Common use of Provisions Relating to Uncertificated Securities, Securities Entitlements and Securities Accounts Clause in Contracts

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 Collateral Agent), the applicable Securities Intermediary shall enter into, an agreement with the Collateral Agent granting Control to the Collateral Agent over such Uncertificated Securities Available Assets, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent, (b) promptly, and in any event not later than 45 days after the date of this Pledge Agreement, the following Pledgors shall deliver duly executed amended control agreements with the applicable Securities Intermediary with respect to the Securities Accounts owned by CapitalSource Finance LLC and CSE Mortgage LLC and (c) the Collateral 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 Collateral Agent and no longer follow the instructions or the Entitlement Orders, respectively, of the applicable Pledgor; provided that upon the occurrence of a Collateral Agent Resignation Event, the applicable Pledgor shall (i) use commercially reasonable efforts to assign any control agreement existing on the date of the Collateral Agent Resignation Event to the replacement Collateral Agent or replace any such control agreement and (ii) with respect to any securities accounts established on or after a Collateral Agent Resignation Event, not deposit Uncertificated Securities Available Assets into such account unless a control agreement has been entered into with respect thereto. 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 (x) transferred to a new Securities Account, upon the request of the Collateral Agent, which shall be subject to a control agreement as provided above or (y) transferred to an account held by the Collateral Agent (in which it will be held until a new Securities Account is established); provided further, that the obligations set forth in this sentence shall be limited to using commercially reasonable efforts on or after the occurrence of a Collateral Agent Resignation Event.

Provisions Relating to Uncertificated Securities, Securities Entitlements and Securities Accounts. The Pledgors shall promptly notify the Administrative Agent of any Pledged Collateral consisting of an Uncertificated Security or a Securities Entitlement or any Pledged Collateral held in a Securities Account. With respect to any Uncertificated Securities Available Assetssuch Pledged Collateral, (ai) not later than February 17, 2009 (the applicable Pledgor and the applicable issuer of the Uncertificated Security or such later date as may be permitted by the Collateral Agent), the applicable Securities Intermediary shall enter into, into an agreement with the Collateral Administrative Agent granting Control to the Collateral Administrative Agent over such Uncertificated Securities Available AssetsPledged Collateral, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent, (b) promptly, and in any event not later than 45 days after the date of this Pledge Agreement, the following Pledgors shall deliver duly executed amended control agreements with the applicable Securities Intermediary with respect to the Securities Accounts owned by CapitalSource Finance LLC and CSE Mortgage LLC Administrative Agent and (cii) the Collateral Administrative Agent shall be entitled, upon the occurrence and during the continuance of a Default or 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, Orders of the Collateral Administrative Agent and no longer follow the instructions or the Entitlement Orders, respectively, Orders of the applicable Pledgor; provided that upon the occurrence of a Collateral Agent Resignation Event, the applicable Pledgor shall (i) use commercially reasonable efforts to assign any control agreement existing on the date of the Collateral Agent Resignation Event to the replacement Collateral Agent or replace any such control agreement and (ii) with respect to any securities accounts established on or after a Collateral Agent Resignation Event, not deposit Uncertificated Securities Available Assets into such account unless a control agreement has been entered into with respect thereto. 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 Pledged Collateral in such Securities Account shall be (xA) transferred to a new Securities Account, upon the request of the Collateral Agent, Account which shall be is subject to a control agreement as provided above or (yB) transferred to an account held by the Collateral Administrative Agent (in which it will be held until a new Securities Account is established); provided further, that the obligations set forth in this sentence shall be limited to using commercially reasonable efforts on or after the occurrence of a Collateral Agent Resignation Event.

