##### 



Exhibit 10.56
 EXECUTION
VERSION




---



##### 



PageARTICLE I DEFINED TERMS
    
    
    1Section 1.1.
    
    Definitions
    
    
    1ARTICLE II THE TRUST
    
    
    12Section 2.1.
    
    Name
    
    
    12Section 2.2.
    
    Office of the Delaware Trustee; Principal Place of Business
    
    
    12Section 2.3.
    
    Initial Contribution of Trust Property; Fees, Costs and Expenses
    
    
    12Section 2.4.
    
    Purposes of Trust
    
    
    12Section 2.5.
    
    Authorization to Enter into Certain Transactions
    
    
    13Section 2.6.
    
    Assets of Trust
    
    
    16Section 2.7.
    
    Title to Trust Property
    
    
    16ARTICLE III PAYMENT ACCOUNT; PAYING AGENTS
    
    
    16Section 3.1.
    
    Payment Account
    
    
    16Section 3.2.
    
    Appointment of Paying Agents
    
    
    16ARTICLE IV DISTRIBUTIONS; REDEMPTION
    
    
    17Section 4.1.
    
    Distributions
    
    
    17Section 4.2.
    
    Redemption
    
    
    19Section 4.3.
    
    Subordination of Common Securities
    
    
    21Section 4.4.
    
    Payment Procedures
    
    
    22Section 4.5.
    
    Withholding Tax
    
    
    22Section 4.6.
    
    Tax Returns and Other Reports
    
    
    23Section 4.7.
    
    Payment of Taxes, Duties, Etc. of the Trust
    
    
    23Section 4.8.
    
    Payments under Indenture or Pursuant to Direct Actions
    
    
    23Section 4.9.
    
    Exchanges
    
    
    23Section 4.10.
    
    Calculation Agent
    
    
    24Section 4.11.
    
    Certain Accounting Matters
    
    
    25ARTICLE V SECURITIES
    
    
    26Section 5.1.
    
    Initial Ownership
    
    
    26Section 5.2.
    
    Authorized Trust Securities
    
    
    26
 i




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##### 



PageSection 5.3.
    
    Issuance of the Common Securities; Subscription and Purchase of Notes
    
    
    26Section 5.4.
    
    The Securities Certificates
    
    
    26Section 5.5.
    
    Rights of Holders
    
    
    27Section 5.6.
    
    Book-Entry Preferred Securities
    
    
    27Section 5.7.
    
    Registration of Transfer and Exchange of Preferred Securities Certificates
    
    
    29Section 5.8.
    
    Mutilated, Destroyed, Lost or Stolen Securities Certificates
    
    
    31Section 5.9.
    
    Persons Deemed Holders
    
    
    31Section 5.10.
    
    Cancellation
    
    
    32Section 5.11.
    
    Ownership of Common Securities by Depositor
    
    
    32Section 5.12.
    
    Restrictive Legends
    
    
    33Section 5.13.
    
    Form of Certificate of Authentication
    
    
    35ARTICLE VI MEETINGS; VOTING; ACTS OF HOLDERS
    
    
    35Section 6.1.
    
    Notice of Meetings
    
    
    35Section 6.2.
    
    Meetings of Holders of the Preferred Securities
    
    
    35Section 6.3.
    
    Voting Rights
    
    
    36Section 6.4.
    
    Proxies, Etc
    
    
    36Section 6.5.
    
    Holder Action by Written Consent
    
    
    36Section 6.6.
    
    Record Date for Voting and Other Purposes
    
    
    36Section 6.7.
    
    Acts of Holders
    
    
    37Section 6.8.
    
    Inspection of Records
    
    
    38Section 6.9.
    
    Limitations on Voting Rights
    
    
    38Section 6.10.
    
    Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults
    
    
    39ARTICLE VII REPRESENTATIONS AND WARRANTIES
    
    
    41Section 7.1.
    
    Representations and Warranties of the Property Trustee and the Delaware Trustee
    
    
    41Section 7.2.
    
