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                                                                   Exhibit 10.16

                                   CERTIFICATE
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THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") OR STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
              ---
THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES
LAWS AND TO A PERSON WHO HAS FURNISHED TO THE OWNER TRUSTEE (A) AN INVESTMENT
LETTER TO THE EFFECT THAT SUCH PURCHASER IS THE TRUST DEPOSITOR OR AN AFFILIATE
THEREOF, OR AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a)(1)-(3) or (7) UNDER THE ACT AND (B) IF REQUIRED, AN OPINION OF COUNSEL
SATISFACTORY TO THE OWNER TRUSTEE.

THIS CERTIFICATE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE
BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH
PLANS SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS) WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH PLAN'S,
ARRANGEMENT'S OR ACCOUNT'S INVESTMENT IN SUCH ENTITIES. FURTHER, THIS
CERTIFICATE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING
OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL AGENCY.

NO TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF ONE OR MORE CERTIFICATES (A
"TRANSFER") SHALL BE MADE UNLESS SIMULTANEOUSLY WITH THE TRANSFER (1) A
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PROPORTIONATE AMOUNT OF CLASS C NOTES ARE TRANSFERRED SO THAT THE RATIO OF THE
PERCENTAGE INTEREST OF THE CERTIFICATES SO TRANSFERRED TO ALL CERTIFICATES AND
THE RATIO OF THE PERCENTAGE INTEREST OF THE CLASS C NOTES SO TRANSFERRED TO THE
PERCENTAGE INTEREST OF ALL CLASS C NOTES ARE EQUAL AND (2) THE TRANSFERS OF THE
CERTIFICATES AND CLASS C NOTES REFERRED TO HEREIN ARE MADE TO THE SAME PERSON.

                                       1

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NUMBER
      --------------

CUSIP NO.                                              PERCENTAGE INTEREST: 100%
         -----------

                        MCG COMMERCIAL LOAN TRUST 2001-1

                                   CERTIFICATE

evidencing a beneficial ownership interest in the Trust, as defined below, the
property of which includes primarily the Loans transferred to the Trust by MCG
Finance III, LLC.

(This Certificate does not represent an interest in or obligation of MCG Finance
III, LLC, MCG Capital Corporation (the "Servicer") or the Owner Trustee (as
                                        --------
defined below) (as such or in its individual capacity) or any of their
respective affiliates, except to the extent described below.)

     THIS CERTIFIES THAT MCG FINANCE III, LLC is the registered owner of the
nonassessable, fully paid, beneficial ownership interest in MCG COMMERCIAL LOAN
TRUST 2001-1 (the "Trust") formed by MCG Finance III, LLC, in the Percentage
                   -----
Interest evidenced hereby.

     The Trust was created pursuant to a Trust Agreement, dated as of December
1, 2001 (as amended, modified, restated, replaced, waived, substituted,
supplemented or extended from time to time, the "Trust Agreement"), between MCG
                                                 ---------------
Finance III, LLC, as trust depositor (the "Trust Depositor"), and Wilmington
                                           ---------------
Trust Company, as owner trustee (the "Owner Trustee"), a summary of certain of
                                      -------------
the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement.

     This Certificate is one of a duly authorized issue of MCG Commercial Loan
Trust 2001-1 Certificates (herein called the "Certificates"). This Certificate
                                              ------------
is issued under and is subject to the terms, provisions and conditions of the
Trust Agreement, to which Trust Agreement the holder of this Certificate by
virtue of its acceptance hereof assents and by which such holder is bound.

     Under the Trust Agreement, there will be distributed on the 20th day of
each month or, if such 20th day is not a Business Day, the next Business Day
(each, a "Remittance Date"), commencing on January 21, 2001, to the Person in
          ---------------
whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the Remittance Date (the "Record
                                                                          ------
Date"), such Certificateholder's Percentage Interest in the amount to be
----
distributed to Certificateholders on such Remittance Date pursuant to the terms
of the Sale and Servicing Agreement and the Indenture.

                                       2

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     The holder of this Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Sale and Servicing Agreement and
the Indenture.

     It is the intent of the Trust Depositor, the Servicer, the Holders of the
Class C Notes and the Certificateholders that, for purposes of federal income
taxes, in the event that the Certificates and the Class C Notes are owned by
more than one holder the Trust will be treated as a partnership, the partners of
which are the Certificateholders and the Holders of the Class C Notes and, in
the event that the Certificates and the Class C Notes are all owned by a single
holder, the Trust will be treated as a division of such holder. The
Certificateholders and the Holders of the Class C Notes, by acceptance of a
Certificate and a Class C Note, respectively, agree to treat the Certificates
and Class C Notes as equity and to take no action inconsistent with the
treatment of, the Trust and the Certificates and Class C Notes for such tax
purposes as just described.

