WAIVER, CONSENT AND AMENDMENT NO. 6 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT

Exhibit 10.15.1

WAIVER, CONSENT AND AMENDMENT NO. 6
TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT

     This WAIVER, CONSENT AND AMENDMENT NO. 6 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (this “ Amendment ”), is dated as of February 17, 2009, among CSE QRS FUNDING I LLC, as seller (together with its successors and assigns, in such capacity, the “ Seller ”), CSE Mortgage LLC, as originator (together with its successors and assigns, in such capacity, the “ Originator ”) and as servicer (together with its successors and assigns, in such capacity, the “ Servicer ”), Wachovia Bank, National Association, as a purchaser (together with its successors and assigns, “ WBNA ”), Fairway Finance Company, LLC, as a purchaser (together with its successors and assigns, “ Fairway ”), JPMorgan Chase Bank, National Association, as a purchaser (together with its successors and assigns, “ JPMorgan ”), Three Pillars Funding LLC, as a purchaser (together with its successors and assigns, “ Three Pillars ”), Scaldis Capital Limited, as an additional purchaser (together with its successors and assigns, “ Scaldis ”), Wachovia Capital Markets, LLC, as the administrative agent (together with its successors and assigns, in such capacity, the “ Administrative Agent ”) and as the purchaser agent for WBNA (together with its successors and assigns, in such capacity, “ WBNA Agent ”), BMO Capital Markets Corp. (f/k/a Harris Nesbitt Corp.), as the purchaser agent for Fairway (together with its successors and assigns, in such capacity, the “ Fairway Agent ”), JPMorgan Chase Bank, National Association, as the purchaser agent for JPMorgan (together with its successors and assigns, in such capacity, the “ JPMorgan Agent ”), SunTrust Robinson Humphrey, Inc., as the purchaser agent for Three Pillars (together with its successors and assigns, in such capacity, the “ Three Pillars Agent ”), Fortis Bank S.A./N.V., as the additional agent for Scaldis (together with its successors and assigns, in such capacity, “ Scaldis Agent ”), 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 ”) and Wachovia Bank, National Association, not in its individual capacity but as the hedge counterparty (together with its successors and assigns, in such capacity, the “ Hedge Counterparty ”). Capitalized terms used but not defined herein have the meanings provided in the Sale and Servicing Agreement (as defined below).

RECITALS

      WHEREAS , the above-named parties (other than JPMorgan and WBNA, as purchasers) together with Symphony No. 4, LLC (“ Symphony ”), as a purchaser, and Dresdner Bank AG, New York Branch (“ Dresdner Bank ”), as a purchaser agent, have entered into the Amended and Restated Sale and Servicing Agreement, dated as of April 28, 2006 (such agreement as amended, modified, supplemented, waived or restated from time to time, the “ Sale and Servicing Agreement ”);

      WHEREAS , Symphony and Dresdner Bank are no longer parties to the Sale and Servicing Agreement; and

      WHEREAS , pursuant to and in accordance with Section 13.1 of the Sale and Servicing Agreement, the parties hereto desire to provide for certain amendments to the Sale and Servicing Agreement as provided for herein;

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

      SECTION 1. AMENDMENTS .

     (a) The definition of “Change-in-Control” in Section 1.1 of the Sale and Servicing Agreement is hereby amended and restated in its entirety as follows:

     ““ Change-in-Control ”: Any of the following:

     (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 failure of CapitalSource Inc. to own (directly or through wholly owned subsidiaries) 99.9% of the outstanding Voting Stock of the Originator or any Servicing Guarantor;

     (d) the creation or imposition of any Lien on any limited liability company membership interests in the Seller; provided , however , that it shall not be a Change-in-Control if a Lien on such limited liability membership interests of the 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 CapitalSource Finance LLC, 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;

     (e) the failure by the Originator to own all of the limited liability company membership interests in the 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 Seller; or

     (f) CapitalSource Finance LLC and/or CapitalSource Bank shall fail to be the sub-servicer.

     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 the 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 the 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 the Originator, any Servicing Guarantor or CapitalSource Inc, as applicable, the initiation by the 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 respective 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.”

     (b) The definition of “Credit Party” in Section 1.1 of the Sale and Servicing Agreement is hereby amended by deleting reference to the company “CapitalSource TRS Inc.” and replacing it with the company “CapitalSource TRS LLC (f/k/a CapitalSource TRS Inc.)”.

     (c) The definition of “Facility Amount” in Section 1.1 of the Sale and Servicing Agreement is hereby amended by deleting reference to the number “2,000,000,000” and replacing it with the number “250,000,000”.

     (d) The definition of “Minimum Pool Yield” in Section 1.1 of the Sale and Servicing Agreement is hereby amended by deleting reference to the percentage “2.00%” and replacing it with the percentage “1.00%”.

     (e) Section 2.1(a) of the Sale and Servicing Agreement is hereby amended by deleting