Common use of FINANCING OF THE LEASED PROPERTY Clause in Contracts

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased Property, Lessor will use reasonable efforts to obtain an agreement from the holder of each such Encumbrance whereby such holder agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such Encumbrance, (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII of this Lease, and (e) Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance as provided in Article XXXVIII hereof.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased Property, Lessor will use reasonable efforts to obtain an agreement from the holder of each such Encumbrance whereby such holder agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such Encumbrance, (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII of this Lease, and (e) Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance as provided in Article XXXVIII hereof.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased Property, Lessor will use its good faith reasonable efforts to obtain an agreement from the holder of each such Encumbrance whereby such holder agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty thirty (2030) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such Encumbrance, (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII of this Lease, and (e) Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance as provided in Article XXXVIII hereof.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if that it grants will not grant or creates create any mortgage, deed of trust, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased PropertyProperty to secure any indebtedness of Lessor (an "Encumbrance"), Lessor will use reasonable efforts to obtain an agreement from the unless each holder of each such an Encumbrance whereby such holder agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any public foreclosure sale with respect to any such Encumbrance, (c) agrees to release the Leased Property from the Encumbrance upon the exercise by Lessee of a right to purchase contained in this Lease and the payment by Lessee of the applicable purchase price, and (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter enters into an agreement with Lessee containing the provisions described in Article XXXVIII 33 of this Lease, . Lessee agrees to execute and (e) deliver to Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or such holder of an Encumbrance. Lessee hereby consents to the assignment of and grant of a security interest and lien in this Lease together with the other documents and instruments delivered to Lessor by Lessee pursuant hereto and in connection herewith (collectively, the "Assigned Documents"), including all rights of Lessor in, to and under each Assigned Document, by Lessor to any Facility Mortgagee requesting same. Lessee hereby further agrees to execute a Consent to Assignment in substantially the form attached hereto as provided Exhibit X. Xxxxxx shall --------- pay any Encumbrance as and when due subject to any right granted Lessor in Article XXXVIII hereofsuch Encumbrance to contest any obligation of Lessor or to withhold any payment or sum due under the Encumbrance.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if that it grants will not grant or creates create any mortgage, deed of trust, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased PropertyProperty to secure any indebtedness of Lessor (an "Encumbrance"), Lessor will use reasonable efforts to obtain an agreement from the unless each holder of each such an Encumbrance whereby such holder agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any public foreclosure sale with respect to any such Encumbrance, (c) agrees to release the Leased Property from the Encumbrance upon the exercise by Lessee of a right to purchase contained in this Lease and the payment by Lessee of the applicable purchase price, and (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter enters into an agreement with Lessee containing the provisions described in Article XXXVIII XXXIII of this Lease, . Lessee agrees to execute and (e) deliver to Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee hereby consents to the assignment of and grant of a security interest and lien in this Lease together with the other documents and instruments delivered to Lessor by Lessee and Guarantor pursuant hereto and in connection herewith (collectively, the "Assigned Documents"), including all rights of Lessor in, to and under each Assigned Document, by Lessor to any Facility Mortgagee requesting same. Lessee hereby further agrees to execute a Consent to Assignment in substantially the form attached hereto as provided in Article XXXVIII hereof.Exhibit G.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. LESSOR Lessor agrees that, if it grants or creates any mortgage, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased Property, Lessor will use its good faith reasonable efforts to obtain an agreement from the holder of each such Encumbrance whereby such holder agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty thirty (2030) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such Encumbrance, (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII of this Lease, and (e) Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance as provided in Article XXXVIII hereof.