NOTE PURCHASE AGREEMENT

Exhibit 10.72

Execution Copy

NOTE PURCHASE AGREEMENT

among

CAPITALSOURCE FUNDING VII TRUST,
as Issuer

CS FUNDING VII DEPOSITOR LLC,
as Depositor

CAPITALSOURCE FINANCE LLC,
as Loan Originator

and

CITIGROUP GLOBAL MARKETS REALTY CORP.,
as Purchaser

Dated as of April 19, 2007

COMMERCIAL LOAN BACKED NOTES

TABLE OF CONTENTS

NOTE PURCHASE AGREEMENT

          NOTE PURCHASE AGREEMENT dated as of April 19, 2007 (as amended, supplemented and otherwise modified from time to time, the “Note Purchase Agreement”), among CapitalSource Funding VII Trust (the “Issuer”), CS Funding VII Depositor LLC (the “Depositor”), CapitalSource Finance LLC (“CapitalSource”) and Citigroup Global Markets Realty Corp. (“Citigroup,” and in its capacity as Purchaser hereunder, the “Purchaser”).

          The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Certain Defined Terms . Capitalized terms used herein without definition shall have the meanings set forth in the Indenture and the Sale and Servicing Agreement (as defined below). Additionally, the following terms shall have the following meanings:

          “ Closing ” shall have the meaning set forth in Section 2.01.

          “ Closing Date” shall have the meaning set forth in Section 2.01.

          “ Commitment Fee ” shall have the meaning set forth in the Lender Fee Letter.

          “ Confidential Information ” means all marketing information, financial information, terms sheets and other information concerning the transactions contemplated thereby, prepared by the Purchaser and its Affiliates.

          “ Eligible Loan ” shall have the meaning set forth in the Sale and Servicing Agreement.

          “ Depositor ” means CS Funding VII Depositor LLC, a Delaware limited liability company, in its capacity as depositor under the Sale and Servicing Agreement, or any successor in interest thereto.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Governmental Actions ” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rules.

          “ Governmental Authority ” means the United States of America, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the applicable Person.

          “ Governmental Rules ” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

          “ Indemnified Party ” means the Purchaser and any of its officers, directors, employees, agents, representatives, assignees and Affiliates and any Person who controls the Purchaser or its Affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

          “ Indenture ” means the Indenture dated as of April 19, 2007 among the Issuer as Issuer and Wells Fargo Bank, National Association as Indenture Trustee as the same may be amended and supplemented from time to time.

          “ Investment Company Act ” shall have the meaning provided in Section 5.01(i).

          “ Lien ” means, with respect to any asset, (a) any mortgage, lien, pledge, charge, security interest, hypothecation, option or encumbrance of any kind in respect of such asset or (b) the interest of a vendor or lessor under any conditional sale agreement, financing lease or other title retention agreement relating to such asset.

          “ Loan Originator ” means CapitalSource, as originator of the Loans.

          “ Maximum Note Principal Balance ” means an amount equal to One Billion Two Hundred Fifty Million Dollars ($1,250,000,000), (provided that from and after the first Business Day following the Purchaser’s receipt prior to 2:00 p.m. New York City time of a written notice from the Issuer requesting an increase of the Maximum Note Principal Balance to One Billion Five Hundred Million Dollars ($1,500,000,000), the Maximum Note Principal Balance shall be increased to One Billion Five Hundred Million Dollars ($1,500,000,000).

          “ Note ” means the promissory note in an aggregate principal amount of up to One Billion Five Hundred Million Dollars ($1,500,000,000), executed by the Issuer in favor of the Purchaser.

          “ Purchaser ” means the Purchaser and its successors and assigns.

          “ Purchased Notes ” means the CapitalSource Funding VII Trust Commercial Loan Backed Notes issued by the Issuer pursuant to the Indenture.

          “ Sale and Servicing Agreement ” means the Sale and Servicing Agreement dated as of April 19, 2007, among the Issuer, the Depositor, the Loan Originator, the Servicer and Wells Fargo Bank, National Association as Indenture Trustee, Collateral Custodian and Backup Servicer, as the same may be amended, modified or supplemented from time to time.

