Common use of Zoning and Uses Clause in Contracts

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property).

Zoning and Uses. Without No Borrower or Property Owner shall do any of the following with respect to any of the Properties without the prior written consent of Landlord, which shall Lender (such consent not to be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretionwithheld, delayed or conditioned), Tenant shall except, as to clause (ii) below, to the extent the same is commercially reasonable and not reasonably expected to have a Material Adverse Effect: (i) initiate or support any limiting change in the permitted uses of any of the Leased Property Properties (or to the extent applicable, limiting zoning reclassification of any of the Leased Property); (iiProperties) or any portion thereof, seek any material variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property a Property, or use or permit the use of a Property in a manner that would result in the Leased Property; use of such Property becoming a nonconforming use (other than a legal nonconforming use) in any material respect under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement in any material respect; (ii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance, to the extent the same would result in a Material Adverse Effect; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased a Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Leased Property; transferability; (iv) execute or file any subdivision plat affecting any of the Leased PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising any of the Leased Property; or Properties; (v) amend, modify, surrender, terminate or waive any material rights or remedies under, or enter into, or default (beyond applicable grace, cure or notice periods) in its material obligations under, any Material Agreement in any manner that might diminish (x) the value of the applicable Property or Properties or (y) the rights of any Borrower or Property Owner or Lender thereunder; (vi) amend, modify, surrender, terminate or waive any material rights or remedies under, or enter into, or default (beyond applicable grace, cure or notice periods) in its material obligations under, any Ground Lease in any manner that might diminish (x) the value of the applicable Property or Properties or (y) the rights of any Borrower or Property Owner or Lender thereunder; or (vii) permit or suffer consent to any of the Leased Property to be Properties being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the any Leased Property (or to the extent applicable, limiting zoning reclassification of the any Leased Property); , (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the any Leased Property or use or permit the use of any Leased Property in each case in a manner that would result in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of the Leased Property; Property or that would violate the terms of any Lease, Operating Agreement, Legal Requirements or any Permitted Encumbrance, (iii) modify, amend or supplement any of the terms of any Permitted Encumbrance in a manner adverse in any material respect to the interests of Landlord, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; , (ivv) execute or file any subdivision plat affecting the any Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the any Leased Property; Property or (vvi) permit or suffer the any Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances other Encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Communications Regulations, to afford to the public third parties access to the Leased Property).

Zoning and Uses. Without Tenant shall not, without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance variance, material waiver or material deviation under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (viv) knowingly permit or suffer the Leased Property to be used by the public or any Person in such a manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement easement; provided, however, that Landlord’s approval with respect to any matter described in the preceding clauses (provided i) – (iii) shall not be unreasonably withheld, conditioned or delayed unless the same is reasonably likely to materially adversely affect the Primary Intended Use of the Leased Property in which event Landlord may withhold its consent in Landlord’s sole discretion, and further; provided, that the proscription Tenant or any Operating Subtenant may enter into any matter described in this clause (vi)-(ii) above if the same and any effect on the Facility is not intended to and shall not restrict Tenant limited in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford duration to the public access Term (including all Renewal Terms) or earlier termination of this Master Lease. In addition, Xxxxxxxx agrees to, at Xxxxxx’s sole cost and expense, reasonably cooperate with Tenant (or any Operating Subtenant) and all applicable authorities in connection with the foregoing clauses (i)-(iv), including the provision and execution of such documents and other information as may be reasonably requested by Tenant or such authorities relating to the Leased Property)Property and which are within Landlord’s reasonable control to obtain and provide.

