Master Conveyance Assignment



 Exhibit 10.73 
  
 MASTER CONVEYANCE AGREEMENT 
  

[MCG Capital Corporation to MCG Finance VI, LLC to MCG Commercial Loan Trust 2005-1] 
  
 MASTER CONVEYANCE ASSIGNMENT, dated as of April 21, 2005 among MCG Capital
Corporation, a Delaware corporation (“Originating Seller”), MCG Finance VI, LLC, a Delaware limited liability company (“Initial Purchaser”), and MCG Commercial Loan Trust 2005-1, a Delaware statutory
trust (“Ultimate Purchaser”). 
  
 1. Reference is hereby
made to (a) that certain Credit and Warehouse Agreement (as amended, restated, supplemented and otherwise modified and in effect from time to time, the “Credit Agreement”) dated as of April 21, 2005 among Originating Seller,
Ultimate Purchaser and UBS AG, Stamford Branch (“UBS”), and (b) that certain Pledge, Security and Custody Agreement (as amended, supplemented and otherwise modified and in effect from time to time, the
“Pledge Agreement”) dated as of April 21, 2005 among Ultimate Purchaser, Initial Purchaser, Originating Seller, UBS and Wells Fargo Bank, National Association, as custodian (in such capacity, together with its successors in
such capacity, “Custodian”). Capitalized terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement. 
  
 2. As contemplated by Section 2(a) of the Credit Agreement, Originating Seller may on any Business Day during the Accumulation Period enter
into a commitment on behalf and for account of Ultimate Purchaser to purchase a Collateral Debt Security from Originating Seller, an Affiliate of Originating Seller or other lender to be included in the Warehouse Portfolio for settlement during the
Accumulation Period. Originating Seller may from time to time send a written or electronic notice to UBS requesting UBS’s consent to such purchase, and UBS may give its written or electronic consent to such purchase. Any Collateral Debt
Security as to which UBS shall have given such consent and which is conveyed by the Originating Seller to the Initial Purchaser is herein referred to as a “Subject Loan”. 
  
 3. Effective immediately upon the consummation of the settlement of the purchase by
Originating Seller of any Subject Loan with the proceeds of financing made available by UBS under the Credit Agreement (automatically without any further action by any party hereto), Originating Seller does hereby convey to Initial Purchaser, and
Initial Purchaser does hereby acquire and accept, by way of capital contribution, without recourse to Originating Seller except as provided in the Credit Agreement, all right, title and interest of Originating Seller in and to such Subject Loan and
all associated agreements and evidences of such indebtedness. Originating Seller and Initial Purchaser agree that such conveyance is intended to be a capital contribution or other absolute transfer of ownership of such Subject Loan. With respect to
such Subject Loan, Originating Seller warrants to Initial Purchaser and Ultimate Purchaser as provided in Section 8-108(a) of the Uniform Commercial Code as in effect in the State of New York (the “UCC”) as if such Subject
Loan were a “security” for purposes of Article 8 of the UCC. 
  
 4.
Effective immediately upon the consummation of the capital contribution by Originating Seller to Initial Purchaser of any Subject Loan (automatically without any further action by any party hereto), (a) Initial Purchaser does hereby sell, assign and
transfer to Ultimate Purchaser, and Ultimate Purchaser does hereby acquire and accept, without recourse to Originating Seller except as provided in the Credit Agreement and without recourse to Initial Purchaser, all right, title and interest of
Initial Purchaser in and to such Subject Loan and all associated agreements and evidences of such indebtedness (and all related rights of Initial Purchaser against Originating Seller under the immediately preceding paragraph) and (b) Ultimate
Purchaser shall pay to Initial Purchaser the purchase price for such Subject Loan specified in the Credit Agreement. Originating Seller, Initial 

  

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Purchaser and Ultimate Purchaser agree that such sale, assignment and transfer is intended to be a sale or other absolute transfer of ownership of such
Subject Loan. 
  
 5. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns. No Person other than the parties hereto shall have any rights or obligations under this Agreement. Neither this Agreement nor any right or obligation in or under this
Agreement may be transferred (whether by way of security or otherwise) or delegated by any party hereto without the prior written consent of each other party, except that each of Originating Seller, Initial Purchaser and Ultimate Purchaser may (a)
pledge its rights hereunder to UBS as provided in the Pledge Agreement, (b) pledge its rights hereunder to any trustee under the Indenture referred to in the Credit Agreement and (c) transfer all of its rights and obligations hereunder pursuant to a
transfer of all or substantially all its assets to another Person. Any purported transfer that is not in compliance with this provision will be void. 
  
 6. This Agreement may be executed and delivered in any number of counterparts (including by facsimile transmission or other written form of communication), each of which
shall be deemed an original as against each party whose signature appears thereon, and all of which shall together constitute one and the same enforceable, effective and valid instrument. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto. 
  
 7. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of or relating in any way whatsoever to this Agreement (whether in
contract, tort or otherwise) shall be governed by, the law of the State of New York (without reference to any choice of law doctrine that would have the effect of causing this Agreement to be construed in accordance with or governed by the law of
any other jurisdiction). 
  
 8. With respect to any suit, action or proceedings
relating to this Agreement (“Proceedings”), each party irrevocably: (i) submits to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan
in New York City; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives
the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes any party from bringing Proceedings in any other jurisdiction, nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. 
  

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 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written. 
  

									
	 MCG CAPITAL CORPORATION
 (AS ORIGINATING SELLER)
	 	 	 	 MCG FINANCE VI, LLC
 (AS INITIAL PURCHASER)

					
	By:	 	/s/  Michael R. McDonnell	 	 	 	By:	 	/s/  Samuel G. Rubenstein
	 Name:
	 	 Michael R. McDonnell
	 	 	 	 Name:
	 	Samuel G. Rubenstein
	 Title:
	 	 Chief Financial Officer
	 	 	 	 Title:
	 	General Counsel and Executive Vice President
					
	By:	 	/s/  Samuel G. Rubenstein	 	 	 	 	 	 
	 Name:
	 	 Samuel G. Rubenstein
	 	 	 	 	 	 
	 Title:
	 	 General Counsel and Executive Vice President
	 	 	 	 	 	 

  

			
	 MCG COMMERCIAL LOAN TRUST 2005-1
 (AS ULTIMATE PURCHASER)

	By:	 	MCG Capital Corporation (as Collateral Manager)
		
	By:	 	/s/  Michael R. McDonnell
	 Name:
	 	 Michael R. McDonnell

	 Title:
	 	 Chief Financial Officer


  
 Accepted: 
  

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS CUSTODIAN

		
	By:	 	/s/  Cory Branden
	 Name:
	 	 Cory Branden

	 Title:
	 	 Vice President


  

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