Common use of Zoning and Uses Clause in Contracts

Zoning and Uses. (a) Landlord acknowledges that as of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required to incur or be subject to any liability or obligation pursuant thereto. (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Lease, without the prior written consent of Landlord, Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Project (or to the extent applicable, limiting zoning reclassification of the Project); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Project or use or permit the use of the Project; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project in any manner that adversely affects in any material respect the value or utility of the Project; (iv) execute or file any subdivision plat affecting the Project, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Property; or (v) permit or suffer the Project 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 Project); provided, however, that notwithstanding the foregoing, Lxxxxxxx’s consent to the foregoing shall not be required if the applicable action is not reasonably likely to materially reduce the value of the Project; provided further, that in the event that the applicable action is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will take, at Tenant’s sole cost and expense, actions reasonably requested by Tenant at Tenant’s request to obtain a zoning change or variance for the Leased Property unless Lxxxxxxx’s consent is required for such action and has not been obtained.

Zoning and Uses. (a) Landlord acknowledges that as of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required to incur or be subject to any liability or obligation pursuant thereto. (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Lease, without the prior written consent of Landlord, Tenant The Borrower shall not (i) initiate or support any limiting change in the permitted uses of the Project Mortgaged Property (or or, to the extent applicable, limiting zoning reclassification of the Project); (iiMortgaged Property) 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 Project Mortgaged Property or use or permit the use of the Project; Mortgaged Property in a manner that would result in such use becoming a nonconforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the terms 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 the Agent or any Lender, (iii) other than the Permitted Encumbrances, impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Project; Mortgaged Property, (iv) execute or file any subdivision plat affecting the ProjectMortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged Property (provided, however, that, subject to the Borrower obtaining a property identification number endorsement to a Qualified Title Policy satisfactory to the Agent and thus not occurring in respect thereto a change of ownership of any portion of the Mortgaged Property; , the tax lot(s) comprising the Mortgaged Property may be divided to provide for separately assessed tax lots) or (v) permit or suffer the Project 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 Project); provided, however, that notwithstanding the foregoing, Lxxxxxxx’s consent to the foregoing shall not be required if the applicable action is not reasonably likely to materially reduce the value of the Project; provided further, that in the event that the applicable action is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will take, at Tenant’s sole cost and expense, actions reasonably requested by Tenant at Tenant’s request to obtain a zoning change or variance for the Leased Property unless Lxxxxxxx’s consent is required for such action and has not been obtainedeasement.

Zoning and Uses. (a) Landlord acknowledges that as of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required to incur or be subject to any liability or obligation pursuant thereto. (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Leasenot, without the prior written consent of Landlord, Tenant shall not Landlord (i) initiate or support any limiting change in the permitted uses of the Project Leased Property (or to the extent applicable, limiting zoning reclassification of the ProjectLeased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Project or use or permit the use of the ProjectLeased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project in any manner that adversely affects in any material respect the value or utility of the Project; (iv) execute or file any subdivision plat or map, or any amendment thereto, affecting the ProjectLeased 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 Project Leased Property or any portion thereof 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 Project)easement; provided, however, that notwithstanding the foregoing, Lxxxxxxx’s such consent to the foregoing shall not be required if the applicable action unreasonably withheld, conditioned or delayed with respect to clauses (i)-(iv) provided that (a) there is not reasonably likely to materially reduce no more than a de minimis adverse effect on the value or use (for the Primary Intended Use) of the Project; provided Leased Property, provided, further, that Tenant may take an action described in the event that foregoing clauses (i) and (ii) if the applicable action is reasonably likely to materially reduce same and any effect on the value of the Project or could reasonably be expected to materially Facility and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after is de minimis and limited in the twelfth (12th) anniversary duration such that it would expressly not survive the expiration or earlier termination of this Lease. In the Effective Date shall not require event any matter expressly permitted or consented to by Landlord requires any signature or other action by Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will takeagrees to, at Tenant’s sole cost and expense, actions reasonably cooperate with Tenant and all applicable authorities in connection with the foregoing clauses (i)-(iv), including the provision and execution of such customary documents and other information as may be requested by Tenant or such authorities relating to the Leased Property and which are within Landlord’s reasonable control to obtain and provide, provided that Tenant acknowledges and agrees that any third-party claims arising under such documents are expressly covered by Tenant’s indemnification obligations under Section 21.1. Landlord further agrees to use commercially reasonable efforts (at Tenant’s request sole cost and expense) to obtain a zoning change or variance for the Leased Property unless Lxxxxxxxconsent of the Fee Mortgagee should Fee Mortgagee’s consent is be required for such action and has not been obtainedin connection with the foregoing clauses (i)-(iv). Notwithstanding the foregoing or anything to the contrary contained herein, no Landlord approval shall be required in connection with the matters listed on Schedule 13. This Section 8.3 shall be subject to Section 8.4.

