PLEDGE AGREEMENT

Exhibit 10.11

PLEDGE AGREEMENT

          THIS PLEDGE AGREEMENT (this “ Pledge Agreement ”) is entered into as of December 23, 2008, by and among (i) CapitalSource Inc., a Delaware corporation (“ Initial Borrower ”), (ii) the direct and indirect Subsidiaries of the Initial Borrower listed on Schedule 1(a) attached hereto and any other Subsidiary of the Initial Borrower that becomes a guarantor under the Credit Agreement (collectively, the “ Guarantors ” and such parties, together with Initial Borrower, each individually a “ Pledgor ” and collectively, the “ Pledgors ”), (iii) Wachovia Bank, National Association, in its capacity as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “ Administrative Agent ”) for the lenders (each a “ Lender ” and collectively the “ Lenders ”) as may from time to time become a party to such Credit Agreement, (iv) Wells Fargo Bank, National Association (“ Wells Fargo ”) in its capacity as Collateral Custodian for the Administrative Agent and (v) CapitalSource Finance LLC in its capacity as Servicer (as defined below).

RECITALS

          WHEREAS, the Pledgors (other than CapitalSource International Inc. (“ CS International ”) are party to that certain Credit Agreement dated as of March 14, 2006 (as amended, modified, extended, renewed, restated or replaced from time to time, the “ Credit Agreement ”), among certain Pledgors, the Lenders party thereto and the Administrative Agent;

          WHEREAS, the Pledgors other than the Initial Borrower and CS International have, pursuant to the Credit Agreement, unconditionally guaranteed the Secured Obligations (as defined below);

          WHEREAS, the Initial Borrower and CS International (the “ CSF Guarantors ”) have, pursuant to that certain Guaranty Agreement, dated as of December 20, 2006 (the “ CSF Guaranty ”), among the CSF Guarantors and the Administrative Agent, unconditionally guaranteed the Guaranteed Obligations (as defined in the CSF Guaranty);

          WHEREAS, Wells Fargo holds certain Pledged Collateral (as defined herein) and the Administrative Agent desires to appoint Wells Fargo as Collateral Custodian with respect to such Pledged Collateral for the benefit of the Administrative Agent;

          WHEREAS, CapitalSource Finance LLC as Servicer performs servicing functions with respect to certain Pledged Collateral;

          WHEREAS, the Extensions of Credit under the Credit Agreement as amended by Amendment No. 6 will be used in part to enable the Borrower to make valuable transfers to the Pledgors in connection with the operation of their respective businesses;

          WHEREAS, it is a condition precedent to the effectiveness of Amendment No. 6, that the Pledgors shall have executed and delivered this Pledge Agreement to the Administrative Agent for the ratable benefit of the Lenders, Wells Fargo shall have executed and delivered this

Pledge Agreement as Collateral Custodian and CapitalSource Finance LLC shall have executed and delivered this Pledge Agreement as Servicer;

          WHEREAS, each Pledgor acknowledges that it will derive substantial direct and indirect benefit from the Extensions of Credit under the Credit Agreement as amended by Amendment No. 6; and

          WHEREAS, this Pledge Agreement is given by each Pledgor in favor of the Administrative Agent for the ratable benefit of the Lenders to secure the payment and performance of all of the Secured Obligations.

          NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1. (a) Definitions . Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, or, if not defined therein, in the UCC. The following terms shall have the following meanings:

     “ 2007-A ” shall have the meaning set forth in Section 10(h).

     “ Administrative Agent ” shall have the meaning set forth in preamble.

     “ Asset Checklist ” shall mean an electronic list of loan documents delivered by or on behalf of any Pledgor to the Administrative Agent and the Collateral Custodian (with respect to Custodian Pledged Collateral) that identifies each of the items contained in the related Asset File, as amended from time to time.

     “ Asset Files ” shall mean with respect to any Asset and Related Security pursuant to clauses (a) and (b) of the definition thereof, copies of each of the Required Asset Documents and duly executed originals (to the extent required by the Credit and Collection Policy) and copies of any other Records relating to such Asset and Related Security.

     “ Asset List ” shall mean the Asset List provided by the Pledgors to the Administrative Agent and the Collateral Custodian (with respect to the portion of the Asset List listing Custodian Pledged Collateral), attached hereto as Schedule 2(a) , as such list may be amended, supplemented or modified from time to time.

     “ Assets ” shall mean Loans, individually or collectively, as the context requires.

     “ Assigned Loan ” shall mean a Loan originated by a Person other than a Subsidiary of the Initial Borrower and in which a constant percentage has been assigned to any Pledgor in accordance with the Credit and Collection Policy.

