##### 



Exhibit 10.3
 
 SALE AND SERVICING AGREEMENT
  CS FUNDING VII DEPOSITOR LLC,  as the Seller
 CAPITALSOURCE FINANCE LLC,  as the Originator and as the Servicer
 EACH OF THE ISSUERS
 FROM TIME TO TIME PARTY HERETO,
 EACH OF THE LIQUIDITY BANKS
 FROM TIME TO TIME PARTY HERETO
 CITICORP NORTH AMERICA, INC.,  as the Administrative Agent
  WELLS FARGO BANK, NATIONAL ASSOCIATION,  as the Backup Servicer and as the Collateral Custodian




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITION
    
    
    2Section 1.1
    
    Certain Defined Terms
    
    
    2Section 1.2
    
    Other Terms
    
    
    55Section 1.3
    
    Computation of Time Periods
    
    
    55Section 1.4
    
    Interpretation
    
    
    55ARTICLE II PURCHASE OF THE VARIABLE FUNDING CERTIFICATES
    
    
    56Section 2.1
    
    The Variable Funding Certificates
    
    
    56Section 2.2
    
    [Intentionally Omitted]
    
    
    57Section 2.3
    
    Procedures for Advances
    
    
    57Section 2.4
    
    Reduction of the Facility Amount; Mandatory and Optional
Repayments; Increase of Commitment
    
    
    58Section 2.5
    
    Determination of Interest
    
    
    59Section 2.6
    
    Percentage Evidenced by each Variable Funding Certificate
    
    
    59Section 2.7
    
    [Reserved]
    
    
    60Section 2.8
    
    Notations on Variable Funding Certificates
    
    
    60Section 2.9
    
    Settlement Procedures During the Revolving Period
    
    
    60Section 2.10
    
    Settlement Procedures During the Amortization Period
    
    
    62Section 2.11
    
    Collections and Allocations
    
    
    63Section 2.12
    
    Payments,
Computations, Etc.
    
    
    63Section 2.13
    
    Mandatory Repurchase
    
    
    64Section 2.14
    
    Fees
    
    
    64Section 2.15
    
    Increased Costs; Capital Adequacy; Illegality
    
    
    65Section 2.16
    
    Taxes
    
    
    67Section 2.17
    
    Assignment of the Sale Agreement
    
    
    68Section 2.18
    
    Substitution of Assets
    
    
    68Section 2.19
    
    Optional Sales
    
    
    69Section 2.20
    
    Discretionary Sales
    
    
    71Section 2.21
    
    FDIC Sales
    
    
    73ARTICLE III CONDITIONS TO ADVANCES
    
    
    74Section 3.1
    
    Conditions to Closing and Initial Advance
    
    
    74Section 3.2
    
    Conditions Precedent to All Advances
    
    
    75ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    78Section 4.1
    
    Representations and Warranties of the Seller
    
    
    78Section 4.2
    
    Representations and Warranties of the Seller Relating to the
Agreement and the Collateral
    