Zoning and Uses. (a) Landlord acknowledges that as of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord The Borrower shall not be required to incur or be subject to any liability or obligation pursuant thereto. (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Lease, without the prior written consent of Landlord, Tenant shall not permit the Property Owner to (i) initiate or support any limiting change in the permitted uses of the Project Mortgaged Property (or or, to the extent applicable, limiting zoning reclassification of the Project); (iiMortgaged Property) 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 Project Mortgaged Property or use or permit the use of the Project; Mortgaged Property in a manner that would result in such use becoming a nonconforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the terms 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 the Lender, (iii) other than the Permitted Encumbrances, impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Project; Mortgaged Property, (iv) execute or file any subdivision plat affecting the ProjectMortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Property; Mortgaged Property (provided, however that, subject to the Borrower's obtaining, or causing to be obtained, a property identification number title insurance policy endorsement satisfactory to the Lender and there not occurring any change in ownership of any portion of the Mortgaged Property and there being no resulting breach of any Approved Lease, the tax lot(s) comprising the Mortgaged Property may be divided to provide for separately assessed tax lots) or (v) permit or suffer the Project 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 Project); provided, however, that notwithstanding the foregoing, Lxxxxxxx’s consent to the foregoing shall not be required if the applicable action is not reasonably likely to materially reduce the value of the Project; provided further, that in the event that the applicable action is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will take, at Tenant’s sole cost and expense, actions reasonably requested by Tenant at Tenant’s request to obtain a zoning change or variance for the Leased Property unless Lxxxxxxx’s consent is required for such action and has not been obtainedeasement.

Zoning and Uses. (a) Landlord acknowledges that as of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required to incur or be subject to any liability or obligation pursuant thereto. (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Leasenot, without the prior written consent of Landlord, Tenant shall not (i) initiate or support any limiting change in the permitted uses of the Project Leased Property (or to the extent applicable, limiting zoning reclassification of the ProjectLeased 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 Project or use or permit the use of the ProjectLeased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project in any manner that adversely affects in any material respect the value or utility of the Project; (iv) execute or file any subdivision plat affecting the ProjectLeased 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 Project 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 (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 Project)easement; provided, however, that notwithstanding Xxxxxxxx’s approval with respect to any matter described in the foregoing, Lxxxxxxx’s consent to the foregoing preceding clauses (i) – (iii) shall not be required if unreasonably withheld, conditioned or delayed unless the applicable action is not reasonably likely to materially reduce the value of the Project; provided further, that in the event that the applicable action same is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially and adversely affect the use for Gaming Primary Intended Use of the Leased Property in the Casino Hotel Land, then which event Landlord shall be permitted to may withhold its consent in its Landlord’s sole discretion, and absolute discretionfurther; and, provided still furtherprovided, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes Tenant or any Operating Subtenant may enter into any matter described in clause (ai)-(ii) above if the same and any effect on the Facility is limited in duration to the Term (including all Renewal Terms) or earlier termination of the definition of Primary Intended Use)this Master Lease. Landlord will takeIn addition, Xxxxxxxx agrees to, at TenantXxxxxx’s sole cost and expense, actions 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 at Tenant’s request or such authorities relating to obtain a zoning change or variance for the Leased Property unless Lxxxxxxxand which are within Landlord’s consent is required for such action reasonable control to obtain and has not been obtainedprovide.

