SECURITY AGREEMENT

Exhibit 10.10

SECURITY AGREEMENT

           THIS SECURITY AGREEMENT (this “ Security 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 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, collectively the “ Obligors ” and each individually as an “ Obligor ”) and (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 several banks and other financial institutions as may from time to time become parties to such Credit Agreement (individually a “ Lender ” and collectively the “ Lenders ”).

RECITALS

           WHEREAS , certain Obligors 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 Obligors, other Credit Parties, the Lenders party thereto and the Administrative Agent;

           WHEREAS , the Guarantors other than the Initial Borrower and CapitalSource International Inc. (“ CS International ”) have, pursuant to the Credit Agreement, unconditionally guaranteed the Secured Obligations (as defined below);

           WHEREAS , the Initial Borrower and CapitalSource International Inc. (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 , the Obligors are entering into Amendment No. 6 to Credit Agreement, dated as of the date hereof (“ Amendment No. 6 ”), pursuant to which the Obligors are required to grant a security interest in the Collateral (as defined below) and certain other assets;

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

           WHEREAS , each Obligor 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 Security Agreement is given by each Obligor in favor of the Administrative Agent for the ratable benefit of the Lenders to(i) in the case of the Pledgors other than CS International, to secure the payment and performance of all of the Secured Obligations and (ii) in the case of CS International, to secure the payment and performance of the Guaranteed Obligations.

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

     1.  Definitions .

     (a) Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are defined in the UCC are used herein as so defined: Accessions, Accounts, As-Extracted Collateral, Chattel Paper, Commercial Tort Claims, Consumer Goods, Control, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Homes, Proceeds, Securities Account, Securities Intermediary, Security Entitlement, Software, Supporting Obligations and Tangible Chattel Paper.

     (b) In addition, the following terms shall have the following meanings:

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

     “ Amendment No. 6 ” shall have the meaning set forth in the preamble.

     “ Assigned Agreements ” shall have the meaning set forth in Section 2.

     “ Collateral ” shall have the meaning set forth in Section 2.

     “ Control Agreements ” mean collectively, the Deposit Account Control Agreements and the Securities Account Control Agreements.

     “ Copyrights ” means any and all copyrights and copyright registrations, including, (i) the copyright registrations and recordings thereof and all applications in connection therewith, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of each Obligor’s rights corresponding thereto throughout the world.

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

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

     “ Deposit Account Control Agreement ” shall mean an agreement reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Deposit Account.

     “ Event of Default ” shall have the meaning set forth in Section 9.

     “ Excluded Collateral ” means the following: (a) Capital Stock of the Initial Borrower held as treasury stock; (b) 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 Obligor 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 Obligor 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; (c) any fixed or capital asset in which any Obligor has an interest 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 (d) 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).

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

     “ Indemnified Party ” shall have the meaning set forth in Section 10.

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

     “ Intellectual Property ” means any and all Licenses, Patents, Copyrights, Trademarks, the goodwill associated with such Trademarks, Software, trade secrets and other intellectual property rights in all jurisdictions, whether registered or not registered.

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

     “ Licenses ” means rights under or interests in any Patent, Trademark, Copyright or other Intellectual Property, including software license agreements with any other party, whether the applicable Obligor is a licensee or licensor under any such license agreement and the right to use the foregoing in connection with the enforcement of the Lenders’ rights under the Credit Documents.

     “ Obligor ” or “ Obligors ” shall have the meaning set forth in the preamble.

     “ Patents ” means patents and patent applications, including, (i) all reissues, reexaminations, divisionals, continuations, continuations-in-part, substitutions, extensions, or renewals thereof and improvements thereon, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and (iv) all of each Obligor’s rights corresponding thereto throughout the world.

     “ Software ” means “software” as such term is defined in Section 9-102(a)(75) of the UCC.

     “ Secured Obligations ” means all of the Credit Party Obligations (including, 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 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), howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several, whether now existing or hereafter incurred.

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

     “ Securities Account Control Agreement ” means a control agreement in a form reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Securities Account.

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

     “ Trademarks ” means any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks, service mark applications, and domain names, including (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue for past, present and future infringements and dilutions thereof, (iv) the goodwill of each Obligor’s business symbolized by the foregoing or connected therewith, and (v) all of each Obligor’s rights corresponding thereto throughout the world.

     “ 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 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.