    Representations and Warranties of Depositor
    
    
    42ARTICLE VIII THE TRUSTEES
    
    
    43Section 8.1.
    
    Number of Trustees
    
    
    43Section 8.2.
    
    Property Trustee Required
    
    
    43Section 8.3.
    
    Delaware Trustee Required
    
    
    44
 ii




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##### 



PageSection 8.4.
    
    Appointment of Administrative Trustees
    
    
    44Section 8.5.
    
    Duties and Responsibilities of the Trustees
    
    
    45Section 8.6.
    
    Notices of Defaults and Extensions
    
    
    46Section 8.7.
    
    Certain Rights of Property Trustee
    
    
    47Section 8.8.
    
    Delegation of Power
    
    
    49Section 8.9.
    
    May Hold Securities
    
    
    49Section 8.10.
    
    Compensation; Reimbursement; Indemnity
    
    
    49Section 8.11.
    
    Resignation and Removal; Appointment of Successor
    
    
    50Section 8.12.
    
    Acceptance of Appointment by Successor
    
    
    52Section 8.13.
    
    Merger, Conversion, Consolidation or Succession to Business
    
    
    52Section 8.14.
    
    Not Responsible for Recitals or Issuance of Securities
    
    
    52Section 8.15.
    
    Property Trustee May File Proofs of Claim
    
    
    53Section 8.16.
    
    Reports to and from the Property Trustee
    
    
    53ARTICLE IX TERMINATION, LIQUIDATION AND MERGER
    
    
    54Section 9.1.
    
    Dissolution Upon Expiration Date
    
    
    54Section 9.2.
    
    Early Termination
    
    
    54Section 9.3.
    
    Termination
    
    
    55Section 9.4.
    
    Liquidation
    
    
    55Section 9.5.
    
    Mergers,  Consolidations,  Amalgamations  or  Replacements  of Trust
    
    
    56ARTICLE X INFORMATION TO PURCHASER
    
    
    58Section 10.1.
    
    Depositor Obligations to Purchaser
    
    
    58Section 10.2.
    
    Property Trustees Obligations to Purchaser
    
    
    58ARTICLE XI MISCELLANEOUS PROVISIONS
    
    
    58Section 11.1.
    
    Limitation of Rights of Holders
    
    
    58Section 11.2.
    
    Agreed Tax Treatment of Trust and Trust Securities
    
    
    58Section 11.3.
    
    Amendment
    
    
    59Section 11.4.
    
    Separability
    
    
    60Section 11.5.
    
    Governing Law
    
    
    60Section 11.6.
    
    Successors
    
    
    61Section 11.7.
    
    Headings
    
    
    61Section 11.8.
    
    Reports, Notices and Demands
    
    
    61
 iii




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##### 



PageSection 11.9.
    
    Agreement Not to Petition
    
    
    62Section 11.10.
    
    Counterparts
    
    
    62
 EXHIBITS AND SCHEDULEExhibit A
    
    Certificate of Trust of CapitalSource Trust Preferred Securities 2006-1Exhibit B
    
    Form of Common Securities CertificateExhibit C
    
    Form of Preferred Securities CertificateExhibit D
    
    Junior Subordinated IndentureExhibit E
    
    Form of Transferee CertificateExhibit F
    
    Form of Officers Certificate under Section 8.16(a)Exhibit G
    
    Form of Officers Financial Certificate of the GuarantorSchedule A
    
    Determination of LIBOR
 iv




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##### 



Trust Agreement Depositor Guarantor Property Trustee Delaware Trustee Administrative Trustee Administrative Trustees Trustees
  Original Trust Agreement Exhibit A Certificate of Trust
     Definitions
  Article I Article I




---



##### 



vice versa;
  Act Section 6.7
 Additional Interest
 Additional Interest Amount
 Additional Tax Sums
 Additional Taxes
 Administrative Trustee Administrative Trustee
 Affiliate control controlling controlled
 Applicable Depositary Procedures
 2




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##### 



Bankruptcy Event
   Bankruptcy Laws
 Book-Entry Preferred Security
 Business Day
 Calculation Agent Section 4.10.
 Certificate of Trust
 Closing
Date
 Code
 Commission
 3




