GUARANTY AGREEMENT

Exhibit 10.19

GUARANTY AGREEMENT

      THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of March 29, 2007, by CAPITALSOURCE INC., a Delaware corporation, having an address at c/o CapitalSource Finance LLC, 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815 (“Guarantor”), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).

W I T N E S S E T H  :

      WHEREAS, pursuant to that certain Amended and Restated Promissory Note, dated of even date herewith, executed by each of the parties set forth on Schedule I hereto (collectively, jointly and severally, “Borrower”), arid payable to the order of Lender in the original principal amount of Two Hundred Eighty Seven Million One Hundred Eighty Two Thousand Four Hundred Twenty-Two and 00/100 Dollars ($287, 182, 422.00) (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), Borrower has become indebted, and may from time to time be further indebted, to Lender with respect to a loan (“Loan”) , made pursuant to that certain Amended and Restated Loan Agreement, of even date herewith, between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), which Loan is secured by, among other things, the liens and security interests of certain mortgages, deeds of trust and/or deeds to secure debt, each dated December 1, 2006 (as the same have been or may be amended, restated, replaced, supplemented, or otherwise modified from time to time, collectively, the “Mortgages”), and further evidenced, secured or governed by other instruments and documents executed in connection with the Loan (together with the Note, the Loan Agreement and Mortgages, the “Loan Documents”); and

      WHEREAS, the Loan is an amendment and restatement of the Original Loan evidenced and secured by the Original Loan Agreement and the other Original Loan Documents; and

      WHEREAS, this Guaranty is given to induce Lender to release CSE Mortgage LLC, a Delaware limited liability company, from its obligations under that certain Guaranty Agreement dated December 1,2006, given in connection with the Original Loan;

      WHEREAS, Lender is not willing to make the Loan, or otherwise extend credit, to Borrower unless Guarantor enters into this Guaranty; and

      WHEREAS, Guarantor is the owner of a direct or indirect interest in Borrower, and Guarantor will directly benefit from Lender’s making the Loan to Borrower.

      NOW, THEREFORE, as an inducement to Lender to make the Loan to Borrower, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

ARTICLE I

NATURE AND SCOPE OF GUARANTY

      1.1 Guaranty of Obligation . Guarantor hereby irrevocably and unconditionally guarantees to Lender and its successors and assigns the payment and performance of the Guaranteed Obligations as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise. Guarantor hereby irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as a primary obligor.

      1.2 Definition of Guaranteed Obligations . (a) As used herein, the term “Guaranteed Obligations” means (i) the obligations and liabilities of Borrower to Lender for any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including reasonable attorneys’ fees and costs reasonably incurred) arising out of or in connection with any of the following, which Guaranteed Obligations shall also include events arising from and after December 1, 2006:

          (A) fraud or intentional misrepresentation by Borrower, Guarantor or any Affiliate thereof in connection with the Loan or the Original Loan;

          (B) waste by Borrower, Guarantor or any Affiliate thereof to one or more of the Individual Properties;

          (C) the gross negligence or willful misconduct of Borrower, Guarantor or any Affiliate thereof;

          (D) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto;

          (E) the removal or disposal by Borrower, Guarantor or any Affiliate of any portion of one or more of the Properties after the occurrence and during the continuance of an Event of Default;

          (F) the misappropriation or conversion by Borrower of (A) any Insurance Proceeds paid by reason of any Casualty, (B) any Awards received in connection with a Condemnation, (C) any Rents after the occurrence and during the continuance of an Event of Default, or (D) any Rents paid more than one (1) month in advance;

          (G) failure to pay charges for labor or materials or other charges incurred by the Borrower that create Liens on any portion of the Properties;

          (H) any security deposits, advance deposits or any other deposits collected by Borrower, Guarantor or any Affiliate thereof with respect to the Properties which are not delivered to Lender upon a foreclosure of the Properties or action in lieu thereof, except to the extent any such deposits were applied in accordance with the terms and conditions of any

of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

          (I) any amounts received by Borrower or any Affiliate thereof that are not deposited into the Lockbox Account to the extent required to be so deposited under the Cash Management Agreement or the Loan Agreement;

          (J) if (1) Borrower fails to permit on-site inspections of any of the Properties, subject to terms of each respective Operating Lease, upon the request of Lender or (2) Borrower fails to provide financial information concerning Borrower, Principal or Guarantor in its possession (or financial information which could be obtained by Borrower through commercially reasonable efforts) or (3) Borrower fails to provide financial information in its possession or control (or financial information which could be obtained by Borrower through commercially reasonable efforts) concerning any Operator Tenant or collections under the Operating Leases, in each case, to the extent required by and in accordance with the terms and provisions of the Loan Agreement;

          (K) any breach of the representations and warranties set forth in Section 4.1.30(a) and (b) of the Loan Agreement (except for any representation or warranty that Borrower will remain solvent, maintain adequate capital or pay its debts or liabilities as the same may become due).