Zoning and Uses. (a) Landlord acknowledges that as of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord The Borrower shall not be required to incur or be subject to any liability or obligation pursuant thereto. (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Lease, without the prior written consent of Landlord, Tenant shall not permit the Property Owner to (i) initiate or support any limiting change in the permitted uses of the Project Mortgaged Property (or or, to the extent applicable, limiting zoning reclassification of the Project); (iiMortgaged Property) 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 Project Mortgaged Property or use or permit the use of the Project; Mortgaged Property in a manner that would result in such use becoming a nonconforming use under applicable land-use restrictions (and, if any, zoning ordinances) or that would violate the terms 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 the Agent or any Lender, (iii) other than the Permitted Encumbrances, impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Project; Mortgaged Property, (iv) execute or file any subdivision plat affecting the ProjectMortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Property; Mortgaged Property (provided, however that, subject to the Borrower’s obtaining, or causing to be obtained, a property identification number title insurance policy endorsement satisfactory to the Agent and there not occurring any change in ownership of any portion of the Mortgaged Property and there being no resulting breach of any Approved Lease, the tax lot(s) comprising the Mortgaged Property may be divided to provide for separately assessed tax lots) or (v) permit or suffer the Project 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 Project); provided, however, that notwithstanding the foregoing, Lxxxxxxx’s consent to the foregoing shall not be required if the applicable action is not reasonably likely to materially reduce the value of the Project; provided further, that in the event that the applicable action is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will take, at Tenant’s sole cost and expense, actions reasonably requested by Tenant at Tenant’s request to obtain a zoning change or variance for the Leased Property unless Lxxxxxxx’s consent is required for such action and has not been obtainedeasement.

Zoning and Uses. (a) Landlord acknowledges that as Neither Borrower nor Operating Lessee shall do any of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required to incur or be subject to any liability or obligation pursuant thereto.following: (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Lease, without the prior written consent of Landlord, Tenant shall not (ixii) initiate or support any limiting change in the permitted uses of the Project any Property (or to the extent applicable, limiting zoning reclassification of the Project); (iiany Property, except as required pursuant to this Agreement) 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 Project any Property, or use or permit the use of any Property in a manner that would result in the Project; 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 (iiiand 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); (xiii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance; (xiv) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project any Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Project; transferability; (ivxv) execute or file any subdivision plat affecting the Projectany Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising any Property; (xvi) amend or cause to be amended any Material Agreement in any manner reasonably likely to (x) diminish the value of any Property; , (y) diminish the rights of Borrower or Lender thereunder or (vz) 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 (xvii) permit or suffer the Project consent to be any Property 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 Project); provided, however, that notwithstanding the foregoing, Lxxxxxxx’s consent to the foregoing shall not be required if the applicable action is not reasonably likely to materially reduce the value of the Project; provided further, that in the event that the applicable action is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will take, at Tenant’s sole cost and expense, actions reasonably requested by Tenant at Tenant’s request to obtain a zoning change or variance for the Leased Property unless Lxxxxxxx’s consent is required for such action and has not been obtainedeasement.