---



##### 



Common Securities Certificate Exhibit B.
 Common Securities Subscription Agreement
 Common Security
 Corporate Trust Office
 Definitive Preferred Securities Certificates
 Delaware Statutory Trust Act et seq.,
 Delaware Trustee
 Depositary
 Depositary Participant
 Depositor
 Depositor
Affiliate Section 4.9(a)
 Distribution Date Section 4.1(a)(i)
 Distributions Section 4.1
 DTC
 4




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##### 



Early Termination Event Section 9.2
 Section
4.11(c)
 Equity Interests
 ERISA
 Event of Default
    Notice of Default
  Exchange Act
 Expiration Date Section
9.1
 Extension Period Section 4.1(a)(ii)
 5




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##### 



Fiscal Year
 Global Preferred Security
 Guarantor
 Holder
 Indemnified Person Section 8.10(c)
 Indenture Exhibit D
 Indenture Redemption Price
 Interest Payment Date
 Investment Company Act
 Investment Company Event
 Junior Subordinated Note Purchase Agreement
 LIBOR Schedule A
 LIBOR Business Day Schedule A
 LIBOR Determination Date Schedule A
 Lien
 Like Amount
 6




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##### 



Liquidation Amount
 Liquidation Date Section 9.4(a)
 Liquidation Distribution Section 9.4(d)
 Majority in Liquidation Amount
 Note Event of Default Event of Default
 Note Redemption Date
 Note Trustee
 Notes
 Notice of Default Section 1.1
 Officers Certificate Section 8.16(b)
  7




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##### 



Operative Documents
 Opinion of Counsel
 Optional Note Redemption Price
 Optional Redemption Price
 Original Issue Date
 Original Trust Agreement
 Outstanding
   8




---



##### 



provided provided further
  provided
 Owner
 Paying Agent
 Payment Account Sections 3.1 4.1 4.2
 9




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##### 



Person
 Preferred Securities Certificate Exhibit C
 Preferred Security
 Property Trustee
 Purchase Agreement
 Purchaser
 QIB
 QIB/QP
 QP
 Redemption Date
 Redemption Price
 Reference Banks Schedule A
 10




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##### 



Responsible Officer
 Securities Act
 Securities Certificate
 Securities Register Securities Registrar Section 5.7(a)
 Special Event Redemption Price
 Special Note Redemption Price
 Special Redemption Price
 Successor Securities Section
9.5(a)
 Tax Event
 Trust
 Trust Agreement Exhibit D
 Trustees Article I
 Trust Indenture Act
 11




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##### 



Trust Property
 Trust Security
   Name
  Office of the Delaware Trustee; Principal Place of Business
  Initial Contribution of Trust Property; Fees, Costs and Expenses
  Purposes of Trust
  12




---



##### 



Authorization to Enter into Certain Transactions
      13




---



##### 



Section 6.10(a)
         14




---



##### 



provided,
      Section 2.5
 15




---



##### 



Assets of Trust
  Title to Trust Property
     Payment
Account
   Appointment of Paying Agents
  16




---



##### 



Article VIII
   Distributions.
  Section 4.1(a)(i), Distribution Date
  17




---



##### 



Extension Period
 Schedule A
   18




---



##### 



Redemption
      Section 4.2(d);
  19




---



##### 



20




---



##### 



Section 4.1
 Section 4.3(a) pro rata pro rata provided however provided further
 provided
 Subordination of Common Securities
 pro rata provided
 21




---



##### 



Payment Procedures
  Withholding Tax
  22




---



##### 



Tax Returns and Other Reports
  Payment of Taxes, Duties, Etc. of the Trust
  Payments under Indenture or Pursuant to Direct Actions
 Section 6.10(b)
 Exchanges
 Depositor
 23




---



##### 



Section 4.9(a) Section 4.9(a) provided
 Calculation Agent
   24




---



##### 



Business Day
 Certain Accounting Matters
   EDGAR Section
4.11(c) Section 4.11
 provided however
 25