    
    87Section 4.3
    
    Representations and Warranties of the Servicer
    
    
    88Section 4.4
    
    Representations and Warranties of the Backup Servicer
    
    
    91




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##### 



TABLE OF CONTENTS
 PageSection 4.5
    
    Representations and Warranties of the Collateral Custodian
    
    
    92Section 4.6
    
    Breach of Certain Representations and Warranties
    
    
    93ARTICLE V GENERAL COVENANTS
    
    
    94Section 5.1
    
    Affirmative Covenants of the Seller
    
    
    94Section 5.2
    
    Negative Covenants of the Seller
    
    
    97Section 5.3
    
    Covenants of the Seller Relating to the Hedging of Assets
    
    
    100Section 5.4
    
    Affirmative Covenants of the Servicer
    
    
    101Section 5.5
    
    Negative Covenants of the Servicer
    
    
    103Section 5.6
    
    Affirmative Covenants of the Backup Servicer
    
    
    104Section 5.7
    
    Negative Covenants of the Backup Servicer
    
    
    105Section 5.8
    
    Affirmative Covenants of the Collateral Custodian
    
    
    105Section 5.9
    
    Negative Covenants of the Collateral Custodian
    
    
    105Section 5.10
    
    Covenant of the Seller, the Servicer and the Originator
    
    
    105ARTICLE VI ADMINISTRATION AND SERVICING OF ASSETS
    
    
    106Section 6.1
    
    Designation of the Servicer
    
    
    106Section 6.2
    
    Duties of the Servicer
    
    
    106Section 6.3
    
    Authorization of the Servicer
    
    
    108Section 6.4
    
    Collection of Payments
    
    
    109Section 6.5
    
    Servicer Advances
    
    
    111Section 6.6
    
    Realization Upon Charged-Off Assets
    
    
    111Section 6.7
    
    Maintenance of Insurance Policies
    
    
    112Section 6.8
    
    Servicing Compensation
    
    
    112Section 6.9
    
    Payment of Certain Expenses by Servicer
    
    
    112Section 6.10
    
    Reports
    
    
    113Section 6.11
    
    Annual Statement as to Compliance
    
    
    113Section 6.12
    
    Annual Independent Public Accountants Servicing Reports
    
    
    114Section 6.13
    
    Limitation on Liability of the Servicer and Others
    
    
    114Section 6.14
    
    The Servicer Not to Resign
    
    
    114Section 6.15
    
    Servicer Defaults
    
    
    115Section 6.16
    
    Appointment of Successor Servicer
    
    
    116ARTICLE VII THE BACKUP SERVICER
    
    
    118Section 7.1
    
    Designation of the Backup Servicer
    
    
    118Section 7.2
    
    Duties of the Backup Servicer
    
    
    119Section 7.3
    
    Merger or Consolidation
    
    
    120Section 7.4
    
    Backup Servicing Compensation
    
    
    120Section 7.5
    
    Backup Servicer Removal
    
    
    121Section 7.6
    
    Limitation on Liability
    
    
    121Section 7.7
    
    The Backup Servicer Not to Resign
    
    
    121




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##### 



TABLE OF CONTENTS
 PageARTICLE VIII THE COLLATERAL CUSTODIAN
    
    
    122Section 8.1
    
    Designation of Collateral Custodian
    
    
    122Section 8.2
    
    Duties of Collateral Custodian
    
    
    122Section 8.3
    
    Merger or Consolidation
    
    
    124Section 8.4
    
    Collateral Custodian Compensation
    
    
    124Section 8.5
    
    Collateral Custodian Removal
    
    
    124Section 8.6
    
    Limitation on Liability
    
    
    124Section 8.7
    
    The Collateral Custodian Not to Resign
    
    
    125Section 8.8
    
    Release of Documents
    
    
    126Section 8.9
    
    Return of Required Asset Documents
    
    
    126Section 8.10
    
    Access to Certain Documentation and Information Regarding
the Collateral; Audits
    
    
    127Section 8.11
    
    Securities Intermediary
    
    
    127ARTICLE IX SECURITY INTEREST
    
    
    129Section 9.1
    
    Grant of Security Interest
    
    
    129Section 9.2
    
    Release of Lien on Collateral
    
    
    129Section 9.3
    
    Further Assurances
    
    
    130Section 9.4
    
    Remedies
    
    
    130Section 9.5
    
    Waiver of Certain Laws
    
    
    130Section 9.6
    
    Power of Attorney
    
    
    130ARTICLE X TERMINATION EVENTS
    
    
    131Section 10.1
    
    Termination Events
    
    
    131Section 10.2
    
    Remedies
    
    
    134ARTICLE XI INDEMNIFICATION
    
    
    134Section 11.1
    
    Indemnities by the Seller
    
    
    134Section 11.2
    
    Indemnities by the Servicer
    
    
    137Section 11.3
    
    After-Tax Basis
    
    
    138ARTICLE XII THE ADMINISTRATIVE AGENT
    
    
    138Section 12.1
    
    The Administrative Agent
    
    
    138ARTICLE XIII MISCELLANEOUS
    
    
    142Section 13.1
    
    Amendments and Waivers
    
    
    142Section 13.2
    
    Notices, Etc.
    
    
    142Section 13.3
    
    Ratable Payments
    
    
    142Section 13.4
    
    No Waiver; Remedies
    
    
    143Section 13.5
    
    Binding Effect; Benefit of Agreement
    
    
    143Section 13.6
    
    Term of this Agreement
    
    
    143Section 13.7
    
    Governing Law; Consent to Jurisdiction; Waiver of Objection
to Venue
    
    
    143Section 13.8
    
    Waiver of Jury Trial
    
    
    144Section 13.9
    
    Costs, Expenses and Taxes
    
    
    144




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##### 



TABLE OF CONTENTS
 PageSection 13.10
    
    No Proceedings
    
    
    145Section 13.11
    
    Recourse Against Certain Parties
    
    
    145Section 13.12
    
    Protection of Right, Title and Interest in the
Collateral; Further Action Evidencing Advances
    
    
    146Section 13.13
    
    Confidentiality
    
    
    147Section 13.14
    
    Execution in Counterparts; Severability; Integration
    
    
    148Section 13.15
    
    Waiver of Set-off
    
    
    149Section 13.16
    
    Assignments
    
    
    149Section 13.17
    
    Heading and Exhibits
    
    
    152Section 13.18
    
    Loans Subject to Retained Interest Provisions
    
    
    152Section 13.19
    
    Tax Treatment of Advances
    
    
    153Section 13.20
    
    Appointment of Successor Agent
    
    
    153Section 13.21
    
    Payment Direction
    
    
    154




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##### 



EXHIBITS
 EXHIBIT A-1
    
    Form of Borrowing Notice (Advances)EXHIBIT A-2
    
    Form of Borrowing Notice (Reinvestments of Principal Collections and Reduction of Advances Outstanding and
Facility Amount)EXHIBIT A-3
    
    Form of Borrowing Base CertificateEXHIBIT B
    
    Form of Variable Funding CertificateEXHIBIT C
    
    Form of Monthly ReportEXHIBIT D
    
    [Intentionally omitted]EXHIBIT E-1
    
    Form of Officers Certificate as to Solvency (CS Funding VII Depositor LLC)EXHIBIT E-2
    
    Form of Officers Certificate as to Solvency (CapitalSource Finance LLC)EXHIBIT F-1
    
    Form of Officers Closing Certificate (CS Funding VII Depositor LLC)EXHIBIT F-2
    
    Form of Officers Closing Certificate (CapitalSource Finance LLC)EXHIBIT G-1
    
    Form of Power of Attorney (CS Funding VII Depositor LLC)EXHIBIT G-2
    
    Form of Power of Attorney (CapitalSource Finance LLC)EXHIBIT H
    
    Form of Release of Required Asset DocumentsEXHIBIT I
    
    Form of Assignment of MortgageEXHIBIT J
    
    Form of Servicers CertificateEXHIBIT K
    
    [Intentionally omitted]EXHIBIT L
    
    Form of Certificate of Outside CounselEXHIBIT M
    
    Form of Assignment and AcceptanceEXHIBIT N
    
    Form of Parent Undertaking  OriginatorEXHIBIT O
    
    Form of Parent Undertaking  Servicer
 SCHEDULES
 SCHEDULE I
    
    Condition Precedent DocumentsSCHEDULE II
    
    List of Lock-Box Banks and Lock-Box AccountsSCHEDULE III
    
    Location of Required Asset Documents and Asset FilesSCHEDULE IV
    
    Asset ListSCHEDULE V
    
    [Reserved]SCHEDULE VI
    
    InvestorsSCHEDULE VII
    
    Exempt FacilitiesSCHEDULE VIII
    
    Initial Approved Dealers and Approved Pricing ServicesSCHEDULE IX
    
    Excluded Loans




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##### 



SALE AND SERVICING AGREEMENT
 THIS SALE AND SERVICING AGREEMENT Agreement
 CS FUNDING VII DEPOSITOR LLC Seller
 CAPITALSOURCE FINANCE LLC CSF Originator Servicer
 EACH OF THE ISSUERS FROM TIME TO TIME PARTY HERETO Issuer
 EACH OF THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO Liquidity Bank
 CITICORP NORTH AMERICA, INC., CNAI ARTICLE XII Administrative
Agent
 WELLS FARGO BANK, NATIONAL ASSOCIATION Wells Fargo Backup
Servicer Collateral Custodian
 R E C I T A L S
 WHEREAS
 WHEREAS
 1




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##### 



WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE,
 ARTICLE I
 DEFINITION
 Section 1.1 Certain Defined Terms
 Section 1.1
 1940 Act
 Accrual Period
 Acquired Loan provided
 Addition Date
 2