     “ Assignment of Mortgage ” shall mean, as to each Loan secured by an interest in real property, one or more assignments, notices of transfer or equivalent instruments, each in recordable form and sufficient under the laws of the relevant jurisdiction to reflect the transfer of the related mortgage or similar security instrument and all other documents related to such Loan

and to the applicable Pledgor and to grant a perfected lien thereon by the applicable Pledgor in favor of the Administrative Agent, on behalf of the Lenders, each such Assignment of Mortgage to be substantially in the form of Exhibit 1 hereto.

     “ Available Assets Collateral ” shall mean all assets described in clause (ii) of Section 2(b) relating to Available Assets (as defined in the Credit Agreement) and described in clauses (a) through (d) of the definition thereof, and all products and proceeds thereof of the type described in Sections 2(b)(iii) and(iv).

     “ CS International ” shall have the meaning set forth in the recitals hereto.

     “ Collateral Custodian ” shall mean Wells Fargo, not in its individual capacity, but solely as Collateral Custodian, its successor in interest pursuant to Section 5(c) or such Person as shall have been appointed Collateral Custodian pursuant to Section 5(e).

     “ Collateral Custodian Fee ” shall have the meaning set forth in Section 5(d).

     “ Collateral Custodian Termination Notice ” shall have the meaning set forth in Section 5(e).

     “ Collateral Restrictions ” shall have the meaning set forth in Section 7(j).

     “ Control ” shall have the meaning assigned to such term in Section 8-106 of the UCC.

     “ Core Collateral ” shall mean that portion of the Pledged Collateral not constituting Residual Collateral.

     “ Credit and Collection Policy ” shall mean the written credit policies and procedures manual of the applicable Pledgors and the Servicer in the form provided to the Administrative Agent pursuant to Section 4.26 of the Credit Agreement, as it may be as amended or supplemented from time to time.

     “ Custodian Pledged Collateral ” shall mean any Core Collateral held by a Pledgor that (a) constitutes Available Assets pursuant to clauses (a), (b), (c) and (d) (in the case of clauses (c) and (d), only to the extent that any such Collateral constitutes certificated securities) of the definition thereof or (b) constitutes Capital Stock of a Material Pledged Subsidiary..

     “ Entitlement Order ” shall have the meaning assigned to such term in Section 8-102 of the UCC.

     “ Event of Default ” shall have the meaning set forth in Section 15.

     “ Excluded Collateral ” shall mean the following: (a) Capital Stock of the Initial Borrower held as treasury stock; (b) Margin Stock (other than any shares of Capital Stock of the Healthcare REIT listed on a U.S. national securities exchange or the NASDAQ Stock Market and which are held by a Pledgor); (c) any lease, license, permit, contract or agreement or any property or assets subject to any lease, license, permit, contract or agreement, if and for so long as a grant of a Lien thereon under Credit Documents shall constitute or result in (i) the

abandonment, invalidation or unenforceability of any right, title or interest of any Pledgor or Subsidiary therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, permit or agreement (other than (x) to the extent that there would be no abandonment, invalidation, unenforceability, breach or termination with the consent of, or by the taking of any action solely by, any Pledgor or any of their respective Affiliates that does not involve obtaining the consent or approval of any third party or (y) to the extent that any such term would be rendered ineffective pursuant to the UCC (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC) of any relevant jurisdiction or other Applicable Law including Insolvency Law (at such time as it may be applicable), or principles of equity), provided that such lease, license, contract, permit or agreement was not entered into in violation of the restrictions set forth in Section 5.36 of the Credit Agreement; (d) any fixed or capital asset that is subject to a Permitted Lien (as defined in clause (vii) of the definition of “Permitted Lien” in the Credit Agreement) and so long as the contractual obligation pursuant to which such Lien is granted (or in the document providing for such capital lease) prohibits or requires the consent of any Person (other than the Initial Borrower and its Affiliates) as a condition to the creation of any other Lien on such asset; and (e) any “intent to use” Trademark applications for which a statement of use has not been filed (but only until such statement is filed); provided , however , the term “ Excluded Collateral ” shall not include any proceeds, products, substitutions or replacements of Excluded Collateral (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Collateral).

     “ Excluded Foreign Subsidiary ” shall mean any Subsidiary that is not a Domestic Subsidiary (other than any fiscally transparent Subsidiary that is not otherwise owned by an Excluded Foreign Subsidiary).

