Property Sales Agreement

Exhibit 10.1

COMPOSITE VERSION:
REFLECTS ALL AMENDMENTS THROUGH JUNE 30, 2009

U.S. $106,518,000

SALE AND SERVICING AGREEMENT

by and among

CSE QRS FUNDING I LLC,
as a Seller

CAPITALSOURCE FUNDING III LLC,
as a Seller

CSE MORTGAGE LLC,
as the QRS Originator

CAPITALSOURCE FINANCE LLC,
as the CSIII Originator and as the Servicer

CS EUROPE FINANCE LIMITED,
as a Guarantor

CS UK FINANCE LIMITED ,
as a Guarantor

EACH OF THE CONDUIT PURCHASERS AND THE INSTITUTIONAL
PURCHASERS FROM TIME TO TIME PARTY HERETO,
as Purchasers

EACH OF THE PURCHASER AGENTS
FROM TIME TO TIME PARTY HERETO,
as the Purchaser Agents

WACHOVIA CAPITAL MARKETS, LLC,
as the Administrative Agent and as the WBNA Agent

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Backup Servicer and as the Collateral Custodian

Dated as of May 29, 2009

SALE AND SERVICING AGREEMENT

      THIS SALE AND SERVICING AGREEMENT (such agreement as amended, modified, supplemented, restated or replaced from time to time, the “ Agreement ”) is made as of this May 29, 2009, by and among:

     (1)  CSE QRS FUNDING I LLC , a Delaware limited liability company, as a seller (together with its successors and assigns in such capacity, the “ QRS Seller ”);

     (2)  CAPITALSOURCE FUNDING III LLC , a Delaware limited liability company (as successor-in-interest to CapitalSource Funding III Inc.), as a seller (together with its successors and assigns in such capacity, the “ CSIII Seller ”, together with the QRS Seller, the “ Sellers ” and each individually, a “ Seller ”);

     (3)  CSE MORTGAGE LLC , a Delaware limited liability company (“ CSE Mortgage ”), as the originator for the QRS Seller (together with its successors and assigns in such capacity, the “ QRS Originator ”);

     (4)  CAPITALSOURCE FINANCE LLC , a Delaware limited liability company (“ CapitalSource Finance ”), as the originator for the CSIII Seller (together with its successors and assigns in such capacity, the “ CSIII Originator ”, together with the QRS Originator, the “ Originators ” and each individually, an “ Originator ”), and as the servicer (together with its successors and assigns in such capacity, the “ Servicer ”);

     (5)  CS EUROPE FINANCE LIMITED , a wholly-owned subsidiary of CapitalSource Europe Limited, incorporated in England and Wales under registered number 6340019, as a guarantor (together with its successors and assigns in such capacity, the “ Europe Guarantor ”);

     (6)  CS UK FINANCE LIMITED , a wholly-owned subsidiary of CapitalSource UK Limited, incorporated in England and Wales under registered number 6340034, as a guarantor (together with its successors and assigns in such capacity, the “ UK Guarantor ”, together with the Europe Guarantor, the “ Guarantors ” and each individually, a “ Guarantor ”);

     (7)  EACH OF THE CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO (together with their successors and assigns in such capacity, each a “ Conduit Purchaser ”);

     (8)  EACH OF THE INSTITUTIONAL PURCHASERS FROM TIME TO TIME PARTY HERETO (together with their respective successors and assigns in such capacities, each an “ Institutional Purchaser ”, and together with Conduit Purchasers, the “ Purchasers ”); and

     (9)  EACH OF THE PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO (together with its successors and assigns in such capacity, each a “ Purchaser Agent ”);

     (10)  WACHOVIA CAPITAL MARKETS, LLC , a Delaware limited liability company (together with its successors and assigns, “ WCM ”), as the administrative agent for the

Purchaser Agents hereunder (together with its successors and assigns in such capacity, the “ Administrative Agent ”), and as the Purchaser Agent for Wachovia Bank, National Association (“ WBNA ”), as an Institutional Purchaser (together with its successors and assigns in such capacity, the “ WBNA Agent ”); and

     (11)  WELLS FARGO BANK, NATIONAL ASSOCIATION (“ Wells Fargo ”), not in its individual capacity but as the backup servicer (together with its successors and assigns in such capacity, the “ Backup Servicer ”), and not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “ Collateral Custodian ”).

R E C I T A L S

      WHEREAS , the QRS Seller has acquired certain Loans from the QRS Originator pursuant to the QRS Sale Agreement;

      WHEREAS , the CSIII Seller has acquired certain Loans from the CSIII Originator pursuant to the CSIII Sale Agreement;

      WHEREAS , each Seller is prepared to grant security interests in, certain Loans and other proceeds with respect thereto to the Purchasers from time to time;

      WHEREAS , the Purchasers may, in accordance with the terms of this Agreement, purchase such Loans;

      WHEREAS , it is the intention of the parties hereto that (i) in connection with the Advance hereunder, each Seller hereby grants a security interest to the Administrative Agent, for the benefit of the Secured Parties, in all of such Seller’s right, title and interest in and to the Loans and proceeds with respect thereto, and (ii) this Agreement shall constitute a security agreement under Applicable Law, in respect of the grant described in the third Recital above, and all other security interests granted hereunder; and

      WHEREAS , all other conditions precedent to the execution of this Agreement have been complied with.

      NOW, THEREFORE, based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITION

      Section 1.1 Certain Defined Terms .

     (a) Certain capitalized terms used throughout this Agreement are defined above or in this Section 1.1 . As used in this Agreement and its schedules, exhibits and other attachments,

unless the context requires a different meaning, the following terms shall have the following meanings:

     “ 40 Act ”: Defined in Section 10.1(d) .

     “ Accrual Period ”: With respect to the Advance (or portion thereof), (i) with respect to the first Payment Date, the period from and including the Closing Date to and including the last day of the calendar month in which the Closing Date occurs and (ii) with respect to any subsequent Payment Date, the period ending on the last day of the calendar month immediately preceding the month in which the Payment Date occurs and commencing on the first (1st) day of such immediately preceding calendar month.

     “ Acquired Loan ”: A Loan that is originated by a Person other than the applicable Originator, CapitalSource Finance LLC or any of their respective Subsidiaries and acquired by such Originator in a “true sale” transaction pursuant to an acquisition agreement; provided that the foregoing shall exclude any Assigned Loan.

     “ Additional Agent ”: Each Person (together with its successors and assigns) that becomes a party to this Agreement as an Additional Agent, on behalf of any Additional Purchaser, pursuant to an Additional Purchaser Agreement.

     “ Additional Agent Fee Letter ”: Each Additional Agent Fee Letter Agreement that shall be entered into by and among the Sellers, the Servicer and such Additional Agent in connection with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ Additional Agent’s Account ”: A special account, designated by the Additional Agent in an Additional Purchaser Agreement, in the name of an Additional Agent maintained with the related Additional Purchaser.

     “ Additional Purchaser ”: Each Person (together with its successors and assigns) that becomes a party to this Agreement as an Additional Purchaser pursuant to an Additional Purchaser Agreement.

     “ Additional Purchaser Agreement ”: With respect to each Additional Purchaser, the Transferee Letter relating to such Additional Purchaser.

     “ Adjusted Balance ”: As of any date of determination, the outstanding asset balance calculated as follows:

     (a) With respect to any Defaulted Loan, the Outstanding Loan Balance of such Loan multiplied by the lesser of (i) the Recovery Rate or (ii) 100% minus the percentage equivalent of specific reserves taken by the Servicer for such Loan per the Credit and Collection Policy; provided that after such Loan is and continues to be a Defaulted Loan for one year from such date, the Adjusted Balance will be zero; and

     (b) With respect to any Loan that as of such date does not have an Eligible Risk Rating, (i) the Outstanding Loan Balance of such Loan multiplied by (ii)(1) 100% minus (2) the

percentage equivalent of specific reserves taken by the Servicer for such Loan in accordance with the Credit and Collection Policy; provided , however , that this clause (b) shall not apply to any Loan that did not have an Eligible Risk Rating on the Closing Date.

     “ Adjusted Eurodollar Rate ”: For any Accrual Period, an interest rate per annum equal to a fraction, expressed as a percentage and rounded upwards (if necessary) to the nearest 1/100 of 1%, (i) the numerator of which is equal to the LIBOR Market Index Rate for such Accrual Period and (ii) the denominator of which is equal to 100% minus the Eurodollar Reserve Percentage for such Accrual Period.

     “ Administrative Agent ”: WCM, in its capacity as administrative agent for the Purchaser Agents, together with its successors and assigns, including any successor appointed pursuant to ARTICLE XII .

     “ Advance ”: Defined in Section 2.1(b) .

     “ Advances Outstanding ”: On any day, the aggregate principal amount of the Advance outstanding on such day, after giving effect to all repayments of the Advance.

     “ Affected Party ”: The Administrative Agent, the Purchaser Agents, the Purchasers, each Liquidity Bank, all assignees and participants of the Purchasers and each Liquidity Bank, any successor to WCM as Administrative Agent and any sub-agent of the Administrative Agent and any successor to a Purchaser Agent.

     “ Affiliate ”: With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or under common control with such Person, or is a director or officer of such Person. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) when used with respect to any specified Person means the possession, direct or indirect, of the power to vote 20% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “ Agent’s Account ”: The WBNA Agent’s Account or any Additional Agent’s Account, as applicable.

     “ Agented Loans ”: With respect to any Loan, one or more loans to an Eligible Obligor wherein (a) the loan(s) are originated by the applicable Originator in accordance with the Credit and Collection Policy as a part of a loan transaction that has been fully consummated between the applicable Originator and the related Obligor (without regard to any subsequent syndication of such Loan) prior to such Agented Loans becoming part of the Collateral hereunder, (b) upon an assignment of the loan under the applicable Sale Agreement to the applicable Seller, any related original note will be endorsed to the Administrative Agent and held by the Collateral Custodian, on behalf of the Secured Parties, and any Loan Register will reflect the transfer of the loan to the applicable Seller, (c) the applicable Seller, as assignee of the loan, will have all of the rights but none of the obligations of the applicable Originator with respect to such loan and the applicable Originator’s right, title and interest in and to the Related Property including the right to receive and collect payments directly in its own name and to enforce its rights directly against the Obligor thereof to the extent the applicable Originator has such rights, (d) the loan, if

secured, is secured by an undivided interest in the Related Property that also secures and is shared by, on a pro rata basis, all other holders of such Obligor’s loans of equal priority and (e) the applicable Originator (or a wholly-owned subsidiary of CapitalSource Inc.) is the collateral agent and payment agent for all holders of such Loan.

     “ Aggregate Outstanding Loan Balance ”: On any date of determination, the sum of (i) the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral on such date, minus (ii) the Outstanding Loan Balances of any Defaulted Loans, minus (iii) the Outstanding Loan Balances of any Loans that do not have an Eligible Risk Rating (to the extent such Loans are not included in clause (ii) above), plus (iv) the aggregate Adjusted Balances of all Defaulted Loans, plus (v) the aggregate Adjusted Balances of all Loans that do not have an Eligible Risk Rating (to the extent such Loans are not included in clause (iv) above).

     “ Aggregate Unpaids ”: At any time, an amount equal to the sum of (i) all unpaid “Obligations” (as defined in the CS Europe Financing) owed by the relevant “Borrower” (as defined in the CS Europe Financing) to the “Secured Parties” (as defined in the CS Europe Financing), the “Servicer” (as defined in the CS Europe Financing), any “Successor Servicer” (as defined in the CS Europe Financing) and the “Account Bank” (as defined in the CS Europe Financing) or any of their assigns, and (ii) all unpaid Advances Outstanding, Interest, Breakage Costs and all other amounts owed by the Sellers to the Purchasers, the Purchaser Agents, the Administrative Agent, the Backup Servicer and the Collateral Custodian hereunder (including, without limitation, all Indemnified Amounts, other amounts payable under Article XI and amounts required under Section 2.10 , Section 2.14 , Section 2.15 and Section 2.16 to the Affected Parties or Indemnified Parties) or by the Sellers or any other Person under any fee letter (including, without limitation, the Purchaser Fee Letter, any Additional Agent Fee Letter, the Backup Servicer Fee Letter and the Collateral Custodian Fee Letter) or the Sellers Guaranty delivered in connection with the transactions contemplated by this Agreement (whether due or accrued).

     “ Alarm Service Agreement ”: An agreement between a dealer and its customer pursuant to which the dealer is obligated to service and monitor the customer’s alarm system in consideration for monthly payments by the customer.

     “ Alternative Rate ”: An interest rate per annum equal to the Adjusted Eurodollar Rate; provided, however , that the Alternative Rate shall be the Base Rate if a Eurodollar Disruption Event occurs.

     “ Applicable Law ”: For any Person or property of such Person, all existing and future applicable laws, rules, regulations (including proposed, temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, the Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

     “ Appraisal ”: With respect to any Mortgaged Property as to which an appraisal is required or permitted to be performed pursuant to the terms of this Agreement, an appraisal performed in conformance with the guidelines of the Appraisal Institute.

     “ Appraisal Institute ”: The international membership association of professional real estate appraisers.

     “ Assigned Loan ”: A Loan originated by a Person other than the applicable Originator or any other Subsidiary of CapitalSource Inc. in compliance with Section 2.21 in which a constant percentage interest has been assigned to such Originator by such Person in accordance with the Credit and Collection Policy and (i) such transaction has been fully consummated prior to such Loan becoming part of the Collateral hereunder, (ii) no later than 30 days after the Closing Date, the applicable Originator is a party to a credit agreement and/or an assignment agreement and a promissory note or loan register, as applicable, with the Obligor with respect to such Loan and (iii) the agent receives payment directly from the Obligor thereof on behalf of each lender that has been assigned a percentage interest in such Loan.

     “ Assignment of Leases and Rents ”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Obligor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, whether contained in the Mortgage or in a document separate from the Mortgage, in the form that was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter in accordance with the Credit and Collection Policy.

     “ Assignment of Mortgage ”: As to each Loan secured by an Interest in Real Property, one or more assignments, notices of transfer or equivalent instruments, each in recordable form and sufficient under the laws of the relevant jurisdiction to reflect the transfer of the related Mortgage or similar security instrument and all other documents related to such Loan to the applicable Seller and to grant a perfected lien thereon by the applicable Seller in favor of the Administrative Agent, on behalf of the Secured Parties, each such Assignment of Mortgage to be substantially in the form of Exhibit I hereto.

     “ Available Funds ”: With respect to any Payment Date, all amounts received in the Collection Account (including, without limitation, any Collections on Loans or REO Assets included in the Collateral and earnings from Permitted Investments in the Collection Account), together with collections on Loans or REO Assets received in the Lock-Box Account, in each case during the Collection Period that ended on the last day of the calendar month immediately preceding the calendar month in which such Payment Date occurs.

     “ B-Note Loan ”: Any Term Loan that (i) is secured by a valid and perfected first priority Lien on all of the Obligor’s assets constituting Related Property for the Loan, (ii) has a “first dollar” at risk not to exceed 65% of the Loan-to-Value and a “last dollar” at risk not to exceed 85% of the Loan-to-Value and (iii) contains terms which, upon the occurrence of an event of default under the Loan Documents or in the case of any liquidation or foreclosure on the Related Property, provide that the principal of the applicable Seller’s portion of such Loan would be paid only after the other lenders party to such Loan (including any lender party making any Senior

Secured Loan or Senior Secured Whole Loan whose right to payment is contractually senior to such Seller) is paid in full.

     “ Backup Servicer ”: Wells Fargo Bank, National Association, not in its individual capacity, but solely as Backup Servicer, its successor in interest pursuant to Section 7.3 or such Person as shall have been appointed as Backup Servicer pursuant to Section 7.5 .

     “ Backup Servicer Fee Letter ”: The Backup Servicer Fee Letter, dated as of the date hereof, by and among the Servicer, the Administrative Agent, and the Backup Servicer, as such letter may be amended, modified, supplemented, restated or replaced from time to time.

     “ Backup Servicer Fee Rate ”: The rate per annum set forth in the Backup Servicer Fee Letter as the “Backup Servicer Fee Rate.”

     “ Backup Servicer Termination Notice ”: Defined in Section 7.5 .

     “ Backup Servicing Fee ”: Defined in the Backup Servicer Fee Letter.

     “ Bank Subsidiary ”: CapitalSource Bank, an industrial bank incorporated under the laws of the State of California.