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##### 



Additional Amount
 Additional Assets
 Adjusted Eurodollar Rate per annum minus
 Administrative Agent Preamble
 Advance Section 2.1(b)
 Advance Rate
 (a)
    
    with respect to all Senior Secured Loans
assigned Loan Rating 1, Loan Rating 2, Loan Rating 3 or Loan Rating 4,
85%;(b)
    
    with respect to all Subordinated Loans assigned
Loan Rating 1, Loan Rating 2, Loan Rating 3 or Loan Rating 4, 65%;(c)
    
    with respect to all Senior Secured Loans
assigned Loan Rating 5, 50%;(d)
    
    with respect to all Subordinated Loans assigned
Loan Rating 5, 25%;(e)
    
    with respect to all Loans assigned Loan Rating
6, 0%; and(f)
    
    with respect to any Rated Retained Security
that is an Eligible Loan, 75%.
  3




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##### 



Advances Outstanding
 Affected Party
 Affiliate
 Agents Account
 Agented Loans pro rata
 Aggregate Outstanding Asset Balance
 Aggregate Unpaids Article XI Section 2.9 Section 2.10 Section 2.14 Section 2.15 Section 2.16
 4




---



##### 



Alarm Service Loan
 Allocation Adjustment Event
 Alternative Rate per annum provided
 Amortization Period
 Applicable Law
 Appraisal
 Appraisal Institute
 Approved Dealers Schedule VIII provided however
 5




---



##### 



Schedule VIII Schedule VIII
 Approved Pricing Service Schedule VIII provided however
 Approved Valuation Agent
 Asset Checklist
 Asset Files
 Asset List Schedule IV
 Asset Valuation Date
  provided
 Assets
 6




---



##### 



Assignment and Acceptance
 Assignment of Leases and Rents
 Assignment of Mortgage Exhibit I
 Availability over provided
 Available Funds
 Average Pool Charged-Off Ratio
 7




---



##### 



Average Portfolio Charged-Off Ratio
 Average Portfolio Delinquency Ratio
 Backup Servicer Section 7.3 Section 7.5
 Backup Servicer and Collateral Custodian Fee Letter
 Backup Servicer Fee Rate per annum
 Backup Servicer Termination Notice Section 7.5
 Backup Servicing Fee
 Banded Floating Rate Loan
 Bankruptcy Code et seq
 Base Rate per annum plus
 8




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##### 



Benefit Plan Section 3(3) Section 3(5)
 Borrowing Base minus
 Borrowing Base Certificate Exhibit A-3
 Borrowing Notice Exhibit A-1 A-2 Section
2.9(b)
 Breakage Costs
 Business Day
 Capital Stock
 CD Rate
 9




---



##### 



Change-in-Control
     Charged-Off Asset
 Charged-Off Portfolio Asset
 CHARTA
 Citibank
 Citibank Facilities
 10




---



##### 



Clearing Agency
 Closing Date
 Code
 Collateral
 Collateral Custodian Section 8.3 Section 8.5
 Collateral Custodian Fee
 Collateral Custodian Termination Notice Section 8.5
 Collection Account Section 6.4(f)
 Collection Date
 Collection Period
 Collections
 11




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##### 



Combined Advances Outstanding
 Combined Commitment Amount plus
 Combined Threshold Amount
 Period
    
    Combined Threshold AmountFrom the Closing Date until (but
not including) 30 days after the
Fremont Transfer Date
    
    $1,700,000,000 minusthe Combined Voluntary ReductionsFrom 30 days after the Fremont
Transfer Date until (but not
including) 90 days after the
Fremont Transfer Date
    
    $1,250,000,000 minusthe Combined Voluntary ReductionsFrom 90 days after the Fremont
Transfer Date until (but not
including) 180 days after the
Fremont Transfer Date
    
    $1,000,000,000 minusthe Combined Voluntary ReductionsFrom and at
all times after 180 days after the Fremont Transfer
Date
    
    $750,000,000 minusthe Combined Voluntary Reductions
 provided
 Period
    
    Combined Threshold AmountFrom the Closing Date until (but
not including) 60 days following
the Fremont Failed Transaction
Date
    
    $1,700,000,000 minusthe Combined
Voluntary ReductionsFrom 60 days after the Fremont
Failed Transaction Date until
(but not including) 150 days
following the Fremont Failed
Transaction Date
    
    $1,250,000,000 minusthe
Combined
Voluntary ReductionsFrom 150 days after the Fremont
Failed Transaction Date until
(but not including) 240 days
following the Fremont Failed
Transaction Date
    
    $1,000,000,000 minusthe Combined
Voluntary ReductionsFrom and at all times after 240
days after the Fremont Failed
Transaction Date
    
    $750,000,000 minusthe Combined
Voluntary Reductions
 12




---



##### 



Combined Voluntary Reductions provided
 Commercial Paper Notes
 Commitment
 Commitment Fee
 Confirmation and Undertaking Letter
 Consolidated Funded Indebtedness
 Consolidated Subsidiary
 Consolidated Tangible Net Worth
 Continuing Directors
 13




---



##### 



Contractual Obligation
 Corporate Trust Office
 CP Rate per annum per annum provided per annum
 Credit and Collection Policy Section 5.1(h) Section
5.4(f)
 CREL 2007-A Facility
 CSF LIBOR Rate
 CSF Prime Rate provided
 14




---



##### 



CS VII Issuer Financing Indenture
 CS VII Issuer Financing SSA
 Cut-Off Date
 Deemed Collection Section 2.4(c)
 Dealer
 Delayed-Draw Term Loan
 Delinquent Asset
 Delinquent Portfolio Asset
 Derivatives
 15




---



##### 



Determination Date
 DIP Loan
 Discretionary Sale Section 2.20
 Discretionary Sale Date
 Discretionary Sale Notice Section 2.20(a)
 Dollars $
 Eligible Asset Exhibit L provided provided
    16




---



##### 



provided
  provided however
     17




---



##### 



18




---



##### 



Section 6.4(a)
        19




---



##### 



20




---



##### 



21




---



##### 



pro rata
       22




---



##### 



clauses (1) (2)
 (i)
    
    the Dealer is a Person with a place of business
in the United States or, with respect to two (2) of the Alarm Service
Loans, Canada;(ii)
    
    the Dealer has all necessary licenses, permits
and other authorizations to conduct security alarm sales, installation,
monitoring and maintenance services in the jurisdiction in which it
conducts business;(iii)
    
    the Loan Originator has disclosed on or prior
to the Closing Date (for such Loans constituting Existing Assets) or on
or prior to the related Addition Date (for such Loans constituting
Additional Assets) a calculation of the notional minimum amount of
recurring
 23