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, liendeed of trust, encumbrance pledge, hypothecation, assignment, charge or deposit agreement, lien (statutory or otherwise) or preference, security interest or other title retention agreement encumbrance of any kind or nature whatsoever ("Encumbrances"“Liens”) upon any Property after the Leased PropertyCommencement Date, Lessor will use reasonable efforts to obtain an agreement from the holder of each such Encumbrance Lien whereby such holder agrees (a) to give the Facility Lessee which operates such Property the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance Lien or any sale in foreclosure of such EncumbranceLien, (b) to permit such Facility Lessee, after twenty (20) days days’ prior written notice, to cure any such default on Lessor's ’s behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit such Facility Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such EncumbranceLien, (d) that, if subordination by such Facility Lessee is requested by the holder of each such EncumbranceLien, to enter into an agreement with such Facility Lessee containing the provisions described in Article XXXVIII of this LeaseXXXVII, and (e) Lessor further agrees that no to execute and deliver to such Encumbrance Facility Lessee a written agreement consenting to this Lease and agreeing that, notwithstanding any such other Facility Instrument or any default, expiration, termination, foreclosure, sale, entry or other act or omission thereunder, such Facility Lessee shall not be disturbed in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided peaceful enjoyment of such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights portion of the holder Leased Property nor shall this Lease be terminated or canceled at any time, except in accordance with Article XVI as a result of an Encumbrance as provided in Article XXXVIII hereofEvent of Default.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if that it grants will not grant or creates create any mortgage, deed of trust, lien, encumbrance or other title retention agreement ("Encumbrances"“Encumbrance”) upon the Leased Property, Lessor will use reasonable efforts to obtain an agreement from Property unless the holder of each such Encumbrance whereby such holder shall simultaneously with or prior to recording the Encumbrance agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any public foreclosure sale with respect to any such Encumbrance, Encumbrance and (dc) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII XXXIII of this Lease, . Lxxxxx agrees to execute and (e) deliver to Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee hereby consents to the assignment of and grant of a security interest and lien in this Lease together with the other documents and instruments delivered to Lessor by Lessee pursuant hereto and in connection herewith (collectively, the “Assigned Documents”), including all rights of Lessor in, to and under each Assigned Document, by Lessor to NationsBank of Georgia, National Association, as provided Agent (the “Agent”) for itself and the other lenders from time to time parties to that certain Revolving Credit and Reimbursement Agreement dated as of June 22, 1994, among Lessor, the lenders party thereto (the “Lenders”) and the Agent, as amended by that certain Amendment Agreement No. I to Revolving Credit and Reimbursement Agreement and Certain Other Loan Documents dated as of October 26, 1994, and by that certain Amendment Agreement No. 2 to Revolving Credit and Reimbursement Agreement and Certain Other Loan Documents dated as of March 17, 1995 (as so amended and as it may be further amended, modified or supplemented from time to time, the “Credit Agreement”), pursuant to which the Lenders have established a revolving credit facility and letter of credit facility in Article XXXVIII hereof.favor of Lessor. Lxxxxx hereby further agrees to execute a Consent to Assignment in substantially the form attached hereto as Exhibit E. Xxxxxx further agrees that in connection with the execution of any such assignment by Lxxxxx, Lxxxxx will execute and deliver to the Agent a tenant estoppel certificate in substantially the form attached hereto as Exhibit F.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, deed of trust, lien, encumbrance or other title retention agreement ("EncumbrancesEncumbrance") upon the Leased Property, Lessor will use reasonable efforts to obtain an agreement from the holder of each such Encumbrance whereby such holder agrees shall simultaneously with or prior to recording the Encumbrance agree (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, Lessee to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any public foreclosure sale with respect to any such Encumbrance, Encumbrance and (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII XXXIII of this Lease, . Lessee agrees to execute and (e) deliver to Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance as provided in any written agreement required by this Article XXXVIII hereofwithin ten days of written request thereof by Lessor or the holder of an Encumbrance.