Solvency (MCG Capital)
EXHIBIT E-2
Form of Officer's Certificate as to Solvency (MCG Commercial Loan Funding
Trust)
EXHIBIT E-3
Form of Officer's Certificate as to Solvency (MCG Finance V, LLC)
EXHIBIT F-1
Form of Officer's Closing Certificate (MCG Capital)
EXHIBIT F-2
Form of Officer's Closing Certificate (MCG Commercial Loan Funding Trust)
EXHIBIT F-3
Form of Officer's Closing Certificate (MCG Finance V, LLC)
EXHIBIT G-1
Form of Power of Attorney (MCG Capital)
EXHIBIT G-2
Form of Power of Attorney (MCG Commercial Loan Funding Trust)
EXHIBIT G-3
Form of Power of Attorney (MCG Finance V, LLC)
EXHIBIT H
Form of Release of Required Loan Documents
EXHIBIT I
[Reserved]
EXHIBIT J
Form of Servicer's Certificate
EXHIBIT K
Form of Transferee Letter
SCHEDULES
SCHEDULE I
Condition Precedent Documents
SCHEDULE II
Concentration Account Information
SCHEDULE III
Location of Required Loan Documents and Loan Files
SCHEDULE IV
Loan List
SCHEDULE V
[Reserved]
SCHEDULE VI
Credit and Collection Policy
SCHEDULE VII
Diversity Score
-vi-
AMENDED AND RESTATED SALE AND SERVICING AGREEMENT
THIS AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (such agreement as
amended, modified, waived, supplemented, replaced or restated from time to time,
the "Agreement") is made as of February 26, 2009, by and among:
(1) MCG COMMERCIAL LOAN FUNDING TRUST, a Delaware statutory trust, as the seller
(together with its successors and assigns in such capacity, the "Seller" or the
"Trust");
(2) EACH OF THE PURCHASERS AND PURCHASER AGENTS PARTY HERETO (together with
their respective successors and assigns in such capacities, each a "Purchaser"
and a "Purchaser Agent," respectively);
(3) MCG CAPITAL CORPORATION, a Delaware corporation ("MCG Capital"), as the
originator (together with its successors and assigns in such capacity, the
"Originator"), and as the servicer (together with its successors and assigns in
such capacity, the "Servicer");
(4) THREE PILLARS FUNDING LLC, a Delaware limited liability company (together
with its successors and assigns, a "Purchaser" or "Three Pillars Funding");
(5) SUNTRUST ROBINSON HUMPHREY, INC. (together with its successors and assigns,
"SunTrust Robinson Humphrey"), as the administrative agent (together with its
successors and assigns in such capacity, the "Administrative Agent") and as the
purchaser agent for Three Pillars Funding (together with its successors and
assigns in such capacity, a "Purchaser Agent"); and
(6) WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), not in its
individual capacity but as the backup servicer (together with its successors and
assigns in such capacity, the "Backup Servicer"), and not in its individual
capacity but as the trustee (together with its successors and assigns in such
capacity, the "Trustee").
R E C I T A L S
WHEREAS, the Seller, the Originator, the Servicer, the Purchasers, the Purchaser
Agents, the Trustee, the Backup Servicer and the Administrative Agent (the
"Parties") have entered into that certain Sale and Servicing Agreement, dated as
of November 10, 2004 (as amended from time to time prior to the date hereof, the
"Original Agreement"), which they now wish to amend and restate in its entirety
as provided herein;
WHEREAS, the Depositor has acquired, and may from time