---



##### 



monthly revenue to be received from each security alarm
monitoring or security alarm monitoring and maintenance contract;(iv)
    
    the criteria set forth in clauses (a) through
(pp) in Section 3.04 of the CS VII Issuer Financing SSA are met with
respect to (x) the accounts receivable or accounts (as defined in the
UCC) payable pursuant to a security alarm monitoring or a security
alarm monitoring and maintenance contract, (y) each security alarm
monitoring or security alarm monitoring and maintenance contract and
(z) each Dealer; and(v)
    
    the scheduled payments under each security
alarm monitoring or security alarm monitoring and maintenance contract
as set forth in the related Alarm Service Loan are true and correct and
accurately represent the recurring monthly revenue to be received from
each security alarm monitoring or security alarm monitoring and
maintenance contract;
 clause (1)
 Eligible Assignee
 Eligible Obligor
      24




---



##### 



Eligible Repurchase Obligations clauses (c)(ii) (c)(iv)
 Environmental Laws et seq et seq et seq et seq et seq et seq et seq et seq
 ERISA
 ERISA Affiliate
 Eurocurrency Liabilities
 25




---



##### 



Eurodollar Disruption Event
 Eurodollar Reserve Percentage
 Excepted Person Section 13.13(a)
 Exchange Act
 Excluded Amounts
 Excluded Loan Schedule IX Schedule IX
 26




---



##### 



Existing Assets
 Face Amount
 Facility Amount provided provided
further
 FDIC
 FDIC Sale Section 2.21
 FDIC Sale Date
 FDIC Sale Notice Section 2.21(a)
 Federal Funds Rate per annum
 Final Maturity Date
 Finance Charges
 Financial Sponsor
 Fitch
 Fixed Rate Asset
 Fixed Rate Asset Percentage
 27




---



##### 



Floating Rate Asset plus
 Fremont Bank Adjustment
 Fremont Closing Date
 Fremont Failed Transaction Date
 Fremont Purchase Agreement
 Fremont Transaction
 Fremont Transfer Date
 28




---



##### 



Funding Date Section 2.3
 GAAP
 Governmental Authority
 H.15
 Hedge Amount
 Hedge Collateral Section 5.3(b)
 Hedge Breakage Costs
 Hedge Counterparty
 Hedge Guaranty
 Hedge Notional Amount Section 5.3(a)
 Hedge Percentage
   29




---



##### 



Hedge Transaction Section 5.3(a)
 Hedged Rate
 Hedging Agreement Section 5.3(a)
 Highest Required Investment Category
 Increased Costs Section 2.15
 Indebtedness clauses (a) (e)
 Indemnified Amounts Section 11.1
 Indemnified Parties Section 11.1
 30




---



##### 



Indenture
 Independent
 Independent
Director Section 4.1(u).
 Industry
 Initial Advance
 Insolvency Event
 Insolvency Laws
 Insolvency Proceeding
 Instrument
 Insurance Policy
 31




---



##### 



Insurance Proceeds
 Intercreditor Agreement
 Interest
 IR x P x
    
    
    1360
    provided
 Interest Collections
 Interests in Real Property
 Interest Rate
   32




---



##### 



provided
 Investors
 ISDA Definitions
 Issuer
 Issuer Purchase Limit
 LIBOR Rate per annum
 Lien
 Liquidation Expenses
 33




---



##### 



Liquidity Agreement
 Liquidity Bank
 Liquidity Factor Reduction Event
 Loan
 Loan Interest Rate
 Loan Margin
 Loan Rating
 Loan Rating 1
 Loan Rating 2
 Loan Rating 3
 Loan Rating 4
 34




---



##### 



Loan Rating 5
 Loan Rating 6
 Loan Register Section 5.4(n)
 Loan-to-Liquidation Value LLV
 Loan-to-Value Ratio LTV plus pari passu
 Lock-Box Schedule II
 Lock-Box Account Schedule II
 Lock-Box Agreement
 Lock-Box Bank
 Margin Stock
 35




---



##### 



Market Value
 lesser of
  provided clause (2) clause (3)
 provided
 lesser of
 Material Adverse Effect
 36




---



##### 



Materials of Environmental Concern
 Maximum Advance Rate
 Maximum Availability
  plus
 minus plus
 minus plus
 Minimum Equity Amount minus
 Minimum Overcollateralization Amount
 Minimum Pool Yield
 Monthly Report Section 6.10(b)
 Moodys
 Mortgage
 37




---



##### 



Mortgaged Property
 Multiemployer Plan
 NAICS Code
 Net Proceeds of Capital Stock/Conversion of Debt
 Noteless Loan
 Obligor for example
 Officers Certificate
 Omnibus Payoff and Restructuring Agreement
 38




---



##### 



Opinion of Counsel
 Optional Sale Section 2.19(a)
 Optional Sale Date Section 2.19(a)
 Originator Preamble
 Other Costs Section 13.9(c)
 Outstanding Asset Balance plus provided provided further
 Overcollateralization Amount
 Overcollateralization Percentage minus
 Overcollateralization Shortfall minus
 Parent Undertaking  Originator
 39




---



##### 



Parent Undertaking  Servicer
 Participation Loan provided
 Payment Date
 Permitted Hedge Counterparty Long-term Rating Requirement Short-term Rating Requirement Section 5.3(b)
 Payment Duties Section 8.2(b)
 Permitted Investments
 40




---



##### 



provided
   clause (ii)
     41




---



##### 



Permitted Liens
 Permitted Securitization Transaction
 Person
 Pool Charged-Off Ratio
 42




---



##### 



Pool Concentration Criteria
 provided however
         43




---



##### 



provided, however
 i.e.
       Pool Rate
 Pool Yield over
 44




---



##### 



Pool Yield Applicable Advance Rate
 Portfolio Aggregate Outstanding Asset Balance
 Portfolio Asset provided
 Portfolio Delinquency Ratio
 Portfolio Outstanding Asset Balance plus
 Prepaid Asset
 Prepayment Amount Section 6.4(b)
 Prepayments Section 6.4(b)
 Prime Rate
 Prime Rate Asset
 45




