Common use of Incorporation of Covenants Clause in Contracts

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that the Incorporated Covenants (and all other relevant provisions of the Existing Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lender, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this Guaranty, except to the extent otherwise specifically provided for in the following paragraph of this Section. In the event a waiver is granted under the Existing Credit Agreement or an amendment or modification is executed with respect to the Existing Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty only if consented to in writing by the Lender. In the event of any replacement of the Existing Credit Agreement with a similar credit facility (the "NEW FACILITY") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replaced, then covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date Lessee contained in Section 8 of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Sections 7 and 9 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Tranche A Lenders). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Section 8 and Sections 8.01 7 and 8.029, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Tranche A Lenders) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Section 8 and Sections 8.01 7 and 8.029, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated Credit Agreement (Facility A) dated as of November 24May 25, 1998 1999 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENTCapital One Credit Agreement") among GuarantorCOFC, the financial institutions named thereinCapital One Bank and Capital One, Bank of AmericaF.S.B., N.A. (formerly Bank of America National Trust and Saving Association) and as borrowers, The Chase Manhattan Bank, as Co-Arrangers, Administrative Agent and The First National Bank of Chicago, as administrative agentthe other financial institutions party thereto. Reference Further reference is further made to the covenants representations and warranties of the Guarantor contained in Article VIII Section 7 of the Existing Capital One Credit Agreement other than the representations contained in Sections 7.04, 7.05, 7.06 and 7.13 (hereinafter referred to as the "Incorporated Representations and Warranties") and the covenants of the Guarantor contained in Section 8 of the Capital One Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The ---------------------- Lessee agrees with the Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Capital One Credit Agreement related thereto, including specifically without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lenderthe Lessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Capital One Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Capital One Credit Agreement or an amendment or modification is executed with respect to the Existing Capital One Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties or the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderMajority Lenders. In the event of any replacement of the Existing Capital One Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and ------------ warranties and covenants of the Guarantor contained in the New Facility which correspond to the representations and warranties and covenants of the Guarantor contained in Sections 8.01 Section 7 and 8.02, respectively, Section 8 of the Existing Capital One Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Lessor and the Majority Lenders and, if such consent is not granted or if the Existing Capital One Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Sections 8.01 Section 7 and 8.02, respectively, Section 8 of the Existing Capital One Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations and Warranties and the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date Lessee contained in Section 3 of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Sections 4 and 5 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties or the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderLessor, the Agent and the Majority Holders. In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties and covenants contained in the New Facility which correspond to the representations and warranties and covenants contained in Section 3 and Sections 8.01 4 and 8.025, respectively, of the Existing Lessee Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx Lessor, the Agent and the Majority Holders and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Section 3 and Sections 8.01 4 and 8.025, respectively, of the Existing Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations and Warranties and the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as Until the expiration of November 24this Agreement, 1998 (as amended or modified prior and thereafter until payment in full of all indebtedness and other liabilities of the Borrower to the date Lenders pursuant hereto and the performance of all other obligations of the GuarantyBorrower pursuant hereto, the "EXISTING CREDIT AGREEMENT") among GuarantorBorrower shall observe and perform, as incorporated herein, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge set forth in Article VI of the Existing Revolving Credit Agreement. Guarantor agrees with Lender that the Incorporated Covenants (and all other relevant All such provisions of the Existing Credit Agreement related theretosaid Article VI, including without limitation all exhibits, schedules and the definitions of defined terms contained in Section 1.01 thereofused therein and exhibits referred to therein, which are used in the Incorporated Covenants) are hereby incorporated by reference into and made a part of this Guaranty Agreement to the same extent and with the same effect as if set forth fully herein and except that (i) all cross references shall inure be deemed to refer to the benefit relevant provision or provisions as incorporated herein, (ii) references therein to “hereof” and “hereto” and “herein” or “this Agreement” shall be deemed to refer to this Agreement, and (iii) references in such sections as incorporated herein to the defined terms “Lenders”, “Lender”, “Required Lenders” and “Agent” shall be deemed references to the defined terms “Lenders”, “Lender”, “Required Lenders” and “Agent” as defined in this Agreement. Together with the financial statements required under Section 6.1(a) of Lenderthe Revolving Credit Agreement, without giving effect the Borrower shall deliver a compliance certificate in substantially the form of Exhibit D hereto signed by a Designated Financial Officer of the Borrower showing the calculations necessary to determine compliance with this Agreement and stating that no Default or Unmatured Default exists or, if any waiverDefault or Unmatured Default exists, stating the nature and status thereof. Any