Common use of Incorporation of Covenants Clause in Contracts

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor contained in Section 7 of the 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 Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Credit Agreement or an amendment or modification is executed with respect to the 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 Lease only if consented to in writing by the Majority Lenders. In the event of any replacement of the Capital One Credit Agreement with a similar credit facility (the "New 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 Section 7 and Section 8 of the Capital One Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 and Section 8 of the 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 Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 8 of the Capital One Lessee 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 contained in Sections 7 and 9 of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Majority Agent (acting upon the direction of the Tranche A Lenders). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties and warranties, covenants of the Guarantor contained in Section 8 and Sections 7 and Section 8 9, respectively, and such additional terms (each of the Capital One foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the Majority Lenders direction of the Tranche A Lenders) and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 8 and Sections 7 and Section 8 9, respectively, and such additional terms (each of the Capital One 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 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 May 25November 24, 1999 1998 (as amended or modified prior to the date of the Guaranty, the "Capital One Credit AgreementEXISTING CREDIT AGREEMENT") among COFCGuarantor, Capital One the financial institutions named therein, Bank of America, N.A. (formerly Bank of America National Trust and Capital One, F.S.B., as borrowers, Saving Association) and The Chase Manhattan Bank, as Administrative Agent Co-Arrangers, and the other financial institutions party theretoThe First National Bank of Chicago, as administrative agent. Further reference Reference is further made to the representations and warranties covenants contained in Article VIII of the Guarantor contained in Section 7 of the 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 Existing Credit Agreement (hereinafter referred to as the "Incorporated CovenantsINCORPORATED COVENANTS"). The ---------------------- Lessee 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 the Lessor Lender that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Existing Credit Agreement related thereto, including specifically without limitation all exhibits, schedules and the defined terms contained in Section 1 thereof 1.01 thereof, which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease Guaranty to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the LessorLender, without giving effect to any waiver, amendment, modification or replacement of the Capital One Existing Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this LeaseGuaranty, except to the extent otherwise specifically provided for in the following provisions paragraph of this paragraphSection. In the event a waiver is granted under the Capital One Existing Credit Agreement or an amendment or modification is executed with respect to the Capital One Existing 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 Lease Guaranty only if consented to in writing by the Majority LendersLender. In the event of any replacement of the Capital One Existing 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 covenants contained in Sections 8.01 and warranties and covenants 8.02, respectively, of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders Xxxxxx and, if such consent is not granted or if the Capital One Existing Credit Agreement is terminated and not replaced, then the representations covenants contained in Sections 8.01 and warranties and covenants 8.02, respectively, of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing 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. (a) Reference is made to that certain Second Amended and Restated Credit Agreement dated as of May 25October 31, 1999 2000 (the "Capital One “Existing HEALTHSOUTH Corporation Credit Agreement"”) among COFCHEALTHSOUTH Corporation, Capital One Bank and Capital OneUBS AG, F.S.B.Stamford Branch, as borrowersagent, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations covenants contained in Articles VII and warranties VIII of the Guarantor contained in Section 7 of the 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 Existing HEALTHSOUTH Corporation Credit Agreement (hereinafter referred to as the "“Incorporated Covenants"”). The ---------------------- Lessee agrees with the Lessor that that, effective as of the Incorporated Representations and Warranties and date hereof (whether or not the Basic Term has commenced), the Incorporated Covenants (and all other relevant provisions of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Existing HEALTHSOUTH Corporation Credit Agreement or an amendment or modification is executed with respect to the Capital One Existing HEALTHSOUTH Corporation Credit Agreement, and such waiver, amendment and/or 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 Lease only if consented to in writing by the Majority Lenders. In the event of any replacement of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement with a similar credit facility (the "“New Facility"”) the representations and ------------ warranties and covenants of the Guarantor contained in the New Facility which correspond to the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replacedgranted, then the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations Covenants hereunder. If the Existing HEALTHSOUTH Corporation Credit Agreement (or any such New Facility, as the case may be) is terminated and Warranties 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 Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Articles VI and VII of the Capital One Lessee 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 contained in Articles VIII, IX and X of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 Article I thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One 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 Lease only if consented to in writing by the Majority Lenders. In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties and covenants of the Guarantor (affirmative, negative and financial) contained in the New Facility which correspond to the representations and warranties and covenants contained in Articles 55 62 VI, VII, VIII, IX and X of the Guarantor contained in Section 7 and Section 8 of the Capital One Lessee Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Articles VI, VII, VIII, IX and X of the Guarantor contained in Section 7 and Section 8 of the Capital One 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 Second Amended Articles VII and Restated Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties VIII of the Guarantor contained in Section 7 of