**Exhibit 10.74****EXECUTION VERSION****FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT**     This First Amendment (this “Amendment”) to the Note Purchase Agreement referencedbelow is entered into as of August 2, 2007, among CapitalSource Funding VII Trust, a Delawarestatutory trust (the “Issuer”), CS Funding VII Depositor LLC, a Delaware limited liabilitycompany, as Depositor (the “Depositor”), CapitalSource Finance LLC, a Delaware limitedliability company (“CapitalSource,” and in its capacity as Loan Originator, the “LoanOriginator”) and Citigroup Global Markets Realty Corp. (“Citigroup,” and in itscapacity as Purchaser hereunder, the “Purchaser”).RECITALS:     WHEREAS, the Issuer, the Depositor, the Loan Originator and the Purchaser are parties to theNote Purchase Agreement, dated as of April 19, 2007 (as amended, supplemented and otherwisemodified form time to time including by this Amendment, the “Note Purchase Agreement”);     WHEREAS, the parties hereto desire to amend the Note Purchase Agreement pursuant to Section11.01 thereof as more specifically set forth below;     NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows:     Section 1. Amendments to the Note Purchase Agreement. Upon the execution and deliveryof this Amendment and satisfaction of the conditions precedent set forth herein, the definition of“Maximum Note Principal Balance” in Section 1.01 of the Note Purchase Agreement is hereby amendedand restated in its entirety as follows:          “Maximum Note Principal Balance” means an amount equal to One Billion FiveHundred Million Dollars ($1,500,000,000).     Section 2. Conditions Precedent. The effectiveness of this Amendment shall be subjectto satisfaction (or waiver by the Purchaser) of the following conditions precedent:          (a) Execution and Delivery of this Amendment. Each of the parties hereto shall haveexecuted and delivered this Amendment.          (b) No Default or Event of Default. No Default or Event of Default shall haveoccurred or be continuing.     Section 3. Restructuring of the CSVII Financing Facility. A Termination Date shall bedeemed to occur under the Basic Documents if the parties to the Basic Documents shall not haveentered into an amendment in form and substance satisfactory to the Initial Noteholder on or beforeOctober 15, 2007 to substantially conform the concentration limitations, covenants,representations and warranties set forth in the Basic Documents to the concentrationlimitations, covenants, representations and warranties set forth in the CSII Financing Facility.“CSII
 

 
Financing Facility” means the facility under which notes are issued pursuant to theIndenture, dated as of September 17, 2003 between CapitalSource Funding II Trust, as issuer, andWells Fargo Bank Minnesota, National Association, as indenture trustee, and such notes arepurchased by Citigroup Global Markets Realty Corp. pursuant to the Amended and Restated NotePurchase Agreement, dated as of September 17, 2003 and amended and restated as of October 7, 2004,among CapitalSource Funding II Trust, as issuer, CS Funding II Depositor LLC, as depositor,CapitalSource and Citigroup Global Markets Realty Corp.     Section 4. No Reliance. Each of the Issuer, the Depositor and the Loan Originatorhereby acknowledges that it has not relied on the Purchaser or any of its officers, directors,employees, agents and “control persons” as such term is used under the Act and under the SecuritiesExchange Act of 1934, as amended, for any tax, accounting, legal or other professional advice inconnection with the transactions contemplated by this Amendment or the Basic Documents, that eachof the Issuer, the Depositor and the Loan Originator has retained and been advised by such tax,accounting, legal and other professionals as it has deemed necessary in connection with thetransactions contemplated by this Amendment and the Basic Documents and that the Purchaser makes norepresentation or warranty, and shall have no liability with respect to, the tax, accounting orlegal treatment or implications relating to the transactions contemplated by this Amendment and theBasic Documents.     Section 5. Defined Terms; Headings. All capitalized terms used herein, unlessotherwise defined herein, have the same meanings provided herein or in the Note Purchase Agreement.The headings of the various Sections of this Amendment have been inserted for convenience ofreference only and shall not be deemed to be part of this Amendment.     Section 6. Limited Amendment. This Amendment is limited precisely as written andshall not be deemed to (a) be a consent to a waiver or any other term or condition of the NotePurchase Agreement, the other Basic Documents or any of the documents referred to therein orexecuted in connection therewith or (b) prejudice any right or rights the Purchaser may now have ormay have in the future under or in connection with the Note Purchase Agreement, the other BasicDocuments or any documents referred to therein or executed in connection therewith. Whenever theNote Purchase Agreement is referred to in the Note Purchase Agreement or any of the instruments,agreements or other documents or papers executed and delivered in connection therewith, it shall bedeemed to mean the Note Purchase Agreement, as the case may be, as modified by this Amendment.Except as hereby amended, no other term, condition or provision of the Note Purchase Agreementshall be deemed modified or amended, and this Amendment shall not be considered a novation and allterms and conditions of the Note Purchase Agreement shall remain in full force and effect and arehereby ratified in all respects.     Section 7. Construction. This Amendment is a document executed pursuant to the NotePurchase Agreement and shall (unless otherwise expressly indicated therein) be construed,administered or applied in accordance with the terms and provisions thereof.     Section 8. Counterparts; Facsimile Signature. This Amendment may be executed by theparties hereto in several counterparts, each of which shall be deemed to be an original and allof which shall constitute together but one and the same agreement. The parties may execute
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facsimile copies of this Amendment and the facsimile signature of any such party shall be deemed anoriginal and fully binding on said party.     Section 9. Governing Law. This Amendment shall be governed by, subject to andconstrued in accordance with the applicable terms and provisions of Section 11.06 (Governing Law;Jurisdiction) of the Note Purchase Agreement, which terms and provisions are incorporated herein byreference.     Section 10. Limitation on Liability. The Depositor hereby instructs the OwnerTrustee, pursuant to Section 6.3 of the Trust Agreement, to execute and deliver this Amendment. Itis expressly understood and agreed by the parties hereto that (a) this Amendment is executed anddelivered by Wilmington Trust Company, not individually or personally, but solely as Owner Trusteeof CapitalSource Funding VII Trust, in the exercise of the powers and authority conferred andvested in it, (b) each of the representations, undertakings and agreements herein made on the partof the Issuer is made and intended not as personal representations, undertakings and agreements byWilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c)nothing herein contained shall be construed as creating any liability on Wilmington Trust Company,individually or personally, to perform any covenant either expressed or implied contained herein,all such liability, if any, being expressly waived by the parties hereto and by any Person claimingby, through or under the parties hereto and (d) under no circumstances shall Wilmington TrustCompany be personally liable for the payment of any indebtedness or expenses of the Issuer or beliable for the breach or failure of any obligation, representation, warranty or covenant made orundertaken by the Issuer under this Amendment or any other related documents.     Section 11. Binding Effect; Assignability. This Amendment shall be governed by,subject to and construed in accordance with the applicable terms and provisions of Section 11.04(Binding Effect; Assignability) of the Note Purchase Agreement, which terms and provisions areincorporated herein by reference.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Note PurchaseAgreement to be duly executed by their respective authorized officers as of the day and year firstwritten above.      CAPITALSOURCE FUNDING VII TRUST,