exv10w13w1






Exhibit
10.13.1




Citicorp North America, Inc.

750 Washington Blvd.

Stamford CT 06901




February 12, 2009




WAIVER LETTER




CS Funding VII Depositor LLC

4445 Willard Avenue

Chevy Chase, Maryland 20815




CapitalSource Finance LLC

4445 Willard Avenue

Chevy Chase, Maryland 20815





			
	     Re:	 	Sale and Servicing Agreement dated as of May 8, 2008 (as amended to date,
the “Agreement”), by and among CS Funding VII Depositor LLC, as the seller (the
“Seller”), CapitalSource Finance LLC, as the originator (the “Originator”), and as
the servicer (the “Servicer”), each of the Issuers from time to time party thereto
(collectively, the “Issuers”), each of the Liquidity Banks from time to time party
thereto (collectively, the “Liquidity Banks”), Citicorp North America, Inc., as the
administrative agent for the Issuers and Liquidity Banks thereunder (the
“Administrative Agent”); and Wells Fargo Bank, National Association, not in its
individual capacity but as the backup servicer (the “Backup Servicer”), and not in
its individual capacity but as the collateral custodian (the “Collateral Custodian”).





Ladies and Gentlemen:




     We refer to the Agreement. Terms not otherwise defined in this letter (the “Waiver Letter”)
shall have the meanings set forth in the Agreement.



     The Servicer and the Seller each has informed the Administrative Agent that Termination
Events exist or may exist under the Agreement as the result of the failure to comply with Section
10.1(c) thereof as of December 31, 2008, January 31, 2009, and February 28, 2009 (the
“Specified Events”). The Servicer and the Seller have requested a temporary waiver of the
Specified Events.



     In connection with such waiver request, each of the Seller and the Servicer, jointly and
severally, hereby represents and warrants as of the date hereof that, other than with respect to
the Specified Events, no event has occurred and is continuing which constitutes a Termination
Event or Unmatured Termination Event.



 









 





     In reliance of such representation and warranty, the Administrative Agent and the Secured
Parties each hereby waives the Specified Events for the period from the date of this letter until
March 8, 2009 or until such earlier or later date as the Administrative Agent may indicate in
writing in its sole and absolute discretion.



     Please indicate your acceptance of this Waiver Letter by executing this Waiver Letter
below. This Waiver Letter (i) shall be governed by and construed and interpreted in accordance
with the laws of the State of New York without giving effect to any choice of law provisions
thereof (other than Sections 5-1401 and 5-1402 of the General Obligations Law), (ii) may be
executed in any number of counterparts and by different parties hereto in separate counterparts
(including by facsimile or by electronic mail in portable document format (pdf)), and (iii) shall
become effective upon our receipt of executed counterparts from all parties below of this Waiver
Letter. If you have any questions with respect to the foregoing, please contact Gerald Keefe at
(212)816-3416.



	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC., 

as Administrative Agent

 	 
	 	By:  	/s/
Gerald Keefe
 	 
	 	 	Name:  	Gerald Keefe	 
	 	 	Title:  	Vice
President	 
	 
	 	CITIBANK, N.A.,

as a Liquidity Bank

 	 
	 	By:  	/s/ Gerald Keefe
 	 
	 	 	Name:  	Gerald Keefe	 
	 	 	Title:  	Vice
President	 



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	 	CHARTA, LLC,

as an Issuer

 	 
	 	By:  	Citicorp North America, Inc.,
 as Attorney-in-Fact
 	 
	 	 	 
	 	By:  	/s/
Gerald Keefe
 	 
	 	 	Name:  	Gerald Keefe	 
	 	 	Title:  	Vice
President	 



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	ACCEPTED AND AGREED:



CS FUNDING VII DEPOSITOR LLC,

as the Seller

 	 	 
	By:  	/s/ Jeffrey A. Lipson
 	 	 
	 	Name:  	Jeffrey A. Lipson	 	 
	 	Title:  	Vice
President & Treasurer	 	 
	 
	CAPITALSOURCE FINANCE LLC, 

as the Originator and Servicer

 	 	 
	By:  	/s/ Jeffrey A. Lipson
 	 	 
	 	Name:  	Jeffrey A. Lipson	 	 
	 	Title:  	Vice
President & Treasurer	 	 
	 




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