supplement, amendment, modification modification, waiver or replacement consent made or granted by the Lenders or the Required Lenders (as defined in the Revolving Credit Agreement) in connection with such provisions of the Existing Revolving Credit Agreement or and definitions from the Revolving Credit Agreement incorporated herein at any term or provision of the Incorporated Covenants occurring subsequent to time after the date of this Guarantyhereof shall be deemed a supplement, except to amendment, modification, waiver or consent, as the extent otherwise specifically provided for in the following paragraph of this Section. In the event a waiver is granted under the Existing Credit Agreement or an amendment or modification is executed case may be, with respect to the Existing Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants provisions as incorporated by reference into this Guaranty herein, but only if consented to in writing by the Lender. In the event of any replacement of the Existing Credit Agreement with a similar credit facility (the "NEW FACILITY") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 and 8.02Lenders or Required Lenders hereunder, respectively, of the Existing Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replaced, then covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement (together with any modifications or amendments approved as determined in accordance with this paragraph) Agreement, have consented to such supplement, amendment, modification, waiver or consent pursuant to the terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, no termination, cancellation or expiry of the Revolving Credit Agreement shall have any effect whatsoever upon the provisions and definitions thereof as such provisions and definitions are incorporated herein, and such provisions and definitions of the Revolving Credit Agreement incorporated herein shall be deemed to survive any such termination, cancellation or expiry of the Revolving Credit Agreement and shall thereafter continue to be binding upon the Incorporated Covenants hereunderBorrower under this Agreement.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24May 8, 1998 2000 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENTExisting Tech Data Credit Agreement") among Guarantor, the financial institutions named thereinTech Data, Bank of AmericaAmerica as agent, N.A. (formerly Bank of America National Trust swing line lender and Saving Association) and The Chase Manhattan Bank, as Co-Arrangersissuing lender, and The First National Bank of Chicago, as administrative agentthe other lenders party thereto. Reference Further reference is further made to the covenants contained in Article VIII SECTION 7 and SECTION 8 of the Existing Tech Data Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated CovenantsLessor that, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge effective as of the Existing Credit Agreement. Guarantor agrees date hereof (whether or not the Basic Term has commenced with Lender that respect to any Property), the Incorporated Covenants (and all other relevant provisions of the Existing Tech Data Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Lease and into the Guaranty Agreement to the same extent and with the same effect as if set forth fully herein and therein and shall inure to the benefit of Lenderthe Lessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Tech Data Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Tech Data Credit Agreement or an amendment or modification is executed with respect to the Existing Tech Data Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderMajority Financing Parties and the Agent. In the event of any replacement of the Existing Tech Data Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") ), the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 SECTIONS 7 and 8.02, respectively, 8 of the Existing Tech Data Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Financing Parties and the Agent, and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 SECTIONS 7 and 8.02, respectively, 8 of the Existing Tech Data Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Existing Tech Data Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then, notwithstanding such termination, the covenants contained in SECTIONS 7 and 8 of the Existing Tech Data Credit Agreement (together with any modifications or amendments thereto, or covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII IV of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Article V and Article VI of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, Article I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease and shall inure to the benefit of Lessor to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lender, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this Guaranty, except to the extent otherwise specifically provided for in the following paragraph of this Sectionherein. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty only if consented to in writing by Lease upon the Lender. In the event of any replacement of the Existing Credit Agreement with a similar credit facility (the "NEW FACILITY") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 date and 8.02, respectively, of the Existing Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replaced, then covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.for

Incorporation of Covenants. (a) Reference is made to that certain Credit Agreement (Facility A) dated as of November 24October 31, 1998 2000 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENTExisting HEALTHSOUTH Corporation Credit Agreement") among GuarantorHEALTHSOUTH Corporation, UBS AG, Stamford Branch, as agent, and the other financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agentparty thereto. Reference Further reference is further made to the covenants contained in Article Articles VII and VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated CovenantsLessor that, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge effective as of the Existing Credit Agreement. Guarantor agrees with Lender that date hereof (whether or not the Basic Term has commenced), the Incorporated Covenants (and all other relevant provisions of the Existing HEALTHSOUTH Corporation Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lenderthe Lessor, without giving effect to any waiver, amendment, modification or replacement of the Existing HEALTHSOUTH Corporation Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing HEALTHSOUTH Corporation Credit Agreement or an amendment or modification is executed with respect to the Existing HEALTHSOUTH Corporation Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderMajority Lenders. In the event of any replacement of the Existing HEALTHSOUTH