Zoning and Uses. Without Neither Borrower nor Operating Lessee shall do any of the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not following: (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property Property, or use or permit the use of the Leased Property; Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Lender); (ii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Leased Property; transferability; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or ; (v) amend or cause to be amended any Material Agreement in any manner that might (x) diminish the value of the Property, (y) diminish the rights of Borrower or Lender thereunder or (z) or otherwise cause or reasonably be expected to result in a Material Adverse Effect, or terminate the same for any reason or purpose whatsoever, in each case, without the prior written consent of Lender; or (vi) permit or suffer consent to the Leased Property to be Property’s being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which Borrower shall not be unreasonably withheld unless do any of the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not following: (i) initiate or support any limiting change in the permitted uses of any of the Leased Property Properties (or to the extent applicable, limiting zoning reclassification of any of the Leased Property); (iiProperties) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property any Property, or use or permit the use of any Property in a manner that would result in the Leased Property; use of such Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Major Lease, Legal Requirement or Permitted Encumbrance in a manner that would have a Material Adverse Effect; (ii) consent to any modification, amendment or supplement to any of the terms of any Permitted Encumbrance in a manner that would have a Material Adverse Effect, or materially default in any of its material obligations under a Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased a Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; would have a Material Adverse Effect; (iv) execute or file any subdivision plat affecting the Leased PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased PropertyProperties, if same would have a Material Adverse Effect; or or (v) permit or suffer consent to any of the Leased Property to be Properties being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the any Leased Property (or to the extent applicable, limiting zoning reclassification of the any Leased Property); , (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the any Leased Property or use or permit the use of any Leased Property in each case in a manner that would result in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of the Leased Property; Property or that would violate the terms of any Legal Requirements or any Property Document, (iii) modify, amend or supplement any of the terms of any Property Document in a manner adverse in any material respect to the interests of Landlord, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; Property (ivtaking into account any reciprocal or other easements or benefits in favor of the Leased Property received in connection with such imposition), (v) execute or file any subdivision plat affecting the any Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising any Leased Property so as to include within any tax lot for the Leased Property; Property any property that is not part of the Leased Property or (vvi) permit or suffer the any Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld and which consent shall be deemed to have been granted unless a written response is delivered by Landlord to Tenant within the applicable Deemed Approval Period provided for in Section 35.2, unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property).

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant Borrower shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the terms of the Loan Documents or of any Lease, Legal Requirements or any Permitted Encumbrance, (ii) modify, amend or supplement any of the terms of any Permitted Encumbrance in a manner adverse to the interests of Lender or that could reasonably be expected to have a Material Adverse Effect, (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; could reasonably be expected to have a Material Adverse Effect, (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; Property except in accordance with the creation of the condominium form of ownership with respect to the Property pursuant to Section 7.3 hereof or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which Borrower shall not be unreasonably withheld unless do any of the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not following: (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to that would have a Material Adverse Effect on the Leased Property Property, or use or permit the use of the Leased Property; Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Lender); (ii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Leased Property; transferability; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or ; (v) amend or cause to be amended any Material Agreement in any manner that might diminish (x) the value of the Property, or (y) the rights of Borrower or Lender thereunder, or terminate the same for any reason or purpose whatsoever, in each case, without the prior written consent of Lender; or (vi) permit or suffer consent to the Leased Property to be being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant Borrower shall not (i) initiate or support any --------------- limiting change in the permitted uses of the Leased Mortgaged Property (or to the extent applicable, limiting zoning reclassification of the Leased Mortgaged Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Mortgaged Property or use or permit the use of the Leased Mortgaged Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the terms of the Ground Lease, the Management Agreement, Insurance Requirement, Legal Requirement, Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged Property; , (ii) modify, amend or supplement any of the terms of the Ground Lease or any other Permitted Encumbrance in a manner adverse in any material respect to the interests of Borrower or Lender, (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Leased Mortgaged Property; , (iv) execute or file any subdivision plat affecting the Leased Mortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Mortgaged Property; , or (v) permit or suffer the Leased Mortgaged Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the any Leased Property (or to the extent applicable, limiting zoning reclassification of the any Leased Property); , (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the any Leased Property or use or permit the use of any Leased Property in each case in a manner that would result in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of the Leased Property; Property or that would violate the terms of any Legal Requirements or any Property Document, (iii) modify, amend or supplement any of the terms of any Property Document in a manner adverse in any material respect to the interests of Landlord, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; Property (ivtaking into account any reciprocal or other easements or benefits in favor of the Leased Property received in connection with such imposition), (v) execute or file any subdivision plat affecting the any Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising any Leased Property so as to include within any tax lot for the Leased Property any property that is not part of the Leased Property; or , (vvi) permit or suffer the any Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld withheld, delayed or conditioned unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its it is sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased PropertyProperty in each case in a manner that would result in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of the Leased Property or that would violate the terms of any Legal Requirements or any Property Document; (iii) Modify, amend or supplement any of the terms of any Property Document in a manner adverse in any material respect to the interests of Landlord; (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (ivv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (vvi) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (vvi) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulationsgaming regulations, to afford to the public access to the Leased Property).

