Common use of Limitation of Liability of the Owner Trustee Clause in Contracts

Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties that with respect to the Grantor Trust Seller (a) this Agreement is executed and delivered by Wilmington Trust, not individually or personally, but solely as the Owner Trustee of the Grantor Trust Seller, in the exercise of the powers and authority conferred and vested in it, pursuant to this Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Grantor Trust Seller is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, but is made and intended for the purpose of binding only the Grantor Trust Seller, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, as the Owner Trustee of the Grantor Trust Seller, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) Wilmington Trust has made no investigation as to the accuracy or completeness of any representations or warranties made by the Grantor Trust Seller or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Grantor Trust Seller, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor Trust Seller under this Agreement or under the Grantor Trust Certificate or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Grantor Trust Seller.

Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties that with respect to the Grantor Trust Seller (a) this Agreement document is executed and delivered by Wilmington Trust, not individually or personally, but solely as the Owner Trustee of the Grantor Trust Seller, in the exercise of the powers and authority conferred and vested in it, pursuant to this Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Grantor Trust Seller is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, but is made and intended for the purpose of binding only the Grantor Trust Seller, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust, individually or personally, as the Owner Trustee of the Grantor Trust Seller, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) Wilmington Trust has made no investigation as to the accuracy or completeness of any representations or warranties made by the Grantor Trust Seller or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust be personally liable for the payment of any indebtedness or expenses of the Grantor Trust Seller, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor Trust Seller under this Agreement or under the Grantor Trust Certificate or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant thereto, as to all of which recourse shall be had solely to the assets of the Grantor Trust Seller.

Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that with respect to the Grantor Trust Seller (a) this Agreement is executed and delivered by Wilmington TrustTrust Company, not individually or personally, personally but solely as the Owner Trustee owner trustee of the Grantor Trust SellerPurchaser, in the exercise of the powers and authority conferred and vested in it, pursuant to this Agreement, (b) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Grantor Trust Seller Purchaser is made and intended not as personal representations, warranties, covenants undertakings and agreements by Wilmington Trust, Trust Company but is made and intended for the purpose of binding only the Grantor Trust SellerPurchaser, (c) nothing herein contained shall be construed as creating any liability on Wilmington TrustTrust Company, individually or personally, as the Owner Trustee of the Grantor Trust Seller, to perform any covenant covenant, either expressed or implied implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, hereto and (d) Wilmington Trust has made no investigation as to the accuracy or completeness of any representations or warranties made by the Grantor Trust Seller or any other Person in this Agreement and (e) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Grantor Trust Seller, Purchaser or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor Trust Seller Purchaser under this Agreement or any other related documents. The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. ALLIED CAPITAL CORPORATION By: /s/ KELLX X. XXXXXXXX --------------------------------------- Name: Kellx X. Xxxxxxxx Title: Treasurer and Executive Vice President Accepted as of the date hereof: INTREPID FUNDING MASTER TRUST By: Wilmington Trust Company, not in its Individual capacity, but solely as Owner Trustee By: /s/ MARY XXX XXXXXXX ------------------------------------------ Name: Mary Xxx Xxxxxxx Title: Financial Services Officer SCHEDULE I PRINCIPAL AMOUNT OF NOTES PURCHASER TO BE PURCHASED --------- --------------- Intrepid Funding Master Trust c/o Wilmington Trust Company, as Owner--Trustee Rodnxx Xxxare North 1100 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-000 ................................$75,000,000 [FORM OF NOTE] ALLIED CAPITAL CORPORATION Auction Rate Reset Senior Note Series A No. 001 $75,000,000 August 31, 2000 ALLIED CAPITAL CORPORATION, a Maryland corporation (the "COMPANY"), for value received, hereby promises to pay to or registered assigns on the 2nd day of December, 2002 the principal amount of seventy five million dollars ($75,000,000) and to pay interest on the principal amount of this Note at such rates and at such times as are specified in Note Agreement (as defined below). Both the principal hereof and interest hereon are payable at the principal office of the Company in Washington, D.C. in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. This Note is one of the Auction Rate Reset Senior Notes Series A (the "NOTES") of the Company in the aggregate principal amount of $75,000,000 issued under and pursuant to the terms and provisions of the Note Agreement dated as of August 31, 2000 (the "NOTE AGREEMENT"), entered into by the Company with the Purchaser named therein and this Note and the holder hereof are entitled with the holders of all other Notes outstanding under the Grantor Trust Certificate Note Agreement to all the benefits provided for thereby or any referred to therein to the extent provided in the Note Agreement. Reference is hereby made to the Note Agreement for a statement of such rights and benefits. This Note and the other Notes outstanding under the Note Agreement may be declared due prior to their expressed maturity dates in the events, on the terms and in the manner and amounts as provided in the Note Agreement. The Notes are not subject to prepayment or redemption at the option of the other Transaction Documents or Company prior to their expressed maturity dates except on the terms and conditions and in any the amounts and with the premium, if any, set forth in the Note Agreement. This Note is registered on the books of the certificatesCompany and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Note or its attorney duly authorized in writing. Payment of or on account of principal, notices or agreements delivered pursuant theretopremium, as to all of which recourse if any, and interest on this Note shall be had solely made only to or upon the assets order in writing of the Grantor Trust Seller.registered holder. EXHIBIT A-1 (to Note Agreement)

Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that with respect to the Grantor Trust Seller (ai) this Agreement Amendment is executed and delivered on behalf of the Issuer by Wilmington TrustDeutsche Bank Trust Company Delaware, not individually or personally, personally but solely as the Owner Trustee (the “Owner Trustee”) of the Grantor Trust SellerIssuer, in the exercise of the powers and authority conferred and vested in it, pursuant to this Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Grantor Trust Seller Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, the Owner Trustee but is made and intended for the purpose of binding only, and is binding only on, the Grantor Trust SellerIssuer, (ciii) nothing herein contained shall will be construed as creating any liability on Wilmington TrustDeutsche Bank Trust Company Delaware, individually or personally, personally or as the Owner Trustee of the Grantor Trust SellerTrustee, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Amendment and by any person Person claiming by, through or under the parties heretothem, (div) Wilmington Deutsche Bank Trust Company Delaware has made no investigation and will make no investigation as to the accuracy or completeness of any representations or and warranties made by the Grantor Trust Seller Issuer in this Amendment, the Agreement or any other Person in this Agreement related document and (ev) under no circumstances shall Wilmington will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Grantor Trust Seller, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor Trust Seller Issuer under this Amendment, the Agreement or under the Grantor Trust Certificate or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretorelated documents, as to all of which recourse shall be had solely to the assets of the Grantor Trust SellerIssuer.

Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that with respect to the Grantor Trust Seller (ai) this Agreement Amendment is executed and delivered on behalf of the Issuer by Wilmington TrustDeutsche Bank Trust Company Delaware, not individually or personally, personally but solely as the Owner Trustee (the “Owner Trustee”) of the Grantor Trust SellerIssuer, in the exercise of the powers and authority conferred and vested in it, pursuant to this Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Grantor Trust Seller Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, the Owner Trustee but is made and intended for the purpose of binding only, and is binding only on, the Grantor Trust SellerIssuer, (ciii) nothing herein contained shall will be construed as creating any liability on Wilmington TrustDeutsche Bank Trust Company Delaware, individually or personally, personally or as the Owner Trustee of the Grantor Trust SellerTrustee, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Amendment and by any person Person claiming by, through or under the parties heretothem, (div) Wilmington Deutsche Bank Trust Company Delaware has made no investigation and will make no investigation as to the accuracy or completeness of any representations or and warranties made by the Grantor Trust Seller Issuer in this Amendment, the Indenture or any other Person in this Agreement related document and (ev) under no circumstances shall Wilmington will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Grantor Trust Seller, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor Trust Seller Issuer under this Agreement or under Amendment, the Grantor Trust Certificate Indenture or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretorelated documents, as to all of which recourse shall be had solely to the assets of the Grantor Trust SellerIssuer.

Limitation of Liability of the Owner Trustee. It is expressly understood and agreed by the parties hereto that with respect to the Grantor Trust Seller (ai) this Agreement Amendment is executed and delivered on behalf of the Issuer by Wilmington TrustDeutsche Bank Trust Company Delaware, not individually or personally, personally but solely as the Owner Trustee (the “Owner Trustee”) of the Grantor Trust SellerIssuer, in the exercise of the powers and authority conferred and vested in it, pursuant to this Agreement, (bii) each of the representations, warranties, covenants, undertakings and agreements herein made on the part of the Grantor Trust Seller Issuer is made and intended not as a personal representationsrepresentation, warranties, covenants undertakings and agreements undertaking or agreement by Wilmington Trust, the Owner Trustee but is made and intended for the purpose of binding only, and is binding only on, the Grantor Trust SellerIssuer, (ciii) nothing herein contained shall will be construed as creating any liability on Wilmington TrustDeutsche Bank Trust Company Delaware, individually or personally, personally or as the Owner Trustee of the Grantor Trust SellerTrustee, to perform any covenant of the Issuer either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto to this Amendment and by any person Person claiming by, through or under the parties heretothem, (div) Wilmington Deutsche Bank Trust Company Delaware has made no investigation and will make no investigation as to the accuracy or completeness of any representations or and warranties made by the Grantor Trust Seller Issuer in this Amendment, the Supplement or any other Person in this Agreement related document and (ev) under no circumstances shall Wilmington will Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness indebtedness, indemnities or expenses of the Grantor Trust Seller, Issuer or be liable for the performance, breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Grantor Trust Seller Issuer under this Agreement or under Amendment, the Grantor Trust Certificate Supplement or any of the other Transaction Documents or in any of the certificates, notices or agreements delivered pursuant theretorelated documents, as to all of which recourse shall be had solely to the assets of the Grantor Trust SellerIssuer.