Form of Pledge Agreement



 Exhibit 10.2 
 EXHIBIT D 
 PLEDGE AND SECURITY AGREEMENT 
 THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of
            , 2006 by and between DIVIDEND CAPITAL ADVISORS GROUP LLC, a Colorado limited liability company (“Pledgor”) and DIVIDEND CAPITAL TRUST INC., a Maryland
corporation (together with its successors and assigns, “Secured Party”). 
 WHEREAS, Secured Party and Pledgor, among other
parties, have entered into a Contribution Agreement, dated as of July __, 2006 (as the same may be amended or modified in accordance with its terms, the “Contribution Agreement”), pursuant to which, among other things, Pledgor has
agreed to indemnify the Secured Party on the terms and conditions set forth in the Contribution Agreement; 
 WHEREAS, pursuant to the
Contribution Agreement, Pledgor is required to execute and deliver this Agreement and to pledge and grant a continuing security interest in the Collateral (as defined herein) as additional security for the Secured Obligations (as defined herein);
and 
 WHEREAS, all capitalized terms used herein which are not herein defined shall have the meanings ascribed to them in the Contribution
Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. DEFINITIONS 
 For the purposes of this Agreement: 
 (a) “Collateral” means (i)(a) during the period (the “Lock-Up Period”) of fifteen (15) months commencing on
the date of this Agreement, an aggregate of 15,111,111 units of limited partnership interest in Dividend Capital Operating Partnership, L.P. (the “Operating Partnership”) issued by the Operating Partnership pursuant to the
Contribution Agreement (the “OP Units”); provided, that, in the case of any spilt or combination of units or other recapitalization, the “OP Units” shall constitute the securities into which the
previously-outstanding OP Units are converted or otherwise changed, (b) during the period of nine (9) months following the end of the Lock-Up Period (the “First Follow-On Period”), the Stage 2 Collateral,
(c) during the period of twelve (12) months following the end of the First Follow-On Period (the “Second Follow-On Period”), the Stage 3 Collateral, and (d) following the end of the Second Follow-On Period, the
Stage 4 Collateral, (ii) except as provided in Section 3(a)(ii) of this Agreement, any dividends or distributions, distributions in property, returns of capital or other distributions made on or with respect to any of OP Units
constituting Collateral in clause (i)(a) above and, if applicable, in clauses (i)(b), (i)(c) and/or (i)(d) above, (iii) any money or other property paid to Secured Party pursuant to Section 3(b), (iv) any Replacement
Assurances provided pursuant to Section 4, (v) all new, substituted and/or additional units, interests, shares or other securities issued upon conversion or exchange of or by reason of any stock dividend, reclassification, readjustment,
stock split or other change declared or made with respect to the Collateral, or any warrants or any other rights, options or securities issued in respect of the Collateral, and (vi) all proceeds of the foregoing. 
 (b) “Event of Default” means (i) any failure by Pledgor to fully pay or perform one or more of its obligations pursuant to
Sections 7.3 or 8.2 of the Contribution Agreement (collectively, the 








 
“Secured Obligations”), as determined by at least a majority of all of Secured Party’s disinterested directors who are non-employee
directors, regardless of whether Secured Party has exercised its rights under Sections 7.3 or 8.2 of the Contribution Agreement except that, if the obligation is disputed in good faith by Pledgor by notice given to Secured Party before the
close of business on the tenth day after Pledgor’s receipt of notice of such determination, Pledgor shall be deemed in default only if it fails to pay or perform within ten (10) days after agreeing to do so or after being ordered to do so
by a court of competent jurisdiction pursuant to a judgment, order or decree that becomes final and non-appealable, (ii) the unenforceability of the Secured Party’s security interest in the Collateral with the priority set forth herein for
any reason whatsoever, or (iii) any material breach by Pledgor of any of its obligations under this Agreement that is not cured within ten (10) business days after Pledgor’s receipt of Secured Party’s written notice thereof.

 (c) “Stage 2 Collateral” means the assets described in Section 5.12(b) of the Contribution Agreement.

 (d) “Stage 3 Collateral” means the assets described in Section 5.12(c) of the Contribution Agreement.

 (e) “Stage 4 Collateral” means the assets described in Section 5.12(d) of the Contribution Agreement.