     “ Excluded Foreign Subsidiary Voting Stock ” shall mean the voting Capital Stock of any Excluded Foreign Subsidiary. For the purposes of this definition, “ voting Capital Stock ” means, with respect to any issuer, the issued and outstanding shares of each class of Capital Stock of such issuer entitled to vote (within the meaning of United States Treasury Regulations § 1.956-2(c)(2)).

     “ Funding III ” shall have the meaning set forth in Section 10(h).

     “ Funding VII ” shall have the meaning set forth in Section 10(h).

     “ Guarantor ” shall have the meaning set forth in preamble.

     “ Initial Borrower ” shall have the meaning set forth in preamble.

     “ Insurance Policy ” shall mean with respect to any Asset, an insurance policy covering liability and physical damage to or loss of the Related Property.

     “ Lender ” or “ Lenders ” shall have the meaning set forth in preamble.

     “ Loan ” shall mean any loan that is identified on an Asset List, which loan includes, without limitation, (i) the Required Asset Documents and Asset File, and (ii) all right, title and interest of any Pledgor in and to the loan, any Related Property and any contract rights associated with such loan.

     “ Loan Register ” shall mean a register maintained by the Servicer with respect each Noteless Loan on which the Servicer records (u) the Original Principal Balance of each such Loan, (v) the name of the Obligor, (w) the identification number of such Loan, (x) the date of origination of such Loan, (y) the maturity date of such Loan and (z) the commitment amount of each lender that is attributable to the Pledged Collateral.

     “ Material Pledged Subsidiary ” shall mean (a) CHR and CapitalSource Bank, in each case, unless released by the Administrative Agent in accordance with the Credit Agreement and (b) each Subsidiary of a Pledgor that from time to time is:

     (i) a Credit Party,

     (ii) a Domestic Securitization Note Subsidiary which owns any CapitalSource Securitization Note included in Available Assets; and

     (iii) a Subsidiary which either (i) is the Domestic Real Property Subsidiary referenced in clause (e) of the definition of Available Assets with respect to any Real Property Owned that is included in the calculation of Available Assets pursuant to such clause (e); (ii) is the Tier 1 Intermediate Holdco referenced in clause (f) of the definition of Available Assets with respect to any Real Property Owned that is included in the calculation of Available Assets pursuant to such clause (f), or (iii) is the Tier 2 Intermediate Holdco referenced in clause (g) of the definition of Available Assets with respect to any Real Property Owned that is included in the calculation of Available Assets pursuant to such clause (g).

     “ Material Pledged Subsidiary Capital Stock ” means the Subsidiary Capital Stock of each Material Pledged Subsidiary.

     “ Noteless Loan ” shall mean a Loan with respect to which the Underlying Instruments do not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan.

     “ Obligor ” shall mean with respect to any Asset, any Person or Persons obligated to make payments pursuant to or with respect to such Asset, including any guarantor thereof.

     “ Original Principal Balance ” shall mean the principal amount specified in the promissory note, or, in the case of a Noteless Loan, the Loan Register.

     “ Other Subsidiary ” shall have the meaning set forth in Section 2(b).

     “ Outstanding Asset Balance ” shall mean with respect to any Asset at any time, the sum of (a) the portion of all future Scheduled Payments becoming due under or with respect to such Asset plus (b) any past due Scheduled Payments with respect to such Asset.

     “ Pledge Agreement ” shall have the meaning set forth in preamble.

     “ Pledged Capital Stock ” shall have the meaning set forth in Section 2(b).

     “ Pledged Collateral ” shall have the meaning set forth in Section 2(a).

     “ Pledged Notes ” shall have the meaning set forth in Section 2(b).

     “ Pledgor ” or “ Pledgors ” shall have the meaning set forth in preamble.

     “ Proceeds ” shall have the meaning assigned to such term in Section 9-102 of the UCC.

     “ QRS I ” shall have the meaning set forth in Section 10(h).

     “ Records ” shall mean all documents relating to the Assets, including books, records and other information (including without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) executed in connection with the origination or acquisition of the Pledged Collateral or maintained with respect to the Pledged Collateral and the related Obligors in which any Pledgor or the Servicer have otherwise obtained an interest.

     “ Related Property ” shall mean with respect to an Asset, any property or other assets pledged as collateral to the applicable Pledgor to secure repayment of such Asset, including all Proceeds from any sale or other disposition of such property or other assets.

     “ Related Security ”: All of each Pledgor’s right, title and interest in and to:

     (a) any Related Property securing an Asset and all recoveries related thereto;

     (b) all Required Asset Documents, Asset Files, Records, and the documents, agreements, and instruments included in the Asset File or Records;

     (c) all Insurance Policies with respect to any Asset;

     (d) all security interests, liens, guaranties, warranties, letters of credit, accounts, bank accounts, mortgages or other encumbrances and property subject thereto from time to time purporting to secure or support payment of any Asset, together with all UCC financing statements or similar filings signed by an Obligor relating thereto;

     (e) other contract rights with respect to any Asset;

     (f) any hedging agreement and any payment from time to time due thereunder;

     (g) the Proceeds of each of the foregoing.

