Common use of Zoning and Uses Clause in Contracts

Zoning and Uses. Borrower shall not (i) initiate or support any --------------- limiting change in the permitted uses of the Mortgaged Property (or to the extent applicable, zoning reclassification of the Mortgaged 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 Mortgaged Property or use or permit the use of the 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 upon the Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Mortgaged Property, (iv) execute or file any subdivision plat affecting the Mortgaged Property, institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged Property, or (v) permit or suffer the 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.

Zoning and Uses. Borrower shall not do any of the following: (i) initiate or support any --------------- limiting change in the permitted uses of the Mortgaged Property (or to the extent applicable, zoning reclassification of the Mortgaged 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 that would have a Material Adverse Effect on the Mortgaged Property Property, or use or permit the use of the Mortgaged Property in a manner that would result in such the use of the Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the Management Agreementuse of all or any portion of the Property is a nonconforming use, Insurance Requirement, Legal Requirement, Permitted Encumbrance Borrower shall not cause or other agreement binding on Borrower permit such nonconforming use to be discontinued or abandoned without the Mortgaged Property, express written consent of Lender); (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of the Ground Lease of, or materially default in its obligations under, any other Permitted Encumbrance in a manner adverse in any material respect to the interests of Borrower or Lender, Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Mortgaged Property, transferability; (iv) execute or file any subdivision plat affecting the Mortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged Property; (v) amend or cause to be amended any Material Agreement in any manner that might diminish (x) the value of the Property, or (vy) 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 Mortgaged 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.

Zoning and Uses. None of Borrower, Senior Mezzanine Borrower or Property Owner shall do any of the following with respect to any of the Properties without the prior written consent of Lender (such consent not to be unreasonably withheld, delayed or conditioned), 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 Mortgaged Property Properties (or to the extent applicable, zoning reclassification of any of the Mortgaged PropertyProperties) 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 Mortgaged Property a Property, or use or permit the use of the Mortgaged a Property in a manner that would result in the use of such use Property becoming a non-conforming nonconforming use (other than a legal nonconforming use) in any material respect under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, the Management Agreement, Insurance Requirement, Material Agreement or Legal Requirement, Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged Property, Requirement in any material respect; (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of of, or materially default in its obligations under, any Permitted Encumbrance, to the Ground Lease or any other Permitted Encumbrance extent the same would result in a manner adverse in any material respect to the interests of Borrower or Lender, Material Adverse Effect; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged a Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Mortgaged Property, transferability; (iv) execute or file any subdivision plat affecting any of the Mortgaged PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising any of the Mortgaged 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 Borrower, any Senior Mezzanine Borrower, 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 Borrower, any Senior Mezzanine Borrower, any Property Owner or Lender thereunder; or (vii) permit or suffer consent to any of the Mortgaged 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.

Zoning and Uses. Except to the extent that the Master Lease Tenant may be permitted to do so under the Master Lease, Borrower shall not (i) initiate or support any --------------- limiting change in the permitted uses of the any Mortgaged Property (or to the extent applicable, zoning reclassification of the any Mortgaged 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 any Mortgaged Property or use or permit the use of the 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 terms of the Ground any Lease, the Management Operating Agreement, Insurance Requirement, Legal Requirement, Requirements or any Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged PropertyEncumbrance, (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 interests interest of Borrower or Lender, (iiiiv) impose or permit or suffer the imposition of any restrictive covenants, easements or encumbrances upon the any Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the such Mortgaged Property, (ivv) execute or file any subdivision plat affecting the any Mortgaged Property, institute, or permit the institution of, proceedings to alter any tax lot comprising the any Mortgaged Property, Property or (vvi) permit or suffer the 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.

Zoning and Uses. Borrower Neither Maryland Guarantor nor Operating Lessee shall not do any of the following: (i) initiate or support any --------------- limiting change in the permitted uses of the Mortgaged Property (or to the extent applicable, zoning reclassification of the Mortgaged 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 Mortgaged Property Property, or use or permit the use of the Mortgaged Property in a manner that would result in such the use of the Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the Management Agreementuse of all or any portion of the Property is a nonconforming use, Insurance Requirement, Legal Requirement, Permitted Encumbrance Maryland Guarantor shall not cause or other agreement binding on Borrower permit such nonconforming use to be discontinued or abandoned without the Mortgaged Property, express written consent of Lender); (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of the Ground Lease of, or materially default in its obligations under, any other Permitted Encumbrance in a manner adverse in any material respect to the interests of Borrower or Lender, Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Mortgaged Property, transferability; (iv) execute or file any subdivision plat affecting the Mortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged 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 Mortgaged 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.