          “ Servicer ” means CapitalSource Finance LLC or its permitted successors and assigns.

          SECTION 1.02 Other Definitional Provisions .

          (a) All terms defined in this Note Purchase Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01, and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Note Purchase Agreement shall refer to this Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement; and Section, subsection, Schedule and Exhibit references contained in this Note Purchase Agreement are references to Sections, subsections, and Exhibits in or to this Note Purchase Agreement unless otherwise specified.

ARTICLE II

CLOSING AND PURCHASES OF
ADDITIONAL NOTE PRINCIPAL BALANCES

          SECTION 2.01 Closing . The closing (the “ Closing” ) of the execution of the Basic Documents shall take place at 10:00 a.m. at the offices of Thacher Proffitt & Wood LLP, Two World Financial Center, New York, New York 10281 on April 19, 2007, or if the conditions to closing set forth in Section 4.01 of this Note Purchase Agreement shall not have been satisfied or waived by such date, as soon as practicable after such conditions shall have been satisfied or waived, or at such other time, date and place as the parties shall agree upon (the date of the Closing being referred to herein as the “ Closing Date” ). On the Closing Date the Purchaser shall have received the Commitment Fee in immediately available funds, in accordance with the Purchaser’s wiring instructions.

          SECTION 2.02 Requests for Purchases of Additional Note Principal Balances; Reductions in Note Principal Balance . (a) At any time during the Revolving Period no later than 12:00 p.m. New York time at least one (1) Business Day prior to a proposed Transfer Date, to the extent that the aggregate outstanding Note Principal Balance of the Purchased Notes (after giving effect to the proposed purchase) is less than the Maximum Note Principal Balance, and subject to the terms and conditions hereof and in accordance with the other Basic Documents, the Issuer may request that the Purchaser purchase Additional Note Principal Balances (each such request, a “Notice of Additional Note Principal Balance”) in the form attached as Exhibit A to the Sale and Servicing Agreement. In addition, in connection with such Notice of Additional Note Principal Balance the Issuer shall deliver or cause the delivery of (i) a Borrowing Base Certificate in the form attached as Exhibit F to the Sale and Servicing Agreement, and a Loan Schedule, (ii) a copy of the S&SA Assignment executed by the Depositor and the Issuer with respect to the Eligible Loans proposed as Collateral for such Additional Note Principal Balance, (iii) a copy of the LPA Assignment executed by the Loan

Originator and the Depositor and (iv) such additional information as may be reasonably requested by the Purchaser.

          (a) In addition, the Issuer shall or shall cause the Servicer to deliver to the Collateral Custodian (i) no later than 12:00 p.m. New York time on the Business Day prior to the Transfer Date, by facsimile transmission or in an electronic format mutually agreed upon by the Servicer and the Collateral Custodian, a copy of the duly executed original Underlying Notes of the Eligible Loans and the related Assignments of Mortgage (if any) and, if any Loans are closed in escrow, a certificate (in the form of Exhibit A) from the closing attorneys of such Eligible Loans certifying the possession of the Required Loan Documents; provided, however, notwithstanding the foregoing, the Required Loan Documents (including any UCCs included in the Required Loan Documents) shall be in the possession of the Collateral Custodian within two (2) Business Days of any related Transfer Date as to such Loans.

          On the identified Transfer Date, the Purchaser may (in the exercise of its sole and absolute discretion) purchase the Additional Note Principal Balances requested in the Notice of Additional Note Principal Balance, subject to the terms and conditions and in reliance upon the covenants, representations and warranties set forth herein and in the other Basic Documents.

ARTICLE III

TRANSFER DATES

          SECTION 3.01 Transfer Dates .