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld and which consent shall be deemed to have been granted unless a written response is delivered by Landlord to Tenant within the applicable Deemed Approval Period provided for in Section 35.2unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property).

Zoning and Uses. Without Except to the prior written consent of Landlordextent that the Master Lease Tenant may be permitted to do so under the Master Lease, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant Borrower shall not (i) initiate or support any limiting change in the permitted uses of the Leased any Mortgaged Property (or to the extent applicable, limiting zoning reclassification of the Leased any Mortgaged Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased any Mortgaged Property or use or permit the use of any Mortgaged Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the Leased Property; terms of any Lease, Operating Agreement, Legal Requirements or any Permitted Encumbrance, (ii) modify, amend or supplement any of the terms of any Permitted Encumbrance in a manner adverse in any material respect to the interests of Lender, (iii) modify, amend or supplement any of the terms of any Ground Lease or any other Permitted Encumbrance in a manner adverse in any material respect to the interest of Lender, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased any Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Leased such Mortgaged Property; , (ivv) execute or file any subdivision plat affecting the Leased any Mortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; any Mortgaged Property or (vvi) permit or suffer the Leased any Mortgaged Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without Neither Maryland Guarantor nor Operating Lessee shall do any of the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not following: (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property Property, or use or permit the use of the Leased Property; Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Maryland Guarantor shall not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Lender); (ii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Leased Property; transferability; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or ; (v) amend or cause to be amended any Material Agreement in any manner that might (x) diminish the value of the Property, (y) diminish the rights of Maryland Guarantor or Lender thereunder or (z) or otherwise cause or reasonably be expected to result in a Material Adverse Effect, or terminate the same for any reason or purpose whatsoever, in each case, without the prior written consent of Lender; or (vi) permit or suffer consent to the Leased Property to be Property’s being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a the Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property, or cause Landlord to incur any material incremental cost that would survive the expiration or termination of this Lease; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property).

Zoning and Uses. Without Borrower shall not do any of the following, in each case, without the prior written consent of LandlordLender, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion)withheld, Tenant shall not conditioned or delayed: (i) initiate or support any limiting change in the permitted uses of any of the Leased Property Properties (or to the extent applicable, limiting zoning reclassification of any of the Leased PropertyProperties); (ii) , or any portion thereof, or seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to a Property, in each case, to the Leased extent such action could be reasonably likely to result in a Property or Material Adverse Effect; (ii) use or permit the use of a Property in a manner that would result in the Leased use of such Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of any Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Lender, other than in any case in which such nonconforming use is discontinued as a result of the Tenant that conducted such use no longer occupying the applicable Property; ); (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased a Property in any manner that adversely affects could be reasonably likely to result in any material respect the value or utility of the Leased Property; a Property Material Adverse Effect; (iv) execute or file any subdivision plat affecting any of the Leased PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising any of the Leased PropertyProperties; or or (v) permit or suffer consent to any of the Leased Property to be Properties being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without Borrower shall not, and shall cause Property Owner not to, do any of the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not following: (i) initiate or support any limiting change in the permitted uses of any of the Leased Property Mortgaged Properties (or to the extent applicable, limiting zoning reclassification of any of the Leased Property); (iiMortgaged Properties) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property any Mortgaged Property, or use or permit the use of any Mortgaged Property in a manner that would result in the Leased Property; use of such Mortgaged Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Major Lease, Legal Requirement or Permitted Encumbrance in a manner that would have a Material Adverse Effect; (ii) consent to any modification, amendment or supplement to any of the terms of any Permitted Encumbrance in a manner that would have a Material Adverse Effect, or default in any of its material obligations under a Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased a Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; would have a Material Adverse Effect; (iv) execute or file any subdivision plat affecting the Leased PropertyMortgaged Properties, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased PropertyMortgaged Properties, if same would have a Material Adverse Effect; or or (v) permit or suffer consent to any of the Leased Property to be Mortgaged Properties being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of LandlordExcept as disclosed on Schedule 6.1(g) hereto, which no Borrower or Operating Lessee shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased any Property (or to the extent applicable, limiting zoning reclassification of the Leased any Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased any Property or use or permit the use of any Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the Leased terms of the Loan Documents or of any Lease, Legal Requirements or any Permitted Encumbrance, (ii) modify, amend or supplement any of the terms of any Permitted Encumbrance in a manner adverse to the interests of Lender or that could reasonably be expected to have a Material Adverse Effect with respect to such Property; , (iii) modify, amend or supplement any of the terms of any other Permitted Encumbrance in a manner adverse to the interest of Lender or that could reasonably be expected to have a Material Adverse Effect, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased any Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; could reasonably be expected to have a Material Adverse Effect, (ivv) execute or file any subdivision plat affecting the Leased a Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; any Property or (vvi) permit or suffer the Leased a Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld withheld, delayed or conditioned unless the action for which consent is sought could adversely affect the Primary Intended Use of a an ILEC Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances other Encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Communications Regulations, to afford to the public third parties access to the Leased Property).