     2.  Grant of Security Interest in the Collateral .

     (a) To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, owing by each Obligor, each Obligor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing security interest in any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “ Collateral ”):

     (i) all Accounts;

     (ii) all cash and Cash Equivalents;

     (iii) all Chattel Paper (including Electronic Chattel Paper);

     (iv) those certain Commercial Tort Claims of such Obligor set forth on Schedule 2(a)(iv) attached hereto (as such Schedule may be updated from time to time by such Obligor);

     (v) all Copyrights;

     (vi) all Deposit Accounts;

     (vii) all Documents;

     (viii) all Equipment;

     (ix) all Fixtures;

     (x) all General Intangibles;

     (xi) all Goods;

     (xii) all Instruments;

     (xiii) all Inventory;

     (xiv) all Investment Property;

     (xv) all Letter-of-Credit Rights;

     (xvi) all Licenses;

     (xvii) all Material Contracts and all such other agreements, contracts, leases, licenses, tax sharing agreements or hedging arrangements now or hereafter entered into by an Obligor, as such agreements may be amended or otherwise modified from time to time (collectively, the “ Assigned

Agreements ”), including without limitation, (A) all rights of an Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (B) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements, (C) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (D) the right of an Obligor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder;

     (xviii) all Payment Intangibles;

     (xix) all Patents;

     (xx) all Securities Accounts;

     (xxi) all Trademarks;

     (xxii) all Software;

     (xxiii) all Supporting Obligations;

     (xxiv) all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon;

     (xxv) all other personal property of any kind or type whatsoever owned by such Obligor; and

     (xxvi) to the extent not otherwise included, all Accessions, Proceeds and products of any and all of the foregoing.

     (b) The Obligors and the Administrative Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes continuing collateral security for (x) in the case of the Obligors other than CS International, all of the Secured Obligations and (y) in the case of CS International, all of the Guaranteed Obligations, whether now existing or hereafter arising and (ii) is not to be construed as a present assignment of any Intellectual Property.

     (c) Notwithstanding anything to the contrary contained in clause (a) above, the security interest created by this Security Agreement shall not extend to and the term “Collateral” shall not include (i) any Excluded Collateral or (ii) any the Pledged Collateral (as defined in the Pledge Agreement) in which the Administrative Agent has been granted a perfected security interest pursuant to the Pledge Agreement.

     (d) Notwithstanding anything herein or in any other Credit Document to the contrary, the maximum liability under this Security Agreement and under the other Credit

Documents of each Obligor shall not exceed an amount equal to the largest amount that would not render such Obligor’s obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or any equivalent provision of the law of any state.

     3.  Provisions Relating to Accounts, Contracts and Agreements .

     (a) Anything herein to the contrary notwithstanding, each of the Obligors shall remain liable under each of its Accounts, contracts and agreements to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise to each such Account or the terms of such contract or agreement. Neither the Administrative Agent nor any Lender shall have any obligation or liability under any Account (or any agreement giving rise thereto), contract or agreement by reason of or arising out of this Security Agreement or the receipt by the Administrative Agent or any Lender of any payment relating to such Account, contract or agreement pursuant hereto, nor shall the Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto), contract or agreement, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

     (b) The Administrative Agent hereby authorizes the Obligors to collect the Accounts; provided , that the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuation of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuation of an Event of Default, any payments of Accounts, when collected by the Obligors (i) shall be forthwith (and in any event within two (2) Business Days) deposited by the Obligors in a collateral account in which the Administrative Agent maintains Control, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 11 hereof, and (ii) until so turned over, shall be held by the Obligors in trust for the Administrative Agent and the Lenders, segregated from other funds of the Obligors.

     (c) At any time and from time to time, subject to the limitations set forth in this clause (c) and Section 5.5 of the Credit Agreement, the Administrative Agent shall have the right, but not the obligation, to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and the Obligors shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. Upon the Administrative Agent’s request following the occurrence and during the continuation of an Event of Default and at the expense of the Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. Following the occurrence and during the continuation of an Event of Default,

the Administrative Agent in its own name or in the name of others may communicate with account debtors on the Accounts to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Accounts.

     4.  Representations and Warranties . Each Obligor hereby represents and warrants to the Administrative Agent, for the benefit of the Lenders, that so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document is in effect and until all Commitments shall have been terminated:

     (a) Chief Executive Office; Books & Records; Legal Name; State of Formation . As of the date hereof, each Obligor’s chief executive office and chief place of business are (and for the prior twelve (12) months has been) located at the locations set forth on Schedule 4(a) , and as of the date hereof, each Obligor keeps its books and records at such locations. As of the date hereof, each Obligor’s exact legal name is as shown in this Security Agreement and its state of incorporation or organization is (and for the prior twelve (12) months has been) the location set forth on Schedule 4(a) . Except for the changes described on Schedule 4(a) , no Obligor has in the twelve (12) months preceding date hereof changed its name, been party to a merger or consolidation..