---



##### 



Initial Ownership
 Section 2.3
 Authorized Trust Securities
  Issuance of the Common Securities; Subscription and Purchase of
Notes
  The Securities Certificates
  26




---



##### 



Section 5.6,
 Section 5.13
  Rights of Holders
 Section 5.11(b)
 Book-Entry Preferred Securities
 Section 5.7
 27




---



##### 



Section 5.6(a), Section 5.6 Section 5.7 Section 5.6 Section 5.7
 Article V Section 5.4
   28




---



##### 



provided
  Registration of Transfer and Exchange of Preferred Securities
Certificates
 Securities Register Securities Registrar Article VIII
 Section 5.7(d) Section
5.7(f)
 29




---



##### 



Section 5.7(f)
 Article IV
 Exhibit E
    provided Section
5.7
 30




---



##### 



Mutilated, Destroyed, Lost or Stolen Securities Certificates
   Section
5.8
 Section 5.8
  Section 5.8
 Persons Deemed Holders
  31




---



##### 



Cancellation
 Section 5.10,
 Ownership of Common Securities by Depositor
   32




---



##### 



Restrictive Legends.
  IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (DTC) OR A NOMINEE OF DTC. THIS
PREFERRED SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT,
AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
 UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
CAPITALSOURCE TRUST PREFERRED SECURITIES 2006-1 OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
 SECURITIES ACT
  33




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##### 



QUALIFIED PURCHASER
  ERISA CODE PLAN PLAN ASSETS PLAN ASSETS
 34




---



##### 



Form of Certificate of Authentication
   Dated:
    
    JPMORGAN CHASE BANK, NATIONALASSOCIATION, not in its individual capacity, butsolely as Property TrusteeBy:Authorized Signatory
   Notice of Meetings.
 Section 10.8
 Meetings of Holders of the Preferred Securities
  35




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##### 



Voting Rights
  Proxies, Etc
 provided
 Holder Action by Written Consent
 provided,
 Record Date for Voting and Other Purposes
 Section 6.10(a)
 36




---



##### 



Acts of Holders
 Act Section 6.7
      37




---



##### 



Article VI,
 Inspection of Records
  Limitations on Voting Rights.
  provided
  38




---



##### 



Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults
        provided,
 39




---



##### 



Section 6.10(a)
 Section
6.10(a) Section 6.10(b)
 Section 6.10
 Section 6.10 Section 6.10.
 provided Sections 8.5 8.7
 40




---



##### 



provided further
   Representations and Warranties of the Property Trustee and the Delaware
Trustee
        41




---



##### 



Representations and Warranties of Depositor
     42




---



##### 



Number of Trustees
 provided, Sections 8.2 8.3 8.4
 Property Trustee Required
  43




---



##### 



Section 8.2 Section 8.2 Article VIII
 Delaware Trustee Required
 Section 8.3 Article VIII
  Appointment of Administrative Trustees
   44




---



##### 



Section 8.11
 Duties and Responsibilities of the Trustees
 provided however Section 8.5
 Section 8.5(b)
  45




---



##### 



Section 3.1
  Notices of Defaults and Extensions
 Section 8.6 default
 Section 11.8
  46




---



##### 



Certain Rights of Property Trustee
 Section 8.5
  provided
     47




---



##### 



provided however Section 8.7(g) Section 8.11
      48




---



##### 



Delegation of Power
 Section 2.5
 May Hold Securities
 Outstanding Article I,
 Compensation; Reimbursement; Indemnity
    49




---



##### 



Indemnified Person Section 8.10(a) (b)
 Section 8.10 Section 8.10
 Section 8.10
   Resignation and Removal; Appointment of Successor
 Article VIII Section 8.12
   50




---



##### 



Section 8.12 Section 8.12 Section 8.12 Section 8.12
 Section 10.8
 Sections 8.3 8.4
 51




---



##### 



Acceptance of Appointment by Successor
   Article VIII
 Merger, Conversion, Consolidation or Succession to Business
 provided Article VIII
 Not Responsible for Recitals or Issuance of Securities
  52