Provisions Relating to Uncertificated Securities, Securities Entitlements and Securities Accounts. The Pledgors shall promptly notify the Administrative Agent of any Pledged Collateral consisting of an Uncertificated Security or a Security Entitlement or any Pledged Collateral held in a Securities Account with (i) a value of $50,000 or more individually or (ii) an aggregate value of $250,000 or more. With respect to any Uncertificated Securities Available Assetssuch Pledged Collateral, (ai) not later than February 17upon the request of the Administrative Agent, 2009 (the applicable Pledgor and the applicable issuer of the Uncertificated Security or such later date as may be permitted by the Collateral Agent), the applicable Securities Intermediary shall enter into, into an agreement with the Collateral Administrative Agent granting Control to the Collateral Administrative Agent over such Uncertificated Securities Available AssetsPledged Collateral, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent, (b) promptly, and in any event not later than 45 days after the date of this Pledge Agreement, the following Pledgors shall deliver duly executed amended control agreements with the applicable Securities Intermediary with respect to the Securities Accounts owned by CapitalSource Finance LLC and CSE Mortgage LLC Administrative Agent and (cii) the Collateral Administrative Agent shall be entitled, under the terms of any such control agreement described in subsection (i) above and upon the occurrence and during the continuance of a Default or 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, Orders of the Collateral Administrative Agent and no longer follow the instructions or the Entitlement Orders, respectively, Orders of the applicable Pledgor; provided that upon the occurrence of a Collateral Agent Resignation Event, the applicable Pledgor shall (i) use commercially reasonable efforts to assign any control agreement existing on the date of the Collateral Agent Resignation Event to the replacement Collateral Agent or replace any such control agreement and (ii) with respect to any securities accounts established on or after a Collateral Agent Resignation Event, not deposit Uncertificated Securities Available Assets into such account unless a control agreement has been entered into with respect thereto. Upon receipt by a Pledgor of notice from a Securities Intermediary of its intent to terminate the any Securities Account of such Pledgor held by such Securities IntermediaryIntermediary and subject to a control agreement under subsection (i) above, prior to the termination of such Securities Account the Uncertificated Securities Available Assets Pledged Collateral in such Securities Account shall be (xA) transferred to a new Securities Account, upon the request of the Collateral Agent, Account which shall be is subject to a control agreement as provided above or (yB) transferred to an account held by the Collateral Administrative Agent (in which it will be held until a new Securities Account is established); provided furtherthat it is acknowledged and agreed that, that as of the obligations set forth in this sentence shall be limited Closing Date, neither the Administrative Agent nor the Required Lenders have requested the Pledgors to using commercially reasonable efforts on or after execute and deliver any control agreement (other than the occurrence of a Collateral Agent Resignation Event.Account Agreement) with respect to any Pledged Collateral

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 Collateral Administrative Agent), the applicable Securities Intermediary shall enter into, an agreement with the Collateral Administrative Agent granting Control to the Collateral Administrative Agent over such Uncertificated Securities Available AssetsAssets , such agreement to be in form and substance reasonably satisfactory to the Collateral Agent, Administrative Agent and (b) promptly, and in any event not later than 45 days after the date of this Pledge Agreement, the following Pledgors shall deliver duly executed amended control agreements with the applicable Securities Intermediary with respect to the Securities Accounts owned by CapitalSource Finance LLC and CSE Mortgage LLC and (c) the Collateral 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 Collateral Administrative Agent and no longer follow the instructions or the Entitlement Orders, respectively, of the applicable Pledgor; provided that upon the occurrence of a Collateral Agent Resignation Event, the applicable Pledgor shall (i) use commercially reasonable efforts to assign any control agreement existing on the date of the Collateral Agent Resignation Event to the replacement Collateral Agent or replace any such control agreement and (ii) with respect to any securities accounts established on or after a Collateral Agent Resignation Event, not deposit Uncertificated Securities Available Assets into such account unless a control agreement has been entered into with respect thereto. 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 (xi) transferred to a new Securities Account, upon the request of the Collateral Administrative Agent, which shall be subject to a control agreement as provided above or (yii) transferred to an account held by the Collateral Administrative Agent (in which it will be held until a new Securities Account is established); provided further, that the obligations set forth in this sentence shall be limited to using commercially reasonable efforts on or after the occurrence of a Collateral Agent Resignation Event.