     “ Bankruptcy Code ”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq .), as amended from time to time.

     “ Base Rate ”: On any date, a fluctuating interest rate per annum equal to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 1.5%.

     “ Benefit Plan ”: Any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the applicable Seller or any ERISA Affiliate of such Seller is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

     “ Borrowing Notice ”: The notice (in the form of Exhibit A-1 ) required to be delivered by each Seller on the Closing Date in respect of the Advance.

     “ Breakage Costs ”: Any amount or amounts as shall compensate a Purchaser for any loss, cost or expense incurred by such Purchaser (as determined by such Purchaser’s Purchaser Agent in such Purchaser Agent’s sole discretion) as a result of (i) a prepayment by the applicable Seller of Advances Outstanding or Interest or (ii) any difference between the CP Rate and the Adjusted Eurodollar Rate. All Breakage Costs shall be due and payable hereunder upon demand.

     “ Business Day ”: Any day other than a Saturday or a Sunday on which (a) banks are not required or authorized to be closed in Minneapolis, Minnesota, New York City, New York, Charlotte, North Carolina, and (b) if the term “Business Day” is used in connection with the determination of the LIBOR Market Index Rate, dealings in United States dollar deposits are carried on in the London interbank market.

     “ CapitalSource Bank Acquisition Agreement ” The Purchase and Assumption Agreement dated as of April 13, 2008, by and among CapitalSource Inc., CapitalSource TRS Inc., Fremont General Corporation, Fremont General Credit Corporation and Fremont Investment & Loan.

     “ CapitalSource Bank Entities ”: Collectively, (i) the Wholly Owned Subsidiary formed by CapitalSource Inc. or one of its Wholly Owned Subsidiaries for the purpose of holding the assets acquired in the CapitalSource Bank Transaction and (ii) any Subsidiaries thereof.

     “ CapitalSource Bank Transaction ”: The acquisition by CapitalSource Inc. of the assets of Fremont Investment & Loan pursuant to the terms of the CapitalSource Bank Acquisition Agreement.

     “ CapitalSource LIBOR Rate ”: The London interbank offered rate for deposits in Dollars for the applicable maturity, as and when determined in accordance with the applicable Required Loan Documents.

     “ CapitalSource Prime Rate ”: The rate designated by CapitalSource Finance (or the originator of, or applicable agent with respect to, an Assigned Loan) from time to time and/or pursuant to the related loan documents as its prime rate in the United States, such rate to change as and when the designated rate changes; provided , however , the CapitalSource Prime Rate is not intended to be the lowest rate of interest charged by CapitalSource (or such originator) in connection with extensions of credit to debtors.

     “ Capital Stock ”: With respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

     “ Change-in-Control ”:

     (a) any Person or two or more Persons acting in concert shall have acquired “beneficial ownership,” directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, or control over, Voting Stock of CapitalSource Inc. (or other securities convertible into such Voting Stock) representing 33-1/3% or more of the combined voting power of all Voting Stock of CapitalSource Inc.;

     (b) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of CapitalSource Inc. and its Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act);

     (c) the replacement of more than a majority of the board of directors of any Originator, the Servicer, CapitalSource Inc or any other Credit Party over a two year period from the directors who constituted such board of directors at the beginning of such period, and such replacements shall not have been approved by a vote of at least a majority of the board of directors of such Originator, the Servicer, CapitalSource Inc. or such other Credit Party, as applicable, then still in office who were either members of the applicable board of directors as of the beginning of such period or whose election as a member of such board of directors was previously approved;

     (d) the failure of CapitalSource Inc. to own (directly or through wholly owned subsidiaries) 99.9% of the outstanding Voting Stock of CapitalSource TRS LLC (f/k/a CapitalSource TRS Inc.) or any Servicing Guarantor;

     (e) the failure of CapitalSource TRS LLC (f/k/a CapitalSource TRS Inc.) to own (directly or through wholly owned subsidiaries) 99.9% of the outstanding Voting Stock of each of the Originators or any Servicing Guarantor;

     (f) the creation or imposition of any Lien on any limited liability company membership interests in the applicable Seller; provided , however , that it shall not be a Change-in-Control if a Lien on such limited liability membership interests of the applicable Seller shall be created or imposed in favor of WBNA, as agent, or its successors, assigns or subsequent transferees in such capacity, in connection with (i) that certain Credit Agreement, dated as of March 14, 2006, by and among CapitalSource Inc., the guarantors listed therein, the lenders listed therein, WBNA and Bank of America, N.A., and all Credit Documents (as defined therein) thereunder, (ii) that certain Pledge Agreement, dated as of December 23, 2008, by and among CapitalSource Inc., its direct and indirect subsidiaries listed therein, WBNA, the Collateral Custodian and the Servicer, and (iii) that certain Security Agreement, dated as of December 23, 2008, by and among CapitalSource Inc., its direct and indirect subsidiaries listed therein and WBNA;

     (g) the failure by the CSIII Originator to own all of the limited liability company membership interests in the CSIII Seller; provided , however , that it shall not be a Change-in-Control if WBNA, or its successors, assigns or subsequent transferees, shall own such limited liability membership interests of the CSIII Seller; or

     (h) the failure by the QRS Originator to own all of the limited liability company membership interests in the QRS Seller; provided , however , that it shall not be a Change-in-Control if WBNA, or its successors, assigns or subsequent transferees, shall own such limited liability membership interests of the QRS Seller.

     Notwithstanding the foregoing, solely for the purpose of determining whether there has been a Change-in-Control pursuant to clause (a) above, any purchase by one or more Excluded Persons which increases any of such Excluded Persons’ direct or indirect ownership interest (whether individually or in the aggregate) in the Voting Stock of CapitalSource Inc. shall not constitute a Change-in-Control even if the amount of Voting Stock acquired or controlled by such Excluded Person(s) exceeds (whether individually or in the aggregate) 33-1/3% of the combined voting power of all Voting Stock of any Originator, any Servicing Guarantor or

CapitalSource Inc., as applicable; provided that for so long as any of such Excluded Persons’ direct or indirect ownership interest in the Voting Stock of any Originator, any Servicing Guarantor or CapitalSource Inc. exceeds (individually or in the aggregate) 33-1/3% of the combined voting power of all Voting Stock of such Originator, any Servicing Guarantor or CapitalSource Inc., as applicable, the initiation by such Originator, any Servicing Guarantor or CapitalSource Inc. of any action intended to terminate or having the effect of terminating the registration of its securities under Section 12(g) of the Exchange Act or intended to suspend or having the effect of suspending its obligation to file reports with the U.S. Securities and Exchange Commission under Sections 13 and 15(d) of the Exchange Act, shall constitute a Change-in-Control. “Excluded Person” shall mean each of John Delaney, Farallon Capital Management, LLC and Madison Dearborn Partners, LLC and their Affiliates. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act.

     “ Citibank Facilities ”: The securitization/warehouse facilities provided under (i) that certain Amended and Restated Sale and Servicing Agreement, dated as of April 20, 2009, among CS Funding VII Depositor LLC, CapitalSource Finance LLC, each of the Issuers and Liquidity Banks from time to time party thereto, Citicorp North America, Inc., as Administrative Agent and Wells Fargo Bank, National Association, as the Backup Servicer and as the Collateral Custodian, and the related documentation with respect thereto, as such agreement and documentation have been and may in the future be amended, modified or supplemented from time to time (including any replacement facility thereto or entered into in connection therewith), and (ii) the Third Amended and Restated Sale and Servicing Agreement, dated as of April 20, 2009 by and among CapitalSource Real Estate Loan LLC, 2007-A, CSE Mortgage LLC, each of the Issuers and Liquidity Banks from time to time party thereto, Citicorp North America, Inc., as the Administrative Agent and Wells Fargo Bank, National Association, as the Backup Servicer and as the Collateral Custodian, and the related documentation with respect thereto, as such agreement and documentation have been and may in the future be amended, modified or supplemented from time to time (including any replacement facility thereto or entered into in connection therewith).

     “ Clearing Agency ”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

     “ Closing Date ”: May 29, 2009.

     “ Code ”: The Internal Revenue Code of 1986, as amended from time to time.

     “ Collateral ”: All right, title, and interest (whether now owned or hereafter acquired or arising, and wherever located) of the Sellers in all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions, and other property consisting of, arising out of, or related to any of the following (in each case excluding the Retained Interest and the Excluded Amounts): (i) the Loans and all monies due or to become due in payment under such Loans on and after the Closing Date, including but not limited to all Collections, but excluding any Excluded Amounts; (ii) all Related Security with

respect to the Loans referred to in clause (i) ; (iii) Seller’s membership interests or other equity interests in any REO Asset Owner; and (iv) all income and Proceeds of the foregoing.

     “ Collateral Custodian ”: Wells Fargo Bank, National Association, not in its individual capacity, but solely as Collateral Custodian, its successor in interest pursuant to Section 8.3 or such Person as shall have been appointed Collateral Custodian pursuant to Section 8.5 .

     “ Collateral Custodian Fee ”: Defined in the Collateral Custodian Fee Letter.

     “ Collateral Custodian Fee Letter ”: The Collateral Custodian Fee Letter, dated as of the date hereof, by and among the Originators, the Administrative Agent and the Collateral Custodian, as such letter may be amended, modified, supplemented, restated or replaced from time to time.

     “ Collateral Custodian Termination Notice ”: Defined in Section 8.5 .

     “ Collection Account ”: Defined in Section 6.4(f) .

     “ Collection Date ”: The date on which the Aggregate Unpaids have been reduced to zero and indefeasibly paid in full.

     “ Collection Period ”: Each calendar month.

     “ Collections ”: (a) All cash collections and other cash proceeds of any Loan, including, without limitation, Scheduled Payments, Finance Charges, Prepayments, Insurance Proceeds, Distributions, all Recoveries or other amounts received in respect thereof but excluding any Excluded Amounts, (b) any cash proceeds or other funds received by the Sellers or the Servicer with respect to any Related Security, (c) all cash collections and other cash proceeds received by the Sellers or the Servicer (i) pursuant to the priority of payments and the payment mechanics set forth in the CS Europe Financing and (ii) under the Guaranty, (d) all cash collections and cash proceeds of any REO Asset and (e) all Deemed Collections.

     “ Commercial Paper Notes ”: On any day, any short-term promissory notes of any Purchaser (or its related commercial paper issuer) issued in the commercial paper market.

     “ Commitment ”: With respect to each Purchaser, the commitment of such Purchaser to make the Advance in accordance herewith in an amount not to exceed the amount set forth next to such Purchaser name on the signature pages hereto.

     “ Condominium Conversions ”: Includes properties that have been, or are expected to be, converted to condominium for ownership. For the avoidance of doubt, Condominium Conversions shall also be considered Development Properties.

     “ Conduit Purchasers ”: Defined in the Preamble of this Agreement.

     “ Consolidated Subsidiary ”: With respect to any Person, at any date, any Subsidiary the accounts of which, in accordance with GAAP, would be consolidated with those of such Person in its consolidated and consolidating financial statements as of such date.

     “ Consolidated Tangible Net Worth ”: As of any date of determination, with respect to CapitalSource Inc., (A) to the extent the Credit Agreement is in effect, the definition of “Consolidated Tangible Net Worth” as set forth in such Credit Agreement, and (B) in all other cases, the assets less the liabilities of CapitalSource Inc., its Consolidated Subsidiaries, the CapitalSource Bank Entities and each Healthcare REIT Consolidated Subsidiary, less intangible assets (including goodwill), less loans or advances to stockholders, directors, officers or employees, all determined in accordance with GAAP; provided , however , that if CapitalSource Inc.’s financial statements as of such date include goodwill created as a result of the CapitalSource Bank Transaction, then all such goodwill in an amount not to exceed $200,000,000 shall be treated as a tangible asset for the purpose of this definition; provided , further , however , that with respect to any Consolidated Subsidiary, CapitalSource Bank Entity or Healthcare REIT Consolidated Subsidiary, if all of the shares of Capital Stock are not, directly or indirectly, owned by CapitalSource Inc., then, with respect to any such Person, the Consolidated Tangible Net Worth of such Person shall be calculated by multiplying the Consolidated Tangible Net Worth of such Person by the percentage of the aggregate proceeds that would be distributed to CapitalSource Inc., directly or indirectly, upon the dissolution of such Person.

     “ Construction Properties ”: Any property that (a) is subject to ground up construction of new improvements, involving, without limitation, new foundations, new structural steel or wood frame, and (b) secures a future advance loan or revolving loan, and which either (x) the related future funding obligation represented more than 30% of the total committed amount of the underlying loan as of the date the Seller acquired such future advance loan or revolving loan or (y) the related future funding obligation represented more than 30% of the total committed amount of the underlying loan as of the date of origination of such future advance loan or revolving loan.

     “ Contractual Obligation ”: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or is subject.

     “ Core Transaction Terms ”: The terms of any transaction (including covenants with respect to tangible net worth, tenor, and economic terms, including, without limitation, interest rate margins, whether calculated as a spread, a fee or otherwise, in the aggregate), unused facility fees, renewal and exit fees, advance rate calculations, minimum equity or overcollateralization requirements, principal reduction terms (other than through the liquidation of a unique collateral specified to such transaction) and events of default.

     “ CP Rate ”: For any day during any Accrual Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by a Conduit Purchaser from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short-term promissory notes issued by such Conduit Purchaser (or its related commercial paper issuer) maturing on dates other than those certain dates on which such Conduit Purchaser is to receive funds) in respect of the promissory notes issued by such Conduit Purchaser (or its related commercial paper issuer) that are allocated, in whole or in part, by such Conduit Purchaser’s Purchaser Agent (on its behalf) to fund or maintain the Advances Outstanding funded by such Conduit Purchaser during such

period, as determined by such Conduit Purchaser’s Purchaser Agent (on its behalf) and reported to the applicable Seller and the Servicer, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by such Conduit Purchaser’s Purchaser Agent (on its behalf) and (ii) other borrowings by such Conduit Purchaser, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided that if any component of such rate is a discount rate, in calculating the CP Rate, such Conduit Purchaser’s Purchaser Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum .

     “ Credit Agreement ”: That certain Credit Agreement, dated as of March 14, 2006, among CapitalSource Inc., the guarantors listed therein, the lenders listed therein, Wachovia Bank, National Association, as administrative agent, swingline lender and issuing lender, Bank of America, N.A., as issuing lender, Wachovia Capital Markets, LLC, as sole bookrunner and lead arranger, and Bank of Montreal, Barclays Bank PLC and SunTrust Bank, as co-documentation agents, as such agreement has been and may in the future be amended, modified or supplemented from time to time.

     “ Credit and Collection Policy ”: The written credit policies and procedures manual of each Originator and the Servicer (which policies shall include without limitation policies on a risk rating system, due diligence format, underwriting parameters and credit approval procedures) in the form provided to the Administrative Agent prior to the Closing Date, as it may be as amended or supplemented from time to time in accordance with Section 5.1(h) and Section 5.4(f) .

     “ Credit Party ”: Shall have the meaning given to such term in the Credit Agreement.

     “ CSIII Criteria ”: The eligibility criteria for the CSIII Loans as set forth on Schedule V attached hereto.

     “ CSIII Loan ”: The loans originated by the CSIII Originator that are identified on a Loan List and have been sold or contributed to the CSIII Seller and included as part of the Collateral, which loan includes, without limitation, (i) the Required Loan Documents and Loan File, and (ii) all right, title and interest of the CSIII Originator in and to the loan and any Related Property.

     “ CSIII Originator ”: Defined in the Preamble of this Agreement.

     “ CSIII Sale Agreement ”: The Amended and Restated Sale and Contribution Agreement, dated as of May 29, 2009, between the CSIII Originator and the CSIII Seller, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ CSIII Seller ”: Defined in the Preamble of this Agreement.

     “ CS Europe Financing ”: The financing transaction between CS Europe Finance Limited, CS UK Finance Limited, Wachovia Bank, National Association and the other parties thereto, entered into on or about October 3, 2007, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ Deemed Collection ”: Defined in Section 2.4(b) .

