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CONTROL INVESTOR GUARANTY
THIS GUARANTY dated as of March 28, 2001 executed and delivered by
Allied Capital Corporation, a Maryland corporation (the "Guarantor"), in favor
of (a) Fleet National Bank, a national banking corporation, in its capacity as
Administrative Agent (the "Administrative Agent") for the Lenders under that
certain Credit Agreement dated as of March 28, 2001 (as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with its terms, the "Credit Agreement"), by and among Business Loan Express,
Inc., a Delaware corporation (the "Borrower"), Fleet National Bank, as
Administrative Agent, Fleet Securities, Inc., as Sole Lead Arranger and Sole
Book Manager, and the Lenders from time to time party thereto and (b) such
Lenders.
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make available to the Borrower certain financial accommodations on the terms and
conditions set forth in the Credit Agreement;
WHEREAS, the Guarantor owns 94.9% of the issued and outstanding voting
capital stock of the Borrower; and
WHEREAS, the Guarantor's execution and delivery of this Guaranty is a
condition to the Lenders making, and continuing to make, such financial
accommodations to the Borrower.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Guarantor, the Guarantor
agrees as follows:
Section 1. Guaranty.
(a) Subject to Section 1(b) hereof, Guarantor hereby absolutely,
irrevocably and unconditionally guarantees the due and punctual payment and
performance when due, whether at stated maturity, by acceleration or otherwise,
of the following (collectively referred to as the "Guaranteed Obligations"): (1)
all present and future indebtedness and obligations owing by the Borrower to any
Lender or the Administrative Agent under or in connection with the Credit
Agreement and any other Loan Document, including without limitation, the
repayment of all principal of the Loans, and the payment of all interest, Fees,
charges, attorneys' fees and other amounts payable to any Lender or the
Administrative Agent thereunder or in connection therewith; (2) any and all
extensions, renewals, modifications, amendments or substitutions of the
foregoing; (3) all expenses, including, without limitation, attorneys' fees and
disbursements, that are incurred by the Lenders and the Administrative Agent in
the enforcement of any of the foregoing, and (4) all other Obligations,
provided, however, that the Guaranteed Obligations shall not include any
obligation of the Borrower or any of its Subsidiaries under any Interest Rate
Agreement.
(b) Notwithstanding anything contained in this Guaranty or any
other Loan Document to the contrary, the total liability of the Guarantor
hereunder in respect of the Guaranteed Obligations shall not exceed an amount
equal to fifty percent (50%) of the total amount of the Guaranteed Obligations
owed by Borrower to Administrative Agent and the Lenders (the "Maximum Amount")
calculated at the time demand for payment from the Guarantor is first made
hereunder, or a right of set off under Section 11 hereof is first exercised
(whichever first occurs), by Administrative Agent or any Lender (the "Demand
Date"), and subject to increase resulting from the application of Section 9
hereof.
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(c) All expenses, including, without limitation, attorneys' fees
and disbursements that are incurred by the Lenders and the Administrative Agent
in the enforcement of the obligations of the Guarantor hereunder, shall be fully
recoverable from the Guarantor.
(d) All expenses, including, without limitation, attorneys' fees
and disbursements, that are incurred by the Lenders and the Administrative Agent
in connection with the Credit Agreement and any other Loan Document following
the Demand Date (collectively, "Post Demand Date Expenses") shall be recoverable
from the Guarantor; provided, however, the total liability of the Guarantor
hereunder in respect of the Post Demand Date Expenses shall not exceed an amount
equal to fifty percent (50%) of the total amount of Post Demand Date Expenses.
(e) Any amounts due from the Guarantor to Administrative Agent or
Lenders shall bear interest (i) in the case of amounts payable pursuant to
Section 1(a) hereof, from the Demand Date, and (ii) in the case of amounts
payable pursuant to Section 1(c) or (d) hereof, from the date that is 30 days
after Administrative Agent's demand therefor, and in the case of all of the
foregoing amounts, until such amounts are paid in full at the highest rate then
applicable to the Guaranteed Obligations.