Zoning and Uses. No Borrower shall do any of the following with respect to any of the Properties without the prior written consent of Lender (such consent not to be unreasonably withheld, delayed or conditioned), 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 Mortgaged Property Properties (or to the extent applicable, zoning reclassification of any of the Mortgaged PropertyProperties) 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 Mortgaged Property a Property, or use or permit the use of the Mortgaged a Property in a manner that would result in the use of such use Property becoming a non-conforming nonconforming use (other than a legal nonconforming use) in any material respect under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, the Management Agreement, Insurance Requirement, Material Agreement or Legal Requirement, Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged Property, Requirement in any material respect; (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of of, or materially default in its obligations under, any Permitted Encumbrance, to the Ground Lease or any other Permitted Encumbrance extent the same would result in a manner adverse in any material respect to the interests of Borrower or Lender, Material Adverse Effect; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged a Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Mortgaged Property, transferability; (iv) execute or file any subdivision plat affecting any of the Mortgaged PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising any of the Mortgaged 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 Lender thereunder; (vi) amend, modify, surrender, terminate (or allow to terminate, including by failure to exercise an extension option) 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 Mortgaged 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.

Zoning and Uses. Borrower shall not do any of the following, in each case, without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed: (i) initiate or support any --------------- limiting change in the permitted uses of any of the Mortgaged Property Properties (or to the extent applicable, zoning reclassification of any of the Mortgaged Property) Properties), 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 Mortgaged extent such action could be reasonably likely to result in a Property or Material Adverse Effect; (ii) use or permit the use of the Mortgaged a Property in a manner that would result in the use of such use Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the Management Agreementuse of all or any portion of any Property is a nonconforming use, Insurance RequirementBorrower shall not cause or permit such nonconforming use to be discontinued or abandoned without the express written consent of Lender, Legal Requirement, Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged Property, (ii) modify, amend or supplement than in any case in which such nonconforming use is discontinued as a result of the terms of Tenant that conducted such use no longer occupying the Ground Lease or any other Permitted Encumbrance in a manner adverse in any material respect to the interests of Borrower or Lender, applicable Property); (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged a Property in any manner that adversely affects could be reasonably likely to result in any material respect the value or utility of the Mortgaged Property, a Property Material Adverse Effect; (iv) execute or file any subdivision plat affecting any of the Mortgaged PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising any of the Mortgaged Property, or Properties; or (v) permit or suffer consent to any of the Mortgaged 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.

Zoning and Uses. Borrower shall not do any of the following: (i) initiate or support any --------------- limiting change in the permitted uses of any of the Mortgaged Property Properties (or to the extent applicable, zoning reclassification of any of the Mortgaged PropertyProperties) 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 any Mortgaged Property Property, or use or permit the use of the any Mortgaged Property in a manner that would result in the use of such use Mortgaged Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Major Lease, the Management Agreement, Insurance Requirement, Legal Requirement, Requirement or Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged Property, in a manner that would have a Material Adverse Effect; (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of the Ground Lease or any other Permitted Encumbrance in a manner adverse that would have a Material Adverse Effect, or default in any of its material respect to the interests of Borrower or Lender, obligations under a Permitted Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the a Mortgaged Property in any manner that adversely affects in any material respect the value or utility of the Mortgaged Property, would have a Material Adverse Effect; (iv) execute or file any subdivision plat affecting the Mortgaged PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged PropertyProperties, or if same would have a Material Adverse Effect; or (v) permit or suffer consent to any of the Mortgaged 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.

Zoning and Uses. Borrower shall not do any of the following: (i) initiate or support any --------------- limiting change in the permitted uses of the Mortgaged Property (or to the extent applicable, zoning reclassification of the Mortgaged 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 that is reasonably likely to have a Material Adverse Effect on the Mortgaged Property Property, or use or permit the use of the Mortgaged Property in a manner that would result in such the use of the Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the Management Agreementuse of all or any portion of the Property is a nonconforming use, Insurance Requirement, Legal Requirement, Permitted Encumbrance Borrower shall not cause or other agreement binding on Borrower permit such nonconforming use to be discontinued or abandoned without the Mortgaged Property, express written consent of Lender); (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of the Ground Lease of, or materially default in its obligations under, any other Permitted Encumbrance in a manner adverse in any material respect to the interests of Borrower or Lender, Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Mortgaged Property, transferability; (iv) execute or file any subdivision plat affecting the Mortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged 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 Mortgaged 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.