     “ Defaulted Loan ”: A Loan as to which any of the following first occurs: (i) the Servicer has determined or should have reasonably determined in accordance with the Credit and Collection Policy that such Loan is not collectible, (ii) all or any portion of one or more principal or interest payments (other than in respect of default rate interest) remain unpaid for at least ninety (90) days from the original due date for such payment (without giving effect to any Servicer Advance thereon), (iii) such Loan has been subject to a Material Modification, (iv) such Loan has a Related Loan (other than with respect to Next Generation Vending and Food Services, Inc. or Classic Party Rentals, Inc.) that would be a Defaulted Loan pursuant to clause (ii) of this definition if such Related Loan was a Loan, or (v) any Related Property of such Loan becomes an REO Asset; provided that such Loan will cease to be a Defaulted Loan under clauses (ii) and (iv) above to the extent that such Obligor pays all such arrears in respect of such Loans or Related Loans, as applicable, in full and remains current on all such Loans and Related Loans for a period of at least 90 days.

     “ Derivatives ”: Any exchange-traded or over-the-counter (i) forward, future, option, swap, cap, collar, floor or foreign exchange contract or any combination thereof, whether for physical delivery or cash settlement, relating to any interest rate, interest rate index, currency, currency exchange rate, currency exchange rate index, debt instrument, debt price, debt index, depository instrument, depository price, depository index, equity instrument, equity price, equity index, commodity, commodity price or commodity index, (ii) any similar transaction, contract, instrument, undertaking or security, or (iii) any transaction, contract, instrument, undertaking or security containing any of the foregoing.

     “ Determination Date ”: The last day of each Collection Period.

     “ Development Properties ”: An existing property that is undergoing renovation or redevelopment that either (i) disrupts at least 30% of the occupancy of the property, or (ii) temporarily reduces the NOI of the property by more than 30%; provided that, a property will not be considered a Development Property after it has an occupancy rate of at least 80%.

     “ DIP Loan ”: Any Loan to an Obligor that is a Chapter 11 debtor under the Bankruptcy Code which is permitted by the Credit and Collection Policy and also satisfies the following criteria: (a) the Loan is duly authorized by a final order of the applicable bankruptcy or federal district court under the provisions of subsection (b) , (c) or (d) of 11 U.S.C. § 364, (b) the Obligor’s bankruptcy case is still pending as a case under the provisions of Chapter 11 of Title 11 of the Bankruptcy Code and has not been dismissed or converted to a case under the provisions of Chapter 7 of Title 11 of the Bankruptcy Code, (c) the Obligor’s obligations under such Loan have not been (i) disallowed, in whole or in part, or (ii) subordinated, in whole or in part, to the claims or interests of any other Person under the provisions of 11 U.S.C. § 510, (d) the Loan is secured and the liens and security interests granted by the applicable federal bankruptcy or district court in relation to the Loan have not been subordinated, in whole or in part, to the liens or interests of any other lender under the provisions of 11 U.S.C. § 364(d) or otherwise, (e) the Obligor is not in default on its payment obligations under the Loan, (f) neither the Obligor nor any party in interest has filed a Chapter 11 plan with the applicable federal bankruptcy or district court that, upon confirmation, would (i) disallow or subordinate the Loan,

in whole or in part, (ii) subordinate, in whole or in part, any lien or security interest granted in connection with such Loan, (iii) fail to provide for the repayment, in full and in cash, of the Loan upon the effective date of such plan or (iv) otherwise impair, in any manner, the claim evidenced by the Loan and (g) the Loan is substantially in a form previously delivered by the applicable Originator to the Administrative Agent in connection with this transaction or in such other form as shall be adopted by the applicable Originator and approved in writing by the Administrative Agent at least ten days prior to such Loan becoming part of the Collateral hereunder. For the purposes of this definition, an order is a “final order” if the applicable period for filing a motion to reconsider or notice of appeal in respect of a permanent order authorizing the Obligor to obtain credit has lapsed and no such motion or notice has been filed with the applicable federal bankruptcy or district court or the clerk thereof.

     “ Discretionary Sale ”: Defined in Section 2.20(a) .

     “ Discretionary Sale Date ”: The Business Day identified by the applicable Seller to the Administrative Agent in a Discretionary Sale Notice as the proposed date of a Discretionary Sale.

     “ Discretionary Sale Notice ”: Defined in Section 2.20(a)(i) .

     “ Distributions ”: All dividends, payments, deferred payments, money and other distributions (whether in cash or in kind) on and all interest on and in respect of, and all proceeds of the Collateral, of whatever kind or description, real or personal, whether in the ordinary course or in partial or total liquidation or dissolution, or any recapitalization, reclassification of capital, or reorganization or reduction of capital, or otherwise.

     “ Dollars ”: Means, and the conventional “ $ ” signifies, the lawful currency of the United States.

     “ Eligible Loan ”: On the Closing Date, each Loan (i) that, if a QRS Loan, satisfies the QRS Criteria, or if a CSIII Loan, satisfies the CSIII Criteria and (ii) that, for any Loan other than a QRS Loan or a CSIII Loan (A) for which the Administrative Agent, Collateral Custodian and Backup Servicer have received the following on or prior to the Closing Date: (1) a faxed copy of the duly executed original promissory note (if any), master purchase agreement and purchase statements, Loan Register and Loan Checklist in a form and substance satisfactory to the Administrative Agent and (2) a Borrowing Notice; provided that if such Loan is part of a capital contribution to the applicable Seller the Collateral Custodian shall have received the Required Loan Documents within three Business Days of receipt of the Certificate of Assignment, and (B) otherwise satisfies each of the following eligibility requirements, as applicable; provided , however , that the eligibility requirements set forth in clauses (a) , (b) , (j) , (q) , (r) , (z) and (ee) shall be waived for a period of 30 days after the Closing Date with respect to any such Loan but solely to the extent that such eligibility requirements are not satisfied as a result of the failure of the Seller to obtain any required assignment and acceptance agreement or other comparable assignment or notice required by the Required Loan Documents, after which any such Loan that does not satisfy each of the following eligibility requirements shall be a Warranty Loan (without regard to any other cure period or grace period that might otherwise be applicable to a failure of such eligibility requirements set forth above):

(1) With respect to any such Loan:

     (a) the Loan, together with the Related Security, has been originated or acquired by the applicable Originator, sold to the applicable Seller pursuant to (and in accordance with) the applicable Sale Agreement and the applicable Seller has good title, free and clear of all Liens (other than Permitted Liens), on such Loan and Related Security;

     (b) the Loan (together with the Collections and Related Security related thereto) has been the subject of a grant by the applicable Seller in favor of the Administrative Agent, on behalf of the Secured Parties, of a first priority perfected security interest;

     (c) at the time such Loan is included in the Collateral, the Loan (i) is not (and since its origination by the applicable Originator or, in the case of Acquired Loans and Assigned Loans, acquisition by the applicable Originator has never been) a Defaulted Loan, (ii) is not more than ten days past due with respect to payments of principal or interest, and (iii) has never been more than thirty days past due (after giving effect to a five day grace period in determining the number of days past due) with respect to payments of principal or interest or, in the case of Acquired Loans and Assigned Loans, to the best of the applicable Originator’s knowledge after due inquiry, has never been more than thirty days past due in the twelve months prior to acquisition;

     (d) the Loan is an “eligible asset” as defined in Rule 3a-7 under the 40 Act;

     (e) the Loan is a contract the purchase of which with the proceeds of Commercial Paper Notes would constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended;

     (f) the Loan is an “account”, “chattel paper”, “instrument” or a “general intangible” within the meaning of Article 9 of the UCC of all applicable jurisdictions;

     (g) the Obligor with respect to such Loan is an Eligible Obligor and such Loan is payable only in United States Dollars and the Related Property with respect to which the Loan is principally underwritten is located in the United States;

     (h) the Loan is evidenced by (1) a promissory note or Loan Register and (2) a credit agreement, security agreement, loan or note purchase agreement or other related underlying loan documents, in each case, that have been duly authorized and executed, are in full force and effect and constitute the legal, valid, binding and absolute and unconditional payment obligation of the related Obligor, enforceable against such Obligor in accordance with their terms (subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and to general principles of equity, whether considered in a suit at law or in equity), and there are no conditions precedent to the enforceability or validity of the Loan that have not been satisfied or validly waived; provided that, in the case of clause (2) above, in the absence of a separate security agreement, the related credit agreement, loan or note purchase agreement or other related underlying loan documents shall provide for the grant of a security interest in the Related Property by the Obligor;

     (i) the Loan does not contravene in any material respect any Applicable Laws (including, without limitation all applicable predatory and abusive lending laws and all laws, rules and regulations relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, licensing and privacy) and with respect to which no part thereof is in violation of any Applicable Law in any material respect;

     (j) neither the assignment of the Loan under the applicable Sale Agreement by the applicable Originator nor the granting of a security interest hereunder by the applicable Seller violates, conflicts with or contravenes any Applicable Laws or any contractual or other restriction, limitation or encumbrance;

     (k) on or before the Closing Date, the Obligor of such Loan or agent for such Loan, as applicable, shall have been directed to make all payments to the Lock-Box or directly to the Lock-Box Account;

     (l) the Loan requires the Obligor thereof to maintain reasonable and customary property damage and loss insurance with respect to the real or personal property constituting the Related Property (if any) if such Related Property is of a type customarily so insured;

     (m) the Related Property (if any) (i) has not been foreclosed on or repossessed from the current Obligor by the Servicer, and (ii) has not suffered any material loss or damage that has not been repaired or restored or for which insurance proceeds are not available;

     (n) the Loan provides by its terms that the Obligor’s payment obligations are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the applicable Originator and the Loan contains a clause that has the effect of unconditionally and irrevocably obligating the Obligor to make periodic payments (including taxes) notwithstanding any damage to, defects in, or destruction of the Related Property (if any) or any other event, including obsolescence of any property or improvements;

     (o) the Loan is not subject to any litigation, dispute, refund, claims of rescission, setoff, netting, counterclaim or defense whatsoever, including but not limited to, claims by or against the Obligor thereof or a payor to or account debtor of such Obligor;

     (p) the Loan requires the Obligor to maintain the Related Property in good condition and to bear all the costs of operating and maintaining same, including taxes and insurance relating thereto;

     (q) the Loan shall not have been originated in, nor shall it be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Loan under the Transaction Documents would be unlawful, void or voidable;

     (r) the Loan, together with the Required Loan Documents and Loan File related thereto, is assignable and does not require the consent of or notice to the Obligor to consummate the transactions contemplated by the Transaction Documents or contain any other restriction on the transfer or the assignment of the Loan for the purpose of consummating the transactions contemplated by the Transaction Documents other than a consent or waiver of such restriction that has been obtained prior to the date on which the Loan was sold to the applicable Seller;

     (s) other than with respect to the Loan made to Reston Square Hotels, LLC, the Obligor of such Loan is legally responsible for all taxes relating to the Related Security or other security relating to such Loan, and all payments in respect of the Loan are required to be made free and clear of, and without deduction or withholding for or on account of, any taxes, unless such withholding or deduction is required by Applicable Law in which case the Obligor thereof is required to make “gross-up” payments that cover the full amount of any such withholding taxes on an after-tax basis;

     (t) the Loan complies with the representations and warranties made by the applicable Seller and Servicer hereunder and all information provided by such Seller or the Servicer with respect to the Loan is true and correct in all material respects;

     (u) the Loan and the Related Security have not been sold, transferred, assigned or pledged by the applicable Seller to any Person;

     (v) no selection procedure adverse to the interests of the Administrative Agent, the Purchaser Agents or the Secured Parties was utilized by the applicable Seller or the applicable Originator in the selection of Loan for inclusion in the Collateral; it being understood that selection procedures used by such Seller or such Originator for the inclusion of Loans in one or more of its various securitizations or other financing facilities and which are solely intended to obtain the most beneficial advance rates thereunder and/or otherwise maximize the efficiency of such facilities, shall not be deemed to be adverse procedures for purposes of this paragraph;

     (w) the Loan has not been compromised, adjusted, extended, satisfied, rescinded, set-off or modified by the applicable Seller, the applicable Originator or the Obligor with respect thereto, and no Loan is subject to compromise, adjustment, extension, satisfaction, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deductible, reduction, termination or modification, whether arising out of transactions concerning the Loan, or otherwise, by the applicable Seller, the applicable Originator or the Obligor with respect thereto except for amendments to such Loan otherwise permitted under Section 7.4(a) of this Agreement and in accordance with the Credit and Collection Policy;

     (x) the particular Loan is not one as to which the applicable Seller has knowledge which should lead it to expect such Loan will not be paid in full;

     (y) the Obligor of such Loan is not and has not been the subject of an Insolvency Event or Insolvency Proceeding in the past three years;

     (z) the Loan is secured by a valid, perfected, first priority (other than with respect to Subordinated Loans) security interest in all assets that constitute the collateral for the Loan (subject to Liens expressly permitted by the related underlying loan documents; provided that such Liens are not material in relation to the value of the Related Property and are customary for transactions of such nature), and, other than the loan types listed above, such collateral shall include but not be limited to the material intellectual property of the Obligor (if any);

     (aa) all material consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in

connection with the making or performance of the Loan have been duly obtained, effected or given and are in full force and effect;

     (bb) the Loan is not a Fixed Rate Loan;

     (cc) the Loan satisfies all applicable requirements of and was originated or acquired, underwritten and closed in accordance with the Credit and Collection Policy (including without limitation the execution by the Obligor of all documentation required by the Credit and Collection Policy);

     (dd) the Loan was generated in the ordinary course of the applicable Originator’s business;

     (ee) the Loan arises pursuant to documentation with respect to which the applicable Originator has performed all obligations required to be performed by it thereunder;

     (ff) the Loan is not Margin Stock;

     (gg) the acquisition of the Loan by the applicable Seller will not cause such Seller or the pool of Collateral to be required to be registered as an investment company under the 40 Act;

     (hh) the Loan was purchased, acquired or originated by the applicable Originator (or an Affiliate thereof) at not less than 85% of its par value as of the date of its purchase, acquisition or origination;

     (ii) [Reserved];

     (jj) the Loan is not subject to a guaranty by the applicable Originator or any Affiliate thereof;

     (kk) [Reserved];

     (ll) [Reserved];

     (mm) the Loan provides (i) for periodic payments of interest and/or principal in cash, which are due and payable on a monthly, quarterly or semi-annual basis unless otherwise consented to in writing by the Administrative Agent, and (ii) that the Servicer (or, with respect to Agented Loans and Assigned Loans, that the agent or a majority of the related lenders) may accelerate all payments on the Loan, if the Obligor is in default under the Loan and any applicable grace period has expired (in the case of any Subordinated Loan, subject to any applicable intercreditor or subordination agreement);

     (nn) the Loan provides for cash payments that fully amortize the Outstanding Loan Balance of such Loan on or by its maturity and does not provide for such Outstanding Loan Balance to be discounted pursuant to a prepayment in full;

     (oo) the Loan does not permit the Obligor to defer all or any portion of the current cash interest due thereunder;

     (pp) the Loan does not permit the payment obligation of the Obligor thereunder to be converted or exchanged for equity capital of such Obligor;

     (qq) other than Participation Loans, Agented Loans and Assigned Loans, with respect to the applicable Originator’s obligation to fund and the actual funding of the Loan by such Originator, the applicable Originator has not assigned or granted participations to, in whole or in part, any Person;

     (rr) [Reserved];

     (ss) if the Obligor of such Loan is the Obligor of more than one Loan, all such Loans are cross-collateralized and cross-defaulted;

     (tt) the Loan does not represent capitalized interest or payment obligations relating to “put” rights;

     (uu) the applicable Originator (i) has completed to its satisfaction, in accordance with its Credit and Collection Policy, a due diligence audit and collateral assessment with respect to such Loan and (ii) has done nothing to impair the rights of the Administrative Agent, the Purchaser Agents or the Secured Parties with respect to the Loan, the Related Security, the Scheduled Payments or any income or Proceeds therefrom;

     (vv) the Loan (or the underlying Loan in the case of any Agented Loan, Assigned Loan or Participation Loan) is a Middle Market ABL Loan, Senior Secured Loan, Second Lien Loan or Subordinated Loan;

     (ww) except with respect to Subordinated Loans, the Loan is not subordinated to any other loan or financing to the related Obligor;

     (xx) if the Loan is a Revolving Loan, either it provides by its terms that any future funding thereunder is in the applicable Originator’s sole and absolute discretion or it is subject to the Retained Interest provision of this Agreement;

     (yy) the Face Amount of the Loan is the dollar amount thereof shown on the books and records of the applicable Originator and applicable Seller;