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, lien, encumbrance or other title retention agreement ("Encumbrances"“Liens”) upon any Property after the Leased PropertyCommencement Date, Lessor will use reasonable efforts to obtain an agreement from the holder of each such Encumbrance Lien whereby such holder agrees (a) to give the Facility Lessee which operates such Property the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance Lien or any sale in foreclosure of such EncumbranceLien, (b) to permit such Facility Lessee, after twenty (20) days days’ prior written notice, to cure any such default on Lessor's ’s behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit such Facility Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such EncumbranceLien, (d) that, if subordination by such Facility Lessee is requested by the holder of each such EncumbranceLien, to enter into an agreement with such Facility Lessee containing the provisions described in Article XXXVIII of this LeaseXXXVII, and (e) Lessor further agrees that no to execute and deliver to such Encumbrance Facility Lessee a written agreement consenting to this Lease and agreeing that, notwithstanding any such other Facility Instrument or any default, expiration, termination, foreclosure, sale, entry or other act or omission thereunder, such Facility Lessee shall not be disturbed in peaceful enjoyment of such portion of the Leased Property nor shall this Lease be terminated or canceled at any way prohibittime, derogate from, or interfere except in accordance with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder Article XVI as a result of an Event of Default. No Facility Lessee shall be subordinate subordinated to the rights of the holder of an Encumbrance as provided in Article XXXVIII hereofa Lien unless both conditions of clause (d) and (e) above are met.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, lien, encumbrance or other title retention agreement ("Encumbrances"“Liens”) upon any portion of the Leased PropertyProperty relating to any particular Facility after the Commencement Date, Lessor will use commercially reasonable efforts to obtain an agreement from the holder of each such Encumbrance Lien whereby such holder agrees (a) to give the Facility Lessee which operates the Facility on such portion of the Leased Property the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance Lien or any sale in foreclosure of such EncumbranceLien, (b) to permit such Facility Lessee, after twenty (20) days days’ prior written notice, to cure any such default on Lessor's ’s behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit such Facility Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such EncumbranceLien, (d) that, if subordination by such Facility Lessee is requested by the holder of each such EncumbranceLien, to enter into an agreement with such Facility Lessee containing the provisions described in Article XXXVIII of this Lease, XXXVII and (e) Lessor further agrees that no to execute and deliver to such Encumbrance Facility Lessee a written agreement consenting to this Lease and agreeing that, notwithstanding any such other Facility Instrument or any default, expiration, termination, foreclosure, sale, entry or other act or omission thereunder, such Facility Lessee shall not be disturbed in peaceful enjoyment of such portion of the Leased Property nor shall this Lease be terminated or canceled at any way prohibittime, derogate from, or interfere except in accordance with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder Article XVI as a result of an Event of Default. No Facility Lessee shall be subordinate subordinated to the rights of the holder of an Encumbrance as provided in Article XXXVIII hereofa Lien unless both conditions of clause (d) and (e) above are met.

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if that it grants will not grant or creates create any mortgage, deed of trust, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased PropertyProperty to secure any indebtedness of Lessor (an "Encumbrance"), Lessor will use reasonable efforts to obtain an agreement from unless the holder of each such Encumbrance whereby such holder agrees shall simultaneously with or prior to recording the Encumbrance agree (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any public foreclosure sale with respect to any such Encumbrance, Encumbrance and (dc) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII XXXII of this Lease, . Lessee agrees to execute and (e) deliver to Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee hereby consents to the assignment of and grant of a security interest and lien in this Lease together with the other documents and instruments delivered to Lessor by Lessee pursuant hereto and in connection herewith (collectively, the "Assigned Documents"), including all rights of Lessor in, to and under each Assigned Document, by Lessor to NationsBank of Georgia, National Association, as provided Agent (the "Agent") for itself and the other lenders from time to time