0001181431-07-007638 Sample Contracts

FIFTH AMENDMENT TO SALE AND SERVICING AGREEMENT
Sale and Servicing Agreement • February 1st, 2007 • MCG Capital Corp • New York

THIS FIFTH AMENDMENT TO THE SALE AND SERVICING AGREEMENT, dated as of February 1, 2007 (this "Amendment"), is entered into by and among MCG Commercial Loan Funding Trust, as the seller (in such capacity, the "Seller"), and MCG Capital Corporation, as the originator (in such capacity, the "Originator") and as the servicer (in such capacity, the "Servicer"), and Three Pillars Funding LLC, as a purchaser ("Three Pillars"), and SunTrust Capital Markets, Inc., as the administrative agent (in such capacity, the "Administrative Agent"), and Wells Fargo Bank, National Association, as the backup servicer (in such capacity, the "Backup Servicer") and as trustee (in such capacity, the "Trustee").

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