##### 



Exhibit 4.15
 EXECUTION
VERSION




---



##### 



TABLE
OF CONTENTS
 PageARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
    
    
    1Section 1.1
    
    Definitions
    
    
    1Section 1.2
    
    Compliance Certificate and Opinions
    
    
    10Section 1.3
    
    Forms of
Documents Delivered to Trustee
    
    
    11Section 1.4
    
    Acts of Holders
    
    
    12Section 1.5
    
    Notices, Etc. to Trustee and Company
    
    
    13Section 1.6
    
    Notice to Holders; Waiver
    
    
    14Section 1.7
    
    Effect of Headings and Table of Contents
    
    
    14Section 1.8
    
    Successors and Assigns
    
    
    14Section 1.9
    
    Separability
    
    
    15Section 1.10
    
    Benefits of Indenture
    
    
    15Section 1.11
    
    Governing Law
    
    
    15Section 1.12
    
    Submission to Jurisdiction
    
    
    15Section 1.13
    
    Non-Business Days
    
    
    15Section 1.14
    
    Counterparts
    
    
    16Section 1.15
    
    No Personal Liability
    
    
    16ARTICLE II SECURITY FORMS
    
    
    16Section 2.1
    
    Form of Security
    
    
    16Section 2.2
    
    Restrictive Legend
    
    
    22Section 2.3
    
    Form of Trustees Certificate of Authentication
    
    
    24Section 2.4
    
    Temporary Securities
    
    
    24Section 2.5
    
    Definitive Securities
    
    
    25ARTICLE III THE SECURITIES
    
    
    25Section 3.1
    
    Payment of Principal and Interest
    
    
    25Section 3.2
    
    Denominations
    
    
    27Section 3.3
    
    Execution, Authentication, Delivery and Dating
    
    
    27Section 3.4
    
    Global Securities
    
    
    28Section 3.5
    
    Registration, Transfer and Exchange Generally
    
    
    30Section 3.6
    
    Mutilated, Destroyed, Lost and Stolen Securities
    
    
    32Section 3.7
    
    Persons Deemed Owners
    
    
    33




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PageSection 3.8
    
    Cancellation
    
    
    33Section 3.9
    
    Deferrals of Interest Payment Dates
    
    
    33Section 3.10
    
    Agreed Tax Treatment
    
    
    34Section 3.11
    
    CUSIP Numbers
    
    
    34ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    34Section 4.1
    
    Satisfaction and Discharge of Indenture
    
    
    34Section 4.2
    
    Application of Trust Money
    
    
    36ARTICLE V REMEDIES
    
    
    36Section 5.1
    
    Events of Default
    
    
    36Section 5.2
    
    Acceleration of Maturity; Rescission and Annulment
    
    
    37Section 5.3
    
    Collection of Indebtedness and Suits for Enforcement by
Trustee
    
    
    38Section 5.4
    
    Trustee May File Proofs of Claim
    
    
    39Section 5.5
    
    Trustee May Enforce Claim Without Possession of Securities
    
    
    39Section 5.6
    
    Application of Money Collected
    
    
    40Section 5.7
    
    Limitation on Suits
    
    
    40Section 5.8
    
    Unconditional Right of Holders to Receive Principal,
Premium, if any, and Interest; Direct Action by Holders of
Preferred Securities
    