Section 2. Guaranty of Payment and Not of Collection. This
Guaranty is a guaranty of payment, and not merely of collection. Accordingly,
the Lenders and the Administrative Agent shall not be obligated or required
before enforcing this Guaranty against Guarantor: (a) to pursue any right or
remedy the Lenders or the Administrative Agent may have against the Borrower or
any other Person or commence any suit or other proceeding against the Borrower
or any other Person in any court or other tribunal; (b) to make any claim in a
liquidation or bankruptcy of the Borrower or any other Person; or (c) to make
demand of the Borrower or any other Person or to enforce or seek to enforce or
realize upon any collateral security held by the Lenders or the Administrative
Agent which may secure any of the Guaranteed Obligations.
Section 3. Guaranty Absolute. Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
documents evidencing the same, regardless of any Applicable Law now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Administrative Agent or the Lenders with respect thereto. The liability of
Guarantor under this Guaranty shall be absolute, irrevocable and unconditional
in accordance with its terms and shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including
without limitation, the following (whether or not the Guarantor consents thereto
or has notice thereof):
(a) Subject to the provisions of Section 4 of this Guaranty, (i)
any change in the amount, interest rate or due date or other term of any of the
Guaranteed Obligations, (ii) any change in the time, place or manner of payment
of all or any portion of the Guaranteed Obligations, (iii) any amendment or
waiver of, or consent to the departure from or other indulgence with respect to,
the Credit Agreement, any other Loan Document, or any other document or
instrument evidencing or relating to any Guaranteed Obligations, or (iv) any
waiver, renewal, extension, addition, or supplement to, or deletion from, or any
other action or inaction under or in respect of, the Credit Agreement, any of
the other Loan Documents, or any
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other documents, instruments or agreements relating to the Guaranteed
Obligations or any other instrument or agreement referred to therein or
evidencing any Guaranteed Obligations or any assignment or transfer of any of
the foregoing;
(b) any lack of validity or enforceability of the Credit
Agreement, any of the other Loan Documents, or any other document, instrument or
agreement referred to therein or evidencing any Guaranteed Obligations or any
assignment or transfer of any of the foregoing;
(c) any furnishing to the Administrative Agent or the Lenders of
any additional security for the Guaranteed Obligations, or any sale, exchange,
release or surrender of, or realization on, any security for the Guaranteed
Obligations;
(d) any settlement or compromise of any of the Guaranteed
Obligations, any security therefor, or any liability of any other party with
respect to the Guaranteed Obligations, or any subordination of the payment of
the Guaranteed Obligations to the payment of any other liability of the Borrower
or any other obligor with respect to the Guaranteed Obligations;
(e) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to the
Guarantor, the Borrower or any other Person, or any action taken with respect to
this Guaranty by any trustee or receiver, or by any court, in any such
proceeding;
(f) any act or failure to act by the Borrower or any other Person
which may adversely affect the Guarantor's subrogation rights, if any, against
the Borrower to recover payments made under this Guaranty;
(g) any nonperfection of any security interest or other Lien on
any collateral securing in any way any of the Guaranteed Obligations;
(h) any application of sums paid by the Borrower or any other
Person with respect to the liabilities of the Borrower to the Administrative
Agent or the Lenders, regardless of what liabilities of the Borrower remain
unpaid;
(i) any defect, limitation or insufficiency in the borrowing
powers of the Borrower or in the exercise thereof; or
(j) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, the Guarantor hereunder, including,
without limitation, the failure by Administrative Agent or any Lender to provide
copies of any notice delivered to Borrower or any Subsidiary in accordance with
the terms of any of the Loan Documents.
Section 4. Action with Respect to Guaranteed Obligations.
(a) Subject to the provisions of Section 4(b) hereof, the Lenders
and the Administrative Agent may, at any time and from time to time, without the
consent of, or notice to, the Guarantor, and without discharging the Guarantor
from its obligations hereunder, take any and all actions described in Section 3
hereof and may otherwise: (i) amend, modify, alter or supplement the Credit
Agreement or any other Loan Document; (ii) sell, exchange, release or otherwise
deal with all, or any part, of any collateral; (iii) release any Person liable
in any
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manner for the payment or collection of the Guaranteed Obligations; (iv)
exercise, or refrain from exercising, any rights against the Borrower or any
other Person; and (v) apply any sum, by whomsoever paid or however realized, to
the Guaranteed Obligations in such order as the Lenders shall elect.