     “ Required Asset Documents ” shall mean with respect to (i) any Noteless Loan identified as a Noteless Loan on the Asset Checklist, a copy of the related Loan Register (together with a certificate of a Responsible Officer of the Servicer certifying to the accuracy of such Loan Register as of the date such Loan is included as a part of the Pledged Collateral), (ii) all Loans other than Noteless Loans, the duly executed original of the promissory note and an assignment (which may be by endorsement or allonge) of each such promissory note to the applicable Pledgor and then the Administrative Agent, signed by an officer of the applicable Persons, (iii) any Loan, any related loan agreement and the Asset Checklist together with, to the extent set forth on the Asset Checklist, duly executed (if applicable) originals or copies of each of any

related participation agreement, acquisition agreement, subordination agreement, intercreditor agreement, security agreements or similar instruments, UCC financing statements, guarantee, or certificate of insurance, (iv) each Loan secured by real property, an Assignment of Mortgage and (v) any Loan identified as an Assigned Loan on the Asset Checklist, the duly executed original assignment agreement; provided that with respect to any Assigned Loan, any of the foregoing documents, other than any related promissory notes in the case of Assigned Loans only, may be copies.

     “ Residual Collateral ” shall mean any Collateral described in Section 2(b) that does not constitute (i) Material Pledged Subsidiary Capital Stock or (ii) Available Assets Collateral.

     “ Review Criteria ” shall have the meaning set forth in Section 5(b).

     “ Scheduled Payments ” shall mean with respect to any Loan, each monthly, quarterly, or annual payment of principal required to be made by the Obligor thereof under the terms of such Loan; in all cases, excluding any payment in the nature of, or constituting, interest.

     “ Secured Obligations ” shall have the meaning set forth in Section 3.

     “ Securities Account ” shall have the meaning assigned to such term in Section 8-501 of the UCC.

     “ Security Entitlement ” shall have the meaning assigned to such term in Section 8-102 of the UCC.

     “ Securities Intermediary ” shall have the meaning assigned to such term in Section 8-102 of the UCC.

     “ Servicer ” shall mean CapitalSource Finance LLC or any other Subsidiary of the Initial Borrower as a servicer of Loans, individually or collectively, as the context requires.

     “ Subsidiary Capital Stock ” shall have the meaning set forth in Section 2(b).

     “ UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided , however , that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Administrative Agent’s and the Lenders’ security interest in any Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

     “ Uncertificated Security ” shall have the meaning assigned to such term in Section 8-102 of the UCC.

     “ Uncertificated Securities Available Assets ” shall mean any Core Collateral held by a Pledgor in the form of an Uncertificated Security that constitutes (a) Available Assets pursuant to clause (d) of the definition thereof or (b) CapitalSource Repurchased Securitization Notes.

     “ Underlying Instruments ” shall mean the indenture, loan agreement, credit agreement or other agreement pursuant to which a Loan has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan or of which the holders of such Loan are the beneficiaries.

     “ Unencumbered ” shall mean with respect to a Loan or any other asset, that such Loan or other asset is not subject to any Lien other than Permitted Liens (for the purposes of this definition only, Permitted Liens shall not include any Permitted Liens described in clause (xiii) of the definition of Permitted Liens in the Credit Agreement).

     “ Wells Fargo ” shall have the meaning set forth in the preamble.

     (b)  Interpretation . The rules of interpretation specified in the Credit Agreement shall be applicable to this Pledge Agreement.

     (c)  Resolution of Drafting Ambiguities . Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Pledge Agreement, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party ( i.e ., the Administrative Agent) shall not be employed in the interpretation hereof.