Zoning and Uses. (a) Landlord acknowledges that as of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required to incur or be subject to any liability or obligation pursuant thereto. (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Leasenot, without the prior written consent of Landlord, Tenant shall not Landlord (i) initiate or support any limiting change in the permitted uses of the Project Leased Property (or to the extent applicable, limiting zoning reclassification of the ProjectLeased Property); (ii) seek any variance under existing land use restrictions, laws, rules or regulations (or, to the extent applicable, zoning ordinances) applicable to the Project or use or permit the use of the ProjectLeased Property; (iii) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project in any manner that adversely affects in any material respect the value or utility of the Project; (iv) execute or file any subdivision plat affecting the ProjectLeased 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 Project Leased Property or any portion thereof 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 Project)easement; provided, however, that notwithstanding the foregoing, Lxxxxxxx’s such consent to the foregoing shall not be required if the applicable action unreasonably withheld, conditioned or delayed with respect to clauses (i)-(iv) provided that there is not reasonably likely to materially reduce no more than a de minimis effect on the value or use of the ProjectLeased Property; provided and, provided, further, that Tenant may take, or cause to be taken by any Operating Subtenant, an action described in the event that foregoing clauses (i) and (ii) if the applicable action is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially same and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole any effect on a Facility and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after is de minimis and limited in the twelfth (12th) anniversary duration such that it would expressly not survive the expiration or earlier termination of this Lease. In the Effective Date shall not require event any matter expressly permitted or consented to by Landlord requires any signature or other action by Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will takeagrees to, at TenantXxxxxx’s sole cost and expense, actions 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 customary documents and other information as may be requested by Tenant at Tenant’s request Xxxxxx (or any Operating Subtenant) or such authorities relating to obtain a zoning change or variance for the Leased Property unless Lxxxxxxxand which are within Landlord’s reasonable control to obtain and provide, provided that Xxxxxx acknowledges and agrees that any third-party claims arising under such documents are expressly covered by Xxxxxx’s indemnification obligations under Section 21.1. Landlord further agrees to use commercially reasonable efforts (at Xxxxxx’s sole cost and expense) to obtain the consent of the Fee Mortgagee should Fee Mortgagee’s consent is be required for such action and has not been obtainedin connection with the foregoing clauses (i)-(iv). Notwithstanding the foregoing or anything to the contrary contained herein, no Landlord approval shall be required in connection with the matters listed on Schedule 13.

Zoning and Uses. (a) Landlord acknowledges that as Borrower shall not do any of the Effective Date, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required to incur or be subject to any liability or obligation pursuant thereto.following: (b) From and after the date Tenant obtains the Planned Development Amendment, except in connection with the construction of the Planned Improvements in accordance with the terms of this Lease, without the prior written consent of Landlord, Tenant shall not (i) initiate or support any material limiting change in the permitted uses of the Project Property (or to the extent applicable, limiting zoning reclassification of the Project); (iiProperty) 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 Project Property, or use or permit the use of the Project; 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, the Condominium Documents, Legal Requirement or Permitted Encumbrance in a manner that would have an Material Adverse Effect; (ii) consent to any modification, amendment or supplement to any of the terms of, or materially default in its obligations under, any Permitted Encumbrance in a manner that would have 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 Project Property in any manner that adversely affects in any material respect the value or utility of the Project; would have a Material Adverse Effect; (iv) execute or file any subdivision plat affecting the ProjectProperty, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Property; or ; (v) permit or suffer consent to the Project 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 easement; or (provided that vi) amend or cause to be amended (x) any of the proscription in this clause (v) is not intended to and shall not restrict Tenant Condominium Documents in any way from complying with manner that would (a) have a Material Adverse Effect, (b) materially impair or otherwise materially diminish Lender's rights hereunder or under the Condominium Documents, (c) materially increase Borrower's obligations or liabilities under the Condominium Documents, or (d) materially impair or otherwise materially diminish Borrower's rights under the Condominium Documents, or terminate any obligation it may have under applicable Legal Requirementsof the Condominium Documents for any reason or purpose whatsoever, includingin each case, without limitation, Gaming Regulations, to afford to the public access to the Project); provided, however, that notwithstanding the foregoing, Lxxxxxxx’s prior written consent to the foregoing of Lender which consent shall not be required if the applicable unreasonably withheld or delayed. With regard to any action described in this Section 6.16(vi) for which Lender's consent is required, Lender shall not reasonably likely withhold its consent or disapproval to materially reduce the value any such action for more than ten (10) Business Days after request for approval thereof has been made by Borrower, accompanied by a detailed description of the Project; request for which approval is sought, provided further, that Borrower submits such request for Lender's approval in an envelope labeled "Priority" and delivered to Lender by overnight delivery and otherwise in accordance with the provisions of Section 9.4 and which request shall state at the top of the first page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER." In the event that Lender fails to either approve such request or disapprove such request for more than ten (10) Business Days after receipt thereof, the applicable action is reasonably likely to materially reduce that was the value subject of the Project or could reasonably be expected to materially and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord said request shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will take, at Tenant’s sole cost and expense, actions reasonably requested by Tenant at Tenant’s request to obtain a zoning change or variance for the Leased Property unless Lxxxxxxx’s consent is required for such action and has not been obtaineddeemed approved.