Zoning and Uses. Borrower shall not do any of the following: (i) initiate or support any --------------- limiting change in the permitted uses of the Mortgaged Property (or to the extent applicable, zoning reclassification of the Mortgaged 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 that would have a Material Adverse Effect on the Mortgaged Property Property, or use or permit the use of the Mortgaged Property in a manner that would result in such the use of the Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the Management Agreementuse of all or any portion of the Property is a nonconforming use, Insurance Requirement, Legal Requirement, Permitted Encumbrance Borrower shall not cause or other agreement binding on Borrower permit such nonconforming use to be discontinued or abandoned without the Mortgaged Property, express written consent of Lender); (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of the Ground Lease of, or materially default in its obligations under, any other Permitted Encumbrance in a manner adverse in any material respect to the interests of Borrower or Lender, Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Mortgaged Property, transferability; (iv) execute or file any subdivision plat affecting the Mortgaged Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged 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 Mortgaged 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.

Zoning and Uses. Borrower shall not do any of the following: (i) initiate or support any --------------- limiting change in the permitted uses of any of the Mortgaged Property Properties (or to the extent applicable, zoning reclassification of any of the Mortgaged PropertyProperties) 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 Mortgaged Property a Property, or use or permit the use of the Mortgaged a Property in a manner that would result in the use of such use Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, the Management Agreement, Insurance Requirement, Material Agreement or Legal Requirement, Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged Property, ; (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of the Ground Lease of, or materially default in its obligations under, any other Permitted Encumbrance in a manner adverse in any material respect to the interests of Borrower or Lender, Encumbrance; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged a Property in any manner that adversely affects in any material respect the value its value, utility or utility of the Mortgaged Property, transferability; (iv) execute or file any subdivision plat affecting any of the Mortgaged PropertyProperties, or institute, or permit the institution of, proceedings to alter any tax lot comprising any of the Mortgaged PropertyProperties; Gxxxxxx Sxxxx Commercial Mortgage Capital, or L.P. Loan Agreement Life Time Fitness Portfolio (v) amend or cause to be amended any of the Material Agreements in any manner that might diminish (x) the value of the applicable Property or Properties 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 any of the Mortgaged 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.

Zoning and Uses. Borrower shall not No Obligor shall, without the consent of Lender, do any of the following: (i) initiate or support any --------------- limiting change in the permitted uses of the Mortgaged any Property (or to the extent applicable, zoning reclassification of the Mortgaged any 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 Mortgaged any Property if such variance would have a Property Material Adverse Effect, or use or permit the use of the Mortgaged any Property in a manner that would result in such the use of any Property becoming a non-conforming nonconforming use under applicable land-use restrictions (and, if any, or zoning ordinances) ordinances or that would violate the terms of the Ground any Lease, the Management Agreement, Insurance Requirementoperating agreement, Legal Requirement, Requirement or Permitted Encumbrance or other agreement binding on Borrower or the Mortgaged Property, Encumbrance; (ii) modifyconsent to any modification, amend amendment or supplement to any of the terms of the Ground Lease or any other Permitted Encumbrance in any manner that would have a manner adverse in any material respect to the interests of Borrower or Lender, Property Material Adverse Effect; (iii) impose or permit or suffer consent to the imposition of any restrictive covenants, easements or encumbrances upon the Mortgaged any Property in any manner that adversely affects in would have a Property Material Adverse Effect or have a material adverse effect on the transferability of any material respect the value or utility of the Mortgaged Property, ; (iv) execute or file any subdivision plat affecting the Mortgaged any Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising the Mortgaged Property, or any Property in any manner that would have a Property Material Adverse Effect; or (v) permit or suffer the Mortgaged consent to any Property to be being used by the public or any Person in such manner as might make possible reasonably likely a claim of adverse usage or possession or of any implied dedication or easementeasement which claim, if successful, would have a Property Material Adverse Effect.