     (zz) with respect to Subordinated Loans, the applicable Originator has entered into an intercreditor agreement or subordination agreement (or such provisions are contained in the principal loan documents) with, or provisions for the benefit of, the senior lender, which agreement or provisions are assignable to and have been assigned to the applicable Seller, and which provide that any standstill of remedies by the applicable Originator or its assignee is limited (A) such that there shall be no standstill of remedies (x) until after a payment default with respect to the senior obligation or the applicable Originator’s or assignee’s receipt from the senior lender or Obligor of a notice of default by the Obligor under the senior debt and (y) unless a covenant or payment default is also in effect, and (B) to no longer than one hundred eighty (180) days in duration in the aggregate in any given year;

     (aaa) with respect to any Acquired Loan or Assigned Loan, such Loan has been re-underwritten by the applicable Originator and satisfies all of such Originator’s underwriting criteria;

     (bbb) with respect to any Acquired Loan acquired from an Affiliate of the applicable Originator, the Administrative Agent has received a satisfactory legal opinion concerning the acquisition of such Loan by such Originator in a true sale transaction;

     (ccc) with respect to any Acquired Loan that was acquired in a pool by the applicable Originator along with one or more other Acquired Loans, the Administrative Agent has approved in writing such Loan for inclusion in the Collateral and has completed its own due diligence with respect to such Loan;

     (ddd) with respect to Agented Loans, the related underlying loan documents (i) shall include a credit agreement, note purchase agreement or similar agreement containing provisions relating to the appointment and duties of a payment agent and a collateral agent and intercreditor and (if applicable) subordination provisions substantially similar to the forms previously delivered by the applicable Originator to the Administrative Agent in connection with this transaction, (ii) are duly authorized, fully and properly executed and are the valid, binding and unconditional payment obligation of the Obligor thereof and (iii) are consistent with the documentation and perfection standards of transactions of such nature;

     (eee) with respect to Agented Loans, the applicable Originator (or a wholly owned subsidiary of CapitalSource Inc.) has been appointed the collateral agent of the security and the payment agent for all such loans prior to such Agented Loan becoming a part of the Collateral;

     (fff) with respect to Agented Loans, (i) if the entity serving as the collateral agent of the security of the lenders to such Obligor with respect to such loan has or will change from the time of the origination of the notes, all appropriate assignments of the collateral agent’s rights in and to the collateral on behalf of the noteholders have been executed and filed or recorded as appropriate prior to such Agented Loan becoming a part of the Collateral and (ii) if the entity serving as the collateral agent of the security of the lenders to such Obligor with respect to such loan has or will change after such Agented Loan becomes part of the Collateral, all appropriate assignments of the collateral agent’s rights in and to the collateral on behalf of the noteholders have been executed and filed or recorded as appropriate prior to such entity being the collateral agent of the security of the lenders to such Obligor;

     (ggg) with respect to any Agented Loan, all required notifications, if any, have been given to the collateral agent, the payment agent and any other parties required by the Required Loan Documents of, and all required consents, if any, have been obtained with respect to, the applicable Originator’s assignment of such Agented Loan and the applicable Originator’s right, title and interest in the Related Property to the applicable Seller and the Administrative Agent’s security interest therein on behalf of the secured parties;

     (hhh) with respect to Agented Loans, the right to control the actions of and replace the collateral agent and/or the paying agent of the syndicated loans is to be exercised by at least a majority in interest of all holders of such Agented Loans;

     (iii) with respect to Agented Loans, all syndicated loans of the Obligor of the same priority are cross-defaulted, the Related Property securing such loans is held by the collateral agent for the benefit of all holders of the syndicated loans and all holders of such loans (a) have an undivided interest in the collateral securing such loans, (b) share in the proceeds of the sale or other disposition of such collateral on a pro rata basis and (c) may transfer or assign their right, title and interest in the Related Property;

     (jjj) no portion of the proceeds used to make payments of principal or interest on such Loan have come from a new loan by the applicable Originator, CapitalSource Inc. or an Affiliate of CapitalSource Inc.;

     (kkk) does not contain a confidentiality provision that restricts or purports to restrict the ability of the Administrative Agent or any Secured Party to exercise their rights under this Agreement, including, without limitation, their rights to review the Loan, the Required Loan Documents and Loan File;

     (lll) has a remaining term to maturity of not greater than 72 months; and

     (mmm) is not a consumer loan.

     “ Eligible Obligor ”: On any date of determination, any Obligor that (i) is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization and has a billing address within the United States, (ii) has not entered into the related asset agreement primarily for personal, family or household purposes, (iii) is not a Governmental Authority, (iv) is not an Affiliate of any of the Originators or either Seller, (v) is not in the gaming (other than Obligors in the business of providing services to the gaming industry), real estate construction or development (other than Obligors in the business of providing services to the real estate construction or development industries), nuclear waste or natural resource exploration/production and oil field service industries, (vi) is not engaged in the business of conducting proprietary research on new drug development, (vii) is not and has not been the subject of an Insolvency Proceeding in the past three years, and (viii) as of the Closing Date, has an Eligible Risk Rating.

     “ Eligible Repurchase Obligations ”: Repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clauses (c)(2) and (c)(4) of the definition of Permitted Investments.

     “ Eligible Risk Rating ”: With respect to a designated Obligor, a “Risk Rating 1,” “Risk Rating 2,” “Risk Rating 3,” or “Risk Rating 4,” each as determined in accordance with the Credit and Collection Policy.

     “ Environmental Laws ”: Any and all foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing,

permitting, investigation or remediation of hazardous materials. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq .), the Hazardous Material Transportation Act (49 U.S.C. § 331 et seq .), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), the Safe Drinking Water Act (42 U.S.C. § 300, et seq .), the Environmental Protection Agency’s regulations relating to underground storage tanks (40 C.F.R. Parts 280 and 281), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .), and the rules and regulations thereunder, each as amended or supplemented from time to time.

     “ Equipment ”: Healthcare related equipment or such other equipment types as are approved for inclusion in the Collateral by the Administrative Agent (in its sole discretion).

     “ ERISA ”: The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

     “ ERISA Affiliate ”: (a) Any corporation that is a member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as a Seller, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with a Seller, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as a Seller, any corporation described in clause (a) above or any trade or business described in clause (b) above.

     “ Eurocurrency Liabilities ”: Defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

     “ Eurodollar Disruption Event ”: The occurrence of any of the following: (a) any Liquidity Bank or any Institutional Purchaser shall have notified the Administrative Agent of a determination by such Liquidity Bank or any of its assignees or participants or such Institutional Purchaser that it would be contrary to law or to the directive of any central bank or other governmental authority (whether or not having the force of law) to obtain Dollars in the London interbank market to fund the Advance, (b) any Liquidity Bank or any Institutional Purchaser shall have notified the Administrative Agent of the inability, for any reason, of such Liquidity Bank or any of its assignees or participants or such Institutional Purchaser, as applicable, to determine the Adjusted Eurodollar Rate, (c) any Liquidity Bank or any Institutional Purchaser shall have notified the Administrative Agent of a determination by such Liquidity Bank or any of its assignees or participants or such Institutional Purchaser, as applicable, that the rate at which deposits of Dollars are being offered to such Liquidity Bank or any of its assignees or participants or such Institutional Purchaser in the London interbank market does not accurately reflect the cost to such Liquidity Bank, such assignee or such participant or such Institutional Purchaser of making, funding or maintaining the Advance or (d) any Liquidity Bank any Institutional Purchaser shall have notified the Administrative Agent of the inability of such Liquidity Bank or any of its assignees or participants or such Institutional Purchaser, as applicable, to obtain Dollars in the London interbank market to make, fund or maintain the Advance.

     “ Eurodollar Reserve Percentage ”: For any period means the percentage, if any, applicable during such period (or, if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, emergency, supplemental, marginal or other reserve requirements) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term of one month.

     “ Exchange Act ”: The United States Securities Exchange Act of 1934, as amended.

     “ Excluded Amounts ”: (a) Any amount received in the Lock-Box by, on or with respect to any Loan included as part of the Collateral, which amount is attributable to the payment of any tax, fee or other charge imposed by any Governmental Authority on such Loan, (b) any amount representing a reimbursement of insurance premiums and (c) any amount with respect to any loan retransferred upon such loan becoming a Warranty Loan (if the applicable Seller has decided that such loan is no longer to be included in the Collateral).

     “ Face Amount ”: With respect to any Loan, the Outstanding Loan Balance thereof shown on the applicable Loan List.

     “ Facility Amount ”: $106,518,000, as such amount may be paid down by the Sellers from time to time.

     “ FDIC ”: The Federal Deposit Insurance Corporation, and any successor thereto.

     “ Federal Funds Rate ”: For any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Administrative Agent (or, if such day is not a Business Day, for the next preceding Business Day), or, if, for any reason, such rate is not available on any day, the rate determined, in the sole opinion of the Administrative Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. (Charlotte, North Carolina time).

     “ Finance Charges ”: With respect to any Loan, any interest or finance charges paid by or on behalf of an Obligor pursuant to or with respect to such Loan.

     “ Fitch ”: Fitch, Inc. or any successor thereto.

     “ Fixed Rate Loan ”: A Loan that is an Eligible Loan other than a Floating Rate Loan.

     “ Floating Rate Loan ”: A Loan that is an Eligible Loan where the interest rate payable by the Obligor thereof is based on the CapitalSource Prime Rate or CapitalSource LIBOR Rate, plus some specified interest percentage in addition thereto, and the Loan provides that such interest rate will reset immediately upon any change in the related CapitalSource Prime Rate or CapitalSource LIBOR Rate.

     “ GAAP ”: Generally accepted accounting principles as in effect from time to time in the United States.

     “ Governmental Authority ”: With respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person.

     “ Guaranteed Obligations ”: Defined in Section 14.1 .

     “ Guarantors ”: Defined in Preamble of this Agreement.

     “ Guaranty ”: The guaranty of the Guarantors set forth in Article XIV .

     “ H.15 ”: Federal Reserve Statistical Release H.15.

     “ Healthcare Properties ”: Includes hospitals, clinics, nursing homes, sports clubs, spas and other healthcare facilities and other similar Interests in Real Property used in one or more similar businesses (but excluding medical offices).

     “ Healthcare REIT ”: The REIT resulting from the consummation of a spin-off or initial public offering of the healthcare net-lease business of CapitalSource Inc. and its Subsidiaries after which the shares of such REIT are listed on a U.S. national securities exchange or the NASDAQ Stock Market.

     “ Healthcare REIT Consolidated Subsidiary ”: At any date, any Healthcare REIT Entity, if such Healthcare REIT Entity’s accounts, in accordance with GAAP, would be consolidated with those of CapitalSource Inc. in its consolidated and consolidating financial statements as of such date.

     “ Healthcare REIT Entities ”: The Healthcare REIT and its Subsidiaries, as well as any direct or indirect Subsidiaries of CapitalSource Inc. that are formed for the sole purpose of establishing, structuring or capitalizing the Healthcare REIT.

     “ Highest Required Investment Category ”: (i)  With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.

     “ Hospitality Properties ”: Includes hotels, motels, resorts, youth hostels, bed and breakfasts and other similar Interests in Real Property used in one or more similar businesses. For the avoidance of doubt, Hospitality Properties shall include Resort Finance Properties.

     “ Increased Costs ”: Any amounts required to be paid by the Sellers to an Affected Party pursuant to Section 2.15 .

     “ Indebtedness ”: With respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or that is evidenced by a note, bond, debenture or similar instrument or other evidence of indebtedness customary for indebtedness of that type, (b) all obligations of such Person under leases that shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness, obligations or liabilities of that Person in respect of Derivatives, (f) all obligations of such Person to redeem preferred stock of such Person (in the event such Person is a corporation), (g) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts which are available to be drawn or have been drawn under a letter of credit or similar instrument, (h) the principal portion of all obligations of such Person under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where such transaction in each case (I) is considered borrowed money indebtedness for tax purposes, and (II) is classified as an operating lease under GAAP and (i) obligations under direct or indirect guaranties in respect of obligations (contingent or otherwise) to purchase or otherwise acquire, or to otherwise assure a creditor against loss in respect of, indebtedness or obligations of others of the kind referred to in clauses (a) through (h) above.

     “ Indemnified Amounts ”: Defined in Section 11.1 .

     “ Indemnified Parties ”: Defined in Section 11.1 .

     “ Industrial Properties ”: Includes factories, refinery plants, warehouses, breweries and other similar Interests in Real Property used in one or more similar businesses.

     “ Industry ”: The industry of an Obligor as determined by reference to the two digit standard industry classification or North American Industry Classification System codes.

     “ Insolvency Event ”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person

of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

     “ Insolvency Laws ”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

     “ Insolvency Proceeding ”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event.

     “ Institutional Purchaser ”: Defined in the Preamble of this Agreement.

     “ Instrument ”: Any “instrument” (as defined in Article 9 of the UCC), other than an instrument that constitutes part of chattel paper.

     “ Insurance Policy ”: With respect to any Loan, an insurance policy covering liability and physical damage to or loss of the Related Property.

     “ Insurance Proceeds ”: Any amounts payable or any payments made on or with respect to a Loan under any Insurance Policy.

     “ Intercreditor Agreement ”: The Fourth Amended and Restated Intercreditor and Lockbox Administration Agreement, dated as of June 30, 2005, by and among each of the financing agents from time to time party thereto, Bank of America, N.A., as the lockbox bank, CapitalSource Finance LLC, as the originator, as the original servicer and as the lockbox servicer, and CapitalSource Funding Inc., as the owner of the account and as the owner of the lockbox, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ Interest ”: For each Accrual Period and the Advance still outstanding, the sum of the products (for each day during such Accrual Period) of:

     where:

provided, however , that (i) no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law and (ii) Interest

shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

     “ Interest Collections ”: Any and all amounts received in respect of any interest, amendment, waiver, late or prepayment fees (but excluding any other fees provided that such other fees are not structured in a manner to intentionally reduce the amount of Interest Collections) or other similar charges (including any Finance Charges) on or with respect to a Loan from or on behalf of any Obligor that are deposited into the Collection Account, or received by or on behalf of the Sellers by the Servicer or Originator in respect of a Loan, in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment.

     “ Interest Rate ”: For any Accrual Period and for the Advance still outstanding for each day during such Accrual Period:

     (i) to the extent the applicable Conduit Purchaser has funded the Advance through the issuance of commercial paper, a rate equal to the applicable CP Rate; or

     (ii) to the extent the applicable Conduit Purchaser or Institutional Purchaser did not fund the Advance through the issuance of commercial paper, a rate equal to the Alternative Rate;

provided, however , the Interest Rate shall be the Base Rate for any Accrual Period for the Advance as to which a Conduit Purchaser has funded the making or maintenance thereof by a sale of an interest therein to any Liquidity Bank under the applicable Liquidity Agreement on any day other than the first day of such Accrual Period without giving such Liquidity Bank(s) at least two Business Days’ prior notice of such assignment.

     “ Interests in Real Property ”: A fee simple interest, a financeable estate for years or a leasehold interest in each case in real property.

     “ Investment ”: Any investment in any Person, whether by means of purchase or acquisition of obligations or securities of such Person, capital contribution to such Person, loan or advance to such Person, making of a time deposit with such Person, guarantee or assumption of any obligation of such Person or otherwise.

     “ Investment Loan ”: Any senior or subordinated loan (including letters of credit issued under such loan) or lease (a) arising from the extension of credit to an Obligor by CapitalSource Inc. or its Consolidated Subsidiaries (excluding the Bank Subsidiary and the Healthcare REIT Consolidated Subsidiaries) in the ordinary course of business, (b) originated in accordance with the policies and procedures set forth in the Credit and Collection Policy, and (c) good and marketable title to which is owned by CapitalSource Inc. or a Consolidated Subsidiary

     “ Investment Loan Subsidiary ”: Any Person that becomes a Subsidiary as a result of the exercise of remedies by CapitalSource Inc. or any Consolidated Subsidiary under any Investment Loan.