 2. PLEDGE OF COLLATERAL 
 (a)
As additional security for the payment and performance by Pledgor of all of the Secured Obligations and all of its obligations under this Agreement, Pledgor hereby pledges, assigns and grants to the Secured Party a first-priority security interest
in all of its right, title and interest in and to the Collateral (the “Pledge”). 
 (b) Pledgor agrees to take such actions
and to execute, deliver and file such instruments and documents, including without limitation, one or more financing statements, as Secured Party may reasonably request to perfect Secured Party’s interest in the Collateral pursuant to this
Agreement and to cause Secured Party to have a good, valid and perfected first pledge of, lien on and security interest in the Collateral, free and clear of any mortgage, pledge, lien, security interest, hypothecation, assignment, charge, right,
encumbrance or restriction (individually, “Encumbrance,” and collectively, “Encumbrances”), but subject to restrictions on resale imposed pursuant to applicable federal and state securities laws or pursuant to
Section 5.12 of the Contribution Agreement (the “Resale Restrictions”). At any time following an Event of Default, any or all of the OP Units or other securities included in the Collateral may, at the option of Secured Party
exercised in accordance with Sections 3(b) and 5(c), be registered in the names of Secured Party or in the name of its nominee. If any part of the Collateral at any time consists of securities, Pledgor shall deliver to Secured Party all
certificates relating to such Collateral within five (5) days after Pledgor’s acquisition thereof, all of which certificates shall be registered in the name of Pledgor, duly endorsed in blank or accompanied by instruments of transfer, duly
executed by Pledgor, undated and in blank, together with any documentary tax stamps and any other necessary documents. 
 3. RIGHTS OF PLEDGOR WITH
RESPECT TO THE COLLATERAL 
 (a) So long as no Event of Default shall have occurred and be continuing: 
 (i) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the Collateral,
subject to the terms hereof. 
  

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 (ii) Pledgor shall be entitled to receive and retain all regular periodic cash dividends
or distributions payable on the Collateral; provided, however, that all other dividends or distributions (including, without limitation, dividends or distributions payable in limited partnership interests or stock or upon liquidation),
distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Operating Partnership or
received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which Secured Party or the Operating Partnership may be a party or otherwise, and any and all cash
and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party
within five (5) days of the acquisition thereof and shall be considered as part of the Collateral for all purposes of this Agreement. 
 (iii) Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, powers of attorney, dividend or distribution orders, and other instruments as Pledgor may reasonably
request for the purpose of enabling Pledgor to exercise its voting and/or consensual rights and powers which Pledgor is entitled to exercise pursuant to Section 3(a)(i) and/or to receive the dividends or distributions which Pledgor is
authorized to receive and retain pursuant to Section 3(a)(ii), and Pledgor shall execute and deliver to Secured Party such instruments as may be reasonably required or may be reasonably requested by Secured Party to enable Secured Party to
receive and retain the dividends or distributions, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to Section 3(a)(ii). 
 (b) Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and
powers which Pledgor is entitled to exercise pursuant to Section 3(a)(i) and/or to receive the dividends or distributions which Pledgor is authorized to receive and retain pursuant to Section 3(a)(ii) shall cease, at the option of Secured
Party, on not less than five (5) days’ written notice to Pledgor, and all such rights shall thereupon become vested in Secured Party, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual
rights and powers and/or to receive and retain such dividends or distributions. In such case, Pledgor shall execute and deliver such documents as Secured Party may request to enable Secured Party to exercise such rights and receive such dividends or
distributions. In addition, Secured Party is hereby appointed the attorney-in-fact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions after the
occurrence and during the continuance of an Event of Default, whether in the name of Secured Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends or
distributions. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 3(b) shall be retained by Secured Party as part of the Collateral and shall be applied in accordance with
the provisions hereof. 
 4. SUBSTITUTION OF COLLATERAL 
 Pledgor may at any time propose that Secured Party accept substitute collateral in lieu of any of Pledgor’s portion of the Stage 2 Collateral, Stage 3 Collateral or Stage 4 Collateral as may be specified in
writing by Pledgor. If, in the sole judgment of Secured Party, such proposed substitute collateral (hereinafter referred to as “Replacement Assurance”) is satisfactory in form and comfort to Secured Party and affords Secured Party
protection at least equivalent to the protection afforded by Pledgor’s portion of such Stage 2 Collateral, Stage 3 Collateral or Stage 4 Collateral, then Pledgor and Secured Party shall cooperate, at Pledgor’s sole cost and expense,
to effect the substitution of such Replacement Assurances for Pledgor’s portion of the Stage 2 Collateral, Stage 3 Collateral or Stage 4 Collateral, including (i) the preparation, execution, delivery and filing of such agreements and
other documents as may be requested 