(b) Notwithstanding the foregoing, the Administrative Agent and
the Lenders shall not agree to any of the following without the prior written
consent of the Guarantor: (i) any increase in the principal amount of the loans
under the Credit Agreement to an amount in excess of $130,000,000, (ii) any
increase in the interest rate applicable to the loans under the Credit Agreement
prior to an Event of Default to a rate per annum that is more than 1% in excess
of the rate that would apply under the terms of the Credit Agreement as in
effect on the date hereof, (iii) any amendment or modification that would have
the effect of increasing the Post-Default Rate, (iv) any amendment or
modification that would have the effect of establishing a Termination Date that
is earlier than March 31, 2003 or later than March 31, 2005 (otherwise than
pursuant to a termination of the Commitments pursuant to Section 2.10 or 10.2 of
the Credit Agreement) or (v) any amendment or modification that would have the
effect of increasing any ratio or percentage provided for in Section 7.12 of the
Credit Agreement or in the definition of Required Asset Quality Level by more
than 10 percent of such ratio or percentage.
Section 5. Representations and Warranties. Guarantor hereby
makes to the Administrative Agent and the Lenders the following representations
and warranties:
(a) Organization; Power; Qualification. Guarantor is a
corporation, duly organized or formed, validly existing and in good standing
under the jurisdiction of its incorporation or formation, has the power and
authority to own or lease its respective properties and to carry on its
respective business as now being and hereafter proposed to be conducted, and is
duly qualified and is in good standing as a foreign corporation, partnership, or
other legal entity, and authorized to do business, in each jurisdiction in which
the character of its properties or the nature of its business requires such
qualification or authorization and where the failure to be so qualified or
authorized would have, in each instance, a Material Adverse Effect.
(b) Authorization. Guarantor has the right and power, and has
taken all necessary action to authorize it, to guaranty the Guaranteed
Obligations hereunder. Guarantor has the right and power, and has taken all
necessary action to authorize it, to execute, deliver and perform this Guaranty
and any other Loan Document to which it is a party in accordance with their
respective terms and to consummate the transactions contemplated hereby and
thereby. This Guaranty has been duly executed and delivered by the duly
authorized officers of the Guarantor, and each is a legal, valid and binding
obligation of the Guarantor, enforceable against it in accordance with its
respective terms.
(c) Compliance with Laws. The execution, delivery and performance
of this Guaranty in accordance with its terms do not and will not, by the
passage of time, the giving of notice, or otherwise: (i) require any
Governmental Approval, other than such as have been obtained and are in full
force and effect, or violate any Applicable Law (including all Environmental
Laws) relating to the Guarantor; (ii) conflict with, result in a breach of, or
constitute a default under the articles of incorporation or bylaws of Guarantor
or any indenture, agreement or other instrument to which the Guarantor is a
party or by which it or any of its properties may be bound; or (iii) result in
or require the creation or imposition of any Lien, other
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than Liens in favor of the Administrative Agent and the Lenders, upon or with
respect to any property now owned or acquired by the Guarantor.
(d) Governmental Approvals. Guarantor is in compliance with each
Governmental Approval applicable to it and in compliance with all other
Applicable Law relating to it, except for non-compliances which, and
Governmental Approvals the failure to possess which, would not, individually or
in the aggregate, have a Material Adverse Effect.
(e) Defaults. No "Event of Default" or "Default" (as each such
term is defined under the Control Investor Credit Agreement) has occurred and is
continuing or would exist after giving effect to any of the Loan Documents.
Section 6. Information.