parties to that certain Revolving Credit and Reimbursement Agreement dated as of June 22, 1994, among Lessor, the lenders party thereto (the "Lenders") and the Agent, as amended by that certain Amendment Agreement No. 1 to Revolving Credit and Reimbursement Agreement and Certain Other Loan Documents dated as of October 26, 1994, and by that certain Amendment Agreement No. 2 to Revolving Credit and Reimbursement Agreement and Certain Other Loan Documents dated as of March 17, 1995 (as so amended and as it may be further amended, modified or supplemented from time to time, the "Credit Agreement"), pursuant to which the Lenders have established a revolving credit facility and letter of credit facility in Article XXXVIII hereof.favor of Lessor. Lessee hereby further agrees to execute a Consent to Assignment in substantially the form attached hereto as Exhibit E. Lessee further agrees that in connection --------- with the execution of any such assignment by Lessor, Lessee will execute and deliver to the Agent a tenant estoppel certificate in substantially the form attached hereto as Exhibit ------- F. --

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if that it grants will not grant or creates create any mortgage, deed of trust, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased PropertyProperty to secure any indebtedness of Lessor (an "Encumbrance"), Lessor will use reasonable efforts to obtain an agreement from unless the holder of each such Encumbrance whereby such holder agrees shall simultaneously with or prior to recording the Encumbrance agree (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any public foreclosure sale with respect to any such Encumbrance, Encumbrance and (dc) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII XXXIII of this Lease, . Lessee agrees to execute and (e) deliver to Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance any written agreement required by this Article within ten days of written request thereof by Lessor or the holder of an Encumbrance. Lessee hereby consents to the assignment of and grant of a security interest and lien in this Lease together with the other documents and instruments delivered to Lessor by Lessee pursuant hereto and in connection herewith (collectively, the "Assigned Documents"), including all rights of Lessor in, to and under each Assigned Document, by Lessor to NationsBank of Georgia, National Association, as provided Agent (the "Agent") for itself and the other lenders from time to time parties to that certain Revolving Credit and Reimbursement Agreement dated as of June 22, 1994, among Lessor, the lenders party thereto (the "Lenders") and the Agent, as amended by that certain Amendment Agreement No. 1 to Revolving Credit and Reimbursement Agreement and Certain Other Loan Documents dated as of October 26, 1994, and by that certain Amendment Agreement No. 2 to Revolving Credit and Reimbursement Agreement and Certain Other Loan Documents dated as of March 17, 1995 (as so amended and as it may be further amended, modified or supplemented from time to time, the "Credit Agreement"), pursuant to which the Lenders have established a revolving credit facility and letter of credit facility in Article XXXVIII hereof.favor of Lessor. Lessee hereby further agrees to execute a Consent to Assignment in substantially the form attached hereto as Exhibit E. Lessee further agrees that in connection with the execution --------- of any such assignment by Lessor, Lessee will execute and deliver to the Agent a tenant estoppel certificate in substantially the form attached hereto as Exhibit ------- F. -

FINANCING OF THE LEASED PROPERTY. 37.1 FINANCING BY LESSOR. Lessor agrees that, if it grants or creates any mortgage, lien, encumbrance or other title retention agreement ("Encumbrances") upon the Leased Property, Lessor will use commercially reasonable efforts to obtain an agreement from the holder of each such Encumbrance whereby such holder agrees (a) to give Lessee the same notice, if any, given to Lessor of any default or acceleration of any obligation underlying any such Encumbrance or any sale in foreclosure of such Encumbrance, (b) to permit Lessee, after twenty (20) days prior written notice, to cure any such default on Lessor's behalf within any applicable cure period, in which event Lessor agrees to reimburse Lessee for any and all reasonable out-of-pocket costs and expenses incurred to effect any such cure (including reasonable attorneys' fees), (c) to permit Lessee to appear with its representatives and to bid at any foreclosure sale with respect to any such Encumbrance, (d) that, if subordination by Lessee is requested by the holder of each such Encumbrance, to enter into an agreement with Lessee containing the provisions described in Article XXXVIII of this Lease, and (e) Lessor further agrees that no such Encumbrance shall in any way prohibit, derogate from, or interfere with Lessee's right and privilege to collaterally assign its leasehold and contract rights hereunder provided such collateral assignment and rights granted to the assignee thereunder shall be subordinate to the rights of the holder of an Encumbrance as provided in Article XXXVIII hereof.