    
    41Section 5.9
    
    Restoration of Rights and Remedies
    
    
    41Section 5.10
    
    Rights and Remedies Cumulative
    
    
    41Section 5.11
    
    Delay or Omission Not Waiver
    
    
    41Section 5.12
    
    Control by Holders
    
    
    42Section 5.13
    
    Waiver of Past Defaults
    
    
    42Section 5.14
    
    Undertaking for Costs
    
    
    43Section 5.15
    
    Waiver of Usury, Stay or Extension Laws
    
    
    43ARTICLE VI THE TRUSTEE
    
    
    43Section 6.1
    
    Corporate Trustee Required
    
    
    43Section 6.2
    
    Certain Duties and Responsibilities
    
    
    44Section 6.3
    
    Notice of Defaults
    
    
    45Section 6.4
    
    Certain Rights of Trustee
    
    
    46Section 6.5
    
    May Hold Securities
    
    
    48Section 6.6
    
    Compensation; Reimbursement; Indemnity
    
    
    48
 ii




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PageSection 6.7
    
    Resignation and Removal; Appointment of Successor
    
    
    49Section 6.8
    
    Acceptance of Appointment by Successor
    
    
    50Section 6.9
    
    Merger, Conversion, Consolidation or Succession to
Business
    
    
    50Section 6.10
    
    Not Responsible for Recitals or Issuance of Securities
    
    
    50Section 6.11
    
    Appointment of Authenticating Agent
    
    
    51ARTICLE VII HOLDERS LISTS AND REPORTS BY COMPANY
    
    
    52Section 7.1
    
    Company to Furnish Trustee Names and Addresses of
Holders
    
    
    52Section 7.2
    
    Preservation of Information, Communications to Holders
    
    
    52Section 7.3
    
    Reports by Company and Guarantor
    
    
    53ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
    
    
    54Section 8.1
    
    Company and Guarantor May Consolidate, Etc., Only on
Certain Terms
    
    
    54Section 8.2
    
    Successor Company or Guarantor Substituted
    
    
    55ARTICLE IX            SUPPLEMENTAL INDENTURES
    
    
    56Section 9.1
    
    Supplemental Indentures without Consent of Holders
    
    
    56Section 9.2
    
    Supplemental Indentures with Consent of Holders
    
    
    56Section 9.3
    
    Execution of Supplemental Indentures
    
    
    57Section 9.4
    
    Effect of Supplemental Indentures
    
    
    58Section 9.5
    
    Reference in Securities to Supplemental Indentures
    
    
    58ARTICLE X COVENANTS
    
    
    58Section 10.1
    
    Payment of Principal, Premium, if any, and Interest
    
    
    58Section 10.2
    
    Money for Security Payments to be Held in Trust
    
    
    58Section 10.3
    
    Statement as to Compliance
    
    
    59Section 10.4
    
    Calculation Agent
    
    
    60Section 10.5
    
    Additional Tax Sums
    
    
    60Section 10.6
    
    Additional Covenants
    
    
    61Section 10.7
    
    Waiver of Covenants
    
    
    63Section 10.8
    
    Treatment of Securities
    
    
    63Section 10.9
    
    Limitation on Issuance of Securities
    
    
    63ARTICLE XI REDEMPTION OF SECURITIES
    
    
    63Section 11.1
    
    Optional Redemption
    
    
    63
 iii




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PageSection 11.2
    
    Special Event Redemption
    
    
    63Section 11.3
    
    Election to Redeem; Notice to Trustee
    
    
    64Section 11.4
    
    Selection of Securities to be Redeemed
    
    
    64Section 11.5
    
    Notice of Redemption
    
    
    64Section 11.6
    
    Deposit of Redemption Price
    
    
    65Section 11.7
    
    Payment of Securities Called for Redemption
    
    
    65ARTICLE XII SUBORDINATION OF SECURITIES
    
    
    66Section 12.1
    
    Securities Subordinate to Senior Debt
    
    
    66Section 12.2
    
    No Payment When Senior Debt of the Company in Default;
Payment Over of Proceeds Upon Dissolution, Etc
    
    
    66Section 12.3
    
    Payment Permitted if No Default
    
    
    68Section 12.4
    
    Subrogation to Rights of Holders of Senior Debt of the
Company
    
    
    68Section 12.5
    
    Provisions Solely to Define Relative Rights
    
    
    68Section 12.6
    
    Trustee to Effectuate Subordination
    
    
    69Section 12.7
    
    No Waiver of Subordination Provisions
    
    
    69Section 12.8
    
    Notice to Trustee
    
    
    69Section 12.9
    
    Reliance on Judicial Order or Certificate of Liquidating
Agent
    
    
    70Section 12.10
    
    Trustee Not Fiduciary for Holders of Senior Debt
    
    
    70Section 12.11
    
    Rights of Trustee as Holder of Senior Debt of the
Company; Preservation of Trustees Rights
    
    
    71Section 12.12
    
    Article Applicable to Paying Agents
    
    
    71ARTICLE XIII GUARANTEE
    
    
    71Section 13.1
    
    The Guarantee
    
    
    71Section 13.2
    
    Guarantee Unconditional, etc
    
    
    71Section 13.3
    
    Reinstatement
    
    
    72Section 13.4
    
    Subrogation
    
    
    72ARTICLE XIV SUBORDINATION OF GUARANTEE
    
    
    72Section 14.1
    
    Securities Subordinate to Senior Debt of the Guarantor
    
    
    72Section 14.2
    
    No Payment When Senior Debt of the Guarantor in
Default; Payment Over of Proceeds Upon Dissolution, Etc
    