     2.  Pledge .

     (a)  Grant of Security Interest . To secure the payment or performance, as the case may be, in full of the Secured Obligations (as defined in Section 3 hereof) owing by each Pledgor, whether at stated maturity, by acceleration or otherwise, each Pledgor hereby pledges to the Administrative Agent, and grants to the Administrative Agent a first priority security interest in the collateral described in Section 2(b) (collectively, the “ Pledged Collateral ”) owned by such Pledgor; provided , however , that in no event shall any portion of the Pledged Collateral constituting Residual Collateral include Excluded Collateral; provided further , that notwithstanding anything to the contrary herein, the maximum liability under this Pledge Agreement and under the other Credit Documents of each Pledgor shall not exceed an amount equal to the largest amount that would not render such Pledgor’s obligations hereunder or thereunder subject to avoidance under Section 548 of the U.S. Bankruptcy Code or any equivalent provision of the law of any state to which the Pledgor would be subject with respect to the Secured Obligations. The pledge and grant of a security interest under this Section 2 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any of the Lenders of any obligation of the Pledgors or any other Person in connection with any or all of the Pledged Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Pledgors shall remain liable under the Pledged Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Pledge Agreement had not been executed, (b) the exercise by the Administrative Agent, as agent for the Lenders, of any of its rights in the Collateral (other than taking title thereto) shall not release any Pledgor from any of its duties or obligations under the Pledged Collateral, and (c) none of the Administrative Agent or the Lenders shall have any obligations or liability under the Pledged Collateral by reason of this Pledge Agreement, nor

shall the Administrative Agent or any Lender be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder or preserve any Pledgor’s rights under this Pledge Agreement.

     (b)  Description of Pledged Collateral .

     The Pledged Collateral is described as follows:

          (i) all right, title and interest of each Pledgor as a holder (whether now or in the future) of (y) Capital Stock of any (A) Material Pledged Subsidiary, and (B) other Subsidiary that is not a Material Pledged Subsidiary, whether such Capital Stock is represented by a certificate or not, or acquired hereafter or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z), collectively, the “ Subsidiary Capital Stock ”); provided that in no event shall more than 66% of the total outstanding Excluded Foreign Subsidiary Voting Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder.

          (ii) all right, title and interest of each Pledgor in any Unencumbered Loans (including, without limitation, the CapitalSource Securitization Notes, the CapitalSource Repurchased Securitization Notes and any debt securities of the type referred to in clause (d) of the definition of Available Assets) , including, but not limited to, (x) all promissory notes, instruments or chattel paper issued in connection with such Unencumbered Loans (whether now owned or existing or owned or arising hereafter) and held by such Pledgor at any time (the “ Pledged Notes ”), (y) any Capital Stock issued in connection with such Unencumbered Loans and held by such Pledgor, whether such Capital Stock is represented by a certificate or not, or any warrants to purchase or depository shares or other rights in respect of any such Capital Stock, and (z) all shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents evidencing or representing the Capital Stock referred to in the preceding clause (y) (the Pledged Collateral listed in clauses (y) and (z) and together with the Subsidiary Capital Stock, collectively, the “ Pledged Capital Stock ”)

          (iii) all right, title and interest of each Pledgor in and to all present and future payments, Proceeds, dividends, distributions, instruments, compensation, property, assets, interests and rights in connection with or related to the Pledged Collateral of such Pledgor listed in clauses (i) through (ii) above, and all monies due or to become due and payable to such Pledgor in connection with or related to such collateral or otherwise paid, issued or distributed from time to time in respect of or in exchange therefor, and any certificate, instrument or other document evidencing or representing the same (including, without limitation, all proceeds of dissolution or liquidation); and

          (iv) to the extent not covered by clauses (i) through (iii) above, all Proceeds of all of the foregoing, of every kind, and all Proceeds of such Proceeds.

               Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver

additional Capital Stock or promissory notes or other interests to the Collateral Custodian as collateral security for the Secured Obligations. Upon such pledge and delivery to the Collateral Custodian, such additional Capital Stock or promissory notes or other interests shall be deemed to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedules 2(a) and (b) are amended to refer to such additional Pledged Collateral.

     3.  Security for Secured Obligations . The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for (i) in the case of the Pledgors other than CS International, the Credit Party Obligations and (ii), in the case of CS International, to secure the payment and performance of the Guaranteed Obligations (including, in the case of the preceding clauses (i) and (ii), but not limited to, all expenses and charges, legal and otherwise, incurred by the Administrative Agent and/or the Lenders in collecting or enforcing any of the applicable Credit Party Obligations or in realizing on or protecting any security therefor, including without limitation the security granted hereunder, pursuant to Section 9.5 of the Credit Agreement) and any fees, costs or expenses incurred by the Collateral Custodian in connection with its collateral custodian activities pursuant to this Pledge Agreement (including but not limited to, the Collateral Custodian Fee) howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, whether now existing or hereafter incurred (the “ Secured Obligations ”).