the 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 Amended Tech Data Credit Agreement (hereinafter referred to as the "“Incorporated Covenants"”). The ---------------------- Lessee agrees with the Lessor Lessor, the Administrative Agent and the Financing Parties that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Amended Tech Data Credit Agreement related thereto, including specifically without limitation including, but not limited to, the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease 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 the Lessor, the Administrative Agent and each of the Financing Parties, without giving effect to any waiver, amendment, modification or replacement of the Capital One Amended Tech Data Credit Agreement or Agreement, any term or provision of the Incorporated Representations Covenants or and Warranties or defined term used in the Incorporated Covenants occurring subsequent to the date of this LeaseParticipation Agreement, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Amended Tech Data Credit Agreement or an amendment or modification is executed with respect to the Capital One Amended Tech Data Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Representations and Warranties Covenants or any defined term used in the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Covenants or the Incorporated Covenants defined terms used therein as incorporated by reference into this Lease Participation Agreement only if consented to in writing by the Majority LendersFinancing Parties and the Agent. In the event of any replacement of the Capital One Amended Tech Data Credit Agreement with a similar credit facility (the "“New Facility") ”), the representations covenants and ------------ warranties and covenants of the Guarantor related defined terms contained in the New Facility which correspond to the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Amended Tech Data Credit Agreement and the related defined terms shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor Majority Financing Parties and the Majority Lenders Agent, and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replacedgranted, then the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Amended Tech Data Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations Covenants hereunder. If the Amended Tech Data Credit Agreement (or any such New Facility, as the case may be) is terminated and Warranties 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 Second Amended and Restated the Parent Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Article VI of the 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 Parent Credit Agreement (hereinafter referred to as the "“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"”). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Parent Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Parent Credit Agreement or an amendment or modification is executed with respect to the Capital One Parent Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Parent Credit Agreement with a similar credit facility (the "“New Facility"”) the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties warranties, covenants contained in Article VI and covenants Articles VII and VIII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Parent Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Parent Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Article VI and Articles VII and VIII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Parent Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. (a) Reference is made to that certain Second Amended and Restated Credit Agreement dated as of May 25June 19, 1999 1997 (the "Capital One Existing Wackenhut Corrections Credit Agreement") among COFCWackenhut Corrections, Capital One Bank the lenders party thereto, and Capital OneNationsBank, F.S.B.National Association, as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party theretoAgent. Further reference is made to the representations covenants contained in Article VII and warranties Article VIII of the Guarantor contained in Section 7 of the 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 Existing Wackenhut Corrections Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that that, effective as of the Incorporated Representations and Warranties and date hereof (whether or not the Basic Term has commenced with respect to any Property), the Incorporated Covenants (and all other relevant provisions of the Capital One Existing Wackenhut Corrections Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and 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 the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One Existing Wackenhut Corrections Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Existing Wackenhut Corrections Credit Agreement or an amendment or modification is executed with respect to the Capital One Existing Wackenhut Corrections Credit Agreement, and such waiver, amendment and/or 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 Lease only if consented to in writing by the Majority LendersLenders and the Agent. In the event of any replacement of the Capital One Existing Wackenhut Corrections Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties and covenants of the Guarantor contained in the New Facility which correspond to the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing Wackenhut Corrections Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor Majority Lenders and the Majority Lenders Agent, and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replacedgranted, then the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing Wackenhut Corrections Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations Covenants hereunder. If the Existing Wackenhut Corrections Credit Agreement (or any such New Facility, as the case may be) is terminated and Warranties 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 Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 6 of the Capital One Lessee 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 contained in Sections 7, 8 and 9 of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Majority LendersLease. In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties and warranties, covenants of the Guarantor contained in Section 7 6 and Section 8 Sections 7,8 and 9, respectively, and such additional terms (each of the Capital One foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders Additional Incorporated Terms and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 6 and Section Sections 7, 8 and 9, respectively, and such additional terms (each of the Capital One 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 and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties contained in Article VII of the Guarantor Lessee Credit Agreement and the covenants contained in Articles VIII and IX of the 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 7 6.2 of the Capital One Credit Participation Agreement other than (in the case of representations contained and warranties) or Section 8.3 of the Participation Agreement (in Sections 7.04the case of such covenants), 7.05, 7.06 and 7.13 (shall