Zoning and Uses. Without Borrower shall not do any of the following without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not Lender: (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property Property, or use or permit the use of the Leased Property; Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (iiiand if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned); (ii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects is reasonably likely to have a Material Adverse Effect; provided, however, Borrower shall be permitted to impose a condominium regime on the Property in any material respect accordance with Section 2.3(d) in connection with the value or utility release of the Leased Property; Retail Unit; (iviii) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or or (viv) permit or suffer consent to the Leased Property to be Property’s being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which Borrower shall not be unreasonably withheld unless do any of the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not following: (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable that is reasonably likely to have a Material Adverse Effect on the Leased Property Property, or use or permit the use of the Leased Property; Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Lender); (ii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Leased Property; transferability; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or ; (v) amend or cause to be amended any Material Agreement in any manner that might (x) diminish the value of the Property, (y) diminish the rights of Borrower or Lender thereunder or (z) or otherwise cause or be reasonably likely to have a Material Adverse Effect, or terminate the same for any reason or purpose whatsoever, in each case, without the prior written consent of Lender; or (vi) permit or suffer consent to the Leased Property to be being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the any Leased Property (or to the extent applicable, limiting zoning reclassification of the any Leased Property); , (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the any Leased Property or use or permit the use of any Leased Property in each case in a manner that would result in the existing use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) with any materially adverse effect on the value of the Leased Property; Property or that would violate the terms of any Legal Requirements or any Property Document, (iii) modify, amend or supplement any of the terms of any Property Document in a manner adverse in any material respect to the interests of Landlord, (iv) other than Permitted Encumbrances, impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; , (ivv) execute or file any subdivision plat affecting the any Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the any Leased Property; Property or (vvi) other than Permitted Encumbrances, permit or suffer the any Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of LandlordExcept as disclosed on Schedule 6.1(g) hereto, which Borrowers shall not take such actions as shall be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole necessary to prevent any Property Owner from, and absolute discretion)Borrowers shall not, Tenant shall not as applicable (i) initiate or support any limiting change in the permitted uses of the Leased any Property (or to the extent applicable, limiting zoning reclassification of the Leased any Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased any Property or use or permit the use of any Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the Leased terms of the Loan Documents or of any Lease, Legal Requirements or any “Permitted Encumbrance” (as such term is defined in the Senior Loan Agreement as in effect on the Closing Date), (ii) modify, amend or supplement any of the terms of any “Permitted Encumbrance” (as defined under the Senior Loan Agreement) in a manner adverse to the interests of Lender or that could reasonably be expected to have a Material Adverse Effect with respect to such Property; , (iii) modify, amend or supplement any of the terms of any other “Permitted Encumbrance” (as such term is defined in the Senior Loan Agreement as in effect on the Closing Date) in a manner adverse to the interest of Lender or that could reasonably be expected to have a Material Adverse Effect, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased any Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; could reasonably be expected to have a Material Adverse Effect, (ivv) execute or file any subdivision plat affecting the Leased a Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; any Property or (vvi) permit or suffer the Leased a Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the Agent's prior written consent of Landlordconsent, which shall not --------------- may be unreasonably granted or withheld unless in the action for which consent is sought could adversely affect the Primary Intended Use of a Facility Agent's sole discretion, (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (ia) initiate or support any limiting change in the permitted uses of the Leased an MOB Property (or to the extent applicable, limiting the zoning reclassification of the Leased such MOB Property); (ii) or any portion thereof or, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, the zoning ordinances) applicable to the Leased Property or an MOB Property, (b) use or permit the use of an MOB Property in a manner that is reasonably likely to have a Material Adverse Effect or that would violate the Leased Property; material terms of any Lease, material agreement, Legal Requirements, (iiic) modify, amend or supplement any permitted Lien in a manner adverse in any material respect to the interests of the Lenders, (d) other than easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or a Subsidiary, impose or permit or suffer the imposition of any restrictive covenantscovenants or easements upon an MOB Property, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (ive) execute or file any subdivision plat affecting the Leased an MOB Property, or (f) institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased an MOB Property; , or (vg) permit or suffer the Leased an MOB Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)implied easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulationsgaming regulations, to afford to the public access to the Leased Property).