    
    72Section 14.3
    
    Payment Permitted if No Default
    
    
    74
 iv




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PageSection 14.4
    
    Subrogation to Rights of Holders of Senior Debt of the Guarantor
    
    
    74Section 14.5
    
    Provisions Solely to Define Relative Rights
    
    
    75Section 14.6
    
    Trustee to Effectuate Subordination
    
    
    75Section 14.7
    
    No Waiver of Subordination Provisions
    
    
    75Section 14.8
    
    Notice to Trustee
    
    
    76Section 14.9
    
    Reliance on Judicial Order or Certificate of Liquidating Agent
    
    
    76Section 14.10
    
    Trustee Not Fiduciary for Holders of Senior Debt of the Guarantor
    
    
    77Section 14.11
    
    Rights of Trustee as Holder of Senior Debt of the Guarantor;
Preservation of Trustees Rights
    
    
    77Section 14.12
    
    Article Applicable to Paying Agents
    
    
    77
  Schedule A
    
    -
    
    Determination of LIBORExhibit A
    
    -
    
    Form of Officers Financial CertificateExhibit B
    
    -
    
    Form of Officers Certificate pursuant to Section 10.3
 v




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Company Guarantor Trustee
  Securities Trust Preferred Securities Common Securities Trust Securities Guarantee
      Definitions
  Article I Article I




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##### 



vice versa;
  Act Section 1.4(a)
 Additional Interest
 Additional Tax Sums Section 10.5
 Additional Taxes
 Administrative Trustee
 Affiliate control controlling controlled
 Applicable Depositary Procedures
 Authenticating Agent Section
6.11
 2




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Board of Directors
 Board Resolution
 Business
Day
 Calculation Agent Section 10.4(a)
 Code
 Commission Section 7.3(c)
 Common
Securities
 Company
 Company Request Company Order provided however
 Corporate Trust Office
 Debt
 3




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Defaulted Interest Section 3.1(c)
 Delaware Trustee
 Depositary
 Depositary Participant
 Distributions
 Dollar $
 DTC
 EDGAR Section 7.3(c)
 Equity Interests
 ERISA
 Event of Default Section 5.1
 4




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Exchange Act
 Expiration Date Section 1.4(h)
 Extension Period Section 3.9
 Fixed Rate Period Section
2.1
 GAAP
 Global Security
 Government Obligation provided,
 Guarantee
 Guarantor Guarantor Guarantor
 Holder
 Indenture
 Interest Payment Date
 5




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Investment Company Act
 Investment Company Event
 LIBOR Schedule A
 LIBOR Business Day Schedule A
 LIBOR Determination Date Schedule A
 Liquidation Amount
 Maturity
 Notice of Default Section 5.1(c)
 Officers Certificate
 Opinion of Counsel
 Optional Redemption Price Section 11.1
 Original Issue
Date
 Outstanding
  6




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##### 



provided provided further
  provided,
 Paving Agent
 Person
 Place of Payment
 7




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Predecessor Security Section 3.6
 Preferred Securities
 Proceeding Section 12.2(b)
 Property Trustee
 Purchase Agreement
 Redemption Date
 Redemption Price
 Reference Banks Schedule A
 Regular Record Date
 Responsible Officer
 Rights Plan
 Securities Security
 8




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Securities Act
 Securities Register Securities Registrar Section 3.5(a)
 Senior Debt provided, financing entity pari passu
 Special Even
 Special Record Date Section 3.1(c)
 Special Redemption Price Section 11.2
 Stated
Maturity
 Subsidiary voting stock
 Tax Event Administrative Action
 9




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##### 



de minimis
 Trust
 Trust Agreement
 Trustee
 Trust Indenture Act
 Trust Securities
 Compliance Certificate and Opinions.
  Section
10.3
  10




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Forms of Documents Delivered to Trustee.
     11




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Acts of Holders.
 Act Section 1.4
     Section 1.4 provided
 12