hereinafter be 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 Covenants")," respectively. The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Credit Agreement or an amendment or modification is executed with respect Lessee shall be deemed to the Capital One Credit Agreement, and such waiver, amendment and/or modification affects make each of the Incorporated Representations and Warranties or the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect as to the Incorporated Representations parties and Warranties the matters specified therein and agrees to cause Guarantor, and to the extent applicable, its Subsidiaries, to comply with the Incorporated Covenants as incorporated by reference into this Lease only if consented to in writing by the Majority Lenders. In the event of any replacement of the Capital One Credit Agreement with a similar credit facility (the "New 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 matters specified therein, except that the Guarantor contained in Section 7 and Section 8 of the Capital One Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 and Section 8 of the 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.term "

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated Credit Agreement dated as of May 25October 30, 1999 1995 (the "Capital One 1995 Credit Agreement") among COFCthe Lessee, Capital One Bank of America National Trust and Capital One, F.S.B.Savings Association, as borrowersAgent, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor covenants contained in Section 7 10 of the 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 1995 Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessorherein, without giving effect to any waiver, amendment, modification or replacement of the Capital One 1995 Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One 1995 Credit Agreement or an amendment or modification is executed with respect to the Capital One 1995 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 Lease only if consented to in writing by the Lessor and the Majority Lenders. In the event of any replacement of the Capital One 1995 Credit Agreement with a similar credit facility (the "New 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 Section 7 and Section 8 10 of the Capital One 1995 Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One 1995 Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 and Section 8 10 of the Capital One 1995 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 Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor contained in Section 7 6.1 of the Capital One Lessee 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 contained in Articles VIII, IX and X of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee Each Credit Party agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties and warranties, covenants of the Guarantor contained in Section 7 6.1 and Section 8 Articles VIII, IX and X, respectively, and such additional terms (each of the Capital One foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 6.1 and Section 8 Articles VIII, IX and X, respectively, and such additional terms (each of the Capital One 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 and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.. ARTICLE XLI

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Article IX of the Capital One Lessee 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 Warranties")and the covenants of the Guarantor ------------------------------------------- contained in Section 8 of Article VIII the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the ------------------------ Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 ----- Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") ), the representations and warranties, covenants and additional ------------ warranties and covenants of the Guarantor terms contained in the New Facility which correspond to the representations and warranties warranties, covenants contained in Article I and covenants Article VIII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Article I and Article VIII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One 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 Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 6 of the Capital One Lessee 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 Sections 7 and 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties and warranties, covenants of the Guarantor contained in Section 6 and Sections 7 and Section 8 8, respectively, and such additional terms (each of the Capital One foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 6 and Sections 7 and Section 8 8, respectively, and such additional terms (each of the Capital One 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 and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made Until the expiration of this Agreement, and thereafter until payment in full of all indebtedness and other liabilities of the Borrower to that certain Second Amended the Lenders pursuant hereto and Restated Credit Agreement dated the performance of all other obligations of the Borrower pursuant hereto, the Borrower shall observe and perform, as incorporated herein, the covenants and agreements set forth in Article VI of May 25, 1999 (the "Capital One Revolving Credit Agreement") among COFC. All such provisions of said Article VI, Capital One Bank including definitions of defined terms used therein and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor contained in Section 7 of the Capital One Credit Agreement other than the representations contained in Sections 7.04, 7.05, 7.06 and 7.13 (hereinafter exhibits 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 Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Credit Agreement related theretotherein, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into and made a part of this Lease 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 the LessorRevolving 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 Capital One Revolving Credit Agreement or and definitions from the Revolving Credit Agreement incorporated herein at any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to time after the date of this Leasehereof shall be deemed a supplement, except to amendment, modification, waiver or consent, as the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Credit Agreement or an amendment or modification is executed case may be, with respect to the 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 provisions as incorporated by reference into this Lease herein, but only if consented to in writing by the Majority Lenders. In the event of any replacement of the Capital One Credit Agreement with a similar credit facility (the "New 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 Section 7 and Section 8 of the Capital One Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders andor Required Lenders hereunder, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 and Section 8 of the Capital One 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 Representations and Warranties and the Incorporated Covenants hereunderBorrower under this Agreement.

