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 CREL 2007-A Facility, dated as of the date of this Second Amendment, duly executedand delivered on behalf of each of the parties thereto, and (iii) the Collateral RepurchaseAgreement, dated as of the date of this Second Amendment, relating to that certain Second Amendedand Restated Sale and Servicing Agreement, dated as of May 8, 2008, among CSE QRS Funding II LLC,CSE Mortgage LLC, each of the Issuers and Liquidity Banks from time to time party thereto, CiticorpNorth America, Inc., as the Administrative Agent and Wells Fargo Bank, National Association, as theBackup 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 and each of the partieshereto agrees that all other covenants and agreements and other provisions contained in theAgreement and the other Transaction Documents as modified by this Second Amendment shall remain infull force and effect from and after the date of this Second Amendment.     (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
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5-1401 AND 5-1402 OF THE GENERAL 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.]
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     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:** **CS FUNDING VII DEPOSITOR LLC**           By: /S/ JEFFREY A. LIPSON           Name: Jeffrey A. Lipson    Title: Vice President and Treasurer         **THE ORIGINATOR ANDSERVICER:** **CAPITALSOURCE FINANCE LLC**           By: /S/ JEFFREY A. LIPSON           Name: Jeffrey A. Lipson    Title: Vice President and Treasurer  **[Signatures Continued on the Following Page]**
 

 
       **ISSUER:** **CHARTA, LLC**,in its capacity as an Issuer           By: Citicorp North America, Inc.,as Attorney-in-Fact           By: /S/ GERALD F. KEEFE           Name: Gerald F. Keefe    Title:  Vice President         **LIQUIDITY BANK:** **CITIBANK, N.A.**,in its capacity as a Liquidity Bank           By: /S/ GERALD F. KEEFE           Name: Gerald F. Keefe    Title:  Vice President         **THE ADMINISTRATIVE AGENT** **CITICORP NORTH AMERICA, INC**.           By: /S/ GERALD F. KEEFE           Name: Gerald F. Keefe    Title:  Vice President