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##### 



Section 1.6.
 Section
5.2, Section 5.7(b) Section 5.12. provided, Section 1.6.
 Section
1.4 Expiration Date provided Section 1.6 Section 1.4
 Notices, Etc. to Trustee and Company
  13




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Notice to Holders; Waiver
  Effect of Headings and Table of Contents
  Successors and Assigns
 Article
VIII
 14




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##### 



Separability
  Benefits of Indenture
 Sections 5.2 5.8 5.9 5.11 5.13 9.2 10.7
 Governing Law
 This Indenture and the rights and obligations of each of the Holders, the Company, the
Guarantor and the Trustee shall be construed and enforced in accordance with and governed by the
laws of the State of New York without reference to its conflict of laws provisions (other than
Section 5-1401 of the General Obligations Law).
 Submission to Jurisdiction
  Non-Business Days
  15




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Counterparts
  No Personal Liability
    Form of Security
    No.
    
    $
 Company   [principal amount] ($[   ]) [IF THE SECURITY IS A GLOBAL SECURITY, THEN INSERT: or
such other principal amount represented hereby as may be set forth in the records of the
Securities Registrar hereinafter referred to in accordance with the Indenture]
 16




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Fixed Rate Period provided
  Extension Period
 17




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##### 



provided provided
 pari passu
 18




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##### 



Guarantor Guarantee
 19




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##### 



Securities Indenture Trustee
 Trust Agreement Trust
    20




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##### 



21




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##### 



This Security shall be construed and enforced in accordance with and governed by the laws of
the State of New York without reference to its conflict of laws provisions (other than Section
5-1401 of the General Obligations Law).
 
 CapitalSource Finance LLCBy:Name:Title:
 Restrictive Legend
  [IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (DTC) OR A NOMINEE OF DTC. THIS 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 INDENTURE, AND NO TRANSFER OF
THIS SECURITY (OTHER THAN A TRANSFER OF THIS 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 SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY 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
 22




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##### 



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
   ERISA CODE PLAN
 23




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##### 



Form of Trustees Certificate of Authentication
   Dated:JPMorgan Chase Bank, National Association,
not in its individual capacity, but solely as TrusteeBy:Authenticating AgentBy:Authorized Signatory
 Temporary Securities
   24




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##### 



Definitive Securities.
    Payment of Principal and Interest.
   25




---



##### 



Defaulted Interest
 Special Record Date
   26




---



##### 



Article II
 Section 3.1,
 Denominations.
  Execution, Authentication, Delivery and Dating.
  27




---



##### 



Section 3.8,
  Global Securities.
  28




---



##### 



Section 3.4(b),
 Article III
  29




---



##### 



Registration, Transfer and Exchange Generally.
 Securities Register Securities Registrar
 30




---



##### 



Article VI
 Section 2.2(b),
     Section 3.5: Article XI
   31




---



##### 



provided, Section 3.5
 Mutilated, Destroyed, Lost and Stolen Securities.
  bona fide
  Section 3.6,
 Section 3.6
 Section 3.6
 32




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##### 



Persons Deemed Owners.
  Cancellation.
 Section 3.8,
 Deferrals of Interest Payment Dates.
 Extension Period provided,
 33




---



##### 



provided,
 Section 10.6(a).
 Agreed Tax Treatment.
  CUSIP Numbers.
 provided,
   Satisfaction and Discharge of Indenture.
 Section 4.1)
 34




---



##### 



Section 3.6 Section 10.2
        Section 6.6, Section 6.11
 35




---



##### 



Section 4.1 Section
4.2 Section 10.2(e)
 Application of Trust Money
 Section 10.2(e), Section 4.1 Section 3.1, Section 4.2 Article XII.
   Events of Default
 Event of Default
   Notice of Default
  36




---



##### 



Acceleration of Maturity; Rescission and Annulment
 provided,
 Article V
 37




---



##### 



Section 5.13
 provided, Section 5.2
 Collection of Indebtedness and Suits for Enforcement by
Trustee
     38




---



##### 



Section 6.6
   Trustee May File Proofs of Claim
 Section
6.6
 Trustee May Enforce Claim Without Possession of Securities
 Article XII Section 6.6,
 39




---



##### 



Application of Money Collected
 Article V
 Section 6.6
 Article XII Article XIV
 Article XII Article XIV,
  Limitation on Suits.
 Section 5.8,
      40