     4.  Delivery of the Pledged Collateral; Perfection of Security Interest . Each Pledgor hereby agrees that:

          (a)  Delivery of Certificates and Instruments to Custodian . Such Pledgor shall, or shall cause the Servicer, as applicable, to deliver the Custodian Pledged Collateral to the Collateral Custodian (in each case, subject to the limitations set forth in Section 2 above) (i) on or prior to January 15, 2009, all original shares of stock, membership interest certificates, partnership certificates, other certificates, instruments, promissory notes and other documents evidencing or representing the Core Collateral owned by such Pledgor, (ii) on or prior to January 15, 2009, the Required Asset Documents (including, but not limited to, an electronic file (in EXCEL or a comparable format) that contains the related Asset List or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Asset) and the Asset Files with respect to all Loans included in the Core Collateral, (iii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other original shares of stock, membership interest certificates, partnership certificates, other certificates, instruments, promissory notes and other documents constituting Core Collateral owned by a Pledgor, and (iv) promptly upon the receipt of any additional Custodian Pledged Collateral by or on behalf of a Pledgor, the Required Asset Documents (including, but not limited to, an electronic file (in EXCEL or a comparable format) that contains the related Asset List or that otherwise contains the Asset identification number and the name of the Obligor with respect to each related Asset) and Asset Files with respect to such additional Custodian Pledged Collateral. Prior to delivery to the Collateral Custodian, all such original shares of stock, membership interest certificates, partnership certificates, other certificates, instruments, promissory notes and other documents constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the Administrative Agent pursuant hereto. All such original shares of stock, membership interest certificates, partnership certificates, other certificates, instruments, promissory notes and other

documents shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) .

          (b)  Additional Securities . If such Pledgor shall receive by virtue of its being or having been the owner of any Core Collateral constituting Subsidiary Capital Stock, any (i) shares of stock, membership interest certificates, partnership certificates, other certificates, instruments or other documents, including without limitation, any certificates, instruments or other documents representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of Capital Stock, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Core Collateral or otherwise; (iii) dividends paid in Capital Stock; or (iv) distributions of Capital Stock or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Custodian, in the exact form received accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto, to be held Collateral Custodian, as Pledged Collateral and as further collateral security for the Secured Obligations.

          (c)  Financing Statements . Each Pledgor hereby authorizes the Administrative Agent and the Collateral Custodian to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Pledged Collateral as “all personal property” or “all assets” of such Pledgor or that describes the Pledged Collateral in some other manner as the Administrative Agent deems necessary or advisable. Each Pledgor shall also execute and deliver to the Administrative Agent or, with respect to the Custodian Pledged Collateral, the Collateral Custodian, as applicable, and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may request) and do all such other things as the Administrative Agent may deem reasonably necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder are perfected, including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate jurisdictions, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. The Collateral Custodian shall not be under any obligation to monitor the sufficiency of any financing statement or the need to file any continuation statement in connection therewith. The Collateral Custodian shall not be obligated to file any financing statement or continuation statement.

          (d)  Provisions Relating to Uncertificated Securities, Securities Entitlements and Securities Accounts . With respect to any Uncertificated Securities Available Assets, (a) not later than February 17, 2009 (or such later date as may be permitted by the Administrative Agent), the applicable Securities Intermediary shall enter into, an agreement with the Administrative Agent granting Control to the Administrative Agent over such Uncertificated Securities Available Assets , such agreement to be in form and substance reasonably satisfactory to the Administrative Agent and (b) the Administrative Agent shall be entitled, upon the occurrence and during the continuance of an Event of Default, to notify the applicable issuer of the Uncertificated Security or the applicable Securities Intermediary that it should follow the instructions or the Entitlement Orders, respectively, of the Administrative Agent and no longer follow the instructions or the Entitlement Orders, respectively, of the applicable Pledgor. Upon receipt by a Pledgor of notice from a Securities Intermediary of its intent to terminate the Securities Account of such Pledgor held by such Securities Intermediary, prior to the termination of such Securities Account the Uncertificated Securities Available Assets in such Securities Account shall be (i) transferred to a new Securities Account, upon the request of the Administrative Agent, which shall be subject to a control agreement as provided above or (ii) transferred to an account held by the Administrative Agent (in which it will be held until a new Securities Account is established).

     5.  Collateral Custodian .

     (a)  Designation of Collateral Custodian.

          (i)  Initial Collateral Custodian . The role of collateral custodian with respect to the Required Asset Documents shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 5(a) .

          (ii)  Successor Collateral Custodian . Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the Administrative Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 5(e) , the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.

     (b)  Duties of Collateral Custodian.

          (i)  Appointment . The Administrative Agent hereby appoints Wells Fargo to act as Collateral Custodian, for the benefit of the Administrative Agent, as agent for the Lenders. The Collateral Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein.

