Exhibit 10.11



 Exhibit 10.11 
 EXECUTION COPY 
 EIGHTH AMENDMENT 
 TO 
 SALE AND SERVICING AGREEMENT 

 THIS EIGHTH AMENDMENT TO THE SALE AND SERVICING AGREEMENT, dated as of November 16, 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 Robinson Humphrey, 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”).

 RECITALS 
 1. The
Seller, the Originator, the Servicer, Three Pillars, the Administrative Agent, the Backup Servicer and the Trustee are parties to the Sale and Servicing Agreement dated as of November 10, 2004 (as amended, supplemented, modified or restated
from time to time, the “Agreement”); and 
 2. Such parties hereto desire to amend the Agreement as hereinafter set forth.

 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows: 
 1. Certain Defined Terms. Capitalized terms that are used herein without definition and that are defined in the
Agreement (including terms incorporated by reference in the Agreement) shall have the same meanings herein as therein defined. 
 2.
Amendments to the Agreement. The Agreement is hereby amended as follows: 
 2.1 The chart in Clause (3) of the
definition of “Pool Concentration Criteria” in Section 1.1 of the Agreement is hereby amended by adding the SIC Code “3679” to the Technology Segment and the SIC Code “2759” to the Business Information
Services Segment. 
 3. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any
right, power or remedy of any party under the Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein. 
 4. Conditions to Effectiveness. The effectiveness of the amendments in Section 2 hereof is subject to the condition precedent that each of
the parties hereto shall have received counterparts of this Amendment, duly executed by all the parties hereto. 







 5. Reaffirmation of Covenants, Representations and Warranties. Upon the effectiveness of this
Amendment, each of the Seller, the Originator and the Servicer hereby reaffirms all covenants, representations and warranties made in the Agreement and the other Transaction Documents and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the effective date of this Amendment. 
 6. Representations and Warranties. Each
of the Seller, the Originator and the Servicer hereby represents and warrants that (i) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms and (ii) upon the
effectiveness of this Amendment, no Termination Event shall exist. 
 7. Ratification. All of the provisions of this Amendment are
incorporated by reference into the Agreement, as if set forth in full therein. The Agreement, as amended hereby, remains in full force and effect. Any reference to the Agreement from and after the date hereof shall be deemed to refer to the
Agreement as amended hereby. As amended, the Agreement is hereby ratified and reaffirmed by the parties hereto. 
 8. Counterparts.
This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. 
 9. Governing Law. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES
HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. 
 10. Section Headings.
The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Agreement or any provision hereof or thereof. 
  

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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

  

			
	MCG COMMERCIAL LOAN FUNDING TRUST, as Seller
		
	By:	 	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee


  
  

			
		
	By:	 	/S/    JEANNE M. OLLER        

	 	 	 Jeanne M. Oller
 Senior Financial Services Officer



  
  

			
	MCG CAPITAL CORPORATION, as Originator and as Servicer
		
	By:	 	/S/    MICHAEL R.
MCDONNELL        
	 	 	 Michael R. McDonnell
 Chief Financial Officer



  

									
	Commitment: $250,000,000	 		 	THREE PILLARS FUNDING LLC, as a Purchaser
					
		 		 		 	By:	 	/S/ DORIS J. HEARN
		 		 		 		 	 Doris J. Hearn
 Vice President


  

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 [Signatures Continued on Following Page] 
  

			
	SUNTRUST ROBINSON HUMPHREY, INC., as Administrative Agent
		
	By:	 	/S/    MICHAEL G. MAZA        

		 	 Michael G. Maza
 Managing Director



 [Signatures Continued on Following Page] 
  

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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Backup Servicer
		
	By:	 	/S/    KRISTEN L. PUTTIN        

		 	 Kristen L. Puttin
 Assistant Vice President



  
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/S/    KRISTEN L. PUTTIN        

		 	 Kristen L. Puttin
 Assistant Vice President



  

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