---



##### 



Principal Collections
 Principal Collections Account Section 6.4(f)
 Proceeds
 Program Fee
 Program Fee Rate
 Purchaser Purchasers
 Purchaser Affiliate
 Purchaser Fee Letter
 Qualified Institution Section 6.4(f)
 Qualified Transferee
     46




---



##### 



Quarterly Determination Date
 Rated Retained Securities
 Rating Agency
 Records
 Recoveries
 47




---



##### 



Register Section 13.16(c)
 Regulation U
 Related Property
 Related Security
         Replaced Asset Section 2.18(a)
 Reporting Date
 48




---



##### 



Required Advance Reduction Amount minus minus
 Required Asset Documents provided
 Required Reports Section 6.10(c) Section 6.10(d) Section
6.11 Section
6.12
 Responsible Officer
 49




---



##### 



Restricted Junior Payment
 Retained Interest clause (A)
 Retransfer Date Section 4.6
 Retransfer Price Section 4.6
 Review Criteria Section 8.2(b)(i)
 Revolving Loan provided
 Revolving Period
 S&P
 Sale Agreement
 Scheduled Payments
 50




---



##### 



Secured Party
 Securities Account Section 6.4(h)
 Securities Intermediary Section 8.11(a)
 Seller Preamble
 Senior Loan
 Senior B-Note Loan
 Senior Secured Loan
 Servicer Section 6.16(a)
 Servicer Advance Section
6.5
 Servicer Default Section 6.15
 Servicer Termination Notice Section 6.15
 Servicers Certificate Section 6.10(c)
 Servicing Fee provided
 51




---



##### 



Servicing Fee Rate per annum per annum
 Solvent
 Subordinated Loan
 Subsidiary provided
 Substitute Asset Section 2.18
 Successor Servicer Section 6.16(a)
 Swap Breakage Costs
 Tape Section 7.2(b)(ii)
 Taxes
 52




---



##### 



Termination Date Section 2.4 Section 10.2
 Termination Event Section 10.1
 Term Loan
 TNW Test Level minus plus
 Transaction Section 3.2
 Transaction Documents
 Transition Expenses
 UCC
 Underlying Instruments
 United States
 Unmatured Termination Event
 Unsecured Covenant Floor
 53




---



##### 



plus
 Unsecured Credit Facility
 Unsecured
TNW Threshold plus
 Variable Funding Certificate or VFC Section 2.1(a)
 Voting Stock
 Warranty Asset provided clauses (1)(c) (1)(d) 1(l)(i) 1(s) clause 1(s) 1(w) 1(x) (1)(y) clauses (2)(e) 2(f) clauses 2(e) 2(f) clause (3)(i) clauses (viii) (x) clause 2(ee)
 Warranty Event
 54




---



##### 



Weighted Average Advance Rate provided that
 Workout Asset
 Zero-Coupon Bond
 Section 1.2 Other Terms
  Section 1.3 Computation of Time Periods
  Section 1.4 Interpretation
        55




---



##### 



ARTICLE II
 PURCHASE OF THE VARIABLE FUNDING CERTIFICATES
 Section 2.1 The Variable Funding Certificates
 Variable Funding Certificate VFC Exhibit B provided
 Advance provided Section 2.1
 56




---



##### 



Section 2.9(a)(1) Section 2.10(a)(1)
    Section 2.2 [Intentionally Omitted] Section 2.3 Procedures for Advances
 provided Article
III
  57




---



##### 



Article III Section 2.3
   Section 2.4 Reduction of the Facility Amount; Mandatory and Optional Repayments;
Increase of Commitment
 provided Section
2.4(a)
 provided
 58




---



##### 



first pro rata second third provided however Section 2.10 Section
2.4(b)
 Deemed Collection pro rata plus Section 2.4(c)
 Section 2.5 Determination of Interest
  Section 2.6 Percentage Evidenced by each Variable Funding Certificate
 Section 2.1(a)
 59




---



##### 



Section 2.1(a)
 Section 2.7 [ Reserved ]
 Section 2.8 Notations on Variable Funding Certificates
  Section 2.9 Settlement Procedures During the Revolving Period
  pro rata
   pro rata
 pro
rata
 60




---



##### 



pro
rata
 pro rata
 pro rata clause
(8)
   Section 3.2(b)
  Exhibit A-2
   61




---



##### 



Section 2.10 Settlement Procedures During the Amortization Period
  pro rata
   pro rata
 pro
rata
 pro
rata
 pro rata clause (1)
 pro rata clause
(8)
 62




---



##### 



Section 2.11 Collections and Allocations
 Collections Section 6.10(b)
 Initial Deposits
 Excluded Amounts
 Investment of Funds Section 2.9 Section 2.10
 Section 2.12 Payments, Computations, Etc
  63




---



##### 



per annum provided
 Section 2.9(a)(8) Section 2.10(a)(8)
 Section 2.3
 Section 2.13 Mandatory Repurchase
 Section 2.10
 Section 2.14 Fees
 Section
2.9(a)(5) Section 2.10(a)(5)
 Servicing Fee Section 2.9(a)(3) Section 2.10(a)(3)
 64




---



##### 



Section 2.9(a)(4) Section 2.10(a)(4)
 Section 2.9(a)(4) Section 2.10(a)(4)
  Section 2.15 Increased Costs; Capital Adequacy; Illegality
   65




---



##### 



clause
(a) (b) Section 2.15
 Section 2.15 Section 2.15
 clause (a)
 Consolidation Event Section 2.15
 66




---



##### 



Section 2.16 Taxes
 Additional Amount
   Section 2.16(d)
  67




---



##### 



Section 2.16
 Section 2.16
 Section 2.17 Assignment of the Sale Agreement
 Article VIII
 Section 2.18 Substitution of Assets
 Section 2.18 Substitute Asset provided
 Replaced Asset
   Section 4.6
 68




---



##### 



Section 4.6
 Section 4.1 Section 4.2
      Section 2.19 Optional Sales
 Optional
Sale
   69




---



##### 



Section 4.1
 plus plus provided clauses (iii) (iv) (v)
  70




---



##### 



clause (v) clause (iv)
   Section 2.20 Discretionary Sales .
 Discretionary Sale
 Discretionary Sale Notice
  71