Notwithstanding anything to the contrary in this Guaranty, the Loan Agreement, the Note or any of the Loan Documents, Guarantor shall be liable for the full amount of the Debt: (A) in the event of: (I) any Borrower filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (II) the filing of an involuntary petition against any Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, which is assisted, supported, aided or abetted by Borrower and/or Guarantor or with respect to which Borrower and/or Guarantor fails to contest (where good grounds exist for such contest); (III) any Borrower filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (IV) any Borrower consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for any Borrower or any material portion of any Property; or (V) any Borrower making a general assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; (B) if any Borrower fails to maintain its status as a Single Purpose Entity as required by, and in accordance with, the terms and provisions of the Loan Agreement or the other Loan Documents (except for any covenant to remain solvent, maintain adequate capital or pay its debts or liabilities as the same may become due or the additional covenant to comply with any assumptions in the Insolvency Opinion or any Additional Insolvency Opinion); (C) if Borrower fails to obtain Lender’s prior consent to any Indebtedness or voluntary Lien encumbering one or more of the Individual Properties or any material portion of one or more of the Individual Properties to the extent required by the Loan Agreement; or (D) if Borrower fails to obtain Lender’s prior consent to any Transfer to the extent required by the Loan Agreement.

(b) Notwithstanding anything to the contrary in any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim against Borrower or Guarantor for the full amount of the Debt secured by the Mortgages or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents. Notwithstanding anything to the contrary contained herein, this Guaranty is not secured by any collateral furnished by Guarantor.

      1.3 Nature of Guaranty . This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or created after any attempted revocation by Guarantor. The fact that at any time or from time to time the Guaranteed Obligations may be increased or reduced shall not release or discharge the obligation of Guarantor to Lender with respect to the Guaranteed Obligations. This Guaranty may be enforced by Lender and any subsequent holder of the Note and shall not be discharged by the assignment or negotiation of all or part of the Note.

      1.4 Guaranteed Obligations Not Reduced by Offset . The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder, shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, or any other party (except by Borrower’s or Guarantor’s performance of such obligations and then only to the extent of such performance), against Lender or against payment of the Guaranteed Obligations, whether such offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise.

      1.5 Payment By Guarantor . If all or any part of the Guaranteed Obligations shall not be punctually paid when due, whether upon demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender, and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity, or any other notice whatsoever, pay in lawful money of the United States of America, the amount due on the Guaranteed Obligations to Lender at Lender’s address as set forth herein. Such demand(s) may be made at any time coincident with or after the time for payment of all or part of the Guaranteed Obligations, and may be made from time to time with respect to the same or different items of Guaranteed Obligations. Such demand shall be deemed made, given and received in accordance with the notice provisions hereof.

      1.6 No Duty To Pursue Others . It shall not be necessary for Lender (and Guarantor hereby waives any rights which Guarantor may have to require Lender), in order to enforce the obligations of Guarantor hereunder, first to (a) institute suit or exhaust its remedies against Borrower or others liable on the Loan or the Guaranteed Obligations or any other person, (b) enforce Lender’s rights against any collateral which shall ever have been given to secure the Loan, (c) enforce Lender’s rights against any other guarantors of the Guaranteed Obligations, (d) join Borrower or any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty, (e) exhaust any remedies available to Lender against any collateral which shall ever have been given to secure the Loan, or (f) resort to any other means of obtaining

payment of the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

      1.7 Waivers . Guarantor acknowledges and consents to the provisions of the Loan Documents, and hereby waives notice of (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory notes or other documents arising under the Loan Documents or in connection with the Properties, (e) the occurrence of any breach by Borrower or an Event of Default, (f) Lender’s transfer or disposition of the Guaranteed Obligations, or any part thereof, (g) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral for the Guaranteed Obligations, (h) protest, proof of non-payment or default by Borrower and (i) any other action at any time taken or omitted by Lender, and, generally, all demands and notices of every kind in connection wiui this Guaranty, the Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guaranteed Obligations.

      1.8 Payment of Expenses . In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender all costs and expenses (including court costs and reasonable attorneys’ fees) incurred by Lender in the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

      1.9 Effect of Bankruptcy . In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief law, or any judgment, order or decision thereunder, Lender must rescind or restore any payment, or any part thereof, received by Lender in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms of this Guaranty given to Guarantor by Lender shall be without effect, and this Guaranty shall remain in full force and effect. It is the intention of Borrower and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Guarantor’s performance of such obligations and then only to the extent of such performance.

      1.10 Waiver of Subrogation, Reimbursement and Contribution . Notwithstanding anything to the contrary contained in this Guaranty, Guarantor hereby unconditionally and irrevocably waives, releases and abrogates, prior to the payment in full of the Loan and for a period of 91 days thereafter any and all rights it may now or hereafter have under any agreement, at law or in equity (including, without limitation, any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

      1.11 Borrower . The term “ Borrower ” as used herein shall include any new or successor corporation, association, partnership (general or limited), joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any interest in Borrower.

ARTICLE II

EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR’S OBLIGATIONS

     Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any common law, equitable, statutory or other rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

      2.1 Modifications