Corporation Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing HEALTHSOUTH Corporation Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Lenders and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Existing HEALTHSOUTH Corporation Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then the covenants contained in Articles VII and VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments thereto, or to covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24June 30, 1998 1994 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT1994 Credit Agreement") among Guarantorthe Lessee, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Continental Bank, as Co-ArrangersAgent, and The First National Bank of Chicago, as administrative agentthe other financial institutions party thereto. Reference Further reference is further made to the covenants contained in Article VIII Section 10 of the Existing 1994 Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender Lessor that the Incorporated Covenants (and all other relevant provisions of the Existing Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lenderherein, without giving effect to any waiver, amendment, modification or replacement of the Existing 1994 Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing 1994 Credit Agreement or an amendment or modification is executed with respect to the Existing 1994 Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderLessor and the Majority Lenders. In the event of any replacement of the Existing 1994 Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 and 8.02, respectively, Section 10 of the Existing 1994 Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Lessor and the Majority Lenders and, if such consent is not granted or if the Existing 1994 Credit Agreement is terminated and not replaced, then the covenants contained in Sections 8.01 and 8.02, respectively, Section 10 of the Existing 1994 Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date Lessee contained in Section 6 of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Sections 7 and 8 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Section 6 and Sections 8.01 7 and 8.028, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Section 6 and Sections 8.01 7 and 8.028, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date Sections 7.19 and 7.20 of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing USF Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"“Incorporated Covenants”). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Servicer agrees with the Incorporated CovenantsAgent, it being agreed that such covenants the Purchaser Agents and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender Purchasers that the Incorporated Covenants (and all other relevant provisions of the Existing USF Credit Agreement related thereto, including without limitation all exhibitsincluding, schedules and but not limited to, the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Agreement to the same extent and with the same effect as if set forth fully herein and therein and shall inure to the benefit of Lenderthe Agent, the Purchaser Agents and each of the Purchasers, without giving effect to any waiver, amendment, modification or replacement of the Existing USF Credit Agreement or Agreement, any term or provision of the Incorporated Covenants or and defined term used in the Incorporated Covenants occurring subsequent to the date of this GuarantyAgreement, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing USF Credit Agreement or an amendment or modification is executed with respect to the Existing USF Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants or any defined term used in the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants or the defined terms used therein as incorporated by reference into this Guaranty Agreement only if consented to in writing by the LenderInstructing Group. In the event of any replacement of the Existing USF Credit Agreement with a similar credit facility (the "NEW FACILITY") “New Facility”), the covenants and related defined terms contained in the New Facility which correspond to the covenants contained in Sections 8.01 7.19 and 8.02, respectively, 7.20 of the Existing USF Credit Agreement and the related defined terms shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Instructing Group, and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 7.19 and 8.02, respectively, 7.20 of the Existing USF Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the USF Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then, notwithstanding such termination, the covenants contained in Sections 7.19 and 7.20 of the USF Credit Agreement (together with any modifications or amendments thereto, or covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. (a) Reference is made to that certain Credit Agreement (Facility A) dated as of November 24June 19, 1998 1997 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENTExisting Wackenhut Corrections Credit Agreement") among GuarantorWackenhut Corrections, the financial institutions named thereinlenders party thereto, Bank of Americaand NationsBank, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agentAgent. Reference Further reference is further made to the covenants contained in Article VII and Article VIII of the Existing Wackenhut Corrections Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated CovenantsLessor that, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge effective as of the Existing Credit Agreement. Guarantor agrees date hereof (whether or not the Basic Term has commenced with Lender that respect to any Property), the Incorporated Covenants (and all other relevant provisions of the Existing Wackenhut Corrections Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Lease and into the Guaranty Agreement to the same extent and with the same effect as if set forth fully herein and therein and shall inure to the benefit of Lenderthe Lessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Wackenhut Corrections Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Wackenhut Corrections Credit Agreement or an amendment or modification is executed with respect to the Existing Wackenhut Corrections Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderMajority Lenders and the Agent. In the event of any replacement of the Existing Wackenhut Corrections Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Wackenhut Corrections Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Lenders and the Agent, and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Wackenhut Corrections Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Existing Wackenhut Corrections Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then the covenants contained in Articles VII and VIII of the Existing Wackenhut Corrections Credit Agreement (together with any modifications or amendments thereto, or covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust Articles VII and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Tech Data Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"“Incorporated Covenants”). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated Covenants, it being agreed that such covenants Agent and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender Financing Parties that the Incorporated Covenants (and all other relevant provisions of the Existing Tech Data Credit Agreement related thereto, including without limitation all exhibitsincluding, schedules and but not limited to, the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Agreement to the same extent and with the same effect as if set forth fully herein and therein and shall inure to the benefit of Lenderthe Agent and each of the Financing Parties, without giving effect to any waiver, amendment, modification or replacement of the Existing Tech Data Credit Agreement or Agreement, any term or provision of the Incorporated Covenants or any defined term used in the Incorporated Covenants occurring subsequent to the date of this GuarantyAgreement, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph; provided, that the references to a Facility Guaranty in Section 8.04 of the Tech Data Credit Agreement shall be deemed to be references to the Guaranty for purposes of the Incorporated Covenants. In the event a waiver is granted under the Existing Tech Data Credit Agreement or an amendment or modification is executed with respect to the Existing Tech Data Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants or any defined term used in the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants or the defined terms used therein as incorporated by reference into this Guaranty Agreement only if consented to in writing by the LenderMajority Financing Parties and the Agent. The Financing Parties and the Agent hereby consent to a waiver of compliance, which waiver shall be identical in scope to the waiver agreement dated as of April 30, 2013 entered into among the Lessee, the lenders party thereto, the guarantors party thereto and Bank of America, N.A., regarding Sections 7.01(a), 7.01(b), 7.02(a), 7.02(b), 7.03(a), 7.08, 7.09(a), 7.09(b) and 7.13 of the Incorporated Covenants as they relate the Specified Matters (except that such waiver shall also include delivery of Tech Data’s quarterly financial statements and compliance certificate for the fiscal quarter that will end on July 31, 2013), which waiver of compliance shall only remain effective through October 31, 2013. In the event of any replacement of the Existing Tech Data Credit Agreement with a similar credit facility (the "NEW FACILITY") “New Facility”), the covenants and related defined terms contained in the New Facility which correspond to the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Tech Data Credit Agreement and the related defined terms shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Financing Parties and the Agent, and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Tech Data Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder (notwithstanding any termination of the Tech Data Credit Agreement). If the Tech Data Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then, notwithstanding such termination, the covenants contained in Articles VII and VIII of the Tech Data Credit Agreement (together with any modifications or amendments thereto, or covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. (a) Reference is made to that certain Credit Agreement (Facility A) dated as of November 24October 31, 1998 2000 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT"“Existing HEALTHSOUTH Corporation Credit Agreement”) among GuarantorHEALTHSOUTH Corporation, UBS AG, Stamford Branch, as agent, and the other financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agentparty thereto. Reference Further reference is further made to the covenants contained in Article Articles VII and VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"“Incorporated Covenants”). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated CovenantsLessor that, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge effective as of the Existing Credit Agreement. Guarantor agrees with Lender that date hereof (whether or not the Basic Term has commenced), the Incorporated Covenants (and all other relevant provisions of the Existing HEALTHSOUTH Corporation Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lenderthe Lessor, without giving effect to any waiver, amendment, modification or replacement of the Existing HEALTHSOUTH Corporation Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing HEALTHSOUTH Corporation Credit Agreement or an amendment or modification is executed with respect to the Existing HEALTHSOUTH Corporation Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderMajority Lenders. In the event of any replacement of the Existing HEALTHSOUTH Corporation Credit Agreement with a similar credit facility (the "NEW FACILITY"“New Facility”) the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing HEALTHSOUTH Corporation Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Lenders and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Existing HEALTHSOUTH Corporation Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then the covenants contained in Articles VII and VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments thereto, or to covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to and the date representations and warranties contained in Article VII of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust Lessee Credit Agreement and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article Articles VIII and IX of the Existing Lessee Credit Agreement. Such representations and warranties and such covenants, other than (a) those solely relating to an earlier point in time, (b) those concerning only the Lessee Credit Agreement facility or related loan documents and which could not, under any reasonable interpretation, be deemed applicable in connection with the transactions contemplated under the Operative Agreements, and (c) those the subject matter of which is already covered by a provision contained in Section 6.2 of the Participation Agreement (in the case of representations and warranties) or Section 8.3 of the Participation Agreement (in the case of such covenants), shall hereinafter be referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties" and the ")Incorporated Covenants," respectively. So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, Article I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In Lessee shall be deemed