(a) Year-End Statements. As soon as available and in any event
within 90 days after the end of each fiscal year of Guarantor, the Guarantor
shall deliver to the Administrative Agent (with sufficient copies for
distribution by the Administrative Agent to each Lender) the financial
statements of the Guarantor as at the end of such fiscal year which shall be (a)
certified by the chief financial officer of Guarantor, in his or her opinion, to
present fairly, in accordance with GAAP, the financial position of Guarantor as
at the date thereof and the result of operations for such period and (b)
examined and reported on by independent certified public accountants meeting the
requirements of Section 8.3(a) of the Control Investor Credit Agreement, whose
opinion shall be unqualified and in scope and substance satisfactory to
Administrative Agent and who shall have authorized Guarantor to deliver such
financial statements and opinion thereon to Administrative Agent and the
Lenders.
(b) Quarterly Financial Statements. As soon as available and in
any event within 45 days after the close of each of the first, second, and third
fiscal quarters of Guarantor, the Guarantor shall deliver to the Administrative
Agent (with sufficient copies for distribution by the Administrative Agent to
each Lender) the financial statements of the Guarantor as at the end of such
period all of which shall be certified by the chief financial officer of
Guarantor, in his or her opinion, to present fairly, in accordance with GAAP,
the financial position of Guarantor as at the date thereof and the results of
operations for such period (subject to normal year-end audit adjustments).
(c) Additional Information. Guarantor shall contemporaneously
deliver to Administrative Agent (with sufficient copies for distribution by the
Administrative Agent to each Lender) copies of all documents required to be
delivered by the Guarantor to the lenders under the Control Investor Credit
Agreement as provided in Sections 8.3(a), 8.3(b)(i), 8.3(b)(ii) and 8.4 of the
Control Investor Credit Agreement notwithstanding termination of the Control
Investor Credit Agreement.
Section 7. Waiver. Guarantor, to the fullest extent permitted by
Applicable Law, hereby waives notice of acceptance hereof or any presentment,
demand, protest or notice of any kind which in any manner or to any extent might
vary the risk of the Guarantor or which otherwise might operate to discharge the
Guarantor from its obligations hereunder.
Section 8. Inability to Accelerate Loan. If the Administrative
Agent and/or the Lenders are prevented under Applicable Law or otherwise from
demanding or accelerating
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payment of any of the Guaranteed Obligations by reason of any automatic stay or
otherwise, the Agents and/or the Lenders shall be entitled to receive from the
Guarantor, upon demand therefor, the sums which otherwise would have been due
had such demand or acceleration occurred.
Section 9. Reinstatement of Guaranteed Obligations. If claim is
ever made on the Administrative Agent or any Lender for repayment or recovery of
any amount or amounts received in payment or on account of any of the Guaranteed
Obligations, and the Administrative Agent or such Lender repays all or part of
said amount by reason of (a) any judgment, decree or order of any court or
administrative body of competent jurisdiction, or (b) any settlement or
compromise of any such claim effected by such Administrative Agent or such
Lender with any such claimant (including Borrower or a trustee in bankruptcy for
Borrower), then and in such event the Guarantor agrees that any such judgment,
decree, order, settlement or compromise shall be binding on it, notwithstanding
any revocation hereof or the cancellation of the Credit Agreement, any of the
other Loan Documents, or any other instrument evidencing any liability of
Borrower, and the Guarantor shall be and remain liable to the Administrative
Agent or such Lender for the amounts so repaid or recovered to the same extent
as if such amount had never originally been paid to the Administrative Agent or
such Lender. The Guarantor's liability under this Section 9 shall survive the
termination of this Guaranty.
Section 10. Subrogation. Upon the making by Guarantor of any
payment hereunder for the account of the Borrower, the Guarantor shall be
subrogated to the rights of the payee against the Borrower; provided, however,
that the Guarantor shall not enforce any right or receive any payment by way of
subrogation or otherwise take any action in respect of any other claim or cause
of action Guarantor may have against Borrower arising by reason of any payment
or performance by the Guarantor pursuant to this Guaranty, unless and until all
of the Guaranteed Obligations have been indefeasibly paid and performed in full.
