Acknowledgement
150
EXHIBITS
EXHIBIT A-1
Form of Borrowing Notice (Advances)
EXHIBIT A-2
Form of Borrowing Notice (Reduction of Facility Amount)
EXHIBIT A-3
Form of Borrowing Base Certificate
EXHIBIT B-1
Form of Class A Variable Funding Certificate
EXHIBIT B-2
Form of Class B Variable Funding Certificate
EXHIBIT C
Form of Monthly Report
EXHIBIT D
Form of Hedging Agreement (including Schedule and Confirmation)
EXHIBIT E-1
Form of Officer's Certificate to Solvency (CapitalSource Real
Estate Loan LLC, 2007-A)
EXHIBIT E-2
Form of Officer's Certificate to Solvency (CSE Mortgage LLC)
EXHIBIT F-1
Form of Officer's Closing Certificate (CapitalSource Real
Estate Loan LLC, 2007-A)
EXHIBIT F-2
Form of Officer's Closing Certificate (CSE Mortgage LLC)
EXHIBIT G-1
Form of Power of Attorney (CapitalSource Real Estate Loan LLC,
2007-A)
EXHIBIT G-2
Form of Power of Attorney (CSE Mortgage LLC)
EXHIBIT H
Form of Release of Required Asset Documents
EXHIBIT I
Form of Assignment of Mortgage
EXHIBIT J
Form of Servicer's Certificate
EXHIBIT K
[Intentionally omitted]
EXHIBIT L
Form of Certificate of Outside Counsel
EXHIBIT M
Form of Assignment and Acceptance Agreement
EXHIBIT N
Form of Parent Undertaking - Originator
EXHIBIT O
Form of Parent Undertaking - Servicer
SCHEDULES
SCHEDULE I
Condition Precedent Documents
SCHEDULE I-A
Condition Precedent Documents To Restatement Date
SCHEDULE II
List of Lock-Box Banks and Lock-Box Accounts
SCHEDULE III
Location of Required Asset Documents and Asset Files
SCHEDULE IV
Asset List
iv
TABLE OF CONTENTS
(continued)
Page
SCHEDULE V
Residential Mortgage Policies and Procedures
SCHEDULE VI
Investors
SCHEDULE VII
Intentionally Omitted
SCHEDULE VIII
Excess Concentration Loans
v
AMENDED AND RESTATED
SALE AND SERVICING AGREEMENT
THIS SALE AND SERVICING AGREEMENT (such agreement as amended, modified,
waived, supplemented, restated or replaced from time to time, the "Agreement")
dated as of September 10, 2007, and AMENDED AND RESTATED as of October ___,
2007, by and among:
(1) CAPITALSOURCE REAL ESTATE LOAN LLC, 2007-A, a Delaware limited
liability company, as the seller (together with its successors and assigns in
such capacity, the "Seller");
(2) CSE MORTGAGE LLC, a Delaware limited liability company ("CSE
Mortgage"), as the originator (together with its successors and assigns in such
capacity, the "Originator"), and as the servicer (together with its successors
and assigns in such capacity, the "Servicer");
(3) EACH OF THE ISSUERS FROM TIME TO TIME PARTY HERETO (together with their
respective successors and assigns in such capacities, each an "Issuer");
(4) EACH OF THE LIQUIDITY BANKS FROM TIME TO TIME PARTY HERETO (together
with their respective successors and assigns in such capacities, each a
"Liquidity Bank");
(5) CITICORP NORTH AMERICA, INC., a Delaware corporation ("CNAI"), as the
administrative agent for the Issuers and Liquidity Banks hereunder (together
with its successors and assigns in such capacity, including any successor
appointed pursuant to ARTICLE XII, the "Administrative Agent"); and
(6) WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), not in its
individual capacity but as the backup servicer (together with its successors and
assigns in such capacity, the "Backup Servicer"), and not in its individual
capacity but as the collateral custodian (together