Incorporation of Covenants. (a) Reference is made to that certain Second Amended and Restated Credit Agreement dated as of May 25December 18, 1999 1997 (the "Capital One Existing Wackenhut Corrections Credit Agreement") among COFCWackenhut Corrections, Capital One Bank the lenders party thereto, and Capital OneNationsBank, F.S.B.National Association, as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party theretoagent. Further reference is made to the representations covenants contained in Article VIII and warranties Article IX of the Guarantor contained in Section 7 of the 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 Existing Wackenhut Corrections Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that that, effective as of the Incorporated Representations and Warranties and date hereof (whether or not the Basic Term has commenced with respect to any Property), the Incorporated Covenants (and all other relevant provisions of the Capital One Existing Wackenhut Corrections Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and 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 the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One Existing Wackenhut Corrections Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Existing Wackenhut Corrections Credit Agreement or an amendment or modification is executed with respect to the Capital One Existing Wackenhut Corrections Credit Agreement, and such waiver, amendment and/or 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 Lease only if consented to in writing by the Majority LendersLenders and the Agent. In the event of any replacement of the Capital One Existing Wackenhut Corrections Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties and covenants of the Guarantor contained in the New Facility which correspond to the representations covenants contained in Articles VIII and warranties and covenants IX of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing Wackenhut Corrections Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor Majority Lenders and the Majority Lenders Agent, and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replacedgranted, then the representations covenants contained in Articles VIII and warranties and covenants IX of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing Wackenhut Corrections Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations Covenants hereunder. If the Existing Wackenhut Corrections Credit Agreement (or any such New Facility, as the case may be) is terminated and Warranties not replaced, then the covenants contained in Articles VIII and IX 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 Second Amended and Restated Credit Agreement dated as of May 25June 30, 1999 1994 (the "Capital One 1994 Credit Agreement") among COFCthe Lessee, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Continental Bank, as Administrative Agent Agent, and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor covenants contained in Section 7 10 of the 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 1994 Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessorherein, without giving effect to any waiver, amendment, modification or replacement of the Capital One 1994 Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One 1994 Credit Agreement or an amendment or modification is executed with respect to the Capital One 1994 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 Lease only if consented to in writing by the Lessor and the Majority Lenders. In the event of any replacement of the Capital One 1994 Credit Agreement with a similar credit facility (the "New 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 Section 7 and Section 8 10 of the Capital One 1994 Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One 1994 Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 and Section 8 10 of the Capital One 1994 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 Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Article III of the Capital One Lessee 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 contained in Articles V and VI of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 1.01 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties warranties, covenants contained in Article III and covenants Articles V and VI, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Article III and Articles V and VI, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One 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 Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 3 of the Capital One Lessee 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 contained in Sections 5 and 6 of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the LessorLessor 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 Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties and warranties, covenants of the Guarantor contained in Section 7 3 and Section 8 Sections 5 and 6, respectively, and such additional terms (each of the Capital One foregoing contained in the Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 3 and Section 8 Sections 5 and 6, respectively, and such additional terms (each of the Capital One 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 and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated the Parent Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Article VI of the Capital One Parent 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 contained in Articles VII and VIII of the Guarantor contained in Section 8 of the Capital One Parent Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Parent Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Parent Credit Agreement or an amendment or modification is executed with respect to the Capital One Parent Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Parent Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties warranties, covenants contained in Article VI and covenants Articles VII and VIII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Parent Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Parent Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Article VI and Articles VII and VIII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Parent Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended the Master Guaranty of Payment and Restated Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Article 2 of the Capital One Credit Agreement other than the representations contained in Sections 7.04, 7.05, 7.06 and 7.13 Master Guaranty of Payment (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 Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Credit Agreement Master Guaranty of Payment related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and Warranties, referred to as the "Additional Incorporated CovenantsTerms") are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One Credit Agreement Master Guaranty of Payment or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Credit Agreement Master Guaranty of Payment or an amendment or modification is executed with respect to the Capital One Credit AgreementMaster Guaranty of Payment, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and the Additional Incorporated Covenants Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Credit Agreement Master Guaranty of Payment with a similar credit facility arrangement (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties contained in Article 2 and covenants such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 the Master Guaranty of the Capital One Credit Agreement Payment) shall become the Incorporated Representations and Warranties and the Additional Incorporated Covenants hereunder Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Credit Agreement Master Guaranty of Payment is terminated and not replaced, then the representations and warranties and covenants contained in Article 2 and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 the Master Guaranty of the Capital One Credit Agreement Payment (together with any modifications or amendments approved in accordance with this paragraph)) shall continue to be the Incorporated Representations and Warranties and the Additional Incorporated Covenants Terms hereunder.

