**Exhibit 10.75****EXECUTION VERSION****FIRST AMENDMENT TO THE SALE AND SERVICING AGREEMENT**     This First Amendment (this “Amendment”) to the Sale and Servicing 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 (in such capacity, the “Depositor”), CapitalSource Finance LLC, aDelaware limited liability company (“CapitalSource”), as Loan Originator (in such capacity,the “Loan Originator”) and as Servicer (in such capacity, the “Servicer”) and WellsFargo Bank, National Association, a national banking association, as Indenture Trustee on behalf ofthe Noteholders and as Paying Agent (in such capacities, the “Indenture Trustee”), asCollateral Custodian (the “Collateral Custodian”) and as Backup Servicer (the “BackupServicer”).RECITALS:     WHEREAS, the Issuer, the Depositor, CapitalSource, the Loan Originator, the Servicer, theIndenture Trustee, the Paying Agent, the Collateral Custodian and the Backup Servicer are partiesto the Sale and Servicing Agreement, dated as of April 19, 2007 (as amended, supplemented andotherwise modified form time to time including by this Amendment, the “Sale and ServicingAgreement”);     WHEREAS, the parties hereto desire to amend the Sale and Servicing Agreement pursuant toSection 13.02(b) 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 Sale and Servicing Agreement. Upon the execution anddelivery of this Amendment by all parties hereto, the Sale and Servicing Agreement is herebyamended as follows:          (a) Section 1.01 of the Sale and Servicing Agreement is hereby amended by amending andrestating the following definitions contained therein in their entirety:          LIBOR Margin: Has the meaning set forth in the Lender Fee Letter, dated August 2, 2007,executed by the Initial Noteholder as acknowledged and agreed to by the Issuer, the Depositor andCapitalSource.          Maturity Date: August 1, 2008.          Nonutilization Fee: A fee payable by the Issuer to the Initial Noteholder on each PaymentDate in an amount equal to (a) prior to September 1, 2007, 0.15% and from and afterSeptember 1, 2007, 0.10% multiplied by (b) the excess, if any, of the Maximum Note PrincipalBalance over the average daily amount of the Note Principal Balance for the immediately precedingmonth divided by (c) 360 and multiplied by (d) the actual number of calendar days
 

 
that have elapsed since the immediately preceding Payment Date (or, with respect to the first Payment Date, theClosing Date).          Note Purchase Agreement: The Note Purchase Agreement among the Issuer, the Depositor,CapitalSource and the Initial Noteholder, dated as of April 19, 2007, as the same may be amended orsupplemented from time to time.          Purchase Price Percentage: Prior to September 1, 2007, 90% with respect to all Eligible Loansand, from and after September 1, 2007, 85% with respect to all Eligible Loans.          Revolving Period: With respect to the Notes, the period commencing on the Closing Date andending on the date on which the Revolving Period is terminated pursuant to Section 2.08.     Section 2. Representations and Warranties. Each of the Issuer, the Depositor, theLoan Originator and the Servicer hereby represents and warrants that (i) it has the power and isduly authorized to execute and deliver this Amendment, (ii) this Amendment has been dulyauthorized, executed and delivered, (iii) it is and will continue to be duly authorized to performits respective obligations under the Basic Documents and this Amendment, (iv) the execution,delivery and performance by it of this Amendment shall not (1) result in the breach of, orconstitute (alone or with notice or with the lapse of time or both) a default under, any materialagreement or instrument to which it is a party, (2) violate (A) any provision of law, statute, ruleor regulation, or organizational documents or other constitutive documents, (B) any order of anyGovernmental Authority or (C) any provision of any material indenture, agreement or otherinstrument to which it is a party or by which it or any of its property is or may be bound, or (3)result in the creation or imposition of any Lien upon or with respect to any property or assets nowowned or hereafter acquired by the Issuer other than pursuant to the Basic Documents, (v) thisAmendment and each of the Basic Documents to which it is a party or by which it or its assets maybe or is bound constitutes its legal, valid and binding obligations, enforceable against it(subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,moratorium and similar laws affecting creditors’ rights generally and to general principles ofequity), (vi) except as publicly disclosed, there are no actions, suits, investigations (civil orcriminal) or proceedings at law or in equity or by or before any Governmental Authority pending or,to its knowledge, threatened against or affecting it or any of its business, property or rights (1)which involve any Basic Document or (2) which would be materially likely to result in a materialadverse effect on its business, assets, operations or financial condition, (vii) it is not indefault or violation with respect to any law, rule or regulation, judgment, writ, injunction ordecree order of any court, governmental authority, regulatory agency or arbitration board ortribunal, the effect of which would have a material adverse effect on its business, assets,operations or financial condition and (viii) no Default or Event of Default has occurred or iscontinuing. Except as expressly amended by the terms of this Amendment, all terms and conditionsof the Sale and Servicing Agreement shall remain in full force and effect and are hereby ratifiedin all respects. Neither the Majority Noteholders nor the Certificateholder object to theexecution of this Amendment by Wilmington Trust Company or the Issuer.     Section 3. No Reliance. Each of the Issuer, the Depositor, the Loan Originator andthe Servicer hereby acknowledges that it has not relied on the Majority Noteholders, the Hedge
