*provided*; upon the occurrence of a Fremont Failed Transaction Date, the Combined Threshold Amountwith respect to the Combined Advances Outstanding, shall equal the amounts set forth on the chartbelow for the periods opposite such amounts:   **Period** **Combined Threshold Amount**From the Closing Date until (butnot including) 60 days followingthe Fremont Failed TransactionDate $1,700,000,000 *minus*the CombinedVoluntary Reductions   From 60 days after the FremontFailed Transaction Date until(but not including) 150 daysfollowing the Fremont FailedTransaction Date The lesser of (x) $1,250,000,000 and(y) $1,700,000,000 *minus*the CombinedVoluntary Reductions   From 150 days after the FremontFailed Transaction Date until(but not including) 240 daysfollowing the Fremont FailedTransaction Date The lesser of (x) $1,000,000,000 and(y) $1,700,000,000 *minus*the CombinedVoluntary Reductions   From and at all times after 240days after the Fremont FailedTransaction Date The lesser of (x) $750,000,000 and (y)$1,700,000,000 *minus*the CombinedVoluntary Reductions     (iii) The definition of “Facility Amount” set forth in Section 1.1 of the Agreement ishereby amended by replacing the dollar amount “$1,000,000,000” appearing in the second linethereof with the dollar amount “$400,000,000”.     (iv) The definition of “Issuer Purchase Limit” set forth in Section 1.1 of theAgreement is hereby amended by replacing the dollar amount “$1,000,000,000” appearing in thefirst line thereof with the dollar amount “$400,000,000”.     Section 2. Notice by the Servicer and the Originator Reducing Combined ThresholdAmount. This First Amendment serves as a written request to the Administrative Agent by theServicer and the Originator in accordance with the defined term “Combined Voluntary Reductions” setforth in Section 1.1 of the Agreement that the Servicer and the Originator desire to reduce theCombined Threshold Amount by $600,000,000, and accordingly, constitutes a “Combined VoluntaryReduction” in the amount of $600,000,000 as such term is utilized in the defined term “CombinedThreshold Amount”, effective as of the Effective Date.     Section 3. 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 First 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 thisFirst Amendment, as though made on and as of such date;
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     (ii) Following the effectiveness of this First 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 First 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 4. Effective Date; Continued Effectiveness; Governing Law; Counterparts.     (a) This First Amendment shall become effective as of the time and date (the “*Effective Date*”)when the Administrative Agent shall have received a counterpart of this First Amendment, dulyexecuted and delivered on behalf of each of the parties hereto.     (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 First Amendment shall remain infull force and effect from and after the date of this First Amendment.     (c) THIS FIRST AMENDMENT, AND THE AGREEMENT AS AMENDED BY THE FIRST 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 First 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 First 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 AND SERVICER:** **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**,