Zoning and Uses. Without the prior written consent of LandlordExcept as disclosed on Schedule 6.1(g) hereto, which no Issuer or Operating Lessee shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased any Property (or to the extent applicable, limiting zoning reclassification of the Leased any Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased any Property or use or permit the use of any Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the Leased terms of the Transaction Documents or of any Lease, Legal Requirements or any Permitted Encumbrance, (ii) modify, amend or supplement any of the terms of any Permitted Encumbrance in a manner adverse to the interests of Note Trustee or that could reasonably be expected to have a Material Adverse Effect with respect to such Property; , (iii) modify, amend or supplement any of the terms of any other Permitted Encumbrance in a manner adverse to the interest of Note Trustee or that could reasonably be expected to have a Material Adverse Effect, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased any Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; could reasonably be expected to have a Material Adverse Effect, (ivv) execute or file any subdivision plat affecting the Leased a Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; any Property or (vvi) permit or suffer the Leased a Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of LandlordExcept as disclosed on Schedule 6.1(g) hereto, which Borrowers shall not take such actions as shall be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole necessary to prevent any First Mezzanine Borrower from and absolute discretion)allowing any Property Owner from, Tenant and Borrowers shall not not, as applicable (i) initiate or support any limiting change in the permitted uses of the Leased any Property (or to the extent applicable, limiting zoning reclassification of the Leased any Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased any Property or use or permit the use of any Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the Leased terms of the Loan Documents or of any Lease, Legal Requirements or any “Permitted Encumbrance” (as such term is defined in the Senior Loan Agreement as in effect on the Closing Date), (ii) modify, amend or supplement any of the terms of any “Permitted Encumbrance” (as defined under the Senior Loan Agreement) in a manner adverse to the interests of Lender or that could reasonably be expected to have a Material Adverse Effect with respect to such Property; , (iii) modify, amend or supplement any of the terms of any other “Permitted Encumbrance” (as such term is defined in the Senior Loan Agreement as in effect on the Closing Date) in a manner adverse to the interest of Lender or that could reasonably be expected to have a Material Adverse Effect, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased any Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; could reasonably be expected to have a Material Adverse Effect, (ivv) execute or file any subdivision plat affecting the Leased a Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; any Property or (vvi) permit or suffer the Leased a Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without Borrower shall not, and shall not permit Mortgage Borrower to, do any of the following without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not Lender: (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property Property, or use or permit the use of the Leased Property; Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (iiiand if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Borrower shall not, and shall not permit Mortgage Borrower to, cause or permit such nonconforming use to be discontinued or abandoned); (ii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects is reasonably likely to have a Material Adverse Effect; provided, however, Borrower shall be permitted to impose a condominium regime on the Property in any material respect accordance with Section 2.3(d) in connection with the value or utility release of the Leased Property; Retail Unit; (iviii) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or or (viv) permit or suffer consent to the Leased Property to be Property’s being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility the Leased Property (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property).

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld withheld, delayed or conditioned unless the action for which consent is sought could adversely affect the Primary Intended Use of a CLEC Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances other Encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Communications Regulations, to afford to the public third parties access to the Leased Property).