If any amount shall be paid to the Guarantor on account of or in respect of such
subrogation rights or other claims or causes of action, the Guarantor shall hold
such amount in trust for the benefit of the Administrative Agent and the Lenders
and shall forthwith pay such amount to the Administrative Agent to be credited
and applied against the Guaranteed Obligations, whether matured or unmatured, in
accordance with the terms of the Credit Agreement or to be held by the
Administrative Agent as collateral security for any Guaranteed Obligations
existing.
Section 11. Set off.
(a) In addition to any rights now or hereafter granted under any
of the other Loan Documents or Applicable Law and not by way of limitation of
any such rights, the Guarantor hereby authorizes each Lender, at any time upon
the occurrence and during the continuation of an Event of Default, without any
prior notice to the Guarantor or to any other Person, any such notice being
hereby expressly waived, to set off and to appropriate and to apply any and all
deposits (general or special, including, but not limited to, indebtedness
evidenced by certificates of deposit, whether matured or unmatured) and any
other indebtedness at any time held or owing by any Lender, or any affiliate of
any Lender, to or for the credit or the account of the Guarantor against and on
account of any of the Guaranteed Obligations, not to exceed the Maximum Amount,
although such obligations shall be contingent or unmatured. Each Lender agrees
to give the Guarantor prompt notice after the exercise by the Lender of such
right of set off but the failure of a Lender to give such notice shall not
affect the validity of any such set off. The Guarantor agrees, to the fullest
extent permitted by Applicable Law, that any Participant
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may exercise rights of setoff or counterclaim and other rights with respect to
its participation as fully as if such Participant were a direct creditor of the
Guarantor in the amount of such participation.
(b) The Administrative Agent and the Lenders acknowledge and
agree that the bank accounts set forth on Schedule 11 hereto and any similar
bank account created in the future shall not be subject to any right of offset
or banker's lien.
Section 12. Information. The Guarantor assumes all responsibility
for being and keeping itself informed of the financial condition of the
Borrower, and of all other circumstances bearing upon the risk of nonpayment of
any of the Guaranteed Obligations and the nature, scope and extent of the risks
that the Guarantor assumes and incurs hereunder, and agrees that neither the
Agents nor any Lender shall have any duty whatsoever to advise the Guarantor of
information regarding such circumstances or risks.
Section 13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE, AND WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES OR PROVISIONS.
Section 14. Jurisdiction; Consent to Service of Process; Waiver
of Jury Trial.
(a) The Guarantor hereby irrevocably and unconditionally submits,
for itself and its property, to the nonexclusive jurisdiction of any New York
State court or Federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Guaranty or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
court or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Guaranty shall
affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Guaranty or the other Loan
Documents against the Guarantor or its properties in the courts of any
jurisdiction.
(b) The Guarantor hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Guaranty or the other Loan
Documents in any New York State court or Federal court located in the State of
New York. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.
(c) The Guarantor and each other party hereto consents to service
of process in the manner provided for notices in Section 21 hereof. Nothing in
this Guaranty will affect the right of any party to this Guaranty to serve
process in any other manner permitted by law.
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(d) Each party hereto hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect
of any litigation directly or indirectly arising out of, under or in connection
with this Guaranty or any of the other Loan Documents. Each party hereto (1)
certifies that no representative, agent or attorney of any other party has
represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver and (2) acknowledges
that it and the other parties hereto have been induced to enter into this
Guaranty and the other Loan Documents, as applicable, by, among other things,
the mutual waivers and certifications in this Section.
(e) Guarantor agrees not to assert any claim against
Administrative Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys, agents, and advisers, on
any theory of liability, for special, indirect, consequential, or punitive
damages arising out of or otherwise relating to this Guaranty or any of the
other Loan Documents.
Section 15. Loan Accounts. The Administrative Agent and each
Lender may maintain books and accounts setting forth the amounts of principal,
interest and other sums paid and payable with respect to the Guaranteed
Obligations, and in the case of any dispute relating to any of the outstanding
amount, payment or receipt of any of the Guaranteed Obligation or otherwise, the
entries in such books and accounts shall be deemed prima facie evidence of the
matters set forth therein. The failure of the Administrative Agent or any Lender
to maintain such books and accounts shall not in any way relieve or discharge
the Guarantor of any of its obligations hereunder.
