CUSTODY AGREEMENT

by and among

MCG COMMERCIAL LOAN TRUST 2006-2,

MCG FINANCE VIII, LLC and

MCG CAPITAL CORPORATION

each, as an MCG Party,

MERRILL LYNCH CAPITAL CORP.,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Custodian

Dated as of May 2, 2006

THIS CUSTODY AGREEMENT (such agreement as amended, modified, waived, supplemented or restated from time to time, the ?Agreement?) is made as of this 2nd day of May, 2006, by and among:

(1) MCG COMMERCIAL LOAN TRUST 2006-2, a Delaware statutory trust (together with its successors and assigns, the ?Issuer?);

(2) MCG FINANCE VIII, LLC, a Delaware limited liability company (together with its successors and assigns, the ?LLC?);

(3) MCG CAPITAL CORPORATION, a Delaware corporation (together with its successors and assigns, ?MCG?; each of MCG, the LLC and the Issuer is referred to herein as an ?MCG Party? and, collectively, as the ?MCG Parties?);

(4) MERRILL LYNCH CAPITAL CORP., a Delaware corporation (together with its successors and assigns, ?Merrill Lynch?); and

(5) WELLS FARGO BANK, NATIONAL ASSOCIATION (?Wells Fargo?), a national banking association, not in its individual capacity but solely as the Custodian (together with its successors and assigns in such capacity, the ?Custodian?).

R E C I T A L S

WHEREAS, as a condition to Merrill Lynch?s entering into the Credit and Warehouse Agreement, dated as of May 2, 2006 (such agreement as amended, modified, waived, supplemented or restated from time to time, the ?Credit Agreement?), by and among the Issuer, MCG and Merrill Lynch, each MCG Party is required to execute and deliver this Agreement;

NOW, THEREFORE, based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Certain Defined Terms.

Whenever used in this Agreement, the following words shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.

?Applicable Law?: For any Person or property of such Person, all then existing applicable laws, rules, regulations, statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority, and applicable judgments, decrees, injunctions, writs, or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

?Collateral Documents?: With respect to any Loan, the duly executed originals of each related Underlying Note, indorsement(s) or instrument(s) (other than in respect of any Noteless Loan), including, without limitation, copies of the credit agreement or (other than in respect of

1

any Noteless Loan) long-form note, as applicable, where MCG originated the Loan or an assignment and assumption agreement to MCG or a credit agreement, as applicable, where MCG has acquired the Loan from a third party, in each instance if any, memorializing or otherwise evidencing the indebtedness of an Obligor and any other document listed on the Collateral List.

?Collateral List?: An electronic list of the Loans funded under or otherwise serving as collateral for the indebtedness under the Credit Agreement, in a form reasonably acceptable to the Custodian, as such list is provided by the Issuer to Merrill Lynch and the Custodian (and containing such information as is specified in Schedule III) as such list may be amended, supplemented or modified from time to time in accordance with this Agreement. Such list shall contain such information as is reasonably necessary to permit the Custodian to perform the review process set forth in Paragraph 2, including, but not limited to, with respect to each document to be inventoried by the Custodian.

?Custodian Fee?: The meaning specified in Paragraph 5B.

?Governmental Authority?: Any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court or arbitrator and any accounting board or authority (whether or not a part of the government) that is responsible for the establishment or interpretation of national or international accounting principles.

?Grant?: To grant, bargain, sell, warrant, alienate, remise, demise, release, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of setoff against, deposit, set-over and confirm.

?Lien?: Any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing or the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing.

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