0001181431-05-033890 Sample Contracts

CREDIT AND WAREHOUSE AGREEMENT
Credit and Warehouse Agreement • June 10th, 2005 • 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 June 9, 2005 among Merrill Lynch Capital Corp. ("Merrill Lynch"), MCG Commercial Loan Trust 2005-2 (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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