          (a) Subject to the conditions and terms set forth herein and in Section 2.06 of the Sale and Servicing Agreement with respect to each Transfer Date, the Purchaser’s purchase of Additional Note Principal Balances shall be subject to the satisfaction, as of the applicable Transfer Date, of each of the following additional conditions:

          (i) With respect to the initial Transfer Date only, the Purchaser shall have received the Commitment Fee;

          (ii) Each document required to be provided pursuant to Section 2.02 hereof shall have been provided to the Purchaser;

          (iii) Each condition set forth in Section 2.06 of the Sale and Servicing Agreement shall have been satisfied;

          (iv) Each of the representations and warranties of the Issuer, the Servicer, the Loan Originator and the Depositor made in the Basic Documents shall be true and correct as of such date (except to the extent they expressly relate to an earlier or later time);

          (v) The Issuer, the Servicer, the Loan Originator and the Depositor shall be in compliance with all of their respective covenants contained in the Basic Documents and the Purchased Notes, including, without limitation, the financial covenants contained in Section 7.01 of the Sale and Servicing Agreement;

          (vi) No Event of Default or Default shall have occurred and be continuing;

          (vii) With respect to each Transfer Date other than the initial Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignments required to be effected on such Transfer Date in accordance with the Sale and Servicing Agreement including, without limitation, the assignment of the Loans and the proceeds thereof required to be assigned pursuant to the related LPA Assignment, S&SA Assignment and the Indenture; and

          (viii) With respect to each Transfer Date following the ninetieth (90 ^th ) day of the Closing Date, the Commitment Fee shall have been paid in full.

          (b) The Purchaser shall determine in its reasonable discretion whether each of the above conditions have been met and its determination shall be binding on the parties hereto.

          (c) The price paid by the Purchaser on each Transfer Date for the Additional Note Principal Balance purchased on such Transfer Date shall be equal to the amount of such Additional Note Principal Balance, and shall be remitted not later than 5:00 p.m. New York City time on the Transfer Date by wire transfer of immediately available funds to or at the direction of the Loan Originator on behalf of the Issuer.

          (d) The Purchaser shall record on the schedule attached to the Purchased Notes, the date and amount of any Additional Note Principal Balance purchased by it; provided , that failure to make such recordation on such schedule or any error in such schedule shall not adversely affect the Purchaser’s rights with respect to its Note Principal Balance and its right to receive interest payments in respect of the Note Principal Balance actually held. Absent manifest error, the Note Principal Balance of the Purchased Notes as set forth in the Purchaser’s records shall be binding upon the parties hereto, notwithstanding any notation or record made or kept by any other party hereto.

ARTICLE IV

CONDITIONS PRECEDENT

          SECTION 4.01 Closing Subject to Conditions Precedent . The Closing of the Basic Documents is subject to the satisfaction at the time of the Closing of the following conditions (any or all of which may be waived by the Purchaser in its sole discretion):

          (a) Payment of Commitment Fee . The Purchaser shall have received the full amount of the Commitment Fee, in immediately available funds, in accordance with the Purchaser’s wiring instructions.

          (b) Performance by the Issuer, the Depositor, the Servicer and the Loan Originator . All the terms, covenants, agreements and conditions of the Basic Documents to be complied with and performed by the Issuer, the Depositor, the Servicer and the Loan Originator

on or before the Closing Date shall have been complied with and performed in all material respects.

          (c) Representations and Warranties . Each of the representations and warranties of the Issuer, the Depositor, the Servicer and the Loan Originator made in the Basic Documents shall be true and correct in all material respects as of the Closing Date (except to the extent they expressly relate to an earlier or later time).

          (d) Officer’s Certificate . The Purchaser shall have received in form and substance reasonably satisfactory to the Purchaser an Officer’s Certificate from the Loan Originator, the Depositor and the Servicer and a certificate of an Authorized Officer of the Issuer, dated the Closing Date, certifying to the satisfaction of the conditions set forth in the preceding paragraphs (b) and (c).