  

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by Secured Party in order to create and perfect in favor of Secured Party a perfected first-priority security interest in the Replacement Assurance, and
(ii) execution and delivery of such documents as may be necessary to release Secured Party’s security interest in such Stage 2 Collateral, Stage 3 Collateral or Stage 4 Collateral. This Section 4 shall only apply with respect to
Stage 2 Collateral, Stage 3 Collateral and Stage 4 Collateral . 
 5. REMEDIES OF DEFAULT 
 (a) If at any time an Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a
secured party upon default under the Uniform Commercial Code as then in effect in any applicable jurisdiction and the right to exercise any right or remedy of Secured Party under the Contribution Agreement or otherwise, Secured Party (or its
nominee) shall, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 
 (i) Apply any cash held by Secured Party hereunder in the manner provided in Section 5(f); 
 (ii) If there
shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Sections 5(f)(i) and (ii), collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or sell, assign,
contract to sell or otherwise dispose of and deliver the Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker’s board, on any securities exchange or at any of Secured Party places of
business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Collateral so sold and
thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind; and 
 (iii) Upon the occurrence of
such an Event of Default, have the right, upon not less than ten (10) days’ notice to Pledgor, to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any OP Units of
the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of
Secured Party, or upon the exercise by Secured Party of any right, privilege or option pertaining to any OP Units included within the Collateral (including by exchanging such OP Units for common shares of Secured Party), and, in connection
therewith, to deposit and deliver any or all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may determine. 
 (b) In the event of a sale as aforesaid, Secured Party is authorized to, at any such sale, if it deems it advisable to do so, restrict the number of
prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they meet such suitability standards as Secured Party may deem appropriate, are purchasing for their own
account, for investment, and not with a view to the distribution or resale of the Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that
such sale may be effected in such manner as to comply with all applicable state and federal securities laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold.

 (c) (i) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Collateral at a public sale than
at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and similar other 

  

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legal restrictions, compliance with which would require such actions on the part of Pledgor, would entail such expenses, and would subject Secured Party, any
underwriter through whom the Collateral may be sold and any controlling person of any of the foregoing to such liabilities, as would make a public sale of the Collateral impractical or inadvisable. Accordingly, Pledgor hereby agrees that private
sales made by Secured Party in good faith in accordance with the provisions of Sections 5(a) or (b) may be at prices and on other terms less favorable to the seller than if the Collateral were sold at public sale, and that Secured Party
shall not have any obligation to take any steps in order to permit the Collateral to be sold at public sale, a private sale being considered or deemed to be a sale in a commercially reasonable manner. 
 (ii) Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including
any equity or right of redemption of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Secured Party shall give
Pledgor not less than ten (10) days’ written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale through an
electronic trading or quotation system, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the system, exchange or other location at which such sale is to be made and the day on which the
Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, need state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be
deemed to be reasonable notification. Notwithstanding the foregoing, all sales of the Collateral shall be subject to applicable state and federal securities laws. 
 (iii) Any such sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may
fix in the notice of such sale. At any sale the Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party may,
without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In
case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability
in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. 
 (iv) On any sale of the Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with
such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court.

 (v) It is expressly understood and agreed by Pledgor that Secured Party may proceed against all or any portion or portions
of the Collateral and all other collateral securing the Secured Obligations in such order and at such time as Secured Party, in its sole discretion, sees fit, and Pledgor hereby expressly waives any rights under the doctrine of marshalling of
assets. 
 (vi) Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed
to have been made in a commercially reasonable manner. 
 (d) Secured Party, instead of exercising the power of sale herein conferred upon
it, may proceed by a suit or suits at law or in equity to foreclose its lien or security interest arising from this 

  

