANTS RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: GWGG, LLC c/o McWinney Real Estate Services, LLC 1800 Wazee St Ste 200 Denver, CO 80202 Attn: EVP, Hospitality This document is exempt from the payment of a recording fee pursuant to Government Code Section 27383. RELEASE OF CONSTRUCTION COVENANTS This RELEASE OF CONSTRUCTION COVENANTS (the “Release”) is made by the CITY OF GARDEN GROVE, a municipal corporation duly organized and existing under the Constitution and laws of the State of California (the “City”), in favor of GWGG, LLC, a Delaware limited liability company (“Owner”), as of the date set forth below. R E C I T A L S A. The City and the Owner have executed a Restrictive Covenant Agreement (the “Agreement”), dated as of __________, 2024, which provides for compliance with certain covenants (the “Covenants”) and the development of certain improvements (the “Gen 4 Improvements”) on certain real property located in the City of Garden Grove, County of Orange, State of California, as legally described in Exhibit A attached hereto and incorporated herein by reference. The Agreement is available for public inspection and copying at the office of the City Clerk, 11222 Acacia Parkway, Garden Grove, California 92840. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in Section 100 of the Agreement. B. As referenced in Section 309 of the Agreement, the City is required to furnish the Owner or its successors with a Release of Construction Covenants upon Completion of Construction of the Gen 4 Improvements, which Release is required to be in such form as to permit it to be recorded in the Recorder’s office of Orange County. This Release is conclusive determination of satisfactory Completion of Construction of the Gen 4 Improvements as required by the Agreement . C. The City has conclusively determined that such Construction has been satisfactorily completed. NOW, THEREFORE, the City hereby certifies as follows: 1. The Gen 4 Improvements to be constructed by the Owner have been fully and satisfactorily completed in conformance with the Agreement. All covenants contained in Section 300 of the Agreement are hereby released. Any Covenants contained in the Agreement and other

EXHIBIT C Page 2 US-DOCS\155312129.4
documents executed and recorded pursuant to the Agreement shall remain in effect and enforceable according to their terms. 2. Nothing contained in this instrument shall modify in any other way any other provisions of the Agreement. [signature page follows]

EXHIBIT C Page 3 US-DOCS\155312129.4
IN WITNESS WHEREOF, the City has executed this Release this ____ day of __________________, 202_. CITY: CITY OF GARDEN GROVE, a municipal corporation duly organized and existing under the Constitution and the laws of the State of California Dated: By: Its: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Stradling Yocca Carlson & Rauth, City Special Counsel ACCEPTED: OWNER: GWGG, LLC, a Delaware limited liability company By: McWhinney Real Estate Services, LLC, a Colorado limited liability company, f/k/a McWhinney Real Estate Services, Inc., its Managing Member By: McWhinney Real Estate Company, LLC, a Colorado limited liability company, f/k/a McWhinney Real Estate Company, Inc., its Managing Member By: Chad C. McWhinney, Chief Executive Officer and President Dated: ___________________ ATTACHMENT 1 TO EXHIBIT C Page 1 4885-7341-3861v15/022046-0064 US-DOCS\155312129.4 ATTACHMENT 1 to EXHIBIT C LEGAL DESCRIPTION [to be inserted] EXHIBIT D US-DOCS\155312129.4

EXHIBIT D RADIUS MAP

EXHIBIT E 4885-7341-3861v15/022046-0064 US-DOCS\155312129.4 EXHIBIT E SCOPE OF DEVELOPMENT [to be attached]

Garden Grove City CouncilNovember 26, 2024

Garden Grove City Council
November 26, 2024