Incorporation of Covenants. (a) Reference is made to that certain Second Amended and Restated Credit Agreement dated as of May 25June 23, 1999 1998 (the "Capital One Existing HEALTHSOUTH Corporation Credit Agreement") among COFCthe Lessee, Capital One Bank and Capital OneNationsBank, F.S.B.N.A., as borrowersagent, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations covenants contained in Articles VII and warranties VIII of the Guarantor contained in Section 7 of the 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 Existing HEALTHSOUTH Corporation Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that that, effective as of the Incorporated Representations and Warranties and date hereof (whether or not the Basic Term has commenced), the Incorporated Covenants (and all other relevant provisions of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement or any term or provision of the Incorporated Representations and Warranties or the Incorporated Covenants occurring subsequent to the date of this Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Existing HEALTHSOUTH Corporation Credit Agreement or an amendment or modification is executed with respect to the Capital One Existing HEALTHSOUTH Corporation Credit Agreement, and such waiver, amendment and/or 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 Lease only if consented to in writing by the Majority Lenders. In the event of any replacement of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties and covenants of the Guarantor contained in the New Facility which correspond to the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replacedgranted, then the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Existing HEALTHSOUTH Corporation Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations Covenants hereunder. If the Existing HEALTHSOUTH Corporation Credit Agreement (or any such New Facility, as the case may be) is terminated and Warranties 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 Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Credit Parties contained in Section 7 Article III of the Capital One Lessee 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 contained in Articles V and VI of the Guarantor contained in Section 8 Lessee Credit Agreement, exclusive of the Capital One covenants set forth in Sections 5.4(a) and 6.4 of the Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties warranties, covenants contained in Article III and covenants Articles V and VI, exclusive of the Guarantor covenants set forth in Sections 5.4(a) and 6.4 of the Lessee Credit Agreement, respectively, and such additional terms (each of the foregoing contained in Section 7 and Section 8 of the Capital One Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One 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 Guarantor covenants set forth in Sections 5.4(a) and 6.4 of the Lessee Credit Agreement, respectively, and such additional terms (each of the foregoing contained in Section 7 and Section 8 of the Capital One 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 Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Article III of the Capital One Lessee 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 contained in Articles V, VI, and VII of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of Lessor and the LessorAgent, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Agent (acting upon the direction of the Majority LendersSecured Parties). In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties warranties, covenants contained in Article III and covenants Articles V, VI and VII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder and the Additional Incorporated Terms only if consented to in writing by the Lessor and Agent (acting upon the direction of the Majority Lenders Secured Parties) and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Article III and Articles V, VI and VII, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One 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 Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended Articles VII and Restated Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties VIII of the Guarantor contained in Section 7 of the 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 Amended Tech Data Credit Agreement (hereinafter referred to as the "“Incorporated Covenants"”). The ---------------------- Lessee agrees with the Lessor Lessor, the Administrative Agent and the Financing Parties that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Amended Tech Data Credit Agreement related thereto, including specifically without limitation including, but not limited to, the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease 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 the Lessor, the Administrative Agent and each of the Financing Parties, without giving effect to any waiver, amendment, modification or replacement of the Capital One Amended Tech Data Credit Agreement or Agreement, any term or provision of the Incorporated Representations Covenants or and Warranties or defined term used in the Incorporated Covenants occurring subsequent to the date of this LeaseAgreement, except to the extent otherwise specifically provided in the following provisions of this paragraph; 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 Capital One Amended Tech Data Credit Agreement or an amendment or modification is executed with respect to the Capital One Amended Tech Data Credit Agreement, and such waiver, amendment and/or or modification affects the Incorporated Representations and Warranties Covenants or any defined term used in the Incorporated Covenants, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Covenants or the Incorporated Covenants defined terms used therein as incorporated by reference into this Lease