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Agreement and sell the Collateral, or any portion thereof in a manner consistent with this Agreement, under a judgment or decree of a court or courts of
competent jurisdiction. 
 (e) Each of the rights, powers and remedies provided herein or now or hereafter existing at law or in equity or by
statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for herein or therein or now or hereafter existing at law or in equity or by statute or otherwise. The exercise of any
such right, power or remedy shall not preclude the simultaneous or later exercise of any or all other such rights, powers or remedies, including under the Contribution Agreement, except there shall be no duplication of recovery. No notice to or
demand on Pledgor in any case shall entitle Pledgor to any other notice or demand in similar or other circumstances. 
 (f) The proceeds of
any collection, recovery, receipt, appropriation, realization or sale as aforesaid shall be applied by Secured Party in the following order: 
 (i) First, to the payment of all costs and expenses of every kind incurred by Secured Party in connection therewith or incidental to the care, safekeeping or otherwise of any of the Collateral, including, without
limitation, reasonable fees and expenses of attorneys or other agents; 
 (ii) Second, to the payment of all other Secured
Obligations; and 
 (iii) Finally, to the payment to Pledgor of any surplus then remaining from such proceeds unless otherwise
required by law or directed by a court of competent jurisdiction. 
 (g) Notwithstanding anything to the contrary contained herein, no
provision of this Agreement shall supercede or contravene the provisions of the Contribution Agreement that provide that all OP Units surrendered in satisfaction of a Secured Obligation (including those surrendered pursuant to this Agreement) shall
be credited against any Tax Loss (as defined in the Contribution Agreement) or Loss (as defined in the Contribution Agreement), as applicable, on the basis of their Market Value (as defined in the Contribution Agreement) on the date of such
surrender. 
 6. REPRESENTATIONS, WARRANTIES AND COVENANTS OF PLEDGOR 
 (a) Pledgor represents, warrants and covenants to Secured Party that: 
 (i) Pledgor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado
and has the full legal power and authority to own the Collateral. 
 (ii) Pledgor has all requisite capacity, power and
authority, being under no legal restriction, limitation or disability, to own the Collateral. 
 (iii) Pledgor has full power
and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement has been duly and validly authorized by the board of managers of Pledgor. No other corporate
proceedings on the part of Pledgor are necessary to authorize the consummation of the transactions contemplated hereby on behalf of Pledgor. This Agreement has been duly and validly executed and delivered by Pledgor and constitutes the valid and
legally binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, except that such enforceability may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or
relating to enforcement or creditors’ rights generally and (b) general equitable principles. No consents, approvals, orders or authorizations of, or registration, declaration or filing with, any government or governmental agency is
required by or with 

  

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respect to Pledgor in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. 

(iv) Pledgor is the direct record and beneficial owner of each OP Unit comprising a portion of the Collateral. Pledgor has and will
have good, valid and marketable title to each component of the Collateral, free and clear of all Encumbrances other than the security interest created by this Agreement and the Resale Restrictions. 
 (v) The Collateral is and will be duly and validly pledged to Secured Party in accordance with law, and Secured Party has and will have a
good, valid, and perfected first lien on and security interest in the Collateral. 
 (vi) Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions contemplated hereby, by Pledgor, will (A) violate any constitution, statute, treaty, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court to which Pledgor is subject or any provision of its certificate of formation, limited liability company agreement or other organizational documents, as applicable, or (B) result in a
violation or breach of, constitute a default (or an event which, with or without notice or passage of time or both, would constitute a default) under, result in the acceleration of, create in any person the right to accelerate, terminate, modify, or
cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Pledgor is a party or by which Pledgor is bound or to which any of its assets are subject. 
 (vii) There is no action, claim, suit, proceeding or investigation pending, or to the knowledge of Pledgor, threatened or reasonably
anticipated, against or affecting Pledgor, this Agreement or the transactions contemplated hereby, before or by any court, arbitrator or governmental authority which might adversely affect Pledgor’s ability to perform its obligations under this
Agreement or might adversely affect the value of the Collateral. 
 (b) Until all Secured Obligations have been irrevocably paid and
performed in full to Secured Party, Pledgor hereby covenants that, unless Secured Party otherwise consents in advance in writing: 
 (i) Pledgor shall (A) at the request of Secured Party, execute, deliver and file any and all financing statements, continuation statements, instruments (of transfer and otherwise), and other documents necessary or desirable, in Secured
Party’s opinion, to create, perfect, preserve, validate or otherwise protect the pledge of the Collateral to Secured Party and Secured Party’s lien on and security interest in the Collateral and the first priority thereof,
(B) maintain or cause to be maintained at all times the pledge of the Collateral to Secured Party and Secured Party’s lien on and security interest in the Collateral and the first priority thereof, and (C) defend the Collateral and
Secured Party’s lien on and security interest therein and the first priority thereof against all claims and demands of all persons at any time claiming the same or any interest therein adverse to Secured Party, and pay all costs and expenses
(including, without limitation, reasonable attorneys’ fees and expenses) in connection with such defense. 
 (ii) Pledgor
shall not sell, transfer, pledge, assign or otherwise dispose of any of the Collateral or any interest therein (and the inclusion in “Collateral” of proceeds shall not be an authorization of any such sale, transfer, pledge, assignment or
other disposal), and Pledgor shall not create, incur, assume or suffer to exist any Encumbrance with respect to the Collateral or any interest therein (except pursuant hereto). 
  