---



##### 



Unconditional Right of Holders to Receive Principal, Premium, if any, and
Interest; Direct Action by Holders of Preferred Securities
 Section 5.1(a) Section 5.1(b)
 Restoration of Rights and Remedies
  Rights and Remedies Cumulative
 Section 3.6(f)
 Delay or Omission Not Waiver
 Article V Section
 41




---



##### 



5.8
 Control by Holders
 provided
   Section 6.2
 Waiver of Past Defaults
   Article IX
   42




---



##### 



Undertaking for Costs
 provided however Section
5.14
 Waiver of Usury, Stay or Extension Laws
    Corporate Trustee Required
 Section 6.1 Section 6.1 Article VI
 43




---



##### 



Certain Duties and
Responsibilities
   provided
  Section 6.2
    44




---



##### 



Section 1.10
 Notice of Defaults
 provided
 45




---



##### 



provided further Section 5.1(c) Section 6.3 default
 Certain Rights of Trustee
 Section 6.2
  provided
    46




---



##### 



Section 5.1
   47




---



##### 



Article VI
 May Hold Securities
  Compensation; Reimbursement; Indemnity
    Section 6.6(a)
 Section 6.6
 Section 6.6
 48




---



##### 



Resignation and Removal; Appointment of Successor
 Article VI Section 6.8
   Section 6.8 Section 6.8 Section
6.8 bona fide
 Section 1.6
 49




---



##### 



Acceptance of Appointment by Successor
 provided
 Section 6.8
 Article VI
 Merger, Conversion, Consolidation or Succession to Business
 provided Article VI Section 6.9
 Not Responsible for Recitals or Issuance of Securities
  50




---



##### 



Appointment of Authenticating Agent
 Section 3.6 Section 6.11 Section 6.11 Section 6.11
 provided Section
6.11
 Section 6.11 Section 6.11
 Section 6.11
 51




---



##### 



Section
6.11
   JPMorgan Chase Bank, National Association,not in its individual capacity, but solely as TrusteeBy:Authenticating AgentBy:Authorized Signatory
   Company to Furnish Trustee Names and Addresses of Holders
     Preservation of Information, Communications to Holders
 Section 7.1 Section 7.1
  52




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##### 



Reports by Company and Guarantor
 Section 7.3(b)
 Exhibit A Section 7.3(b)
 Commission EDGAR Section 7.3(c) Section 7.3(c) Section 7.3(b)
 53




---



##### 



Company and Guarantor May Consolidate, Etc., Only on Certain Terms
    Article VIII Section 8.1 (a)
   54




---



##### 



Article VIII Section 8.1(b)
 Successor Company or Guarantor Substituted
 Section
8.1 Section 8.1
   55




---



##### 



Supplemental Indentures without Consent of Holders
    provided provided, further
  provided
 provided
 Supplemental Indentures with Consent of Holders
 Section 9.1
 56




---



##### 



provided
   Section 9.2 Section 5.13 Section 10.7
 provided further Section 9.2 provided further
 Section 9.2
 Execution of Supplemental Indentures
 Article IX
 57




---



##### 



Effect of Supplemental Indentures
 Article IX
 Reference in Securities to Supplemental Indentures
 Article IX
   Payment of Principal Premium, if any,
and Interest
  Money for Security Payments to be Held in Trust
   58




---



##### 



Section 10.2
  provided
 Statement as to Compliance
 Section 10.3
 59




---



##### 



Calculation Agent
 Schedule A
 Schedule A Business Day
 Additional Tax Sums
 Section 1.1 Additional Tax Sums
 60




---



##### 



Section 10.5 Section 10.5 provided Section 3.9
 Additional Covenants
 pari passu pari passu
  61




---



##### 



pari passu pari passu
 provided
  62




---



##### 



Waiver of Covenants
 Section 10.6
 Treatment of Securities
  Limitation on Issuance of Securities
    Optional Redemption
 Optional Redemption Price
 Special Event Redemption
  63




---



##### 



Special
Redemption Price
 Election to Redeem; Notice to Trustee
 Section 11.5
 Selection of Securities to be Redeemed
 pro rata provided
  Section 11.4
 Notice of Redemption
  64




---



##### 



Deposit of Redemption Price
 Section 11.5 Section 10.2)
 Payment of Securities Called for Redemption
 Section 11.5
 65