          (ii)  Duties . Until its removal pursuant to Section 5(e) , the Collateral Custodian shall perform on behalf of the Administrative Agent and the Lenders, the following duties and obligations:

     (A) The Collateral Custodian shall take and retain custody of the Required Asset Documents delivered by any Pledgor in accordance with the terms and conditions of this Pledge Agreement, all for the benefit of the Lenders and subject to the Lien thereon in favor of the Administrative Agent as agent for the Lenders. Within five Business Days of its receipt of any Required Asset Documents, the Collateral Custodian

shall review such Required Asset Documents to confirm that (A) such Required Asset Documents, to the extent indicated on the Asset Checklist, have been executed and, on their face, have no missing or mutilated pages, (B) any UCC and other filings (as set forth on the Asset Checklists) are contained in the Asset File and have a file stamp set forth thereon, (C) a certificate of insurance (as set forth on the Asset Checklist) is contained in the Asset File, and (D) the related Original Principal Balance, Asset identification number and Obligor name with respect to such Asset is referenced on the related Asset List and is not a duplicate Asset (collectively, the “ Review Criteria ”). In order to facilitate the foregoing review by the Collateral Custodian, in connection with each delivery of Required Asset Documents hereunder to the Collateral Custodian, the Servicer shall provide to the Collateral Custodian an electronic file (in EXCEL or a comparable format) that contains the Asset Checklist and the related Asset List that otherwise contains the Asset identification number, the Original Principal Balance and the name of the Obligor with respect to each related Asset. At the conclusion of such review, the Collateral Custodian shall deliver a receipt in the form attached hereto as Exhibit 5(b) . The Servicer and the related Pledgor shall use commercially reasonable efforts to correct any non-compliance with a Review Criteria identified on such receipt. Two times each calendar month, the Collateral Custodian shall deliver to the Servicer and the Administrative Agent an exception report identifying, with particularity, each Asset and each of the applicable Review Criteria that such Asset fails to satisfy. In addition, if requested in writing by the Servicer and approved by the Administrative Agent or as otherwise directed by the Administrative Agent within ten Business Days of the Collateral Custodian’s delivery of such exception report, the Collateral Custodian shall return any Asset which fails to satisfy a Review Criteria to the applicable Person. Other than the foregoing, the Collateral Custodian shall not have any responsibility for reviewing any Required Asset Documents.

     (B) In taking and retaining custody of the Required Asset Documents, the Collateral Custodian shall be deemed to be acting as the agent of the Administrative Agent and the Lenders; provided that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Required Asset Documents or the instruments therein; and provided further that, the Collateral Custodian’s duties as agent shall be limited to those expressly contemplated herein.

     (C) All Required Asset Documents kept by the Collateral Custodian shall be kept in fire resistant vaults, rooms or cabinets at the locations specified on Schedule 5(b) attached hereto, or at such other office as shall be specified to the Administrative Agent by the Collateral Custodian in a written notice delivered at least forty-five (45) days prior to such change. All Required Asset Documents shall be electronically tracked and maintained in such a manner so as to permit retrieval and access. All notes and Loan Registers included in the Pledged Collateral shall be clearly electronically or physically segregated from any other documents or instruments maintained by the Collateral Custodian. At the reasonable request of the Administrative Agent, the Initial Borrower shall promptly (and in any event within ten (10) Business Days) deliver to the Administrative Agent copies of all Asset Files that have not been segregated.

     (D) In performing its duties, the Collateral Custodian shall use the same degree of care and attention as it employs with respect to similar collateral that it holds as collateral custodian.

     (c)  Merger or Consolidation.

     Any Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this Pledge Agreement without further act of any of the parties to this Pledge Agreement.

     (d)  Collateral Custodian Compensation.

     As compensation for its collateral custodian activities hereunder, the Collateral Custodian shall be entitled to a custodial fee (the “ Collateral Custodian Fee ”) pursuant to a separate fee letter with the Servicer. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fee shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 5(e) or (ii) the termination of this Pledge Agreement.

     (e)  Collateral Custodian Removal.

     The Collateral Custodian may be removed, with cause (or, following the occurrence and during the continuance of a Default or Event of Default, without cause), by the Administrative Agent by notice given in writing to the Collateral Custodian (the “ Collateral Custodian Termination Notice ”); provided that, notwithstanding its receipt of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed, has agreed to act as Collateral Custodian hereunder, and has received all Required Asset Documents held by the previous Collateral Custodian.

     (f)  Limitation on Liability.

     (i) The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram, electronic mail or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or (b) the verbal instructions of any designated officer of the Administrative Agent.