---



##### 



Section 4.1
 provided clauses (a) (c)
     72




---



##### 



Section 2.21 FDIC Sales
 FDIC Sale
 FDIC Sale
Notice
   Section 4.1
 plus
 73




---



##### 



plus provided
   ARTICLE III
 CONDITIONS TO ADVANCES
 Section 3.1 Conditions to Closing and Initial Advance
   74




---



##### 



Schedule I
  Exhibits F-1 F-2
 Exhibits G-1 G-2
 Exhibits E-1 E-2
   Section 3.2 Conditions Precedent to All Advances
 Transaction
 Exhibit A-1 Exhibit A-3 Exhibit A Schedule I
 75




---



##### 



Section 2.4(b) Section 2.9(b) Exhibit A-2 Exhibit A-3
  Section 4.1 Section 4.2 Section 4.3
     Exhibit L provided
  76




---



##### 



provided
      Section 2.3
     77




---



##### 



ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
 Section 4.1 Representations and Warranties of the Seller
  Organization and Good Standing
 Due Qualification
 Power and Authority; Due Authorization; Execution and Delivery
 Binding Obligation
 No Violation
 No Proceedings
 78




---



##### 



All Consents Required
 Bulk Sales
 Solvency Exhibit E-1
 Selection Procedures
 Taxes
 Exchange Act Compliance; Regulations T, U and X
 Security Interest
  79




---



##### 



80




---



##### 



Reports Accurate
 Location of Offices Section 13.2 Section 5.2(g)
 Lock-Boxes Schedule II Section 5.2(k)
 Tradenames
 Sale Agreement
 Value Given
 81




---



##### 



Accounting
 Special Purpose Entity
       provided
  82




---



##### 



83




---



##### 



Independent Director provided
    84




---



##### 



Investment Company Act
 ERISA Section 3 Pension Plans
 Compliance with Law
 Credit and Collection Policy
 Collections
 Set-Off, etc Section 6.4(a)
 Full Payment
 Accuracy of Representations and Warranties
 85




---



##### 



Representations and Warranties in Sale Agreement Section 4.1(ee) mutatis mutandis
 Reaffirmation of Representations and Warranties by the Seller Section 4.1
 Participation and Acquired Loans
 Environmental
      86




---



##### 



USA PATRIOT Act
 Material Adverse Effect
 Section 4.1(m)
 Section 4.2 Representations and Warranties of the Seller Relating to the Agreement and
the Collateral
 clauses (a) (c) clause (d)
 Binding Obligation, Valid Transfer and Security Interest
   87




---



##### 



Section 4.1(m)
 Eligibility of Collateral Section 2.3 Section 4.2(a)
 No Fraud
 Material Adverse Effect
 Section 4.3 Representations and Warranties of the Servicer
  Organization and Good Standing
 Due Qualification
 88




---



##### 



Power and Authority; Due Authorization; Execution and Delivery
 Binding Obligation
 No Violation
 No Proceedings
 All Consents Required
 Reports Accurate
 Credit and Collection Policy
 89




---



##### 



Collections
 Bulk Sales
 Solvency Exhibit E-2
 Taxes
 Exchange Act Compliance; Regulations T, U and X
 Security Interest
 ERISA Section 3 Pension Plans
 90




---



##### 



Section 4042
 Investment Company Act
 USA PATRIOT Act
 Material Adverse Effect
 Section 4.4 Representations and Warranties of the Backup Servicer
  Organization and Corporate Power
 Due Authorization
 No Conflict
 91




---



##### 



No Violation
 All Consents Required
 Validity, Etc
 Section 4.5 Representations and Warranties of the Collateral Custodian
  Organization and Corporate Power
 Due Authorization
 No Conflict
 No Violation
 All Consents Required
 92




---



##### 



Validity, Etc
 Section 4.6 Breach of Certain Representations and Warranties
 Section 2.9 Section 2.10 Retransfer Price Section 2.18 Retransfer Date Section 4.6
 93




---



##### 



ARTICLE V
 GENERAL COVENANTS
 Section 5.1 Affirmative Covenants of the Seller
  Compliance with Laws
 Preservation of Company Existence
 Performance and Compliance with Collateral
 Keeping of Records and Books of Account
 Originators Collateral
 Delivery of Collections
 94




---



##### 



Section 5.4(k)
 Separate Limited Liability Company Existence Section 4.1(u)
 Credit and Collection Policy
 Termination Events
 Taxes
 Use of Proceeds
 Obligor Notification Forms
 Adverse Claims
 Sellers Collateral
 95




---



##### 



Notices
 Income Tax Liability
 Auditors Management Letters
 Representations Section 4.1
 ERISA
 Proceedings
 96




---



##### 



provided Section 5.1(o)
 Notice of Material Events
 Reporting Requirements
   Other
 Section 5.2 Negative Covenants of the Seller
  Other Business Section 5.3(a)
 97




---



##### 



Collateral Not to be Evidenced by Instruments
 Security Interests provided Section 5.2(c)
 Mergers, Acquisitions, Sales, etc
 Deposits to Special Accounts
 Restricted Payments
 Change of Name or Location of Loan Files Section 13.2
 Accounting of Purchases
 98




---



##### 



ERISA Matters
 Operating Agreement; Sale Agreement
 Changes in Payment Instructions to Obligors Schedule II
 Extension or Amendment of Collateral Section 6.4(a) provided Section 6.4(a)
 Credit and Collection Policy
 99




---



##### 



Other Indebtedness pari passu
 Section 5.3 Covenants of the Seller Relating to the Hedging of Assets
 provided
    Section 2.9(a)(1) Section 2.10(a)(1)
 Hedge Collateral Section 5.3(a)
 100




---



##### 



Section 5.4 Affirmative Covenants of the Servicer
  Compliance with Law
 Preservation of Company Existence
 Obligations and Compliance with Collateral
 Keeping of Records and Books of Account
    Preservation of Security Interest
 Credit and Collection Policy
 101




---



##### 



Termination Events
 Taxes
 Other
 Proceedings provided Section 5.4(j)
 Deposit of Collections
 Servicing of Participation and Acquired Loans
 102




---



##### 



Change-in-Control
 Loan Register
 Loan Register Section 5.04(n) provided
  Section 5.5 Negative Covenants of the Servicer
  Deposits to Special Accounts
 Mergers, Acquisition, Sales, etc.
 Section 5.5
  103