          (e) Opinions of Counsel to the Issuer, the Loan Originator, the Servicer and the Depositor . Counsel to the Issuer, the Loan Originator, the Servicer and the Depositor shall have delivered to the Purchaser opinions, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchaser and its counsel. In addition to the foregoing, the Loan Originator shall have caused its counsel to deliver to the Purchaser an opinion to the effect that the Issuer will not be treated as an association (or publicly traded partnership) taxable as a corporation or as a taxable mortgage pool, for federal income tax purposes.

          (f) Opinions of Counsel to the Indenture Trustee . Counsel to the Indenture Trustee shall have delivered to the Purchaser a favorable opinion, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchaser and its counsel.

          (g) Opinions of Counsel to the Owner Trustee . Delaware counsel to the Owner Trustee of the Issuer shall have delivered to the Purchaser favorable opinions regarding the formation, existence and standing of the Issuer and of the Issuer’s execution, authorization and delivery of each of the Basic Documents to which it is a party and such other matters as the Purchaser may reasonably request, dated as of the Closing Date and reasonably satisfactory in form and substance to the Purchaser and its counsel.

          (h) Filings and Recordations . Within ten (10) days of the Closing Date and on or prior to each Transfer Date, the Purchaser shall have received evidence reasonably satisfactory to it of (i) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignment by the Loan Originator to the Depositor of the Loan Originator’s ownership interest in the Trust Estate including, without limitation, the Eligible Loans conveyed pursuant to the Loan Sale Agreement and the proceeds thereof, (ii) the completion of all recordings, registrations and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the assignment by the Depositor to the Issuer of the Depositor’s ownership interest in the Collateral including, without limitation, the Loans, the Loan Collateral and the proceeds thereof, (iii) the completion of all recordings, registrations, and filings as may be necessary or, in the reasonable opinion of the Purchaser, desirable to perfect or evidence the grant of a first priority perfected security interest in the Issuer’s ownership interest in the Collateral including, without limitation, the Loans, in favor of the Indenture Trustee, subject to no Liens prior to the Lien of the

Indenture, and (iv) evidence satisfactory to the Purchaser of the transfer of the Required Equity Contribution by the Depositor to the Issuer.

          (i) Documents . The Purchaser shall have received a duly executed counterpart of each of the Basic Documents, in form acceptable to the Purchaser, the Purchased Notes and each and every document or certification delivered by any party in connection with any of the Basic Documents or the Purchased Notes, and each such document shall be in full force and effect.

          (j) Actions or Proceedings . No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation of, or to invalidate, any of the transactions contemplated by the Basic Documents, the Purchased Notes and the documents related thereto in any material respect.

          (k) Approvals and Consents . All Governmental Actions of all Governmental Authorities required with respect to the transactions contemplated by the Basic Documents, the Purchased Notes and the documents related thereto shall have been obtained or made.

          (l) Accounts . The Purchaser shall have received evidence reasonably satisfactory to it that each Trust Account has each been established in accordance with the terms of the Sale and Servicing Agreement.

          (m) Reserved .

          (n) Other Documents . The Issuer, the Loan Originator, the Depositor and the Servicer shall have furnished to the Purchaser such other opinions, information, certificates and documents as the Purchaser may reasonably request.

          (o) Proceedings in Contemplation of Sale of Purchased Notes . All actions and proceedings undertaken by the Issuer, the Loan Originator, the Depositor and the Servicer in connection with the issuance and sale of the Purchased Notes as herein contemplated shall be satisfactory in all respects to the Purchaser and its counsel.

          (p) Financial Covenants . The Loan Originator shall be in compliance with the financial covenants set forth in Section 7.01 of the Sale and Servicing Agreement.

          If any condition specified in this Section 4.01 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Purchaser by notice to the Loan Originator at any time at or prior to the Closing Date, and the Purchaser shall incur no liability as a result of such termination.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF
THE ISSUER AND THE DEPOSITOR

          SECTION 5.01 Representations and Warranties . The Issuer and the Depositor hereby jointly and severally make the following representations and warranties to the Purchaser, as of the Closing Date, and as of each Transfer Date, and the Purchaser shall be

deemed to have relied on such representations and warranties in making purc