     (ii) The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

     (iii) The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct or grossly negligent performance or omission of its duties and in the case of its negligent performance of its duties in taking and retaining custody of the Required Asset Documents.

     (iv) The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Pledge Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Custodian Pledged Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Pledge Agreement) of any of the Custodian Pledged Collateral. The Collateral Custodian shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

     (v) The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Pledge Agreement and no covenants or obligations shall be implied in this Pledge Agreement against the Collateral Custodian.

     (vi) The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.

     (vii) It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Custodian Pledged Collateral.

     (viii) The Collateral Custodian shall be under no responsibility or duty with respect to the disposition of any Asset Files while such Asset Files are not in its possession.

     (ix) The Collateral Custodian may rely upon the validity of documents delivered to it, without investigation as to their authenticity or legal effectiveness,.

     (x) The Collateral Custodian shall not be responsible to the Pledgors, the Administrative Agent, the Servicer or any other party for recitals, statements or warranties or representations of the Pledgors contained herein or in any document, or be bound to ascertain or inquire as to the performance or observance of any of the terms of this Pledge Agreement or any other agreement on the part of any party, except as may otherwise be specifically set forth herein.

     (xi) The Collateral Custodian is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm or corporation, except only such notices or instructions as are herein provided for and orders or process of any court entered or issued with or without jurisdiction. If any

property subject hereto is at any time attached, garnished or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part hereof, then and in any of such events the Collateral Custodian is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree with which it is advised by legal counsel of its own choosing is binding upon it, and if it complies with any such order, writ, judgment or decree it shall not be liable to any other party hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

     (xii) The Initial Borrower shall indemnify and hold the Collateral Custodian harmless from and against all claims, liabilities, damages, losses, fees (including reasonable out-of-pocket attorney’s fees and expenses) and costs and expenses incurred by the Collateral Custodian as a result of the entering into and performance of its duties hereunder, unless such claims, liabilities, damages, loss, fees, costs and expenses shall arise from the Collateral Custodian’s gross negligence or willful misconduct. The Collateral Custodian’s rights to indemnification shall survive the termination of this Pledge Agreement.

     (g)  The Collateral Custodian Not to Resign.

     The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except for the failure of the Servicer to pay the Collateral Custodian Fee or upon the Collateral Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Collateral Custodian shall be evidenced by an opinion of counsel, in form and substance satisfactory to the Administrative Agent in its sole discretion, to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian hereunder.

     (h)  Release of Documents.

          (i)  Release for Servicing . From time to time and as appropriate for the enforcement or servicing of any of the Custodian Pledged Collateral, the Collateral Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent), upon written receipt from the Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit 5(h) to release to the Servicer the related Required Asset Documents or the documents set forth in such request and receipt to the Servicer. All documents so released to the Servicer shall be held by the Servicer in trust for the benefit of the Administrative Agent in accordance with the terms of this Pledge Agreement. The Servicer shall return to the Collateral Custodian the Required Asset Documents or other such documents (i) immediately upon the request of the Administrative Agent, or (ii) when the Servicer’s need therefor in connection with such foreclosure or servicing no longer exists, unless the Asset shall

be liquidated, in which case, upon receipt of an additional request for release of documents and receipt certifying such liquidation from the Servicer to the Collateral Custodian in the form annexed hereto as Exhibit 5(h) , the Servicer’s request and receipt submitted pursuant to the first sentence of this subsection shall be released by the Collateral Custodian to the Servicer.

          (ii)  Limitation on Release . The foregoing provision respecting release to the Servicer of the Required Asset Documents and documents by the Collateral Custodian upon request by the Servicer shall be operative only to the extent that at any time the Collateral Custodian shall not have released to the Servicer active Required Asset Documents (including those requested) pertaining to more than fifteen (15) Assets at the time being serviced by the Servicer under this Pledge Agreement. Any additional Required Asset Documents or documents requested to be released by the Servicer may be released only upon written authorization of the Administrative Agent. The Collateral Custodian shall not be required to track the number of files released to the Servicer at any one time, but shall identify such files on the exception report. The limitations of this paragraph shall not apply to the release of Required Asset Documents to the Servicer pursuant to the immediately succeeding subsection.

          (iii)  Release . Upon receipt by the Collateral Custodian of the Servicer’s request for release of documents and receipt in the form annexed hereto as Exhibit 5(h) , the Collateral Custodian shall promptly release the related Required Asset Documents to the Servicer.

     (i)  Return of Required Asset Documents.

     Any Pledgor or the Servicer may, without the prior consent of the Administrative Agent, require that the Collateral Custodian return each Required Asset Document or other Custodian Pledged Collateral (a) delivered t