     “ Investment in Equity Instruments ”: Each Investment, that is made in accordance with the policies and procedures set forth in the Credit and Collection Policy, owned by CapitalSource Inc. or its Consolidated Subsidiaries (excluding the Bank Subsidiary and the Healthcare REIT Consolidated Subsidiaries) in (a) common stock, partnership interests or membership interests of any Person and that is classified as “Common Stock,” “Partnership Units” or “Membership Units” on the consolidated schedule of investments of CapitalSource Inc. for the then most recently ended fiscal quarter, (b) preferred stock (other than redeemable preferred stock) of any Person and that is classified as “Preferred Stock” on the consolidated schedule of investments of CapitalSource Inc. for the then most recently ended fiscal quarter, (c) redeemable preferred stock of any Person and that is classified as “Redeemable Preferred Stock” on the consolidated schedule of investments of CapitalSource Inc. for the then most recently ended fiscal quarter, and (d) warrants to purchase common stock, partnership interests or membership interests of any Person and that is classified as “Common Stock Warrants,” “Partnership Unit Warrants” or “Membership Unit Warrants” on the consolidated schedule of investments of CapitalSource Inc. for the then most recently ended fiscal quarter.

     “ Issuer ”: Any Conduit Purchaser whose principal business consists of issuing commercial paper or other securities to fund its acquisition or maintenance of receivables, accounts, instruments, chattel paper, general intangibles and other similar assets.

     “ Land Development ”: Financing to an entity engaged in the business of purchasing land for the purposes of resale to a developer.

     “ LIBOR Market Index Rate ”: For any day, with respect to the Advance (a) the rate per annum appearing on Page 3750 of the Bridge Telerate Service (formerly Dow Jones Market Service) (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, as the rate for dollar deposits with a one-month maturity; (b) if for any reason the rate specified in clause (a) of this definition does not so appear on Page 3750 of the Bridge Telerate Service (or any successor or substitute page or any such successor to or substitute for such service), the rate per annum appearing on Reuters Screen LIBO page (or any successor or substitute page) as the London interbank offered rate for deposits in dollars at approximately 11:00 a.m., London time, for such day, provided, if such day is not a Business Day, the immediately preceding Business Day, for a one-month maturity; and (c) if the rate specified in clause (a) of this definition does not so appear on Page 3750 of the Bridge Telerate Service (or any successor or substitute page or any such successor to or substitute for such service) and if no rate specified in clause (b) of this definition so appears on Reuters Screen LIBO page (or any successor or substitute page), the interest rate per annum at which dollar deposits of $5,000,000 and for a one-month maturity are offered by the principal London office of WBNA in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, for such day.

     “ Lien ”: Any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets or properties in favor of any other Person

(including any UCC financing statement or any similar instrument filed against such Person’s assets or properties).

     “ Liquidation Expenses ”: With respect to any Loan, the aggregate amount of all out-of-pocket expenses reasonably incurred by the Servicer (including amounts paid to any subservicer) and any reasonably allocated costs of counsel (if any), in each case in accordance with the Servicer’s customary procedures in connection with the repossession, refurbishing and disposition of any related assets securing such Loan upon or after the expiration or earlier termination of such Loan and other out-of-pocket costs related to the liquidation of any such assets, including the attempted collection of any amount owing pursuant to such Loan if it is a Defaulted Loan, and if requested by the Administrative Agent, the Servicer and Originator must provide to the Administrative Agent a breakdown of the Liquidation Expenses for any Loan along with any supporting documentation therefor.

     “ Liquidity Agreement ”: (a) with respect to each Conduit Purchaser, the Liquidity Purchase Agreement or liquidity loan agreement by and among such Conduit Purchaser, the Liquidity Banks named therein, and the related Purchaser Agent, as such agreement may be amended, modified, waived, supplemented, restated or replaced from time to time, and (b) with respect to each Additional Purchaser that is also a Conduit Purchaser, the liquidity purchase agreement or liquidity loan agreement by and among such Additional Purchaser, the Liquidity Banks named therein and the related Additional Agent, as such agreement may be amended, modified, waived, supplemented, restated or replaced from time to time.

     “ Liquidity Bank ”: The Person or Persons who provide liquidity support to any Conduit Purchaser or Additional Purchaser that is also a Conduit Purchaser pursuant to a Liquidity Agreement in connection with the issuance by such Purchaser of Commercial Paper Notes.

     “ Loan ”: (i) The CSIII Loans; (ii) the QRS Loans; and (iii) any other loan originated by the applicable Originator or, in the case of an Assigned Loan, otherwise acquired by the applicable Originator, that is identified on a Loan List and sold or contributed to the applicable Seller and included as part of the Collateral, which loan includes, without limitation, (i) the Required Loan Documents and Loan File, and (ii) all right, title and interest of the applicable Originator in and to the loan and any Related Property.

     “ Loan Checklist ”: An electronic list of loan documents delivered by or on behalf of the applicable Seller to the Collateral Custodian that identifies each of the items contained in the related Loan File, as amended from time to time.

     “ Loan Files ”: With respect to any Loan and Related Security, copies of each of the Required Loan Documents and duly executed originals (to the extent required by the Credit and Collection Policy) and copies of any other Records relating to such Loan and Related Security.

     “ Loan List ”: The Loan List provided by the applicable Seller to the Administrative Agent and the Collateral Custodian, in the form of Schedule IV hereto, as such list may be amended, supplemented or modified from time to time in accordance with this Agreement.

     “ Loan Register ”: Defined in Section 5.4(n) .

     “ Loan-to-Liquidation Value ”: With respect to any Loan included in the Collateral as of the Closing Date, the Loan-to-Liquidation Value set forth on Schedule IV with respect to such Loan, otherwise, with respect to any other Loan, as of the date of origination of such Loan, the percentage equivalent of a fraction (i) the numerator of which is equal to the maximum availability (as provided in the applicable underlying loan documents) of such Loan as of the date of its origination and (ii) the denominator of which is equal to the liquidation value of the Related Property securing such Loan that is subject to a first priority lien in favor of the applicable Originator (as determined by the Servicer in accordance with the Credit and Collection Policy and in a commercially reasonable manner).

     “ Loan-to-Value Ratio ”: With respect to any Loan (other than a Real Estate Loan) included in the Collateral as of the Closing Date, the Loan-to-Value Ratio set forth on Schedule IV with respect to such Loan, otherwise, with respect to any other Loan (other than a Real Estate Loan), as of the date of origination of such Loan, the percentage equivalent of a fraction (a) the numerator of which is equal to the total commitment amount of such Loan as of the date of its origination (as provided in the related loan documents) plus the total commitment amount or principal amount, as the case may be, as of the applicable date of origination or incurrence, of all other Indebtedness of the related Obligor (including, in the case of revolving loans and delayed draw loans, the Outstanding Loan Balance thereof as determined on the last day of each calendar month) which is senior to or pari passu with such Loan, and (b) the denominator of which is equal to the enterprise value of the Related Property securing such Loan (as determined by the Originator in accordance with the Credit and Collection Policy).

     With respect to any Real Estate Loan included in the Collateral as of the Closing Date, the Loan-to-Value Ratio set forth on Schedule IV with respect to such Real Estate Loan, otherwise, with respect to any other Real Estate Loan, as of the date of origination of such Real Estate Loan, the percentage equivalent of a fraction (a) the numerator of which is equal to the total commitment amount of such Real Estate Loan as of the date of origination (as provided in the related loan documents) plus the total commitment amount or principal amount, as the case may be, as of the applicable date of origination or incurrence, of all other Indebtedness of the related Obligor (including, in the case of revolving loans and delayed draw loans, the Outstanding Loan Balance thereof as determined on the last day of each calendar month) which is senior to or pari passu with such Real Estate Loan, and (b) the denominator of which is equal to the lower of the Obligor’s cost to acquire the Related Property or the value of such date (determined by means of an Appraisal) of the Related Property, in either case, excluding the cost or value of any Construction Properties.

     “ Lock-Box ”: The post office box to which Collections are remitted for retrieval by a Lock-Box Bank and deposited by such Lock-Box Bank into a Lock-Box Account, the details of which are contained in Schedule II .

     “ Lock-Box Account ”: The account maintained at the Lock-Box Bank for the purpose of receiving Collections, the details of which are contained in Schedule II , as such schedule may be amended from time to time.

     “ Lock-Box Agreement ”: The Fifth Amended and Restated Three Party Agreement Relating to Lockbox Services and Control (with Activation Upon Notice), dated as of June 30,

2005, by and among Wells Fargo, as the indenture trustee and as the Citi indenture trustee (as defined therein), Bank of America, N.A., as the lockbox bank, WCM, as the conduit administrative agent and as the acquisition administrative agent, CapitalSource Finance, as the originator, as the original servicer and as the lockbox servicer, and CapitalSource Funding LLC, as the owner of the account and as the owner of the lockbox, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ Lock-Box Bank ”: Bank of America, N.A., or any of the banks or other financial institutions holding one or more Lock-Box Accounts.

     “ Margin Stock ”: Margin Stock as defined under Regulation U.

     “ Material Adverse Effect ”: With respect to any event or circumstance, means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance, properties or prospects of any of the Originators, the Servicer or either Seller, (b) the validity, enforceability or collectibility of this Agreement or any other Transaction Document or the validity, enforceability or collectibility of the Loans generally or any material portion of the Loans, (c) the rights and remedies of the Administrative Agent, the Purchasers, the Purchaser Agents and the Secured Parties arising from the Transaction Documents, (d) the ability of either Seller, any of the Originators, the Servicer, the Backup Servicer or the Collateral Custodian to perform its obligations under this Agreement or any other Transaction Document, or (e) the status, existence, perfection, priority or enforceability of the Administrative Agent’s, the Purchaser Agents’, or the Secured Parties’ interest in the Collateral.

     “ Material Modification ”: (1) Any amendment or waiver of, or modification or supplement to, any related underlying loan document governing a Loan that (a) reduces the principal amount of such Loan, (b) waives one or more interest payments, or reduces the spread over the applicable reference rate comprising the interest rate on such Loan if such Loan is a Floating Rate Loan or reduces the coupon comprising the interest rate on such Loan if such Loan is a Fixed Rate Loan; provided that the foregoing shall not apply to waivers or reductions related to the operation of default or penalty interest clauses and, in addition, the spread or coupon, as applicable, may be reduced by not more than 1.5% applicable to the spread or coupon of such Loan, so long as the interest coverage ratio (howsoever defined in the related underlying loan documents) is greater than 2.0:1 at the time of such reduction, (c) contractually or structurally subordinates such Loan by operation of a priority of payments, turnover provisions, the transfer of assets in order to limit recourse to the related Obligor or the granting of security (other than permitted security) on any of the Related Property securing such Loan, (d) postpones the due date of any Scheduled Payment in respect of such Loan, (e) terminates or releases any material lien or security interest securing such Loan (other than the release of such lien or security interest (i) as required by the related underlying loan documents so long as it does not involve a material portion of the Collateral or (ii) in conjunction with the sale or disposition of the assets subject to such lien or security interest so long as 100% of the cash proceeds from such sale or disposition ( minus any taxes and expenses incurred in connection with such sale or disposition) are applied to prepay the applicable Loan and the gross cash proceeds from such sale or disposition are at least equal to 100% of the value of the property being released from such lien or security interest) or (f) alters the status of such Loan as a Defaulted Loan and (2) any loan or extension of credit by the applicable Originator (or any other lender) to the Obligor for the purpose of (a)

making any past due principal, interest or other payments due on such Loan, (b) preventing such Loan or any other loan to the related Obligor from becoming past due or (c) causing a Defaulted Loan to cease to be so classified; provided that a loan or extension of credit provided for refinancing purposes at or around such Loan’s then schedule maturity date shall not be deemed to be a Material Modification.

     “ Materially Modified Loan ”: Any Loan subject to a Material Modification.

     “ Materials of Environmental Concern ”: Any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Laws, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

     “ Middle Market ABL Loan ”: Any Revolving Loan that (i) is secured by a valid and perfected first priority Lien on all of the Obligor’s assets constituting Related Property for such Loan, (ii) provides the related Obligor with the option to receive additional borrowings thereunder based on the value of its eligible accounts receivables, inventory or equipment, (iii) has a Loan-to-Liquidation Value of less than or equal to (a) 85% with respect to the Related Property which constitutes accounts receivables, (b) 50% with respect to the Related Property which constitutes inventory, and (c) 80% with respect to the Related Property which constitutes Equipment, (iii) provides that the payment obligation of the Obligor on such Loan is either senior to, or pari passu with, all other loans or financings to such Obligor, (iv) has an availability mechanism that is governed by a dynamic borrowing base formula that specifies eligible collateral and advance rates, and where the borrowing base and availability are calculated at least monthly, and (v) employs lock-boxes for cash control; provided, however , any such Loan shall exclude any Retained Interest.

     “ Middle Market Loan ”: Any Loan that is a Middle Market ABL Loan, Senior Secured Loan, Second Lien Loan or Subordinated Loan.

     “ Minimum Overcollateralization Ratio ”: An Overcollateralization Ratio equal to 160%.

     “ Mixed Use Properties ”: Includes any property in which not more than 50% of the rentable area of such property can be classified into a single classification of Mortgaged Property.

     “ Monthly Report ”: Defined in Section 6.10(b) .

     “ Moody’s ”: Moody’s Investors Service, Inc., and any successor thereto.

     “ Mortgage ”: The mortgage, deed of trust or other instrument creating a first or second Lien on an Interest in Real Property securing a Loan subject to this Agreement, including any Assignment of Leases and Rents related thereto.

     “ Mortgaged Property ”: The underlying Interests in Real Property which are subject to the Lien of a Mortgage that secures a Loan, consisting of Interests in Real Property in a parcel or parcels of land, at least one of which parcels is improved by a commercial building or facility, together with Interests in Real Property in such commercial building or facility and any personal

property, fixtures, leases and other property or rights pertaining to such land, commercial building or facility which are subject to the related Mortgage. For the avoidance of doubt, the applicable classification of Mortgaged Property includes Healthcare Properties, Hospitality Properties, Industrial Properties, Multifamily Properties, Office Properties, Retail Properties, Resort Finance Properties, Other Property and Land Development. Each Eligible Loan shall be classified into one of the applicable classifications of Mortgaged Property identified herein or as a Mixed Use Property, including Eligible Loans that are also classified as Development Properties.

     “ Multiemployer Plan ”: A “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the immediately preceding five years contributed to by either Seller or any ERISA Affiliate on behalf of its employees.

     “ Multifamily Properties ”: Includes multifamily dwellings such as apartment blocks, condominiums and cooperative owned buildings.

     “ NAICS Code ” means the North American Industry Classification System Codes by two digits.

     “ Net Proceeds of Capital Stock/Conversion of Debt ”: (i) To the extent the Credit Agreement is in effect, the definition of “Net Proceeds of Capital Stock/Conversion of Debt” as set forth in such Credit Agreement, and (ii) in all other cases, any and all proceeds (whether cash or non-cash) or other consideration received by CapitalSource Inc., its Consolidated Subsidiaries or the CapitalSource Bank Entities, on a consolidated basis, in respect of the issuance of Capital Stock to a Person other than CapitalSource Inc. or its Consolidated Subsidiaries (including, without limitation, the aggregate amount of any and all Indebtedness converted into Capital Stock), after deducting therefrom all reasonable and customary costs and expenses incurred by CapitalSource Inc., such Consolidated Subsidiary and CapitalSource Bank Entity in connection with the issuance of such Capital Stock in each case to the extent classified as equity on the consolidated balance sheet of CapitalSource Inc., its Consolidated Subsidiaries and the CapitalSource Bank Entities; provided , however , that such proceeds shall exclude any consideration received in connection with an initial public offering of the Healthcare REIT.

     “ NOI ”: With respect to any Mortgaged Property, as of the last day of any fiscal quarter, the amount determined for the period consisting of such fiscal quarter and each of the three immediately preceding fiscal quarters of the sum of all rents and other revenues received in the ordinary course from such Mortgaged Property minus all expenses paid related to the ownership, operation and maintenance of such Mortgaged Property.

     “ Noteless Loan ”: A Loan with respect to which the underlying loan documents do not require the Obligor to execute and deliver a promissory note to evidence the indebtedness created under such Loan.

     “ Obligor ”: With respect to any Loan, any Person or Persons obligated to make payments pursuant to or with respect to such Loan, including any guarantor thereof.

     “ Office Properties ”: Includes office buildings (including medical offices), conference facilities and other similar Interests in Real Property used in the commercial real estate business.

     “ Officer’s Certificate ”: A certificate signed by a Responsible Officer of the applicable Seller or the Servicer, as the case may be, and delivered to the Collateral Custodian.

     “ Opinion of Counsel ”: A written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its sole discretion.