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Counterparty or the Certificateholder or any of their respective officers, directors, employees,agents and “control persons” as such term is used under the Act and under the Securities ExchangeAct of 1934, as amended, for any tax, accounting, legal or other professional advice in connectionwith the transactions contemplated by this Amendment or the Basic Documents, that each of theIssuer, the Depositor, the Loan Originator and the Servicer has retained and been advised by suchtax, accounting, legal and other professionals as it has deemed necessary in connection with thetransactions contemplated by this Amendment and the Basic Documents and that each of the MajorityNoteholders, the Hedge Counterparty and the Certificateholder makes no representation or warranty,and shall have no liability with respect to, the tax, accounting or legal treatment or implicationsrelating to the transactions contemplated by this Amendment and the Basic Documents.     Section 4. Defined Terms; Headings. All capitalized terms used herein, unlessotherwise defined herein, have the same meanings provided herein or in the Sale and ServicingAgreement. The headings of the various Sections of this Amendment have been inserted forconvenience of reference only and shall not be deemed to be part of this Amendment.     Section 5. 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 Sale andServicing 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 Majority Noteholders orthe Hedge Counterparty may now have or may have in the future under or in connection with the Saleand Servicing Agreement, the other Basic Documents or any documents referred to therein or executedin connection therewith. Whenever the Sale and Servicing Agreement is referred to in the Sale andServicing Agreement or any of the instruments, agreements or other documents or papers executed anddelivered in connection therewith, it shall be deemed to mean the Sale and Servicing Agreement, asthe case may be, as modified by this Amendment. Except as hereby amended, no other term, conditionor provision of the Sale and Servicing Agreement shall be deemed modified or amended, and thisAmendment shall not be considered a novation.     Section 6. Construction; Severability. This Amendment is a document executed pursuantto the Sale and Servicing Agreement and shall (unless otherwise expressly indicated therein) beconstrued, administered or applied in accordance with the terms and provisions thereof. If any oneor more of the covenants, agreements, provisions or terms of this Amendment shall be held invalidin a jurisdiction for any reason whatsoever, then, in such jurisdiction, such covenants,agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements,provisions or terms of this Amendment and shall in no way affect the validity or enforceability ofthe other covenants, agreements, provisions or terms of this Amendment.     Section 7. 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 all ofwhich shall constitute together but one and the same agreement. The parties may execute facsimilecopies of this Amendment and the facsimile signature of any such party shall be deemed an originaland fully binding on said party.
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     Section 8. Governing Law. This Amendment shall be governed and construed inaccordance with the applicable terms and provisions of Section 13.05 (Governing Law) of the Saleand Servicing Agreement, which terms and provisions are incorporated herein by reference.     Section 9. Instructions to Owner Trustee;Limitation on Liability. TheDepositor hereby instructs the Owner Trustee, pursuant to Section 6.3 of the Trust Agreement, toexecute and deliver this Amendment. It is expressly understood and agreed by the parties heretothat (a) this Amendment is executed and delivered by Wilmington Trust Company, not individually orpersonally, but solely as Owner Trustee of CapitalSource Funding VII Trust, in the exercise of thepowers and authority conferred and vested in it, (b) each of the representations, undertakings andagreements herein made on the part of the Issuer is made and intended not as personalrepresentations, undertakings and agreements by Wilmington Trust Company but is made and intendedfor the purpose for binding only the Issuer, (c) nothing herein contained shall be construed ascreating any liability on Wilmington Trust Company, individually or personally, to perform anycovenant either expressed or implied contained herein, all such liability, if any, being expresslywaived by the parties hereto and by any Person claiming by, through or under the parties hereto and(d) under no circumstances shall Wilmington Trust Company be personally liable for the payment ofany indebtedness or expenses of the Issuer or be liable for the breach or failure of anyobligation, representation, warranty or covenant made or undertaken by the Issuer under thisAmendment or any other related documents.     Section 10. Recordation of Amendment. To the extent permitted by applicable law, thisAmendment, or a memorandum thereof if permitted under applicable law, is subject to recordation inall appropriate public offices for real property records in all of the counties or other comparablejurisdictions and in any other appropriate public recording office or elsewhere, such recordationto be effected by the Servicer at the Securityholders’ expense on direction of the MajorityNoteholders but only when accompanied by an Opinion of Counsel to the effect that such recordationmaterially and beneficially affects the interests of the Securityholders or is necessary for theadministration or servicing of the Loans.     Section 11. Successor and Assigns. This Amendment shall be governed by, subject toand construed in accordance with the applicable terms and provisions of Section 13.10 (Successorand Assigns) of the Sale and Servicing Agreement, which terms and provisions are incorporatedherein by reference.[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to the Sale andServicing Agreement to be duly executed by their respective authorized officers as of the day andyear first written above.      CAPITALSOURCE FUNDING VII TRUST,