to make each of the event a waiver is granted under the Existing Credit Agreement or an amendment or modification is executed with respect Incorporated Representations and Warranties as to the Existing Credit Agreementparties and the matters specified therein and agrees to cause Guarantor, and such waiverto the extent applicable, amendment and/or modification affects the Incorporated Covenantsits Subsidiaries, then such waiver, amendment or modification shall be effective to comply with respect to the Incorporated Covenants as incorporated by reference into this Guaranty only if consented to in writing by the Lender. In the event of any replacement of the Existing Credit Agreement with a similar credit facility (the "NEW FACILITY") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 and 8.02matters specified therein, respectively, of except that the Existing Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replaced, then covenants contained in Sections 8.01 and 8.02, respectively, of the Existing Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.term "

Incorporation of Covenants. Reference is made to that certain the Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII Section 5.02(d), (e) and (f) of the Existing Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal The Lessee agrees with and for the benefit of and interest on the Financing Parties that, not withstanding any Loan (as defined language to the contrary contained in the Borrower Credit Agreement) this Agreement or any other amount payable under Operative Document, if the Borrower Credit Agreement is terminated or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has expires and is not been terminatedreplaced, Guarantor shall comply with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that then the Incorporated Covenants (and all other relevant provisions of the Existing Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby shall (i) remain in effect in the respective form thereof as of such date of termination or expiration of the Credit Agreement (giving effect to any waiver, amendment, modification and/or replacement of the Credit Agreement or any term or provision of the Incorporated Covenants or the Additional Incorporated Terms occurring subsequent to the date of this Agreement but subject to the following sentence) and (ii) be incorporated by reference into this Guaranty Agreement to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lender, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement or any term or provision of Financing Parties hereto and the Incorporated Covenants occurring subsequent parties to the date of this Guaranty, except to the extent otherwise specifically provided for in the following paragraph of this Section. In the event a waiver is granted under the Existing Credit Agreement or an amendment or modification is executed with respect to the Existing Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty only if consented to in writing by the Lenderother Operative Documents. In the event of any replacement of the Existing Credit Agreement with a similar credit facility (the each such replacement credit facility may be referred to as a "NEW FACILITYNew Facility") the relevant covenants contained and additional terms in the New Facility which correspond to the covenants contained in Sections 8.01 Section 5.02(d), (e) and 8.02, respectively, of (f) and the Existing Credit Agreement additional terms shall automatically replace the prior Incorporated Covenants and Additional Incorporated Terms and become the Incorporated Covenants hereunder only if consented to and Additional Incorporated Terms hereunder. Notwithstanding the foregoing, in writing by Xxxxxx and, if the event that any such consent is not granted Incorporated Covenants or if Additional Incorporated Terms conflict with the Existing Credit Agreement is terminated covenants and not replaced, then covenants contained in Sections 8.01 and 8.02, respectively, agreements of the Existing Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) Lessee under the Operative Documents, the provisions of the Operative Documents shall continue govern to be the Incorporated Covenants hereunderextent of such conflict.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust Articles VII and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Amended Tech Data Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"“Incorporated Covenants”). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated CovenantsLessor, it being agreed that such covenants the Administrative Agent and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender Financing Parties that the Incorporated Covenants (and all other relevant provisions of the Existing Amended Tech Data Credit Agreement related thereto, including without limitation all exhibitsincluding, schedules and but not limited to, the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty the Participation Agreement to the same extent and with the same effect as if set forth fully herein and therein and shall inure to the benefit of Lenderthe Lessor, the Administrative Agent and each of the Financing Parties, without giving effect to any waiver, amendment, modification or replacement of the Existing Amended Tech Data Credit Agreement or Agreement, any term or provision of the Incorporated Covenants or and defined term used in the Incorporated Covenants occurring subsequent to the date of this GuarantyParticipation Agreement, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Amended Tech Data Credit Agreement or an amendment or modification is executed with respect to the Existing Amended Tech Data Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants or any defined term used in the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants or the defined terms used therein as incorporated by reference into this Guaranty Participation Agreement only if consented to in writing by the LenderMajority Financing Parties and the Agent. In the event of any replacement of the Existing Amended Tech Data Credit Agreement with a similar credit facility (the "NEW FACILITY") “New Facility”), the covenants and related defined terms contained in the New Facility which correspond to the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Amended Tech Data Credit Agreement and the related defined terms shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Financing Parties and the Agent, and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Amended Tech Data Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Amended Tech Data Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then, notwithstanding such termination, the covenants contained in Articles VII and VIII of the Amended Tech Data Credit Agreement (together with any modifications or amendments thereto, or covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as the Master Guaranty of November 24, 1998 (as amended or modified prior to Payment and the date representations and warranties of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII 2 of the Existing Credit Agreement Master Guaranty of Payment (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor Lessee agrees with Lender Lessor that the Incorporated Covenants Representations and Warranties (and all other relevant provisions of the Existing Credit Agreement Master Guaranty of Payment related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated CovenantsRepresentations and Warranties, referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Credit Agreement Master Guaranty of Payment or any term or provision of the Incorporated Covenants Representations and Warranties occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Credit Agreement Master Guaranty of Payment or an amendment or modification is executed with respect to the Existing Credit AgreementMaster Guaranty of Payment, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants Representations and Warranties and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Credit Agreement Master Guaranty of Payment with a similar credit facility arrangement (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the covenants representations and warranties contained in Sections 8.01 Article 2 and 8.02, respectively, such additional terms (each of the Existing Credit Agreement foregoing contained in the Master Guaranty of Payment) shall become the Incorporated Covenants hereunder Representations and Warranties and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Credit Agreement Master Guaranty of Payment is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Article 2 and 8.02, respectively, such additional terms (each of the Existing Credit Agreement foregoing contained in the Master Guaranty of Payment (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Covenants Representations and Warranties and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain the Parent Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII VI of the Existing Parent Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Articles VII and VIII of the Parent Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Parent Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1.1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Parent Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Parent Credit Agreement or an amendment or modification is executed with respect to the Existing Parent Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Parent Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Sections 8.01 Article VI and 8.02Articles VII and VIII, respectively, and such additional terms (each of the Existing foregoing contained in the Parent Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Parent Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Article VI and 8.02Articles VII and VIII, respectively, and such additional terms (each of the Existing foregoing contained in the Parent Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date Lessee contained in Articles VI and VII of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Articles VIII, IX and X of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, Article I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties or the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderMajority Lenders. In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties and covenants (affirmative, negative and financial) contained in the New Facility which correspond to the representations and warranties and covenants contained in Sections 8.01 Articles 55 62 VI, VII, VIII, IX and 8.02, respectively, X of the Existing Lessee Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx Lessor and the Majority Lenders and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Articles VI, VII, VIII, IX and 8.02, respectively, X of the Existing Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations and Warranties and the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII III of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Articles V, VI, and VII of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, Article I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor and the Agent, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Sections 8.01 Article III and 8.02Articles V, VI and VII, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Article III and 8.02Articles V, VI and VII, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24October 30, 1998 1995 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT1995 Credit Agreement") among Guarantorthe Lessee, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Savings Association) and The Chase Manhattan Bank, as Co-ArrangersAgent, and The First National Bank of Chicago, as administrative agentthe other financial institutions party thereto. Reference Further reference is further made to the covenants contained in Article VIII Section 10 of the Existing 1995 Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender Lessor that the Incorporated Covenants (and all other relevant provisions of the Existing Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lenderherein, without giving effect to any waiver, amendment, modification or replacement of the Existing 1995 Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing 1995 Credit Agreement or an amendment or modification is executed with respect to the Existing 1995 Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderLessor and the Majority Lenders. In the event of any replacement of the Existing 1995 Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 and 8.02, respectively, Section 10 of the Existing 1995 Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Lessor and the Majority Lenders and, if such consent is not granted or if the Existing 1995 Credit Agreement is terminated and not replaced, then the covenants contained in Sections 8.01 and 8.02, respectively, Section 10 of the Existing 1995 Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII VI of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Articles VII, VIII, IX and X of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, Article I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty only if consented to in writing by the LenderLease. In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Sections 8.01 Article VI and 8.02Articles VII, VIII, IX and X, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and the Additional Incorporated Terms and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Article VI and 8.02Articles VII, VIII, IX and X, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. (a) Reference is