Zoning and Uses. Without the Lender's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed and, solely with respect to the Melville-Catskill Platform and clauses (a), (e) Landlord acknowledges that as of the Effective Dateor (f) below, the Casino Hotel Property is not zoned for its Primary Intended Use, and Tenant is seeking a planned development amendment in order to allow for Tenant to operate the Casino Hotel Land for the Primary Intended Use (the “Planned Development Amendment”). Lxxxxxxx agrees to reasonably cooperate, at no unreimbursed cost or expense to Landlord, with Txxxxx’s efforts to obtain the Planned Development Amendment, including the execution and delivery of any forms, applications or other deliverables required in connection with obtaining the Planned Development Amendment, provided that Landlord shall not be required if such action (i) is material, Borrowers have used reasonable efforts to incur or be subject to notify Lender in advance (and in any liability or obligation pursuant thereto. event will provide notice as promptly as practicable afterwards) and (bii) From and after the date Tenant obtains the Planned Development Amendment, except in connection is consistent with the construction approved Business Plan and does not decrease density or change expected uses below those set forth in the approved Business Plan or decrease the value of the Planned Improvements in accordance with the terms of this LeaseProperties), without the prior written consent of Landlord, Tenant shall not (ia) initiate or support any limiting change in the permitted uses of the Project a Real Property (or to the extent applicable, limiting the zoning reclassification of the Project); (iisuch Property) 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 Project or a Real Property, (b) use or permit the use of a Real Property in a manner that is reasonably likely to have a Material Adverse Effect or that would violate the Project; material terms of any Lease, material agreement, or material Legal Requirements, (iiic) modify, amend or supplement any permitted Lien in a manner adverse in any material respect to the interests of the Lender, (d) other than easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrowers or a Platform Affiliate, impose or permit or suffer the imposition of any restrictive covenantscovenants or easements upon Real Property, easements or encumbrances (other than Permitted Leasehold Mortgages) upon the Project in any manner that adversely affects in any material respect the value or utility of the Project; (ive) execute or file any subdivision plat affecting the Projecta Property, or (f) institute, or permit the institution of, proceedings to alter any tax lot comprising the a Property; , or (vg) permit or suffer the Project a Real 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 Project); provided, however, that notwithstanding the foregoing, Lxxxxxxx’s consent to the foregoing shall not be required if the applicable action is not reasonably likely to materially reduce the value of the Project; provided further, that in the event that the applicable action is reasonably likely to materially reduce the value of the Project or could reasonably be expected to materially and adversely affect the use for Gaming in the Casino Hotel Land, then Landlord shall be permitted to withhold its consent in its sole and absolute discretion; and, provided still further, that the cessation of Gaming Operations at the Leased Property after the twelfth (12th) anniversary of the Effective Date shall not require Landlord’s consent hereunder (even if as a result of such cessation, the Leased Property will no longer be permitted to be used for the purposes described in clause (a) of the definition of Primary Intended Use). Landlord will take, at Tenant’s sole cost and expense, actions reasonably requested by Tenant at Tenant’s request to obtain a zoning change or variance for the Leased Property unless Lxxxxxxx’s consent is required for such action and has not been obtainedimplied easement.