     “ Optional Sale ”: Defined in Section 2.19(a) .

     “ Optional Sale Date ”: Any Business Day, provided three (3) Business Days’ prior written notice is given in accordance with
Section 2.19(a) .

     “ Originators ”: Defined in the Preamble of this Agreement.

     “ Other Costs ”: Defined in Section 13.9(c) .

     “ Other Property ”: Includes any property that is not Healthcare Property, Hospitality Property, Industrial Property, Multifamily Property, Office Property, Retail Property, Mixed Use Property or Land Development.

     “ Outstanding Loan Balance ”: With respect to (i) any Loan purchased at less than 95% of its par value, the purchase price of such Loan (excluding any PIK component or accrued interest payable) minus the sum of principal payments received in respect of such Loan on or before the date of determination and (ii) any Loan purchased at no less than 95% of par or originated directly by the applicable Originator or an Affiliate, the sum of (a) the portion of all future Scheduled Payments becoming due under or with respect to such Loan plus (b) any past due Scheduled Payments with respect to such Loan (other than with respect to those payments to the extent a Servicer Advance is outstanding with respect thereto).

     “ Overcollateralization Ratio ”: As of any date of determination, an amount expressed as a percentage equal to (i)(a) the Aggregate Outstanding Loan Balance as of such date plus (b) all amounts on deposit in the Principal Collections Account as of such date divided by (ii) Advances Outstanding as of such date.

     “ Participation Loan ”: A Loan to an Obligor, originated by the applicable Originator and serviced by the Servicer in the ordinary course of its business, in which a participation interest has been granted to another Person in accordance with the Credit and Collection Policy and (i) such transaction has been fully consummated, pursuant to a participation agreement in a form previously delivered by the applicable Originator to the Administrative Agent in connection with this transaction or in such other form as shall be adopted by the applicable Originator and approved in writing by the Administrative Agent at least five days prior to such Loan becoming part of the Collateral hereunder, (ii) such Loan (other than in the case of a Noteless Loan) is represented by a separate promissory note, and (iii) the applicable Originator has the right to receive and collect payments directly in its own name, and to enforce its rights directly against the Obligor thereof including the right to proceed against collateral; provided, however , any such Loan shall exclude any Retained Interest.

     “ Payment Date ”: The fifteenth (15th) day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, commencing in July, 2009.

     “ Permitted Investments ”: With respect to any Payment Date means negotiable instruments or securities or other investments maturing on or before such Payment Date (a) which, except in the case of demand or time deposits, investments in money market funds and Eligible Repurchase Obligations, are represented by instruments in bearer or registered form or ownership of which is represented by book entries by a Clearing Agency or by a Federal Reserve Bank in favor of depository institutions eligible to have an account with such Federal Reserve Bank who hold such investments on behalf of their customers, (b) that, as of any date of determination, mature by their terms on or prior to the Business Day immediately preceding the next Payment Date immediately following such date of determination, and (c) that evidence:

     (1) direct obligations of, and obligations fully guaranteed as to full and timely payment by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States);

     (2) demand deposits, time deposits or certificates of deposit of depository institutions or trust companies incorporated under the laws of the United States or any state thereof and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time of a Seller’s investment or contractual commitment to invest therein, the commercial paper, if any, and short-term unsecured debt obligations (other than such obligation whose rating is based on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from Fitch and each Rating Agency in the Highest Required Investment Category granted by Fitch and such Rating Agency, which in the case of Fitch, shall be “F-1+”;

     (3) commercial paper, or other short term obligations, having, at the time of the applicable Seller’s investment or contractual commitment to invest therein, a rating in the Highest Required Investment Category granted by each Rating Agency, which in the case of Fitch, shall be “F-1+”;

     (4) demand deposits, time deposits or certificates of deposit that are fully insured by the FDIC and either have a rating on their certificates of deposit or short-term deposits from Moody’s and S&P of “P-1” and “A-1”, respectively, and if rated by Fitch, from Fitch of “F-1+”;

     (5) notes that are payable on demand or bankers’ acceptances issued by any depository institution or trust company referred to in
clause (2) above;

     (6) investments in taxable money market funds or other regulated investment companies having, at the time of a Seller’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category from Moody’s, S&P and Fitch (if rated by Fitch);

     (7) time deposits (having maturities of not more than ninety (90) days) by an entity the commercial paper of which has, at the time of a Seller’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category granted by Fitch and each Rating Agency; or

     (8) Eligible Repurchase Obligations with a rating acceptable to the Rating Agencies, which in the case of Fitch, shall be “F-1+” and in the case of S&P shall be “A-1”.

The Collateral Custodian may pursuant to the direction of the Servicer or Administrative Agent, as applicable, purchase or sell to itself or an Affiliate, as principal or agent, the Permitted Investments described above.

     “ Permitted Liens ”: Any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced (a) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising in the ordinary course of business securing obligations that are not overdue for a period of more than thirty (30) days, and (c) Liens granted pursuant to or by the Transaction Documents.

     “ Permitted Securitization Transaction ”: Any financing transaction undertaken by a Seller or an Affiliate of such Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

     “ Person ”: An individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or other entity.

     “ Prepayments ”: Any and all (i) partial or full prepayments on or with respect to a Loan (including, with respect to any Loan and any Collection Period, any Scheduled Payment, Finance Charge or portion thereof that is due in a subsequent Collection Period that the Servicer has received, and pursuant to the terms of Section 6.4(b) expressly permitted the related Obligor to make, in advance of its scheduled due date, and that will be applied to such Scheduled Payment on such due date), (ii) Recoveries, and (iii) Insurance Proceeds.

     “ Prime Rate ”: (a) The rate announced by WBNA from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes, or (b) with respect to any Additional Purchaser, as otherwise specified by or on behalf of such Additional Purchaser in the applicable Additional Purchaser Agreement. The Prime Rate is not intended to be the lowest rate of interest charged by WBNA or any other specified financial institution in connection with extensions of credit to debtors.

     “ Principal Collections ”: Any and all amounts received in respect of any principal due and payable under the Loans from or on behalf of Obligors that are deposited into the Principal Collections Account, or received by or on behalf of the applicable Seller by the Servicer or applicable Originator in respect of Loans, in the form of cash, checks, wire transfers, electronic transfers or any other form of cash payment.

     “ Principal Collections Account ”: Defined in Section 6.4(f) .

     “ Proceeds ”: With respect to any Collateral, whatever is receivable or received when such Collateral is sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral.

     “ Program Fee ”: (a) With respect to any Purchaser, as defined in the applicable Purchaser Fee Letter and (b) with respect to any Additional Purchaser, as specified in the applicable Additional Agent Fee Letter.

     “ Program Fee Rate ”: (a) With respect to any Purchaser, the rate set forth in the applicable Purchaser Fee Letter and (b) with respect to any Additional Purchaser, the rate set forth in the applicable Additional Agent Fee Letter as the “Program Fee Rate.”

     “ Pro-Rata Share ”: With respect to a Purchaser, the percentage set forth next to such Purchaser’s name on Annex A hereto, which schedule may be updated by the Administrative Agent (with notice to the Sellers) from time to time.

     “ Purchaser ”: (i) WBNA, (ii) any Additional Purchaser, as the context requires, and “ Purchasers ” means collectively (a) WBNA and (b) the Additional Purchasers.

     “ Purchaser Agent ”: With respect to (i) WBNA, the WBNA Agent, (ii) any Additional Purchasers, the related Additional Agent and (iii) each Institutional Purchaser which may from time to time become a party hereto, each shall be deemed to be its own Purchaser Agent.

     “ Purchaser Fee Letter ”: Each Fee Letter Agreement, dated as of the date hereof, by and among the Sellers, the Servicer, and the applicable Purchaser Agent, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ QRS Criteria ”: The eligibility criteria for the QRS Loans as set forth on Schedule VI attached hereto.

     “ QRS Loan ”: The loans originated by the QRS Originator that are identified on a Loan List and have been sold or contributed to the QRS Seller and included as part of the Collateral, which loan includes, without limitation, (i) the Required Loan Documents and Loan File, and (ii) all right, title and interest of the QRS Originator in and to the loan and any Related Property.

     “ QRS Originator ”: Defined in the Preamble of this Agreement.

     “ QRS Sale Agreement ”: The Second Amended and Restated Sale and Contribution Agreement, dated as of May 29, 2009, between the QRS Originator and the QRS Seller, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ QRS Seller ”: Defined in the Preamble of this Agreement.

     “ Qualified Institution ”: Defined in Section 6.4(f) .

     “ Qualified Transferee ”:

     (a) Each Seller, each Purchaser Agent and any Affiliate thereof, or the Administrative Agent or any Affiliate of the Administrative Agent; or

     (b) any other Person which:

     (i) has at least $50,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary); and

     (ii) is regularly engaged in the business of making or owning commercial real estate loans or operating commercial real estate properties; and

     (iii) is one of the following:

     (A) an insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan, or

     (B) an investment company, money management firm or a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an “institutional accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended; or

     (C) the trustee, collateral agent or administrative agent in connection with (x) a securitization of the subject Loan through the creation of collateralized debt or loan obligations or (y) an asset-backed commercial paper transaction funded by a commercial paper conduit whose commercial paper notes are rated at least “A-1” by S&P or at least “P-1” by Moody’s, or (z) a repurchase transaction funded by an entity which would otherwise be a Qualified Transferee so long as the “equity interest” (other than any nominal or de minimis equity interest) in the special purpose entity that issues notes or certificates in connection with any such collateralized debt or loan obligation, asset-backed commercial paper funded transaction or repurchase transaction is owned by one or more entities that are Qualified Transferees under subclauses (A) or (B) above; or

     (D) any entity Controlled (as defined below) by any of the entities described in subclauses (i) , (ii) or (iii)  above.

For purposes of this definition only, “Control” means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise, and “Controlled” has the meaning correlative thereto.

     “ Rating Agency ”: Each of S&P, Moody’s and any other rating agency that has been requested to issue a rating with respect to a Permitted Securitization Transaction.

     “ Real Estate ABL Loan ”: Any Revolving Loan that (i) secured by a valid and perfected first priority Lien on all the Obligor’s assets constituting Related Property for such Loan (such related property may not consist of residential mortgage receivables or pools of residential mortgages but may consist of timeshare receivables), (ii) provides the related Obligor with the option to receive additional borrowings thereunder based on the value of its eligible accounts receivable, commercial mortgage receivables, inventory (other than real estate property or land) or equipment, (iii) has a Loan-to-Liquidation Value of less than or equal to (a) 85% with respect to the Related Property which constitutes eligible accounts receivables, (b) 90% with respect to the Related Property which constitutes commercial mortgage receivables, (c) 50% with respect to the Related Property which constitutes inventory, and (d) 80% with respect to the Related Property which constitutes Equipment; provided that the average and largest balances of eligible accounts receivable, commercial mortgage receivables, inventory or equipment shall not exceed 10% and 30%, respectively, of such Loan’s Loan-to-Liquidation Value, (iv) provides that the payment obligation of the Obligor on such Loan is either senior to, or pari passu with, all other loans or financings to such Obligor, (v) has an availability mechanism that is governed by a dynamic borrowing base formula that specifies eligible collateral and advance rates, and where the borrowing base and availability are calculated at least monthly and (vi) employs lock-boxes for cash control; provided, however , any such Loan shall exclude any Retained Interest. For the avoidance of doubt, any rediscount loan shall be classified as a Real Estate ABL if it meets the above requirements; otherwise, rediscount loans that do not meet the definition of Real Estate ABL shall be ineligible.

     “ Real Estate Loan ”: Any Real Estate ABL Loan, Senior Secured Whole Loan or B-Note Loan (including any lease financing) (i) for which the underlying Related Property consists primarily of real property, (ii) the proceeds of which are primarily used to finance the acquisition, construction or development of real property or (iii) the primary source of repayment from which is from the sale or liquidation of, or income from, real property; provided , however , that any loan intended to finance Construction Properties, Land Development, Condominium Conversions and Development Properties shall not constitute a Real Estate Loan.

     “ Records ”: All documents relating to the Loans, including books, records and other information (including without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) executed in connection with the origination or acquisition of the Collateral or maintained with respect to the Collateral and the related Obligors that the applicable Seller, the applicable Originator or the Servicer have generated, in which the applicable Seller, the applicable Originator or the Servicer have acquired an interest pursuant to the applicable Sale Agreement or in which the applicable Seller, the applicable Originator or the Servicer have otherwise obtained an interest.

     “ Recovery Rate ”: With respect to any Loan as of any date of determination, the recovery rate determined in accordance with the following chart:

Middle Market Loans

Real Estate Loans

     “ Recoveries ”: As of the time any Related Property is sold, discarded (after a determination by the Servicer that such Related Property has little or no remaining value) or otherwise determined to be fully liquidated by the Servicer in accordance with the Credit and Collection Policy with respect to any Defaulted Loan, the proceeds from the sale of the Related Property, the proceeds of any related Insurance Policy, any distribution from an REO Asset Owner, any other recoveries with respect to such Defaulted Loan, the Related Property, and amounts representing late fees and penalties, net of Liquidation Expenses and amounts, if any, received that are required under such Loan to be refunded to the related Obligor.

     “ Regulation U ”: Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R. §221, or any successor regulation.

     “ REIT ”: A “real estate investment trust” as defined in Section 856(c)(5)(B) of the Code.

     “ Related Loan ”: With respect to any Loan, (i) in any transaction of any Affiliate of CapitalSource Inc., any other loan or other debt for borrowed money extended to the same Obligor and (ii) in all other cases, any other loan or other debt for borrowed money extended to the same Obligor of which the Servicer has (or reasonably should have) knowledge and is senior to or pari passu with such Loan.

     “ Related Property ”: With respect to any Loan, any property or other assets designated and pledged as collateral to the applicable Originator to secure repayment of such Loan, including, without limitation, Mortgaged Property and/or a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets; provided that Related Property may not include residential mortgage receivables or one or more residential mortgages but may include timeshare receivables.

     “ Related Security ”: All of the applicable Seller’s right, title and interest in and to:

     (a) any Related Property securing a Loan and all Recoveries related thereto;

     (b) all Required Loan Documents, Loan Files related to any Loan, Records, and the documents, agreements, and instruments included in the Loan File or Records, including without limitation, rights of recovery of the applicable Seller against the applicable Originator;

     (c) all Insurance Policies with respect to any Loan;

     (d) all security interests, liens, guaranties, warranties, letters of credit, accounts, bank accounts, mortgages or other encumbrances and property subject thereto from time to time purporting to secure or support payment of any Loan, together with all UCC financing statements or similar filings signed by an Obligor relating thereto;

     (e) the Collection Account, each Lock Box and all Lock Box Accounts, together with all cash and investments in each of the foregoing other than amounts earned on investments therein;

     (f) the applicable Sale Agreement and the assignment to the Administrative Agent of all UCC financing statements filed by the applicable Seller against the applicable Originator under or in connection with the applicable Sale Agreement; and

     (g) the proceeds of each of the foregoing.

     “ REO Asset ”: With respect to any Loan, any Related Property that has been foreclosed on or repossessed from the current Obligor by the Servicer, and is being managed by the Servicer on behalf of, and in the name of, any REO Asset Owner, for the benefit of the Secured Parties and any other equity holder of such REO Asset Owner.

     “ REO Asset Owner ”: Defined in Section 6.17 .

     “ Repayment Notice ”: Each written notice required to be delivered by each Seller (i) in respect of any reduction of the Advances Outstanding pursuant to Section 2.4(a) , in the form of Exhibit A-2 , and (ii) on each Determination Date.

     “ Reporting Date ”: The date that is two Business Days prior to each Payment Date or, if such day is not a Business Day, the next succeeding Business Day.