---



##### 



Property Trustee May File Proofs of Claim
      Reports to and from the Property Trustee
  53




---



##### 



Exhibit F)
 Exhibit G
   Dissolution Upon Expiration Date
 Expiration
Date Section 9.4
 Early Termination
 Early Termination Event
 Section 5.11
   54




---



##### 



Termination
 Section 9.4 Section 4.2
  Liquidation
 Section 9.2(a) (b) (d) Section 9.4(d)
  Section 9.4(d)
 Section 9.4(d)
 Section 9.2(c) 9.4(d)
 55




---



##### 



Section 9.2(c) 9.4(d) Stock Exchange
 Section 9.4 pro rata pro rata Section 4.3
 Mergers, Consolidations, Amalgamations or Replacements of Trust
 Article IX provided
  56




---



##### 



Successor Securities
         57




---



##### 



Depositor Obligations to Purchaser
  Property Trustees Obligations to Purchaser
    Limitation of Rights of Holders
 Section 9.2
 Agreed Tax Treatment of Trust and Trust Securities
  58




---



##### 



Amendment.
 provided, provided further
 Section 11.3(c), provided,
 Section 10.3(b)
 59




---



##### 



Section 11.3(c) Sections 4.1 4.2 43 6.10(e) Article IX
     Separability
  Governing Law
 THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE TRUST, THE
DEPOSITOR, THE GUARANTOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST
SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF
DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.
 60




---



##### 



Successors
 Article
VIII
 Headings.
  Reports, Notices and Demands
   61




---



##### 



Section 2.2
 Agreement Not to Petition
 Article Section 11.9
 Counterparts
   62




---



##### 



CAPITALSOURCE FINANCE LLC,as DepositorBy:
    
    /s/ Thomas A. FinkName:
    
    Thomas A. FinkTitle:
    
    Chief Financial OfficerCAPITALSOURCE INC.,as GuarantorBy:
    
    /s/ Steven A. MuselesName:
    
    Steven A. MuselesTitle:
    
    Senior Vice PresidentJPMORGAN CHASE BANK, NATIONAL
    
    
    
    CHASE BANK USA, NATIONALASSOCIATION, as Property Trustee
    
    
    
    ASSOCIATION, as Delaware TrusteeBy:
    
    /s/ Maria D. Calzado
    
    
    
    By:
    
    /s/ Sarika M. ShethName:
    
    MARIA D. CALZADO
    
    
    
    Name:
    
    Sarika M. ShethTitle:
    
    Vice President
    
    
    
    Title:
    
    Assistant Vice President/s/ Thomas A. Fink
    
    
    
    
    
    /s/ Steven A. Muselesas Administrative Trustee
    
    
    
    as Administrative TrusteeName: Thomas A. Fink
    
    
    
    Name: Steven A. Museles/s/ Bryan D. Smithas Administrative TrusteeName: Bryan D. Smith




---



##### 



Trust Del.
C. et seq Act
 Name
 Delaware Trustee
 Effective Date
  Chase Bank USA, National Association, not in itsindividual capacity, but solely as Delaware TrusteeBy:Name:Title:
 A-1




---



##### 



Certificate Number
    
    Number of Common Securities
 
      Trust [], [] Holder [Amount (#)] Common Securities Trust Agreement
 B-1




---



##### 



[].
 CAPITALSOURCE TRUST PREFERREDSECURITIES 2006-1By:Name:Title:
    
    Administrative Trustee
 B-2




---



##### 



IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF THE DEPOSITORY TRUST COMPANY ( DTC ) OR A NOMINEE OF DTC. THIS PREFERRED SECURITY IS
EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT, AND NO TRANSFER OF
THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY DTC TO A
NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT
IN LIMITED CIRCUMSTANCES.
 UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CAPITALSOURCE
TRUST PREFERRED SECURITIES 2006-1 OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
 SECURITIES ACT
  C-1




---



##### 



ERISA CODE PLAN
 C-2




---



##### 



Certificate Number P-[]
    