made to that certain Credit Agreement (Facility A) dated as of November 24June 23, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENTExisting HEALTHSOUTH Corporation Credit Agreement") among Guarantorthe Lessee, NationsBank, N.A., as agent, and the other financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agentparty thereto. Reference Further reference is further made to the covenants contained in Article Articles VII and VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated CovenantsLessor that, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge effective as of the Existing Credit Agreement. Guarantor agrees with Lender that date hereof (whether or not the Basic Term has commenced), the Incorporated Covenants (and all other relevant provisions of the Existing HEALTHSOUTH Corporation Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lenderthe Lessor, without giving effect to any waiver, amendment, modification or replacement of the Existing HEALTHSOUTH Corporation Credit Agreement or any term or provision of the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing HEALTHSOUTH Corporation Credit Agreement or an amendment or modification is executed with respect to the Existing HEALTHSOUTH Corporation Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderMajority Lenders. In the event of any replacement of the Existing HEALTHSOUTH Corporation Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the covenants contained in the New Facility which correspond to the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing HEALTHSOUTH Corporation Credit Agreement shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Lenders and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Existing HEALTHSOUTH Corporation Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then the covenants contained in Articles VII and VIII of the Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments thereto, or to covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date Lessee contained in Section 3 of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Sections 5 and 6 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor as if Lessor were expressly referenced therein as a beneficiary of each such provision, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Section 3 and Sections 8.01 5 and 8.026, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Section 3 and Sections 8.01 5 and 8.026, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to and the date representations and warranties of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Guarantor contained in Article VIII Section 6.1 of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Articles VIII, IX and X of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Each Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Party agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1.1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Sections 8.01 Section 6.1 and 8.02Articles VIII, IX and X, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Section 6.1 and 8.02Articles VIII, IX and X, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.. ARTICLE XLI

Incorporation of Covenants. Reference is made to that certain the Parent Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII VI of the Existing Parent Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"“Incorporated Representations and Warranties”) and the covenants contained in Articles VII and VIII of the Parent Credit Agreement (hereinafter referred to as the “Incorporated Covenants”). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Parent Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1.1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the “Additional Incorporated Terms”) are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Parent Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Parent Credit Agreement or an amendment or modification is executed with respect to the Existing Parent Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Parent Credit Agreement with a similar credit facility (the "NEW FACILITY"“New Facility”) the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Sections 8.01 Article VI and 8.02Articles VII and VIII, respectively, and such additional terms (each of the Existing foregoing contained in the Parent Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Parent Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Article VI and 8.02Articles VII and VIII, respectively, and such additional terms (each of the Existing foregoing contained in the Parent Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII III of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Articles V and VI of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Sections 8.01 Article III and 8.02Articles V and VI, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Article III and 8.02Articles V and VI, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date Lessee contained in Section 6 of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Sections 7, 8 and 9 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty only if consented to in writing by the LenderLease. In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Section 6 and Sections 8.01 7,8 and 8.029, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx and the Additional Incorporated Terms and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Section 6 and Sections 8.01 7, 8 and 8.029, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to and the date representations and warranties of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Credit Parties contained in Article VIII III of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties") and the covenants contained in Articles V and VI of the Lessee Credit Agreement, exclusive of the covenants set forth in Sections 5.4(a) and 6.4 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply Lessee agrees with Lessor that the Incorporated Covenants, it being agreed that such covenants Representations and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender that Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, 1.1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated Terms") are hereby incorporated by reference into this Guaranty Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") the representations and warranties, covenants and additional terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Article III and Articles V and VI, exclusive of the covenants set forth in Sections 8.01 5.4(a) and 8.026.4 of the Lessee Credit Agreement, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Article III and Articles V and VI, exclusive of the covenants set forth in Sections 8.01 5.4(a) and 8.026.4 of the Lessee Credit Agreement, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain the