exv10w5w2





EXHIBIT
10.5.2








     SECOND AMENDMENT, dated as of August 20, 2008 (“Second Amendment”), to the Sale and Servicing
Agreement dated as of May 8, 2008 (as amended, restated or otherwise modified, the “Agreement”), by
and among CS Funding VII Depositor LLC, as the seller (the “Seller”), CapitalSource Finance LLC, as
the originator (the “Originator”), and as the servicer (the “Servicer”), each of the Issuers from
time to time party thereto (collectively, the “Issuers”), each of the Liquidity Banks from time to
time party thereto (collectively, the “Liquidity Banks”), Citicorp North America, Inc., as the
administrative agent for the Issuers and Liquidity Banks thereunder (the “Administrative Agent”);
and Wells Fargo Bank, National Association, not in its individual capacity but as the backup
servicer (the “Backup Servicer”), and not in its individual capacity but as the collateral
custodian (the “Collateral Custodian”). Terms not otherwise defined in this Second Amendment shall
have the meanings set forth in the Agreement.



     The parties hereto desire to amend the Agreement as set forth below.



     Accordingly, for good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:



     Section 1. Amendments to the Agreement. Effective as of the Effective Date (as
defined below), the Agreement is hereby amended as follows:




     (i) The definition of “Citibank Facilities” set forth in Section 1.1 of the Agreement
is hereby amended by (x) deleting clause (ii) thereof in its entirety and (y) changing the
designation of clause (iii) from “(iii)“to “(ii)”.




     (ii) The definition of “Combined Commitment Amount” set forth in Section 1.1 of the
Agreement is hereby amended and restated in its entirety to read as follows:




     “Combined Commitment Amount”: As of any day, the lesser of (x) the aggregate
Commitments outstanding hereunder plus the “Class A Commitment” outstanding under
the CREL 2007-A Facility, and (y) $750,000,000.




     (iii) The definitions of “Combined Threshold Amount” and “Combined Voluntary
Reductions” set forth in Section 1.1 of the Agreement are hereby deleted in their entirety.




     (iv) The definition of “Commitment” set forth in Section 1.1 of the Agreement is hereby
amended by replacing the dollar amount “$400,000,000” appearing in the third line thereof
with the dollar amount “$285,000,000”.




     (v) The definition of “Facility Amount” set forth in Section 1.1 of the Agreement is
hereby amended by replacing the dollar amount “$400,000,000” appearing in the second line
thereof with the dollar amount “$285,000,000”.




     (vi) The definition of “Issuer Purchase Limit” set forth in Section 1.1 of the
Agreement is hereby amended by replacing the dollar amount “$400,000,000” appearing in the
first line thereof with the dollar amount “$285,000,000”.




     (vii) Section 2.1(b) of the Agreement is hereby amended by (x) inserting “and”
immediately before clause (ii) in the second sentence thereof and (y) deleting clause (iii)
in such sentence in its entirety.



 









 





     Section 2. Representations and Warranties of the Seller and the Servicer.



     Each of the Seller and the Servicer, jointly and severally, hereby represents and warrants as
of the date hereof as follows (which representations and warranties shall survive the execution and
delivery of this Second Amendment):




     (i) The representations and warranties of each of the Seller and the Servicer set forth
in the Agreement are true and correct on and as of such date, after giving effect to this
Second Amendment, as though made on and as of such date;




     (ii) Following the effectiveness of this Second Amendment, no event has occurred and is
continuing which constitutes a Termination Event or Unmatured Termination Event;




     (iii) Each of the Seller and the Servicer is in compliance with each of its covenants
and agreements set forth in the Transaction Documents; and




     (iv) This Second Amendment has been duly executed and delivered by the Seller and the
Servicer 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 laws
affecting the enforcement of creditors’ rights generally, from time to time in effect, and
(y) to general principles of equity.



     Section 3. Effective Date; Continued Effectiveness; Governing Law; Counterparts.



     (a) This Second Amendment shall become effective as of the time and date (the “Effective
Date”) when the Administrative Agent shall have received a counterpart of (i) this Second
Amendment, duly executed and delivered on behalf of each of the parties hereto, (ii) the Second
Amendment to the CREL 2007-A Facility, dated as of the date of this Second Amendment, duly executed
and delivered on behalf of each of the parties thereto, and (iii) the Collateral Repurchase
Agreement, dated as of the date of this Second Amendment, relating to that certain Second Amended
and Restated Sale and Servicing Agreement, dated as of May 8, 2008, among CSE QRS Funding II LLC,
CSE Mortgage LLC, each of the Issuers and Liquidity Banks from time to time party thereto, Citicorp
North America, Inc., as the Administrative Agent and Wells Fargo Bank, National Association, as the
Backup Servicer and as the Collateral Custodian.



     (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 parties
hereto agrees that all other covenants and agreements and other provisions contained in the
Agreement and the other Transaction Documents as modified by this Second Amendment shall remain in
full force and effect from and after the date of this Second Amendment.



     (c) THIS SECOND AMENDMENT, AND THE AGREEMENT AS AMENDED BY THE SECOND AMENDMENT, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SECTIONS



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5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



     (d) This Second Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts (including by facsimile or by electronic mail in portable
document format (pdf)), each of which when so executed shall be deemed to be an original and all of
which 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 Second Amendment to be executed by their
respective 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,

in its capacity as an Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Citicorp North America, Inc.,

as Attorney-in-Fact	 	 





	 	 	 	 	 	 	 

	 

	 	By:
	 	/S/ GERALD F. KEEFE	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald F. Keefe	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	LIQUIDITY BANK:	 	CITIBANK, N.A.,

in its capacity as a Liquidity Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ GERALD F. KEEFE	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald F. Keefe	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	THE ADMINISTRATIVE AGENT	 	CITICORP NORTH AMERICA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ GERALD F. KEEFE	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald F. Keefe	 	 
	 

	 	Title:
	 	 Vice President