Warehouse Agreement [Amended and Restated] (2006)Full Document 

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ANNEX D – FORM OF LOAN TRANSACTION SCHEDULE  50 ANNEX E – FORM OF LOAN SALE SCHEDULE  53

AMENDED AND RESTATED WAREHOUSE AGREEMENT dated as of August 2, 2005 (this Agreement), between Goldman Sachs Credit Partners L.P. (GSCP), Goldman Sachs International (GSI and, together with GSCP, Goldman Sachs), GSCP (NJ), L.P. (GSC), GSC Capital Corp. Loan Funding 2005-1 (the Issuer), and GSC Capital Corp. TRS Holdings, Inc. (GSCC). The obligations of Goldman Sachs hereunder shall be subject to Section 19.

RECITALS

WHEREAS, pursuant to an engagement letter dated as of July 22, 2005 (the Engagement Letter), between Goldman, Sachs & Co. and GSCC, GSCC engaged Goldman, Sachs & Co. to act as structuring agent, initial purchaser and/or placement agent with respect to, among other things, (a) the structuring of several classes of notes (the Notes) and subordinated securities (the Subordinated Securities and, collectively with the Notes, the Offered Securities) to be issued by the Issuer and (b) the marketing, purchase and/or placement of the Offered Securities;

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