Lessee Credit Agreement (Facility A) dated as and the representations and warranties of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants Lessee contained in Article VIII IX of the Existing Lessee Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTSIncorporated Representations and Warranties")and the covenants ------------------------------------------- contained in Article VIII the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply with the Incorporated Covenants, it being agreed that such covenants and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor Lessee agrees with Lender Lessor that the ------------------------ Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Existing Lessee Credit Agreement related thereto, including without limitation all exhibits, schedules and the defined terms contained in Section 1.01 thereof, Article I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants, hereinafter referred to as the "Additional Incorporated ----------------------- Terms") are hereby incorporated are hereby incorporated by reference into this Guaranty ----- Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of LenderLessor, without giving effect to any waiver, amendment, modification or replacement of the Existing Lessee Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this GuarantyLease, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph. In the event a waiver is granted under the Existing Lessee Credit Agreement or an amendment or modification is executed with respect to the Existing Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated CovenantsRepresentations and Warranties, the Incorporated Covenants or the Additional Incorporated Terms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Guaranty Lease only if consented to in writing by the LenderAgent (acting upon the direction of the Majority Secured Parties). In the event of any replacement of the Existing Lessee Credit Agreement with a similar credit facility (the "NEW FACILITYNew Facility") ), the representations and warranties, covenants and additional ------------ terms contained in the New Facility which correspond to the representations and warranties, covenants contained in Sections 8.01 Article I and 8.02Article VIII, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by Xxxxxx the Agent (acting upon the direction of the Majority Secured Parties) and, if such consent is not granted or if the Existing Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Sections 8.01 Article I and 8.02Article VIII, respectively, and such additional terms (each of the Existing foregoing contained in the Lessee Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Credit Agreement (Facility A) dated as of November 24, 1998 (as amended or modified prior to the date of the Guaranty, the "EXISTING CREDIT AGREEMENT") among Guarantor, the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust Articles VII and Saving Association) and The Chase Manhattan Bank, as Co-Arrangers, and The First National Bank of Chicago, as administrative agent. Reference is further made to the covenants contained in Article VIII of the Existing Amended Tech Data Credit Agreement (hereinafter referred to as the "INCORPORATED COVENANTS"“Incorporated Covenants”). So long as principal of and interest on any Loan (as defined in the Borrower Credit Agreement) or any other amount payable under the Borrower Credit Agreement or under any other Loan Document remains unpaid or unsatisfied or the Commitment (as defined in the Borrower Credit Agreement) has not been terminated, Guarantor shall comply The Lessee agrees with the Incorporated CovenantsLessor, it being agreed that such covenants the Administrative Agent and agreements shall survive any termination, cancellation or discharge of the Existing Credit Agreement. Guarantor agrees with Lender Financing Parties that the Incorporated Covenants (and all other relevant provisions of the Existing Amended Tech Data Credit Agreement related thereto, including without limitation all exhibitsincluding, schedules and but not limited to, the defined terms contained in Section 1.01 thereof, which are used in the Incorporated Covenants) are hereby incorporated by reference into this Guaranty Agreement to the same extent and with the same effect as if set forth fully herein and therein and shall inure to the benefit of Lenderthe Lessor, the Administrative Agent and each of the Financing Parties, without giving effect to any waiver, amendment, modification or replacement of the Existing Amended Tech Data Credit Agreement or Agreement, any term or provision of the Incorporated Covenants or and defined term used in the Incorporated Covenants occurring subsequent to the date of this GuarantyAgreement, except to the extent otherwise specifically provided for in the following paragraph provisions of this Sectionparagraph; provided, that the references to Facility Guaranty in Section 8.04 of the Amended Tech Data Credit Agreement shall be deemed to be references to the Guaranty for purposes of the Incorporated Covenants. In the event a waiver is granted under the Existing Amended Tech Data Credit Agreement or an amendment or modification is executed with respect to the Existing Amended Tech Data Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Covenants or any defined term used in the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Covenants or the defined terms used therein as incorporated by reference into this Guaranty Participation Agreement only if consented to in writing by the LenderMajority Financing Parties and the Agent. In the event of any replacement of the Existing Amended Tech Data Credit Agreement with a similar credit facility (the "NEW FACILITY") “New Facility”), the covenants and related defined terms contained in the New Facility which correspond to the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Amended Tech Data Credit Agreement and the related defined terms shall become the Incorporated Covenants hereunder only if consented to in writing by Xxxxxx the Majority Financing Parties and the Agent, and, if such consent is not granted or if the Existing Credit Agreement is terminated and not replacedgranted, then the covenants contained in Sections 8.01 Articles VII and 8.02, respectively, VIII of the Existing Amended Tech Data Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder. If the Amended Tech Data Credit Agreement (or any such New Facility, as the case may be) is terminated and not replaced, then, notwithstanding such termination, the covenants contained in Articles VII and VIII of the Amended Tech Data Credit Agreement (together with any modifications or amendments thereto, or covenants of the New Facility, in each case approved in accordance with this paragraph) shall continue to be the Incorporated Covenants hereunder.