---



##### 



Change of Name or Location of Loan Files Section 13.2
 Change in Payment Instructions to Obligors Schedule II
 Extension or Amendment of Assets Section 6.4(a)  provided Section 6.4(a)
 Section 5.6 Affirmative Covenants of the Backup Servicer
  Compliance with Law
 Preservation of Existence
 104




---



##### 



Section 5.7 Negative Covenants of the Backup Servicer
  No Changes in Backup Servicer Fee
 Section 5.8 Affirmative Covenants of the Collateral Custodian
  Compliance with Law
 Preservation of Existence
 Location of Required Asset Documents
 Section 5.9 Negative Covenants of the Collateral Custodian
  Required Asset Documents
 No Changes in Collateral Custodian Fee
 Section 5.10 Covenant of the Seller, the Servicer and the Originator
  105




---



##### 



ARTICLE VI
 ADMINISTRATION AND SERVICING OF ASSETS
 Section 6.1 Designation of the Servicer
 Initial Servicer Section 6.1
 Successor Servicer Section 6.15
 Subcontracts provided
 Servicing Programs
 Section 6.2 Duties of the Servicer
 Appointment Section 6.1
 106




---



##### 



Duties
         107




---



##### 



Section 2.9 Section 2.10
   Section 6.3 Authorization of the Servicer
   108




---



##### 



provided
 Section 6.4 Collection of Payments
 Collection Efforts, Modification of Collateral
 Prepaid Asset Section 2.18 over Prepayment Amount plus
 Acceleration
 Taxes and other Amounts
 109




---



##### 



Payments to Lock-Box Account Section 5.1(q)
 Establishment
of the Collection Account Collection Account Principal Collections Account provided Qualified Institution
  Establishment of the Securities Account Securities Account Section 8.11
 Adjustments
 110




---



##### 



Transfer of Collection Account to Citibank
 Section 6.5 Servicer Advances
  Section 6.6 Realization Upon Charged-Off Assets
  111




---



##### 



Section 6.7 Maintenance of Insurance Policies
  Section 6.8 Servicing Compensation
 Section 2.9(a)(3) Section 2.10(a)(3)
 Section 6.9 Payment of Certain Expenses by Servicer
 Section 6.6 provided pro rata
 112




---



##### 



Section 6.10 Reports
 Borrowing Notice Section 2.4(b) Section 2.9(b)
 Monthly Report Exhibit C Monthly Report
 Servicers Certificate Servicers
Certificate Exhibit J
 Financial Statements
 Tax Returns
 Financial Statements of Obligors
 Other Reports
 Section 6.11 Annual Statement as to Compliance
  113




---



##### 



Section 6.12 Annual Independent Public Accountants Servicing Reports
 Article VI
 Section 6.13 Limitation on Liability of the Servicer and Others
 provided
 Section 6.14 The Servicer Not to Resign
 Section 6.2
 114




---



##### 



Section 6.15 Servicer Defaults
 Servicer Default
   Section 6.4(j)
   Section 6.1
    115




---



##### 



provided that
   Servicer Termination Notice
 Section 6.16 Appointment of Successor Servicer
 Section 6.15
 116




---



##### 



Successor
Servicer
 Section 6.16(a) provided provided Article IV Section 2.15 Section 2.16(b) Section 2.16(e)
  117




---



##### 



Section 6.16 Section 6.16(a)
 ARTICLE VII
 THE BACKUP SERVICER
 Section 7.1 Designation of the Backup Servicer
 Initial Backup Servicer Section 7.1
 118




---



##### 



Successor Backup Servicer Section 7.5
 Section 7.2 Duties of the Backup Servicer
 Appointment Section 7.1
 Duties Section 7.5
 provided
 Tape
   119




---



##### 



Reliance on Tape Section 7.2(b)
 Section 7.3 Merger or Consolidation
  Section 7.4 Backup Servicing Compensation
 Section 2.9(a)(4) Section 2.10(a)(4) Section 7.5 Section 6.16
 120




---



##### 



Section 7.5 Backup Servicer Removal
 Backup Servicer Termination Notice
 Section 7.6 Limitation on Liability
   Section 7.7 The Backup Servicer Not to Resign
  121




---



##### 



ARTICLE VIII
 THE COLLATERAL CUSTODIAN
 Section 8.1 Designation of Collateral Custodian
 Initial Collateral Custodian Section 8.1
 Successor Collateral Custodian Section 8.5
 Section 8.2 Duties of Collateral Custodian
 Appointment
 Duties Section 8.5
 Section 3.2 Review Criteria
 122




---



##### 



provided provided further
 Schedule III
 Section 2.9 Section 2.10 Payment
Duties
  123




---



##### 



Section 8.3 Merger or Consolidation
  Section 8.4 Collateral Custodian Compensation
 Collateral Custodian Fee Section 2.9(a)(4) Section 2.10(a)(4) Section 8.5
 Section 8.5 Collateral Custodian Removal
 Collateral Custodian Termination
Notice provided
 Section 8.6 Limitation on Liability
  124




---



##### 



Section 8.7 The Collateral Custodian Not to Resign
 clause (i)
 125




---



##### 



Section 8.8 Release of Documents
 Release for Servicing Exhibit H Exhibit H
 Limitation on Release
 Release for Payment Exhibit H
 Section 8.9 Return of Required Asset Documents
 Section 2.18 Section 9.2 Section 4.6 Exhibit H
 126




---



##### 



Section 8.10Access to Certain Documentation and Information Regarding the Collateral;
Audits.
 Section 8.10
 Section 8.11 Securities Intermediary
 Securities
Intermediary
  127




---



##### 



provided however
 128




---



##### 



ARTICLE IX
 SECURITY INTEREST
 Section 9.1 Grant of Security Interest
 Section 13.19 Section 9.1
 Section 9.2 Release of Lien on Collateral
 Section 2.18 Section 13.6
 129




---



##### 



provided Section 6.6
 Section 9.3 Further Assurances
 Section 13.12 Section 9.1
 Section 9.4 Remedies
 Section 9.1
 Section 9.5 Waiver of Certain Laws
  Section 9.6 Power of Attorney
  130




---



##### 



ARTICLE X
 TERMINATION EVENTS
 Section 10.1 Termination Events
 Termination Events
    provided Section 2.10
     131