---



##### 



Securities Subordinate to Senior Debt
 Article XII
 No Payment When Senior Debt of the Company in Default; Payment Over of
Proceeds Upon Dissolution, Etc
  Section 5.1 Proceeding
 66




---



##### 



Section 12.2
  67




---



##### 



Payment Permitted if No Default
 Article XII Section 12.2 Section 12.2 Section 12.8 Article XII Section
12.8
 Subrogation to Rights of Holders of Senior Debt of the Company
 Article XII Article XII Article XII
 Provisions Solely to Define Relative Rights
 Article XII Article XII
 68




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##### 



Article XII
 Trustee to Effectuate Subordination
 Article XII
 No Waiver of Subordination Provisions
  Section
12.7  Article XII
 Notice to Trustee
 Article XII
 69




---



##### 



provided, Section 12.8
 Article XII, Article XII,
 Reliance on Judicial Order or Certificate of Liquidating Agent.
 Article
XII, Article XII.
 Trustee Not Fiduciary for Holders of Senior Debt.
 Article XII
 70




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##### 



Rights of Trustee as Holder of Senior Debt of the Company; Preservation of
Trustees Rights.
 Article XII
 Article Applicable to Paving Agents.
 Trustee Article XII Article XII provided, Sections 12.8 12.11
   The Guarantee.
  Guarantee Unconditional, etc.
  71




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##### 



Reinstatement.
  Subrogation.
 provided however
   Securities Subordinate to Senior Debt of the Guarantor.
 Article XIV,
 No Payment When Senior Debt of the Guarantor in Default; Payment Over of
Proceeds Upon Dissolution, Etc.
  72




---



##### 



73




---



##### 



Section 14.2
  Payment Permitted if No Default.
 Article XIV Section 14.2 Section 14.2 Section 14.8) Article XIV Section 14.8
 Subrogation to Rights of Holders of Senior Debt of the Guarantor.
 Article XIV
 74




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##### 



Article XIV, Article XIV
 Provisions Solely to Define Relative Rights
 Article XIV Article XIV Article XIV
 Trustee to Effectuate Subordination
 Article XIV
 No Waiver of Subordination Provisions
  Section 14.7
 75




---



##### 



Article XIV
  Notice to Trustee
 Article XIV provided, Section 14.8
 Article XIV, Article XIV,
 Reliance on Judicial Order or Certificate of Liquidating Agent
 76




---



##### 



Article
XIV, Article XIV
 Trustee Not Fiduciary for Holders of Senior Debt of the Guarantor
 Article XIV
 Rights of Trustee as Holder of Senior Debt of the Guarantor; Preservation
of Trustees Rights
 Article XIV
 Article Applicable to Paying Agents
 Trustee Article XIV provided, Sections 14.8 14.11
  77




---



##### 



CAPITALSOURCE FINANCE LLCBy:
    
    /s/ Thomas A. FinkName:
    
    Thomas A. FinkTitle:
    
    Chief Financial OfficerCAPITALSOURCE INC.By:
    
    /s/ Steven A. MuselesName:
    
    Steven A. MuselesTitle:
    
    Senior Vice PresidentJPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as TrusteeBy:
    
    /s/ Maria D. CalzadoName:
    
    MARIA D. CALZADOTitle:
    
    Vice President




---



##### 



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




---



##### 



[Chief Financial Officer/Chief Accounting Officer/Treasurer/Assistant
Treasurer/ Secretary/Assistant Secretary, Chairman/Vice Chairman/Chief Executive Officer/
President/Vice President] Indenture Company Guarantor date year
 of [Quarterly/Annual Financial Date], 20[___]
 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
Guarantor and its consolidated subsidiaries for the three (3) years ended [date], 20[___].]
 [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
consolidating financial statements (including the balance sheet and income statement) of
the Guarantor and its consolidated subsidiaries for the fiscal quarter ended [date], 20[___].]
 GAAP [quarter] [annual] date], 20[___],
 A-1




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##### 



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




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##### 



FORM OF
OFFICERS CERTIFICATE
PURSUANT TO
SECTION 10.3
 Indenture Company Guarantor [date], [year] [, except as follows: specify each such default and the nature and status thereof].
   B-1




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##### 



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.
 B-2