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 (iii) Pledgor shall not take any action in connection with the Collateral or otherwise
which would impair the value of the interests or rights of Pledgor therein or which would impair the interests or rights of Secured Party therein or with respect thereto. 
 (iv) Pledgor shall not change its name, type of organization, jurisdiction of organization or principal address without first
(a) providing at least ten (10) days’ advance notice to Secured Party and (b) taking such actions as may be requested by Secured Party for the purpose of ensuring the continued effectiveness, perfection and priority of the
Pledge. 
 7. RESPONSIBILITIES OF SECURED PARTIES IN POSSESSION OF THE COLLATERAL 
 (a) Secured Party shall have no duty with respect to the Collateral other than the duty to use reasonable care in the custody and preservation of the
Collateral. 
 (b) Secured Party shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt,
authorization, power of attorney or other paper or document which Secured Party in good faith believes to be genuine. 
 8. PARTIAL AND COMPLETE
RETURN OF COLLATERAL; TERMINATION 
 (a) On the first Business Day following the last day of the Lock-Up Period, Secured Party shall
return to Pledgor all Collateral described in clause (i)(a) of Section 1(a) which exceeds an amount equal to the Stage 2 Collateral, and Secured Party shall release its security interest in such returned Collateral. 
 (b) On the first Business Day following the last day of the First Follow-On Period, Secured Party shall return to Pledgor all Collateral described in
clause (i)(b) of Section 1(a) which exceeds an amount equal to the Stage 3 Collateral, and Secured Party shall release its security interest in such returned Collateral. 
 (c) On the first Business Day following the last day of the Second Follow-On Period, Secured Party shall return to Pledgor all Collateral described in
clause (i)(c) of Section 1(a) which exceeds an amount equal to the Stage 4 Collateral, and Secured Party shall release its security interest in such returned Collateral. 
 (d) Following expiration of all applicable periods in Sections 8(a), 8(b) and 8(c) and promptly after the irrevocable payment in full to Secured Party of
all Secured Obligations, Secured Party shall return to Pledgor all remaining Collateral, and Secured Party shall release its security interest in such Collateral. 
 (e) The amount, if any, by which the Stage 2 Collateral exceeds $20 million, the amount, if any, by which the Stage 3 Collateral exceeds $10 million and the Stage 4 Collateral are sometimes referred to herein as the
“Hold-Over Collateral.” The Hold-Over Collateral is in all instances held in respect of, and therefore is allocable to, disputes over indemnity claims under the Contribution Agreement that remain unresolved as of the expiration of
the Lock-Up Period, the First Follow-On Period or the Second Follow-On Period, as applicable. Upon the final resolution in accordance with the Contribution Agreement of the dispute or disputes in respect of which the Hold-Over Collateral was
required to be held, to the extent the resolution of the dispute requires a payment to Secured Party of less than the amount of the Hold-Over Collateral that was allocated to that dispute, the remainder of the Hold-Over 

  

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Collateral allocated to that dispute shall be promptly released to Pledgor and Secured Party shall release its security interest in such Collateral.