Participation Agreement only if consented to in writing by the Majority LendersFinancing Parties and the Agent. In the event of any replacement of the Capital One Amended Tech Data Credit Agreement with a similar credit facility (the "“New Facility") ”), the representations covenants and ------------ warranties and covenants of the Guarantor related defined terms contained in the New Facility which correspond to the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Amended Tech Data Credit Agreement and the related defined terms shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by the Lessor Majority Financing Parties and the Majority Lenders Agent, and, if such consent is not granted or if the Capital One Credit Agreement is terminated and not replacedgranted, then the representations covenants contained in Articles VII and warranties and covenants VIII of the Guarantor contained in Section 7 and Section 8 of the Capital One Amended Tech Data Credit Agreement (together with any modifications or amendments approved in accordance with this paragraph) shall continue to be the Incorporated Representations Covenants hereunder. If the Amended Tech Data Credit Agreement (or any such New Facility, as the case may be) is terminated and Warranties 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 Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 Article VI of the Capital One Lessee 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 contained in Articles VII, VIII, IX and X of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 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 Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One Lessee Credit Agreement, and such waiver, amendment and/or modification affects the Incorporated Representations and Warranties Warranties, the Incorporated Covenants or the Additional Incorporated CovenantsTerms, then such waiver, amendment or modification shall be effective with respect to the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants and the Additional Incorporated Terms as incorporated by reference into this Lease only if consented to in writing by the Majority LendersLease. In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New Facility") the representations and ------------ warranties warranties, covenants and covenants of the Guarantor additional terms contained in the New Facility which correspond to the representations and warranties warranties, covenants contained in Article VI and covenants Articles VII, VIII, IX and X, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One Lessee Credit Agreement Agreement) shall become the Incorporated Representations and Warranties and Warranties, the Incorporated Covenants hereunder only if consented to in writing by the Lessor and the Majority Lenders Additional Incorporated Terms and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants contained in Article VI and Articles VII, VIII, IX and X, respectively, and such additional terms (each of the Guarantor foregoing contained in Section 7 and Section 8 of the Capital One 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 Warranties, the Incorporated Covenants and the Additional Incorporated Terms hereunder.

Incorporation of Covenants. Reference is made to that certain Second Amended and Restated the Lessee Credit Agreement dated as of May 25, 1999 (the "Capital One Credit Agreement") among COFC, Capital One Bank and Capital One, F.S.B., as borrowers, The Chase Manhattan Bank, as Administrative Agent and the other financial institutions party thereto. Further reference is made to the representations and warranties of the Guarantor Lessee contained in Section 7 3 of the Capital One Lessee 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 contained in Sections 4 and 5 of the Guarantor contained in Section 8 of the Capital One Lessee Credit Agreement (hereinafter referred to as the "Incorporated Covenants"). The ---------------------- Lessee agrees with the Lessor that the Incorporated Representations and Warranties and the Incorporated Covenants (and all other relevant provisions of the Capital One Lessee Credit Agreement related thereto, including specifically without limitation the defined terms contained in Section 1 thereof which are used in the Incorporated Representations and Warranties and the Incorporated Covenants) are hereby incorporated by reference into this Lease to the same extent and with the same effect as if set forth fully herein and shall inure to the benefit of the Lessor, without giving effect to any waiver, amendment, modification or replacement of the Capital One 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 Lease, except to the extent otherwise specifically provided in the following provisions of this paragraph. In the event a waiver is granted under the Capital One Lessee Credit Agreement or an amendment or modification is executed with respect to the Capital One 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 Lease only if consented to in writing by the Lessor, the Agent and the Majority LendersHolders. In the event of any replacement of the Capital One Lessee Credit Agreement with a similar credit facility (the "New 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 Section 7 3 and Section 8 Sections 4 and 5, respectively, of the Capital One Lessee Credit Agreement shall become the Incorporated Representations and Warranties and the Incorporated Covenants hereunder only if consented to in writing by Lessor, the Lessor Agent and the Majority Lenders Holders and, if such consent is not granted or if the Capital One Lessee Credit Agreement is terminated and not replaced, then the representations and warranties and covenants of the Guarantor contained in Section 7 3 and Section 8 Sections 4 and 5, respectively, of the Capital One 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.