0001193125-06-099884 Sample Contracts

CREDIT AND WAREHOUSE AGREEMENT by and among MERRILL LYNCH CAPITAL CORP., MCG COMMERCIAL LOAN TRUST 2006-2, as the Issuer and MCG CAPITAL CORPORATION as the Collateral Manager Dated as of May 2, 2006
Credit and Warehouse Agreement • May 4th, 2006 • MCG Capital Corp • New York

CREDIT AND WAREHOUSE AGREEMENT (together with each Schedule (hereinafter individually and collectively referred to as, the “Schedule”) attached hereto from time to time, as such agreement may be waived, amended, modified or supplemented from time to time, this “Agreement”), dated as of May 2, 2006 among Merrill Lynch Capital Corp. (“Merrill Lynch”), MCG Commercial Loan Trust 2006-2 (the “Issuer”) and MCG Capital Corporation (the “Collateral Manager”). The obligations of Merrill Lynch hereunder shall be subject to the provisions of Section 24 hereof.

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CUSTODY AGREEMENT by and among MCG COMMERCIAL LOAN TRUST 2006-2, MCG FINANCE VIII, LLC and MCG CAPITAL CORPORATION each, as an MCG Party, MERRILL LYNCH CAPITAL CORP., and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Custodian Dated as of May 2, 2006
Custody Agreement • May 4th, 2006 • MCG Capital Corp • New York

THIS CUSTODY AGREEMENT (such agreement as amended, modified, waived, supplemented or restated from time to time, the “Agreement”) is made as of this 2nd day of May, 2006, by and among:

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