Zoning and Uses. Without the prior written consent of Landlord, which Borrower shall not be unreasonably withheld unless do any of the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not following: (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to that would have a Material Adverse Effect on the Leased Property Property, or use or permit the use of the Leased Property; Property in a manner that would result in the use of the Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of the Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Lender); (ii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Leased Property; transferability; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or ; (v) amend or cause to be amended any Material Agreement in any manner that might diminish (x) the value of the Property or (y) the rights of Borrower or Lender thereunder, or terminate the same for any reason or purpose whatsoever, in each case, without the prior written consent of Lender; or (vi) permit or suffer consent to the Leased Property to be Property’s being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without Except to the prior written consent of Landlord, which extent the same (a) shall not be unreasonably withheld unless result in a change in use of the action for which consent is sought could adversely affect Property and (b) shall not have a material adverse effect on cash flow from or value of the Primary Intended Use of a Facility Property (in which event Landlord such case Borrower may withhold its consent in its sole and absolute discretionproceed without Lender’s consent), Tenant it shall not without Lender’s prior written consent, which may be granted or withheld in Lender’s sole discretion, (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting the zoning reclassification of the Leased Property); (ii) or any portion thereof or, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, the zoning ordinances) applicable to the Leased Property or Property, (ii) use or permit the use of the Leased Property; Property in a manner that is reasonably likely to have a Material Adverse Effect or that would violate the material terms of any Lease, Operating Agreement, Legal Requirements or any Permitted Encumbrance, (iii) modify, amend or supplement any Permitted Encumbrance in a manner adverse in any material respect to the interests of Lender, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; is reasonably likely to have a Material Adverse Effect, (ivv) execute or file any subdivision plat affecting the Leased Property, or (vi) institute, or permit the institution of, of proceedings to alter any tax lot comprising the Leased Property; , or (vvii) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)implied easement.

Zoning and Uses. Without the prior written consent of Landlord, which Neither Borrower shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased any Mortgaged Property (or or, to the extent applicable, limiting zoning reclassification of the Leased any Mortgaged Property); (ii) or any portion thereof, or seek any limiting variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property any Mortgaged Property, or use or permit the use of any Mortgaged Property in a manner that would violate the Leased Property; terms of any Lease, Legal Requirements or any Permitted Encumbrance, (ii) without Agent's consent, modify, amend or supplement any of the terms of any Permitted Encumbrance in a manner adverse to the interests of Agent or any Lender, (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon any Mortgaged Property, except for utility, access and similar easements entered into in the Leased Property in any manner that ordinary course of business which do not adversely affects affect in any material respect the value or utility of the Leased such Mortgaged Property; , (iv) except with respect to a Release Parcel under SECTION 2.5.5, execute or file any subdivision plat affecting the Leased a Mortgaged Property, or or, except as contemplated under Section 5.1(cc), institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; any Mortgaged Property or (v) permit or suffer the Leased a Mortgaged Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of LandlordObligor shall not, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (with respect to any Property in which event Landlord may withhold its consent in its sole and absolute discretion)it owns an interest, Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; Property in a manner that would result in such use becoming a non-conforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the terms of any Lease, Operating Agreement, Legal Requirements or any Permitted Encumbrance, (ii) modify, amend or supplement any of the terms of any Permitted Encumbrance in a manner adverse to the interests of Lender, (iii) modify, amend or supplement any of the terms of any other Permitted Encumbrance in a manner adverse to the interest of Lender, (iv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; , (ivv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; Property or (vvi) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property)easement.

Zoning and Uses. Without the prior written consent of Landlord, which shall not be unreasonably withheld unless the action for which consent is sought could adversely affect the Primary Intended Use of a Facility (in which event Landlord may withhold its consent ACTIVE/119970514.22 in its sole and absolute discretion), Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Leased Property (or to the extent applicable, limiting zoning reclassification of the Leased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Leased Property or use or permit the use of the Leased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Leased Property in any manner that adversely affects in any material respect the value or utility of the Leased Property; (iv) execute or file any subdivision plat affecting the Leased Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Leased Property; or (v) permit or suffer the Leased Property to be used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement (provided that the proscription in this clause (v) is not intended to and shall not restrict Tenant in any way from complying with any obligation it may have under applicable Legal Requirements, including, without limitation, Gaming Regulations, to afford to the public access to the Leased Property).