 (f) Secured Party shall return any Collateral described above to Pledgor at the address of Pledgor set forth herein or at such other
address as Pledgor may have previously directed in writing. Secured Party shall not be deemed to have made any representation or warranty with respect to any Collateral returned to Pledgor, except that such Collateral is free and clear, on the date
of such return, of any and all liens, charges and encumbrances arising from Secured Party’s own acts. 
 9. ADDITIONAL ACTIONS AND DOCUMENTS

 Pledgor hereby agrees to take or cause to be taken such further actions (including, without limitation, the delivery of certificates
for all certificated securities now or hereafter comprising part of the Collateral), to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents as may be necessary or
desirable, in the reasonable opinion of Secured Party, in order to fully effectuate the purposes, terms and conditions of this Agreement, whether before, at or after the occurrence of an Event of Default. 
 10. SURVIVAL 
 It is the express intention and
agreement of the parties hereto that all covenants, agreements, statements, representations, warranties and indemnities made by Pledgor herein shall survive the execution and delivery of this Agreement. 
 11. ENTIRE AGREEMENT 
 This Agreement and the
Contribution Agreement and the exhibits and schedules thereto supersede all prior and contemporaneous discussions and agreements, both written and oral, among the parties with respect to the subject matter of this Agreement and the Contribution
Agreement and constitute the sole and entire agreement among the parties to this Agreement with respect to the subject matter of this Agreement. 
 12. NOTICES 
 All notices, demands, requests, claims and other communications under this Agreement must be in
writing. Any notice, demand, request, claim or other communication hereunder shall be deemed duly given if (and then effective three (3) Business Days after) it is sent by registered or certified mail, return-receipt requested, postage prepaid,
and addressed to the intended recipient as set forth below: 
 If to Pledgor: 
 Dividend Capital Advisors Group LLC 
 518
Seventeenth Street, Suite 1700 
 Denver, Colorado 80202 
 Attention: Evan H. Zucker 
 Facsimile: (303) 228-2200 
  

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 With a copy (which shall not constitute notice) to: 
 Paul, Weiss, Rifkind, Wharton & Garrison LLP 
 1285 Avenue of the Americas 
 New York, New York 10019-6064 
 Attention:   Edwin S. Maynard, Esq. 
 Judith R. Thoyer, Esq. 
 Facsimile: (212) 757-3990 
 If to Secured Party: 
 The Board of Directors

 Dividend Capital Trust, Inc. 
 518 Seventeenth Street, Suite 1700 
 Denver, Colorado 80202 
 Attention:   Bruce Warwick 
 Phillip Altinger 
 Facsimile: (303) 228-2200 
 With a copy (which shall not constitute notice) to: 
 Clifford Chance US LLP 
 31 West 52nd Street 
 New York, New York 10019

 Attn: John A. Healy, Esq. 
      Larry P. Medvinsky, Esq. 
 Facsimile: (212) 878-8375 
 Any party hereto may send any notice, demand, request, claim, or other communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, demand, request, claim, or other communication shall be deemed to have been duly given unless
and until it actually is received by the intended recipient. Any party hereto may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties hereto notice in the
manner herein set forth. 
 13. AMENDMENT AND WAIVERS 
 This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party to this Agreement. Any term or condition of this Agreement may be waived at any time by
the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or
condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or
otherwise afforded, will be cumulative and not alternative. 
 14. SUCCESSION AND ASSIGNMENT 
 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This
Agreement may not be assigned by Pledgor. 
  

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 15. SEVERABILITY 
 Any term or provision of this Agreement or any other agreement, document or writing given pursuant to or in connection with this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall
not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 
 16. GOVERNING LAW 
 THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD FOR THE CONFLICTS OF LAWS PRINCIPLES THEREOF. 
 17. PRONOUNS 
 All pronouns and any variations thereof in this Agreement shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identity of the person or entity may require. 
 18. HEADINGS 
 The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of
this Agreement. 
 19. COUNTERPARTS 
 This Agreement may be executed in any number of counterparts, all of which will constitute one and the same instrument. 
 [Signature
page follows.] 
  

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 IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Agreement, or has
caused this Agreement to be duly executed on its behalf, as of the day and year first above written. 
  

			
	PLEDGOR:
	
	DIVIDEND CAPITAL ADVISORS GROUP LLC, a Colorado limited liability company
		
	 By:
	 	  
		 	 Name:

		 	 Title:

	
	SECURED PARTY:
	
	 DIVIDEND CAPITAL TRUST, INC., a
 Maryland
corporation

		
	 By:
	 	  
		 	 Name:

		 	 Title:



 Pledge Agreement