Section 16. Waiver of Remedies. No delay or failure on the part
of the Administrative Agent or any Lender in the exercise of any right or remedy
it may have against any Guarantor hereunder or otherwise shall operate as a
waiver thereof, and no single or partial exercise by the Administrative Agent or
any Lender of any such right or remedy shall preclude other or further exercise
thereof or the exercise of any other such right or remedy.
Section 17. Termination. This Guaranty shall remain in full force
and effect until the earlier of (i) indefeasible payment in full of the
Guaranteed Obligations and the termination or cancellation of the Commitments or
(ii) indefeasible payment by Guarantor of the Maximum Amount and of any amounts
owing by Guarantor pursuant to Sections 1(c), 1(d) and 1(e) hereof.
Section 18. Successors and Assigns. Each reference herein to the
Administrative Agent or the Lenders shall be deemed to include such Person's
respective successors and assigns (including, but not limited to, any holder of
the Guaranteed Obligations) in whose favor the provisions of this Guaranty also
shall inure, and each reference herein to the Guarantor shall be deemed to
include the Guarantor's successors and assigns, upon whom this Guaranty also
shall be binding. The Lenders may, in accordance with the applicable provisions
of the Credit Agreement, assign, transfer or sell any Guaranteed Obligation, or
grant or sell participations in any Guaranteed Obligations, to any Person
without the consent of, or notice to, the Guarantor and without releasing,
discharging or modifying the Guarantor's obligations hereunder. The Guarantor
hereby consents to the delivery by the Agents or any Lender to any Eligible
Assignee or Participant (or any prospective Eligible Assignee or Participant) of
any financial or other information regarding the Borrower or the Guarantor. The
Guarantor may not
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assign or transfer its rights or obligations hereunder or under any other Loan
Document to any Person without the prior written consent of all of the Lenders
(and any such assignment or transfer without such consent shall be null and
void).
Section 19. Amendments. This Guaranty may not be amended except
in writing signed by the Requisite Lenders (or all of the Lenders if required
under the terms of the Credit Agreement), the Administrative Agent and the
Guarantor.
Section 20. Payments. All payments to be made by the Guarantor
pursuant to this Guaranty shall be made in Dollars, in immediately available
funds to the Administrative Agent at the Principal Office.
Section 21. Notices. All notices and other communications
required or provided for hereunder shall be (a) in writing (including facsimile
transmission or similar writing), (b) sent in the case of the Guarantor, to the
address provided on the signature page to this Guaranty unless a change of
address has been sent to all other parties in accordance with the terms of this
Section 21, or in the case of a notice to the Administrative Agent or a Lender,
to the address provided for in the Credit Agreement and (c) all such notices and
other communications shall be deemed effective (i) if mailed, when received;
(ii) if telecopied, when transmitted, or (iii) if hand delivered, when
delivered; provided, however, that any notice of a change of address for notices
shall not be effective until received.
Section 22. Severability. In case any provision of this Guaranty
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 23. Headings. Section headings used in this Guaranty are
for convenience only and shall not affect the construction of this Guaranty.
Section 24. Definitions. Terms not otherwise defined herein are
used herein with the respective meanings given them in the Credit Agreement.
[Signature on Next Page]
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IN WITNESS WHEREOF, the Guarantor has duly executed and delivered this
Guaranty as of the date and year first written above.
ALLIED CAPITAL CORPORATION
By: /s/ XXXX X. XXXXXXX
-----------------------------
Xxxx X. Xxxxxxx
Managing Director and
Chief Operating Officer
Address for Notices:
0000 Xxxxxxxxxxxx Xxx., X.X.
0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Attention: Xxxx X. Xxxxxxx
Telephone: 000.000.0000
Telecopier: 202.659.2053
FLEET NATIONAL BANK, AS ADMINISTRATIVE AGENT
By: /s/ XXXXXX X.X. XXXXXX
-----------------------------
Name Xxxxxx X.X. Xxxxxx
Title Managing Director
Address for Notices:
Financial Institutions Group
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
Telephone: 000.000.0000
Telecopier: 617.434.1096
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