     Each Certificateholder, by its acceptance of a Certificate, covenants and
agrees that such Certificateholder, will not prior to the date which is one (1)
year and one (1) day after the termination of the Indenture, institute against
the Trust, or join in any institution against the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Certificates, the Notes, the
Trust Agreement or any of the other Transaction Documents.

     Distributions on this Certificate will be made as provided in the Trust
Agreement by the Paying Agent by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Paying Agent of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency maintained for that
purpose by the Paying Agent.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee or the Certificate Registrar, by
manual signature, this Certificate shall not entitle the Holder hereof to any
benefit under the Trust Agreement or the Sale and Servicing Agreement or be
valid for any purpose.

     THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

                                       3

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     IN WITNESS WHEREOF, the Owner Trustee or the Certificate Registrar, on
     behalf of the Trust and not in its individual capacity, has caused this
     Certificate to be duly executed.

Date: December 27, 2001

                                     MCG COMMERCIAL LOAN TRUST 2001-1


                                     By:      WILMINGTON TRUST COMPANY,
                                              solely as Owner Trustee and
                                              not in its individual capacity


                                     By:  /s/ Norma Cross
                                        ----------------------------------------
                                              Authorized Signatory


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Certificates of MCG Commercial Loan Trust 2001-1
referred to in the within-mentioned Trust Agreement.

Date: December 27, 2001

                                     WILMINGTON TRUST COMPANY, solely as Owner
                                     Trustee and not in its individual capacity


                                     By:  /s/ Norma Cross
                                        ----------------------------------------
                                              Authorized Signatory

                                                        or

                                     WELLS FARGO BANK MINNESOTA, NATIONAL
                                     ASSOCIATION, as Certificate Registrar


                                     By:  /s/ Sue Dignan
                                        ----------------------------------------
                                              Authorized Signatory

                                       4

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                            [REVERSE OF CERTIFICATE]

     The Certificates do not represent an obligation of, or an interest in, the
Trust Depositor, the Servicer, the Owner Trustee or any affiliates of any of
them and no recourse may be had against such parties or their assets, except as
expressly set forth or contemplated herein or in the Trust Agreement, the
Indenture or the Transaction Documents. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Loans (and
certain other amounts), all as more specifically set forth herein and in the
Transaction Documents. A copy of each of the Transaction Documents may be
examined by any Certificateholder upon written request during normal business
hours at the principal office of the Trust Depositor and at such other places,
if any, designated by the Trust Depositor.

     The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trust Depositor and the rights of the Certificateholders under the Trust
Agreement at any time, by the Trust Depositor and the Owner Trustee with the
consent of the holders of the Certificates evidencing not less than a majority
of the outstanding Percentage Interest and of the holders of the Majority
Noteholders, each voting as a class. Any such consent by the holder of this
Certificate shall be conclusive and binding on such holder and on all future
holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent is made upon this Certificate. The Trust Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
holders of any of the Certificates.

     As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar, accompanied by
a written instrument of transfer in form satisfactory to the Owner Trustee and
the Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee. The initial Certificate Registrar
appointed under the Trust Agreement is Wells Fargo Bank Minnesota, National
Association.

     The Certificates are issuable only as registered Certificates without
coupons in minimum Percentage Interests of 10% and integral multiples of 1% in
excess thereof; provided, however, that one Certificate may be issued in a
                --------  -------
different denomination. As provided in the Trust Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

                                       5

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     The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Owner Trustee, the Certificate Registrar or any such agent shall be affected by
any notice to the contrary.

     This Certificate may not be transferred directly or indirectly to (1)
employee benefit plans, retirement arrangements, individual retirement accounts
or Keogh plans subject to either Title I of the Employee Retirement Income
Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code
of 1986, as amended, or (2) entities (including insurance company general
accounts) whose underlying assets include plan assets by reason of the
investment by such plans, arrangements or accounts in such entities. By
accepting and holding this Certificate, the Holder hereof shall be deemed to
have represented and warranted that it is not any of the foregoing entities.

     This Certificate may not be transferred to any person who is not a U.S.
Person, as such term is defined in Section 7701(a)(30) of the Internal Revenue
Code, as amended.

     Each purchaser of the Certificates shall be required, prior to purchasing a
Certificate, to execute the Purchaser's Representation and Warranty Letter in
the form attached to the Trust Agreement as Exhibit C.
                                            ---------

     The obligations and responsibilities created by the Trust Agreement and the
Trust created thereby shall terminate upon (i) the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Trust Agreement and
the Sale and Servicing Agreement and the disposition of all property held as
part of the Trust and (ii) the written consent of the Certificateholders. The
Servicer on behalf of the Indenture Trustee has the option to cause the sale of
the corpus of the Trust at a price and pursuant to auction procedures specified
in the Indenture and the Sale and Servicing Agreement, and such sale of the
receivables and other property of the Trust will effect early retirement of the
Certificates.

                                       6

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                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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(Please print or type name and address, including postal zip code, of assignee)

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the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

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to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated:


                                              ---------------------------------*
                                               Signature Guaranteed:


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* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.