---



##### 



Section 6323
      Section 10.1(f) 10.1(g) 10.1(o) 10.1(r) Section 10.1(p)
 132




---



##### 



133




---



##### 



Section 10.2 Remedies
 provided Section 10.1(h) Section 2.10
 ARTICLE XI
 INDEMNIFICATION
 Section 11.1 Indemnities by the Seller
 Indemnified Parties Indemnified Amounts
 134




---



##### 



Section 11.1
        135




---



##### 



136




---



##### 



Section 11.1
 Section 11.1
 Section 11.1
 Section 11.2 Indemnities by the Servicer
  137




---



##### 



Section 11.2
  Section 11.2
 Section 11.2
 Section 11.3 After-Tax Basis
 Section 11.1 Section 11.2
 ARTICLE XII
 THE ADMINISTRATIVE AGENT
 Section 12.1 The Administrative Agent
  138




---



##### 



provided
  Administrative Agents Reliance, Etc.
 139




---



##### 



Credit Decision with Respect to the Administrative Agent
 Indemnification of the Administrative Agent provided
 Successor Administrative Agent
 140




---



##### 



Article XII
 Payments by the Administrative Agent
 Delegation of Duties
 Non-Reliance on the Administrative Agent
 Administrative Agent and its Affiliates
 141




---



##### 



ARTICLE XIII
 MISCELLANEOUS
 Section 13.1 Amendments and Waivers
 Section 13.1 provided provided further
 provided
 Section 13.2 Notices, Etc.
  Section 13.3 Ratable Payments
 Section 11.1 provided
 142




---



##### 



Section 13.4 No Waiver; Remedies
  Section 13.5 Binding Effect; Benefit of Agreement
 Section 2.9(a)(1) Section 2.10(a)(1)
 Section 13.6 Term of this Agreement
 Articles IV V Articles VI VII VIII Section 9.2 provided however Articles III IV Article XI Section 13.9 Section 13.10 Section 13.11
 Section 13.7 Governing Law; Consent to Jurisdiction; Waiver of Objection to Venue
  143




---



##### 



Section 13.8 Waiver of Jury Trial
  Section 13.9 Costs, Expenses and Taxes
   Other Costs
 144




---



##### 



Section 13.10 No Proceedings
  provided Section 13.10
 Section 13.11 Recourse Against Certain Parties
 it being expressly agreed and understood
 145




---



##### 



Section 13.11(a)
    Section 13.12
    
    Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances.
 Section 13.12(a)
  Article
XI
 146




---



##### 



Section 3.1
  Section 3.1
 Section 13.13 Confidentiality
 Excepted Persons Section 13.13(a)
 147




---



##### 



provided
  Section 13.14 Execution in Counterparts; Severability; Integration
  148




---



##### 



Section 13.15 Waiver of Set-off
   Section 13.16 Assignments
     149




---



##### 



Register
  150




---



##### 



provided however
     provided however
     151




---



##### 



qualified institutional buyer accredited investor
  Section 13.17 Heading and Exhibits
  Section 13.18 Loans Subject to Retained Interest Provisions
 provided
 152




---



##### 



pro rata
 pro rata
 Section 13.19 Tax Treatment of Advances
  Section 13.20 Appointment of Successor Agent
 Section 12.1(f) Section 12.1(f)
 Section 13.20(a) Section 13.20(a)
 153




---



##### 



Section 13.21 Payment Direction .
  154




---



##### 



THE SELLER:
    
    CS FUNDING VII DEPOSITOR LLCBy:
    
    /S/ JEFFREY A. LIPSONName: Jeffrey A. LipsonTitle: Vice President and Treasurer
 CS Funding VII Depositor LLC4445 Willard Avenue, 12th FloorChevy Chase, Maryland 20815Attention:
    
    TreasurerFacsimile No.:
    
    (301) 841-2375Confirmation No.:
    
    (301) 841-2731]
 THE LOAN ORIGINATOR
    
    CAPITALSOURCE FINANCE LLCAND SERVICER:By:
    
    /S/ JEFFREY A. LIPSONName: Jeffrey A. LipsonTitle: Vice President and Treasurer
 CapitalSource Finance LLC4445 Willard Avenue, 12th FloorChevy Chase, Maryland 20815Attention:
    
    TreasurerFacsimile No.:
    
    (301) 841-2375Confirmation No.:
    
    (301) 841-2731
 [Signatures Continued on the Following Page]




---



##### 



ISSUER:
    
    CHARTA, LLC,in its capacity as an IssuerBy:
    
    Citicorp North America, Inc.,as Attorney-in-FactBy:
    
    /S/ GERALD F. KEEFEName:
    
    Gerald F. KeefeTitle:
    
    Authorized SignatoryCHARTA, LLC450 Mamaroneck AvenueHarrison, N.Y. 10528Attention: Global SecuritizationFacsimile No.: 914-899-7890Confirmation No.: 914-899-7218
 [Signatures Continued on the Following Page]




---



##### 



LIQUIDITY BANK:
    
    CITIBANK, N.A.,in its capacity as a Liquidity BankBy:
    
    /S/ GERALD F. KEEFEName:
    
    Gerald F. KeefeTitle:
    
    Authorized SignatoryCitibank, N.A.450 Mamaroneck AvenueHarrison, N.Y. 10528Attention: Global SecuritizationFacsimile No.: 914-899-7890Confirmation No.: 914-899-7218
 THE ADMINISTRATIVE AGENT:
    
    CITICORP NORTH AMERICA, INC.By:
    
    /S/ GERALD F. KEEFEName:
    
    Gerald F. KeefeTitle:
    
    Authorized SignatoryCiticorp North America, Inc.,
as Administrative Agent450 Mamaroneck AvenueHarrison, N.Y. 10528Attention: Global SecuritizationFacsimile No.: (914) 899-7890Confirmation No.: (914) 899-7218




---



##### 



THE BACKUP SERVICER:
    
    WELLS FARGO BANK, NATIONALAND THE COLLATERAL
    
    ASSOCIATION, not in its individual capacity butCUSTODIAN:
    
    solely as Backup Servicer and as Collateral CustodianBy:
    
    /s/ JOE NARDIName:
    

Joe
NardiTitle:
    

Vice
PresidentWells Fargo Bank, National AssociationSixth Street and Marquette AvenueMAC N9311-161Minneapolis, Minnesota 55479
 Attention:
    
    Corporate Trust ServicesCollateral-Backed AdministrationFacsimile No.:
    
    (612) 667-3539Confirmation No.:
    
    (612) 667-8058