    $[] Aggregate Liquidation Amount
 
 
    
 Trust     Holder [Amount (#)] [IF THE PREFERRED
SECURITY IS A GLOBAL SECURITY, THEN INSERT: or such other number of Preferred Securities
represented hereby as may be set forth in the records of the Securities Registrar hereinafter
referred to in accordance with the Trust Agreement (as defined below)] Preferred Securities as
defined below Trust Agreement
    C-3




---



##### 



[]
 CAPITALSOURCE TRUST PREFERREDSECURITIES 2006-1By:Name:Title:
    
    Administrative Trustee
   JPMORGAN CHASE BANK, NATIONALASSOCIATION, not in its individual capacity, butsolely as Property TrusteeBy:Authorized Signatory
 C-4




---



##### 



C-5




---



##### 



pari passu pari passu
    C-6




---



##### 



C-7




---



##### 



Date:
 Signature:(Sign exactly as your name appears on the other side of this Preferred Securities
Certificate)
  C-8




---



##### 



D-1




---



##### 



Re:
    
    Purchase of $ stated liquidation amount of Preferred
Securities (the Preferred Securities) of CapitalSource Trust Preferred
Securities 2006-1
   Preferred Securities Trust Company Subordinated Notes Offered Securities Securities Act QP Investment Company Act
 E-1




---



##### 



ERISA Code Plan
  [Name of Purchaser]By:Date:Name:Title:
 E-2




---



##### 



Name:Address:
 Taxpayer ID Number:
 E-3




---



##### 



FORM OF
OFFICERS CERTIFICATE
UNDER
SECTION 8.16(a)
 Trust Agreement Trust [date], [year] [, except as follows: specify each such default and the nature and
status thereof].
   F-1




---



##### 



By:Name:Title:
    
    [Must be the Chief Executive Officer, the President or a Senior Vice President] of
CapitalSource Finance LLCBy:Name:Title:
    
    [Must be the Chief Financial Officer, the
Chief Accounting Officer, the Treasurer or an
Assistant Treasurer]of Capital Source Finance
LLCBy:Name:Title:
    
    [Must be the Chief Executive officer, the President or a Senior Vice President] of
CapitalSource Inc.By:Name:Title:
    
    [Must be the Chief Financial Officer, Chief
Accounting Officer, the Treasurer or an
Assistant Treasurer] of
CapitalSource Inc.
 F-2




---



##### 



By:Name:Title:
    
    Administrative Trustee of CapitalSource Trust Preferred Securities 2006-1By:Name:Title:
    
    Administrative Trustee of CapitalSource Trust Preferred Securities 2006-1By:Name:Title:
    
    Administrative Trustee of CapitalSource Trust Preferred Securities 2006-1
 F-3




---



##### 



[Chairman/Vice Chairman/Chief Executive Officer/President/Vice
President/Chief Financial Officer/Chief Accounting Officer/Treasurer/Assistant Treasurer], Trust Agreement Company Guarantor [date],
[year],
 [Quarterly/Annual Financial Date], [year]
 Senior secured indebtedness for
borrowed money (Debt)
    
    $Senior unsecured Debt
    
    $Subordinated Debt
    
    $Total Debt
    
    $Ratio of (x) senior secured and unsecured
Debt to (y) total Debt
    

%
 [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements
(including the balance sheet, income statement and statement of cash flows, and notes thereto,
together with the report of the independent accountants thereon) of the Company and its
consolidated subsidiaries for the three (3) years ended [date], [year].]
 [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial
statements (including the balance sheet and income statement) of the Company and its consolidated
subsidiaries for the fiscal quarter ended [date], [year].]
 GAAP [quarter] [annual] [date], [year],
 [year]
 G-1




---



##### 



CAPITALSOURCE INC.By:Name:Title:CapitalSource Inc.4445 Willard Avenue, 12th FloorChevy Chase, Maryland 20815(301)841-2700
 G-2




---



##### 



LIBOR
 LIBOR Determination Date
 provided,
 Reference Banks LIBOR Business Day Base Rate Federal Funds Rate




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