     (b) Intentionally Omitted .

     (c) Intentionally Omitted .

     (d) Ownership . Each Obligor is the legal and beneficial owner of its Collateral.

     (e) Security Interest/Priority . This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing, shall constitute a valid first priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing a financing statement under the UCC of the jurisdiction of organization of such Obligor, free and clear of all Liens except for Permitted Liens.

     (f) Consents . Except for (i) the filing or recording of UCC financing statements and/or (ii) the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office and applicable foreign intellectual property offices, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required (A) for the grant by such Obligor of the security interest in the Collateral granted hereby or for the execution, delivery or performance of this Security Agreement by such Obligor or (B) for the perfection of such security interest.

     (g) Types of Collateral . None of the Collateral consists of, or is the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber (as such term is used in the UCC).

     (h) Intentionally Omitted .

     (i) Intentionally Omitted .

     (j) Intentionally Omitted .

     (k) Intentionally Omitted .

     (l) Intentionally Omitted .

     (m) Intentionally Omitted .

     (n) Intentionally Omitted .

     (o) Binding Obligation; Perfection . This Agreement constitutes a valid and binding obligation of the Obligors enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.

     (p) Intentionally Omitted .

     5.  Covenants . Each Obligor covenants that, so long as any of the Secured Obligations (other than contingent indemnity obligations that survive termination of the Credit Documents pursuant to the stated terms thereof) remain outstanding, any Credit Document is in effect and until all Commitments shall have been terminated, such Obligor shall:

     (a) Perfection of Security Interest by Filing, Etc. Execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent its security interests hereunder are perfected, including (A) 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 state(s) or province(s), (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(a)-1 attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(a)-2 attached hereto, (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(a)-3 attached hereto and (E) with regard to non-U.S. Intellectual Property, such recordations and other filings deemed necessary or desirable by the Administrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder, provided , however , that so long as no Default or Event of Default shall have occurred and be continuing, the

perfection obligations of the Obligors pursuant to this Security Agreement shall be limited to such actions as are necessary or desirable to perfect security interests by the filing of a financing statement in the jurisdiction of each Obligor’s location (as defined in §9-307 of the UCC). Each Obligor hereby authorizes the Administrative Agent (at such Obligor’s expense) 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 Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Administrative Agent deems necessary or advisable.

     (b) Intentionally Omitted .

     (c) Perfection of Security Interest Through Control . If any Collateral shall consist of Deposit Accounts or Securities Accounts, execute and deliver (and, with respect to any Collateral consisting of a Securities Account, cause the Securities Intermediary to execute and deliver) to the Administrative Agent all Control Agreements, assignments, instruments or other documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral; provided , however , that the Administrative Agent agrees to not deliver any notice of exclusive control or take any other similar action until an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained herein, Control Agreements shall not be required for (i) Deposit Accounts used solely and exclusively for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of employees and, to the extent consistent with past practice and in the ordinary course of business, contractors of the Initial Borrower and its Subsidiaries, (ii) the proceeds in any deposit account that have been pledged to a Financing Agent (as defined in the Lockbox Agreement) pursuant to the Lockbox Agreement or (iii) any immaterial Deposit Accounts; provided , that the aggregate balance in (A) all Deposit Accounts and Securities Accounts of the Obligors not subject to a Control Agreement and (B) all unrestricted cash in accounts of Subsidiaries that are not Obligors shall at all times be less than $10,000,000 plus any amounts that are inadvertently or mistakenly deposited in, or transferred to, any such accounts by a third Person and which are promptly (and, in any event, within three Business Days) deposited or transferred to a Deposit Account or a Securities Account subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. Notwithstanding anything to the contrary contained herein, the Obligors shall not be required to deliver any Control Agreements to the Administrative Agent prior to February 17, 2009.

     (d) Other Liens . Keep the Collateral free from all Liens, except for Permitted Liens. Neither the Administrative Agent nor any Lender authorizes any Obligor to, and no Obligor shall, sell, exchange, transfer, assign, lease or otherwise dispose of the Collateral or any interest therein, except as permitted under the Credit Agreement.

     (e) Preservation of Collateral . Except as could not reasonably be expected to have a Material Adverse Effect, keep the Collateral in good order, condition and repair in all material respe