     “ Required Loan Documents ”: With respect to (i) any Noteless Loan identified as a Noteless Loan on the Loan Checklist, a copy of the related Loan Register (together with a certificate of a Responsible Officer of the Servicer certifying to the accuracy of such Loan Register as of the date such Loan is included as a part of the Collateral), (ii) all Loans other than Noteless Loans, the duly executed original of the promissory note and an assignment (which may be by endorsement or allonge) of each such promissory note to the applicable Seller and then the Administrative Agent, signed by an officer of the applicable Originator and the applicable Seller, respectively, (iii) any Loan, any related loan agreement and the Loan Checklist together with, to the extent set forth on the Loan Checklist, duly executed (if applicable) originals or copies of each of any related participation agreement, acquisition agreement, subordination agreement, intercreditor agreement, security agreements or similar instruments, UCC financing statements, guarantee, or Insurance Policy, (iv) each Loan secured by real property, an Assignment of Mortgage and (v) any Loan identified as an Assigned Loan on the Loan Checklist, the duly

executed original assignment agreement; provided that with respect to any Assigned Loan, any of the foregoing documents, other than any related promissory notes, may be copies. For the avoidance of doubt, with respect to any Loan originated by an Affiliate of CapitalSource Inc. and acquired by CapitalSource Finance or its successors and assigns from such Affiliate in compliance with Section 2.21 , Required Loan Documents shall include duly executed originals or copies, as applicable, of each of the foregoing categories of documents with respect to the sale or transfer of each such Loan from such Affiliate to CapitalSource Finance.

     “ Required Reports ”: Collectively, the Monthly Report, the Servicer’s Certificate required pursuant to Section 6.10(c) , the financial statements of the Servicer required pursuant to Section 6.10(d) , the annual statements as to compliance required pursuant to Section 6.11 , and the annual independent public accountant’s report required pursuant to Section 6.12 .

     “ Residential Mortgage Policies and Procedures ”: The written residential mortgage policies and procedures manual of CapitalSource Inc. in the form attached hereto as Schedule VII as it may be amended or supplemented from time to time.

     “ Resort Finance Properties ”: Includes resorts, timeshare estates, vacation clubs and other similar Interests in Real Property used in one or more similar businesses.

     “ Responsible Officer ”: With respect to any Person, any duly authorized officer of such Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other duly authorized officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

     “ Restricted Junior Payment ”: (i) any dividend or other distribution, direct or indirect, on account of any class of membership interests of a Seller now or hereafter outstanding, except a dividend payment solely in interests of that class of membership interests or in any junior class of membership interests of such Seller; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of membership interest of a Seller now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire membership interests of a Seller now or hereafter outstanding, and (iv) any payment of management fees by a Seller (except for reasonable management fees to the applicable Originator or its Affiliates in reimbursement of actual management services performed).

     “ Retail Properties ”: Includes retail stores, restaurants, bookstores, clothing stores and other similar Interests in Real Property used in one or more similar businesses.

     “ Retained Interest ”: (A) With respect to any Revolving Loan or any Loan with an unfunded commitment on the part of the applicable Originator that does not provide by its terms that funding thereunder is in such Originator’s sole and absolute discretion and that is transferred by the applicable Originator to the applicable Seller, all of the obligations, if any, to provide additional funding with respect to such Revolving Loan, and (B) with respect to any Assigned Loan, any Participation Loan or any Agented Loan that is transferred by the applicable Originator to the applicable Seller, (i) all of the obligations, if any, of the agent(s) under the

documentation evidencing such Assigned Loan, Participation Loan, or Agented Loan and (ii) the applicable portion of the interests, rights and obligations under the documentation evidencing such Assigned Loan, Participation Loan, or Agented Loan that relate to such portion(s) of the indebtedness that is owned by another lender or is being retained by the applicable Originator pursuant to clause (A) of this definition.

     “ Revolving Loan ”: A Loan that is a line of credit or contains an unfunded commitment arising from an extension of credit by the applicable Originator to an Obligor, pursuant to the terms of which amounts borrowed may be repaid and subsequently reborrowed; provided, however , any such Loan shall exclude any Retained Interest.

     “ Retransfer Date ”: Defined in Section 4.6 .

     “ Retransfer Price ”: Defined in Section 4.6 .

     “ Review Criteria ”: Defined in Section 8.2(b) .

     “ S&P ”: Standard & Poor’s, a division of The McGraw Hill Companies, Inc., and any successor thereto.

     “ Sale Agreements ”: The CSIII Sale Agreement and the QRS Sale Agreement.

     “ Scheduled Payments ”: With respect to any Loan, each monthly, quarterly, or annual payment of principal required to be made by the Obligor thereof under the terms of such Loan; in all cases, excluding any payment in the nature of, or constituting, interest.

     “ Second Lien Loan ”: Any Term Loan that (i) is secured by a valid and perfected first priority security interest on all of the Obligor’s assets constituting Related Property for the Loan (whether or not there is also a security interest of a higher or lower priority in additional collateral), (ii) with respect to priority of payment obligations is pari passu with the indebtedness of the holder with the first priority security interest except after an event of default thereunder, (iii) pursuant to an intercreditor agreement between the applicable Seller and the holder of such first priority security interest, the amount of the indebtedness covered by such first priority security interest is limited (in terms of aggregate dollar amount or percent of outstanding principal or both), and (iv) has a “first dollar” at risk not to exceed 60% of the Loan-to-Value and a “last dollar” at risk not to exceed 70% of the Loan-to-Value.

     “ Secured Party ”: (i) each Purchaser, (ii) the Administrative Agent and each Purchaser Agent, and (iii) Wachovia Bank, National Association, as the “Security Trustee” (for itself and for the other “Secured Parties” as defined in the CS Europe Financing) in accordance with Clause 23 of the CS Europe Financing, to the extent any payments are owed thereto in connection with the Sellers Guaranty.

     “ Security System Loan ”: A Loan with respect to which the related Obligor is in the business classified under 2002 NAICS Code 56162 (Security Systems Services) and which is secured by Alarm Service Agreements.

     “ Securities Account Control Agreement ”: The Securities Account Control Agreement, dated as of May 29, 2009, among the CSIII Seller, the QRS Seller, the Servicer, the Administrative Agent and the Collateral Custodian, as amended, modified, waived, supplemented, restated or replaced from time to time.

     “ Sellers ”: Defined in the Preamble of this Agreement.

     “ Sellers Guaranty ”: The guaranty executed by each of the Sellers in favor of Wachovia Bank, National Association on behalf of the “Secured Parties” (as defined in the CS Europe Financing) in connection with the CS Europe Financing.

     “ Senior Secured Loan ”: Any Term Loan that (i) is secured by a valid and perfected first priority Lien on all of the Obligor’s assets constituting Related Property for the Loan, (ii) has a Loan-to-Value of not greater than 60% and (iii) provides that the payment obligation of the Obligor on such Loan is either senior to, or pari passu with, all other loans or financings to such Obligor.

     “ Senior Secured Whole Loan ”: Any Term Loan that (i) is secured by a valid and perfected first priority Lien on all of the Obligor’s assets constituting Mortgaged Property for the Loan, (ii) has a Loan-to-Value of not greater than 85% and (iii) provides that the payment obligation of the Obligor on such Loan is either senior to, or pari passu with, all other loans or financings to such Obligor.

     “ Servicer ”: CapitalSource Finance LLC, and each successor (in the same capacity) appointed as Successor Servicer pursuant to
Section 6.16(a) .

     “ Servicer Advance ”: An advance of Scheduled Payments made by the Servicer pursuant to Section 6.5 .

     “ Servicer Default ”: Defined in Section 6.15 .

     “ Servicer Termination Notice ”: Defined in Section 6.15 .

     “ Servicer’s Certificate ”: Defined in Section 6.10(c) .

     “ Servicing Fee ”: Defined in Section 2.14(b) .

     “ Servicing Fee Rate ”: 0.75% per annum .

     “ Servicing Guarantor ”: An Affiliate of CapitalSource Inc. that executes a Servicing Guaranty.

     “ Servicing Guaranty ”: Each Servicing Guaranty by an Affiliate of CapitalSource Inc. in favor of the Administrative Agent, as agent for the Secured Parties, pursuant to Section 2.21 in form and substance satisfactory to the Administrative Agent in its sole discretion.

     “ Solvent ”: As to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the

amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair salable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital.

     “ Subordinated Loan ”: Any Term Loan that (i) may be unsecured or may be secured by a combination of senior and/or junior Liens on substantially all of the Obligor’s assets constituting Related Property for the Loan, (ii) has a Loan-to-Value of less than 85% and (iii) contains terms which, upon the occurrence of certain events of default under the senior loan documents between another lender and the Obligor or in the case of any liquidation or foreclosure on any Related Property, provide that the applicable Seller’s portion of such Loan would be paid only after the other lender party to such related senior loan documents (including any lender party making any Middle Market ABL Loan, Real Estate ABL Loan, Senior Secured Loan, Senior Secured Whole Loan, Second Lien Loan or B-Note Loan whose right to payment is contractually senior to such Seller) is paid in full.

     “ Subsidiary ”: As to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person; provided , however that for purposes of Section 6.15(k) , “Subsidiary” shall not include any joint ventures in which each party to the joint venture possesses 50% of the Voting Stock of such entity; provided further , however , that, solely for the purpose of calculating the Consolidated Tangible Net Worth, the term “Subsidiary” shall (i) to the extent the Credit Agreement is in effect, mean a “Subsidiary” as defined in such Credit Agreement and (ii) in all other cases, not include (A) any Person that constitutes an Investment in Equity Instruments or an Investment Loan Subsidiary or (B) any Subsidiary designated as an “unrestricted subsidiary” in writing by the Servicer from time to time and consented to by the Administrative Agent in its sole discretion.

     “ Successor Servicer ”: Defined in Section 6.16(a) .

     “ Tape ”: Defined in Section 7.2(b)(ii) .

     “ Taxes ”: Any present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties, and additions thereto) that are imposed by any Governmental Authority.

     “ Termination Date ”: May 29, 2012 or such later date as is agreed to in writing by the Sellers, the Servicer, the Administrative Agent and the Purchaser Agents pursuant to Section 2.1(c) .

     “ Termination Event ”: Defined in Section 10.1 .

     “ Term Loan ”: A Loan that is a term loan that has been fully funded and does not contain any unfunded commitment on the part of the applicable Originator arising from an extension of credit by such Originator to an Obligor.

     “ Transaction ”: Defined in Section 3.2 .

     “ Transaction Documents ”: The Agreement, the Sale Agreements, the Securities Account Control Agreement, the Lock-Box Agreement, the Intercreditor Agreement, each Variable Funding Note, each Servicing Guaranty, each Purchaser Fee Letter, any Additional Agent Fee Letters, any Additional Purchaser Agreements, the Backup Servicer Fee Letter, the Collateral Custodian Fee Letter, any UCC financing statements filed pursuant to the terms of this Agreement, and any additional document the execution of which is necessary or incidental to carrying out the terms of the foregoing documents.

     “ Transferee Letter ”: Defined in Section 13.16 .

     “ Transition Expenses ”: The reasonable costs (including reasonable attorneys’ fees) of the Backup Servicer incurred in connection with the transferring the servicing obligations under this Agreement and amending this Agreement to reflect such transfer in an amount not to exceed $100,000.

     “ UCC ”: The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

     “ United States ”: The United States of America.

     “ Unmatured Termination Event ”: Any event that, with the giving of notice or the lapse of time, or both, would become a Termination Event.

     “ Variable Funding Note ” or “ VFN ”: Defined in Section 2.1(a) .

     “ Voting Stock ”: With respect to any Person, capital stock or membership interests (in the case of a limited liability company) issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such contingency.

     “ Wachovia ”: Wachovia Bank, National Association, a national banking association in its individual capacity, and its successors and assigns.

     “ Warranty Loan ”: Any Loan that fails to satisfy any criteria of the definition of Eligible Loan as of the Closing Date and the same continues unremedied for a period of thirty (30) days

(or such shorter time as determined by the Servicer in its sole discretion) after the date on which the applicable Seller and/or the Servicer becomes aware or reasonably should have become aware thereof.

     “ WBNA ”: Defined in the Preamble of this Agreement.

     “ WBNA Agent ”: Defined in the Preamble of this Agreement.

     “ WBNA Agent’s Account ”: A special account (account number 1459160000192) in the name of the WBNA Agent maintained at WBNA.

     “ Wholly Owned Subsidiary ”: Any Subsidiary all of the shares of Capital Stock or other ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by CapitalSource Inc.

      Section 1.2 Other Terms .

     All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Article 9.

      Section 1.3 Computation of Time Periods .

     Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

      Section 1.4 Interpretation .

     In each Transaction Document, unless a contrary intention appears:

     (i) the singular number includes the plural number and vice versa;

     (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;

     (iii) reference to any gender includes each other gender;

     (iv) reference to day or days without further qualification means calendar days;

     (v) reference to any time means Charlotte, North Carolina time;

     (vi) reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor; and

     (vii) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision.

ARTICLE II

PURCHASE OF THE VARIABLE FUNDING NOTES

      Section 2.1 The Variable Funding Notes .

     (a) On the terms and conditions hereinafter set forth, the Sellers shall deliver a duly executed variable funding note (each such note, a “ Variable Funding Note ” or “ VFN ”), in substantially the form of Exhibit B-1 or B-2 , as applicable, (i) on the Closing Date, to each Purchaser Agent at their respective addresses set forth on the signature pages of this Agreement, and (ii) on each date on which an Additional Purchaser purchases a Variable Funding Note, to the related Additional Agent at the address designated by such Additional Agent. Each Variable Funding Note shall evidence each Purchaser’s ratable share of the security interest in the Collateral granted pursuant to Section 9.1 . Interest shall accrue, and each VFN shall be payable, as described herein. The VFN purchased by (1) WBNA shall be in the name of “Wachovia Capital Markets, LLC, as the WBNA Agent” and shall be in the face amount equal to $106,518,000 and otherwise duly completed, and (2) an Additional Purchaser shall be in the name of such Additional Purchaser and shall be in a face amount to be determined; provided , that the aggregate amount outstanding under all VFNs at any one time shall not exceed the Facility Amount.

     (b) Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, the Purchasers severally, but not jointly, agree to make one advance of funds to the Sellers (the “ Advance ”) on the Closing Date, in an amount equal to their Pro-Rata Share, under the VFNs, of the aggregate principal amount of up to (but not in excess of) $106,518,000. Upon receipt by the Administrative Agent of the proceeds of the Advance, such proceeds will then be made available to the Sellers by the Administrative Agent by crediting the account of the applicable Seller, with the aggregate of such proceeds made available to the Administrative Agent by the Purchasers and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the applicable Seller). Notwithstanding anything contained in this Section 2.1 or elsewhere in this Agreement to the contrary, no Purchaser shall be obligated to provide its Purchaser Agent or the Sellers with aggregate funds in connection with the Advance that would exceed the availability of funds then in effect under this Agreement on the Closing Date. The obligation of each Purchaser to remit its Pro-Rata Share of the Advance shall be several from that of each other Purchaser and the failure of any Purchaser to so make such amount available to the applicable Seller shall not relieve any other Purchaser of its obligation hereunder.

     (c) The Sellers may, within sixty (60) days but not less than forty-five (45) days prior to the Termination Date, by written notice to each Purchaser Agent, make a request for each Purchaser to extend the Termination Date for up to two additional periods, in each case up to 364 days. Each Purchaser Agent will give prompt notice to the applicable Purchaser of its receipt of such request, and each Purchaser shall make a determination, in their sole discretion, not less than fifteen (15) days prior to the Termination Date as to whether or not it will agree to the extension requested. If each Purchaser so accepts the extension requested or if each Purchaser and the Sellers agree to an extension of some other length (not to exceed 363 days in any event) then the Termination Date shall be so extended. The failure of a Purchaser Agent to provide timely notice of its decision to the Sellers shall be deemed to constitute a refusal by such Purchaser to extend the Termination Date. The Sellers confirm that each Purchaser, in their sole and absolute discretion, without regard to the value or performance of the Collateral or any other factor, may elect not to extend the Termination Date (as applicable).

      Section 2.2 Release of any Purchaser and the Related Purchaser Agent .

     Upon the prepayment to any Purchaser or its related Purchaser Agent of any amount necessary to reduce the Advances Outstanding and Aggregate Unpaids owed to such Purchaser to zero, from and after the date thereof, such Purchaser and its related Purchaser Agent shall no longer be a Purchaser or Purchaser Agent, as applicable, under this Agreement and shall have no further rights and obligations under this Agreement; provided , however , that any provision in this Agreement that by its terms is expressly stated to survive the removal or termination of a Purchaser or a Purchaser Agent shall so survive.

      Section 2.3 [Reserved] .

      Section 2.4 Reduction of the Facility Amount; Mandatory and Optional Repayments .

