RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, , APPROVING THE LANDLORD CONSENT TO ASSIGNMENT OF THE WATERPARK, A COPY OF WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT “A”, FROM CLP COLONY, LP, TO EPR PARKS, LLC, A DELAWARE LIMITED LIABILITY COMPANY; AUTHORIZING THE MAYOR TO EXECUTE SAID LANDLORD CONSENT TO ASSIGNMENT; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE.

WHEREAS, on or about December 1, 2003 the City of The Colony, Texas (the “City”) and Horizon Amusement Southwest, LLC, entered into a Waterpark Ground Lease and Operating Agreement (“Ground Lease”), which was assigned to HFE Horizon, L.P. on or about September 30, 2004, and further assigned to CNL Income Colony, L.P., on or about April 21, 2006; and

WHEREAS, CNL Income Company, L.P., subsequently changed its name to CLP Colony, LP, a Delaware limited partnership (“CLP”); and

WHEREAS, EPR Properties, a Maryland real estate investment trust (the “Purchaser”) has entered into a purchase agreement whereby Purchaser and CLP intend for the Purchaser or an affiliate of the Purchaser, EPR Parks, LLC, a Delaware limited liability company, will acquire one hundred percent (100%) of the direct and/or indirect equity interest in CLP, and as a result thereof will indirectly acquire all of CLP’s right, title, and interest in an to the Ground Lease; and

WHEREAS, Section 19.1.1 of the Ground Lease provides that an assignment of the Ground Lease requires the City’s written consent; and

WHEREAS, Section 19.3 of the Ground Lease provides that the consent to assignment shall not be unreasonably withheld. Nonetheless, the City may consider the financial capability and stability of the proposed assignee, in this instance, EPR Parks, LLC, a Delaware limited liability company, and the experience of the management of the assignee in operating water parks; and

WHEREAS, the City Council of the City of The Colony, Texas, has determined it to be in the best interest of the City to approve the Landlord Consent to Assignment, a copy of which is attached hereto and incorporated herein as Exhibit A and to authorize the Mayor to execute the same.

NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS:

Section 1. That the City Council of the City of The Colony, Texas, does hereby approve the Landlord Consent to Assignment by and between the City of The Colony, Texas, and in favor of CLP Colony, LP., to EPR Parks, LLC, a Delaware limited liability company, for the purposes provided therein, a copy of said Landlord Consent to Assignment is attached hereto as Exhibit A, and is incorporated herein for all purposes.

Section 2. That the City Council of the City of The Colony, Texas, does hereby authorize the Mayor to execute the Landlord Consent to Assignment, a copy of which is attached hereto as Exhibit A, and is incorporated herein for all purposes.

Section 3. This Resolution shall become effective from and after its date of passage in accordance with law.

PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS 7th day of FEBRUARY, 2017.

______Joe McCourry, Mayor

ATTEST:

______Tina Stewart, City Secretary,

APPROVED AS TO FORM:

Jeff Moore, City Attorney Exhibit A

Landlord Consent to Assignment