(vi) The definition of “Issuer Purchase Limit” set forth in Section 1.1 of theAgreement is hereby amended by replacing the dollar amount “$600,000,000” appearing in thefirst line thereof with the dollar amount “$464,899,615”.     (vii) Section 2.1(b) of the Agreement is hereby amended by (x) inserting “and”immediately before clause (ii) in the second sentence thereof and (y) deleting clause (iii)in such sentence in its entirety.     Section 2. Representations and Warranties of the Seller and the Servicer.     Each of the Seller and the Servicer, jointly and severally, hereby represents and warrants asof the date hereof as follows (which representations and warranties shall survive the execution anddelivery of this Second Amendment):     (i) The representations and warranties of each of the Seller and the Servicer set forthin the Agreement are true and correct on and as of such date, after giving effect to thisSecond Amendment, as though made on and as of such date;     (ii) Following the effectiveness of this Second Amendment, no event has occurred and iscontinuing which constitutes a Termination Event or Unmatured Termination Event;     (iii) Each of the Seller and the Servicer is in compliance with each of its covenantsand agreements set forth in the Transaction Documents; and     (iv) This Second Amendment has been duly executed and delivered by the Seller and theServicer and constitutes the legal, valid and binding obligation of the Seller and Servicer,and is enforceable in accordance with its terms subject (x) as to enforcement of remedies,to applicable bankruptcy, insolvency, reorganization, moratorium and other similar lawsaffecting the enforcement of creditors’ rights generally, from time to time in effect, and(y) to general principles of equity.     Section 3. Effective Date; Continued Effectiveness; Governing Law; Counterparts.     (a) This Second Amendment shall become effective as of the time and date (the “*EffectiveDate*”) when the Administrative Agent shall have received a counterpart of (i) this SecondAmendment, duly executed and delivered on behalf of each of the parties hereto, (ii) the SecondAmendment to the CS Funding VII Facility, dated as of the date of this Second Amendment, dulyexecuted and delivered on behalf of each of the parties thereto, and (iii) the CollateralRepurchase Agreement, dated as of the date of this Second Amendment, relating to that certainSecond Amended and Restated Sale and Servicing Agreement, dated as of May 8, 2008, among CSE QRSFunding II LLC, CSE Mortgage LLC, each of the Issuers and Liquidity Banks from time to time partythereto, Citicorp North America, Inc., as the Administrative Agent and Wells Fargo Bank, NationalAssociation, as the Backup Servicer and as the Collateral Custodian.     (b) Nothing herein shall be deemed to be a waiver of any covenant, or agreement contained in,or any Termination Event or Unmatured Termination Event under the Agreement
2

 
and each of the parties hereto agrees that all other covenants and agreements and otherprovisions contained in the Agreement and the other Transaction Documents as modified by thisSecond Amendment shall remain in full force and effect from and after the date of this SecondAmendment.     (c) THIS SECOND AMENDMENT, AND THE AGREEMENT AS AMENDED BY THE SECOND AMENDMENT, SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVINGEFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THEGENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).     (d) This Second Amendment may be executed in any number of counterparts and by differentparties hereto in separate counterparts (including by facsimile or by electronic mail in portabledocument format (pdf)), each of which when so executed shall be deemed to be an original and all ofwhich when taken together shall constitute one and the same agreement.[Remainder of Page Intentionally Left Blank.]
3

 
     IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first above written.       **THE SELLER:** **CAPITALSOURCE REAL ESTATE LOAN LLC, 2007-A**           By: /S/ JEFFREY A. LIPSON           Name: Jeffrey A. Lipson    Title: Vice President and Treasurer         **THE ORIGINATOR AND SERVICER:** **CSE MORTGAGE LLC**           By: /S/ JEFFREY A. LIPSON           Name: Jeffrey A. Lipson    Title: Vice President and Treasurer  **[Signatures Continued on the Following Page]**
 

 
       **ISSUERS:** **CRC FUNDING, LLC**,    in its capacity as an Issuer           By:Citicorp North America, Inc.,