     (a) The Sellers may, upon one Business Day’s prior written notice (such notice to be received by the Administrative Agent and each Purchaser Agent no later than 2:00 p.m. (Charlotte, North Carolina time) on such day) to the Administrative Agent and each Purchaser Agent, reduce the Advances Outstanding; provided that any reduction of the Advances Outstanding shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof. In connection with any such reduction of Advances Outstanding, the Sellers shall deliver to each Purchaser Agent (i) in accordance with their Pro-Rata Share, for payment to the respective Purchasers, funds sufficient to repay such Advances Outstanding, together with all accrued Interest and Breakage Costs, and (ii) instructions to reduce such Advances Outstanding, related accrued Interest and Breakage Costs; provided , that no such reduction shall be given effect unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. Upon receipt of such amounts, the Purchaser Agents shall apply such amounts first to the pro rata reduction of the Advances Outstanding, second to the payment of related accrued Interest on the amount of the Advances Outstanding to be repaid by paying such amounts to the respective Purchasers, and third to the payment of any Breakage Costs. Any notice relating to any prepayment pursuant to this Section 2.4(a) shall be irrevocable.

     (b) If on any day the Administrative Agent, as agent for the Secured Parties, does not own or have a valid and perfected first priority security interest in any of the Collateral, upon the earlier of such Seller’s receipt of notice from the Administrative Agent or such Seller becoming aware thereof and such Seller’s failure to cure such breach within thirty (30) days, such Seller shall be deemed to have received on such day a collection (a “ Deemed Collection ”) of such Loan in full and shall on such day pay to the Administrative Agent, on behalf of the Purchasers, an amount equal to (x) the Outstanding Loan Balance of the Loan to be applied to the pro rata reduction of the principal of each VFN plus (y) any Breakage Costs required as a result of the Deemed Collection and release of the related Loan contemplated by this Section 2.4(b) . In connection with any such Deemed Collection, the Administrative Agent, as agent for the Secured Parties, shall automatically and without further action be deemed to release to the applicable Seller, free and clear of any Lien created by the Administrative Agent, all of the right, title and interest of the Administrative Agent, as agent for the Secured Parties, in, to, and under the Loan with respect to which the Administrative Agent has received such Deemed Collection, but without any other representation and warranty of any kind, express or implied.

      Section 2.5 Determination of Interest .

     (a) Each Purchaser Agent shall determine such Purchaser’s Interest Rate and the Interest (including unpaid Interest, if any, due and payable on a prior Payment Date) to be paid by the Sellers with respect to the Advance outstanding on each Payment Date for the related Accrual Period and shall advise the Servicer thereof on or before the fifth (5th) Business Day after the related Determination Date.

     (b) Each Additional Agent shall determine such Additional Purchaser’s Interest Rate and Interest (including unpaid Interest related to such Interest Rate, if any, due and payable to a prior Payment Date) to be paid by the Sellers with respect to the Advance outstanding on each Payment Date for the related Accrual Period and shall advise the Servicer thereof on or before the third (3rd) Business Day prior to such Payment Date.

      Section 2.6 [Reserved] .

      Section 2.7 [Reserved].

      Section 2.8 Notations on Variable Funding Notes .

     Each Purchaser Agent is hereby authorized to enter on a schedule attached to the VFN a notation (which may be computer generated) with respect to the Advance under the VFN made by the related Purchaser of: (a) the date and principal amount thereof, and (b) each repayment of principal thereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. The failure of any Purchaser Agent to make any such notation on the schedule attached to the VFN shall not limit or otherwise affect the obligation of the Sellers to repay the Advance in accordance with their respective terms as set forth herein.

      Section 2.9 [Reserved] .

      Section 2.10 Settlement Procedures .

     (a) On each Payment Date, the Servicer shall direct the Collateral Custodian to pay pursuant to the Monthly Report to the following Persons, from (i) the Collection Account, to the extent of Available Funds, and (ii) Servicer Advances received with respect to the immediately preceding Collection Period, the following amounts in the following order of priority:

     (i) FIRST , to the Servicer, in an amount equal to any unreimbursed Servicer Advances, for the payment thereof;

     (ii) SECOND , to the Servicer, in an amount equal to any accrued and unpaid Servicing Fee, to the end of the preceding Collection Period, for the payment thereof;

     (iii) THIRD , to the extent not paid for by the Originators, pro rata to the Backup Servicer and the Collateral Custodian, in an amount equal to any accrued and unpaid Backup Servicing Fee, Collateral Custodian Fee and Transition Expenses, for the payment thereof;

     (iv) FOURTH , pro rata in accordance with the amounts due under subclauses (a) and (b) of this clause, to each Purchaser Agent, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, (a) an amount equal to any accrued and unpaid Program Fee and Breakage Costs for the payment thereof and (b) an amount equal to any accrued and unpaid Interest, for the payment thereof but only to the extent such accrued and unpaid Interest does not exceed the LIBOR Market Index Rate applicable for such Accrual Period;

     (v) FIFTH , to each Purchaser Agent, pro rata in accordance with the amount of Advances Outstanding hereunder for the account of the applicable Purchaser, in an amount necessary to reduce the Advances Outstanding and Aggregate Unpaids to zero, for the payment thereof;

     (vi) SIXTH , to each Purchaser Agent, pro rata in accordance with the Pro-Rata Share for the account of the applicable Purchaser, in an amount equal to any accrued and unpaid Interest to the extent not paid in accordance with clause FOURTH above;

     (vii) SEVENTH , to the Administrative Agent, each Purchaser Agent, the applicable Purchaser, the Backup Servicer, the Collateral Custodian, the Affected Parties, the Indemnified Parties or the Secured Parties, pro rata in accordance with the amount owed to such Person under this SEVENTH clause, all other amounts, including Increased Costs but other than Advances Outstanding, then due under this Agreement, for the payment thereof;

     (viii) EIGHTH , to Wachovia Bank, National Association, on account of any due and payable “Obligations” under and as defined in the CS Europe Financing; and

     (ix) NINTH , any remaining amount shall be distributed to the Sellers.

     (b) Upon payment in full through the SEVENTH clause set forth above, the provisions set forth in (i) Sections 2.11(b) , 2.12(c) , 2.15 , 2.17 , 5.1(k) , 5.1(q) , 5.4(o) , 6.10(a) , 6.12 , 10.1(f) , 10.1(k) , 10.1(n) and 10.1(o) and (ii) Articles III , IV and XIV shall no longer apply to the Sellers or the Servicer, as applicable.

      Section 2.11 Collections and Allocations .

     (a)  Collections . The Servicer shall promptly identify any collections received as being on account of Interest Collections, Principal Collections or other Collections and shall transfer, or cause to be transferred, all Collections received directly by it or on deposit in the form of available funds in the Lock-Box Accounts to the Collection Account by the close of business on the second (2nd) Business Day after such Collections are received. In transferring Collections to the Collection Account, the Servicer shall segregate Principal Collections and transfer the same to the corresponding Principal Collections Account. The Servicer shall make such deposits or payments on the date indicated therein by wire transfer, in immediately available funds. The Servicer shall further include a statement as to the amount of Principal Collections and Interest Collections on deposit in the Collection Account on each Reporting Date in the Monthly Report delivered pursuant to Section 6.10(b) .

     (b)  Initial Deposits . On the Closing Date, the Servicer will deposit (in immediately available funds) into the Collection Account all purchased accrued interest (if any), in respect of Eligible Loans being transferred to and included as part of the Collateral on such date.

     (c)  Excluded Amounts . With the prior written consent of the Administrative Agent and each Purchaser Agent, which consent shall not be unreasonably withheld (a copy of which will be provided by the Servicer to the Backup Servicer), the Servicer may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts if the Servicer has, prior to such withdrawal and consent, delivered to the Administrative Agent and each Purchaser Agent a report setting forth the calculation of such Excluded Amounts in a format satisfactory to the Administrative Agent and each Purchaser Agent in their sole discretion.

     (d)  Investment of Funds . Until the occurrence of a Termination Event, to the extent there are uninvested amounts deposited in the Collection Account, all amounts shall be invested in Permitted Investments selected by the Servicer that mature no later than the Business Day immediately preceding the next Payment Date; from and after the occurrence of a Termination Event, to the extent there are uninvested amounts in the Collection Account (net of losses and investment expenses), all amounts may be invested in Permitted Investments selected by the Administrative Agent that mature no later than the Business Day immediately preceding the next Payment Date. All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the Collection Account and shall be applied pursuant to the provisions of Section 2.10 .

      Section 2.12 Payments, Computations, Etc .

     (a) Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Sellers or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 2:00 p.m. (Charlotte, North Carolina time) on the day when due in lawful

money of the United States in immediately available funds to the applicable Purchaser Agent’s Account and if not received before such time shall be deemed received on the next Business Day. The Sellers shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder at 2% per annum above the Base Rate, payable on demand; provided , however , that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, each applicable Purchaser. All computations of interest and all computations of Interest and other fees hereunder shall be made on the basis of a year consisting of 360 days (other than calculations with respect to the Base Rate which shall be based on a year consisting of 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed.

     (b) Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest or any fee payable hereunder, as the case may be. For avoidance of doubt, to the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to clause SEVENTH of Section 2.10 , such unpaid amounts shall remain due and owing and shall accrue Interest until repaid in full.

     (c) If the Advance requested by a Seller on the Closing Date and approved by the applicable Purchaser and the Purchaser Agents is not, for any reason made or effectuated, as the case may be, on the Closing Date, the Sellers shall jointly and severally indemnify the applicable Purchaser against any reasonable loss, cost or expense incurred by the applicable Purchaser including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits in the reemployment of such funds in the manner determined by each Purchaser), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the applicable Purchaser to fund or maintain such Advance.

      Section 2.13 [Reserved] .

      Section 2.14 Fees .

     (a) The Servicer on behalf of the applicable Seller shall pay in accordance with Section 2.10(a)(iv) , as applicable, to the applicable Purchaser Agent from the Collection Account to the extent funds are available on each Payment Date, monthly in arrears, the applicable Program Fee agreed to between the Sellers and such Purchaser Agent in the applicable Purchaser Fee Letter and the relevant Additional Agent Fee Letter, as applicable.

     (b) The Servicer shall be entitled to receive a fee (the “ Servicing Fee ”), monthly in arrears in accordance with Section 2.10(a)(ii) , as applicable, which fee shall be equal to the product of (i) the Servicing Fee Rate, (ii) the Aggregate Outstanding Loan Balance as of the first day of the immediately preceding Collection Period and (iii) the actual number of days in such Collection Period divided by 360. Notwithstanding anything to the contrary herein, in the event that a Successor Servicer is appointed, the Servicing Fee shall equal the market rate for comparable servicing duties to be fixed upon the date of such appointment of such Successor Servicer with the consent of the Administrative Agent; provided , however , that in the event that

the Backup Servicer becomes the Successor Servicer, the Backup Servicer shall solicit three bids, with a copy to the Sellers and the Administrative Agent, from not less than three entities experienced in the servicing of loans similar to the Loans and that are not Affiliates of the Backup Servicer, the Servicer or the Sellers, and the Servicing Fee shall be equal to the average of the fees proposed as determined by the Backup Servicer with the consent of the Administrative Agent.

     (c) The Backup Servicer shall be entitled to receive the Backup Servicing Fee in accordance with Section 2.10(a)(iii) , as applicable.

     (d) The Collateral Custodian shall be entitled to receive the Collateral Custodian Fee in accordance with Section 2.10(a)(iii) , as applicable.

     (e) The Sellers shall pay to Dechert LLP, as counsel to the Administrative Agent, on the Closing Date, its reasonable estimated fees and out-of-pocket expenses in immediately available funds and shall pay all additional reasonable fees and out-of-pocket expenses of such counsel within thirty (30) Business Days after receiving an invoice for such amounts.

      Section 2.15 Increased Costs; Capital Adequacy; Illegality .

     (a) If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation or (ii) the compliance by an Affected Party with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), shall (a) subject an Affected Party to any Tax (except for Taxes on the overall net income of such Affected Party), duty or other charge with respect to its interest in the Collateral, or any right to make the Advance hereunder, or on any payment made hereunder, (b) impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Affected Party or (c) impose any other condition affecting the security interest in the Collateral granted to the Purchasers hereunder or the Purchasers’ rights hereunder, the result of which is to increase the cost to any Affected Party or to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, then within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Sellers, jointly and severally, shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost incurred or such reduction suffered.

     (b) If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by any Affected Party with any law, guideline, rule, regulation, directive or request from any central bank or other governmental authority or agency (whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or would have the effect of reducing the rate of return on the capital of any Affected Party as a

consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the policies of such Affected Party with respect to capital adequacy) by an amount deemed by such Affected Party to be material, then from time to time, within ten days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand), the Servicer shall pay (and to the extent the Servicer does not make such payment the Sellers, jointly and severally, shall pay) directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction. For the avoidance of doubt, if the issuance of Interpretation No. 46 by the Financial Accounting Standards Board or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of the Originators or Sellers with the assets and liabilities of the Administrative Agent, any Purchaser Agent, any Purchaser or any Liquidity Bank, such event shall constitute a circumstance on which such Affected Party may base a claim for reimbursement under this Section 2.15 .

     (c) If as a result of any event or circumstance similar to those described in clauses (a) or (b) of this Section 2.15 , any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party in connection with this Agreement or the funding or maintenance of the Advance hereunder, then within ten days after demand by such Affected Party, the Servicer shall pay (and to the extent the Servicer does not make such payment the Sellers, jointly and severally, shall pay) to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts payable or paid by it.

     (d) In determining any amount provided for in this Section 2.15 , the Affected Party may use any reasonable averaging and attribution methods. Any Affected Party making a claim under this Section 2.15 shall submit to the Servicer a written description as to such additional or increased cost or reduction and the calculation thereof, which written description shall be conclusive absent demonstrable error.

     (e) If the applicable Purchaser shall notify their respective Purchaser Agent that a Eurodollar Disruption Event as described in clause (a) of the definition of “Eurodollar Disruption Event” has occurred, the applicable Purchaser Agent or the Administrative Agent shall in turn so notify the Sellers, whereupon all Advances Outstanding of the affected Liquidity Bank or Institutional Purchaser in respect of which Interest accrues at the Adjusted Eurodollar Rate shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

     (f) Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Affected Party’s right to demand or receive such compensation.

      Section 2.16 Taxes .

     (a) All payments made by an Obligor in respect of a Loan and all payments made by the Sellers or the Servicer under this Agreement will be made free and clear of and without

deduction or withholding for or on account of any Taxes. If any Taxes are required to be withheld from any amounts payable to the Administrative Agent, the Purchaser Agents, any Affected Party or any Secured Party, then the amount payable to such Person will be increased (such increase, the “ Additional Amount ”) such that every net payment made under this Agreement after withholding for or on account of any Taxes (including, without limitation, any Taxes on such increase) is not less than the amount that would have been paid had no such deduction or withholding been deducted or withheld. The foregoing obligation to pay Additional Amounts, however, will not apply with respect to net income or franchise taxes imposed on the Purchasers, any Affected Party, the Administrative Agent or the Purchaser Agents, respectively, with respect to payments required to be made by a Seller or the Servicer under this Agreement, by a taxing jurisdiction in which the Purchasers, any Affected Party, the Administrative Agent or the Purchaser Agents, are organized, conducts business or is paying taxes (as the case may be).

     (b) The Servicer will indemnify (and to the extent the indemnification provided by the Servicer is insufficient the Sellers, jointly and severally, will indemnify) each Affected Party for the full amount of Taxes payable by such Person in respect of Additional Amounts and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. All payments in respect of this indemnification shall be made within ten days from the date a written invoice therefor is delivered to the Sellers.

     (c) Within thirty (30) days after the date of any payment by the Sellers and the Servicer of any Taxes, the Sellers and the Servicer will furnish to the Administrative Agent and each of the Purchaser Agents at its address set forth under its name on the signature pages hereof, appropriate evidence of payment thereof.

     (d) If a Purchaser is not created or organized under the laws of the United States or a political subdivision thereof, such Purchaser shall deliver to the Sellers, with a copy to the Administrative Agent, (i) within fifteen (15) days after the date hereof, two (or such other number as may from time to time be prescribed by Applicable Laws) duly completed copies of IRS Form W-8BEN or Form W-8ECI (or any successor forms or other certificates or statements that may be required from time to time by the relevant United States taxing authorities or Applicable Laws), as appropriate, to permit the Sellers to make payments hereunder for the account of such Purchaser without deduction or withholding of United States federal income or similar Taxes and (ii) upon the obsolescence of or after the occurrence of