COMPOSITE VERSION reflects all amendments through February 17, 2009 AMENDED AND RESTATED SALE AND SERVICING AGREEMENT by and among CSE QRS FUNDING I LLC, as the Seller CSE MORTGAGE LLC, as the Originator and as the Servicer EACH OF THE CONDUIT...Sale and Servicing Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (such agreement as amended, modified, waived, supplemented, restated or replaced from time to time, the “Agreement”) is made as of this 28th day of April, 2006, by and among:
CREDIT AGREEMENT among CAPITALSOURCE INC. as the Initial Borrower THE GUARANTORS LISTED HEREIN, THE LENDERS LISTED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as the Administrative Agent, Swingline Lender, and Issuing Lender BANK OF AMERICA, N.A., as...Credit Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
CREDIT AGREEMENT, dated as of March 14, 2006 and as amended through February 25, 2009 (this “Credit Agreement”), among CAPITALSOURCE INC., a Delaware corporation, CAPITALSOURCE TRS INC., a Delaware corporation (“TRS”), CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“CSF”), CSE MORTGAGE LLC, a Delaware limited liability company (“CSM”), CAPITALSOURCE CF LLC, a Delaware limited liability company (“CSCF”), CAPITALSOURCE SF TRS INC., a Delaware corporation (“SFTRS”) and CAPITALSOURCE FINANCE II LLC, a Delaware limited liability company ( “CS FII” and, together with TRS, CSF, CSM, CSCF, SFTRS and any other Subsidiary of the Borrower that becomes a party to this Credit Agreement, collectively the “Guarantors” and individually a “Guarantor”), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the “Lenders” and individually a “Lender”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as admi
GUARANTY AGREEMENTGuaranty Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of March 29, 2007, by CAPITALSOURCE INC., a Delaware corporation, having an address at c/o CapitalSource Finance LLC, 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815 (“Guarantor”), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”).
LEASE AMENDMENT NO. 1Capitalsource Inc • March 2nd, 2009 • Miscellaneous business credit institution
This LEASE AMENDMENT NO. 1 (this “Amendment”) is made as of August, 2004, by and between CROWN BREA ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”) and FREMONT INVESTMENT & LOAN, a California industrial bank (“Tenant”).
MEZZANINE LOAN AGREEMENT Dated as of July 31, 2007 Between CSE CASABLANCA HOLDINGS II LLC, as Borrower and COLUMN FINANCIAL, INC., as LenderMezzanine Loan Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS MEZZANINE LOAN AGREEMENT, dated as of July 31, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”) and CSE CASABLANCA HOLDINGS II LLC having its principal place of business at 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815 (“Borrower”).
AMENDED AND RESTATED LOAN AGREEMENT Dated as of March 29, 2007 Between THE ENTITIES WHOSE NAMES APPEAR ON THE SIGNATURE PAGES HEREOF, as Borrower and COLUMN FINANCIAL, INC., as LenderLoan Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 29, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”) and the entities set forth on Schedule I annexed hereto and made a part hereof, each having its principal place of business at 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815 (collectively, and jointly and severally, “Borrower”).
OFFICE LEASE AGREEMENT BY AND BETWEEN CHASE TOWER ASSOCIATES, L.L.C. (as landlord) AND HEALTHCARE FINANCIAL PARTNERS REIT, INC. (as tenant )Office Lease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS OFFICE LEASE AGREEMENT (this “Lease”) is dated as of the 7th day of December, 2001, by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company (“Landlord”), and HEALTHCARE FINANCIAL PARTNERS REIT,INC., a Maryland corporation (“Tenant”).
STANDARD OFFICE LEASE BETWEEN CROWN BREA ASSOCIATES, LLC, a Delaware limited liability company, AS LANDLORD AND FREMONT INVESTMENT & LOAN, a California industrial bank, AS TENANTStandard Office Lease • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • California
This Standard Office Lease (“Lease”) is made and entered into as of this 23rd day of April, 2004, by and between CROWN BREA ASSOCIATES, LLC, a Delaware limited liability company (“Landlord”), and FREMONT INVESTMENT & LOAN, a California industrial bank (‘Tenant”).
WAIVER, CONSENT AND AMENDMENT NO. 6 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENTSale and Servicing Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
This WAIVER, CONSENT AND AMENDMENT NO. 6 TO AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (this “Amendment”), is dated as of February 17, 2009, among CSE QRS FUNDING I LLC, as seller (together with its successors and assigns, in such capacity, the “Seller”), CSE Mortgage LLC, as originator (together with its successors and assigns, in such capacity, the “Originator”) and as servicer (together with its successors and assigns, in such capacity, the “Servicer”), Wachovia Bank, National Association, as a purchaser (together with its successors and assigns, “WBNA”), Fairway Finance Company, LLC, as a purchaser (together with its successors and assigns, “Fairway”), JPMorgan Chase Bank, National Association, as a purchaser (together with its successors and assigns, “JPMorgan”), Three Pillars Funding LLC, as a purchaser (together with its successors and assigns, “Three Pillars”), Scaldis Capital Limited, as an additional purchaser (together with its successors and assigns, “Scaldis”), Wach
SECURITY AGREEMENTSecurity Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS SECURITY AGREEMENT (this “Security Agreement”), is entered into as of December 23, 2008, by and among (i) CAPITALSOURCE INC., a Delaware corporation (“Initial Borrower”), (ii) the direct and indirect Subsidiaries of the Initial Borrower listed on Schedule 1 attached hereto and any other Subsidiary of the Initial Borrower that becomes a guarantor under the Credit Agreement (collectively, the “Guarantors” and such parties, together with Initial Borrower, collectively the “Obligors” and each individually as an “Obligor”) and (iii) WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions as may from time to time become parties to such Credit Agreement (individually a “Lender” and collectively the “Lenders”).
AMENDMENT NO. 1Credit Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 31, 2008 is entered into among CapitalSource Funding VIII LLC (the “Borrower”), CapitalSource Finance LLC, a Delaware limited liability company (the “Servicer”), Deutsche Bank AG, New York Branch, as administrative agent (the “Administrative Agent”) and as managing agent for the Lender (the “Managing Agent”) and Nantucket Funding Corp., LLC (the “Lender”).
THIRD AMENDMENT TO STANDARD OFFICE LEASEOffice Lease • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
This THIRD AMENDMENT TO STANDARD OFFICE LEASE (this “Third Amendment”) is made and entered into effective as of November 15, 2005, by and between AEW LT BREA IMPERIAL CENTRE, LLC, a Delaware limited liability company (“Landlord”), and FREMONT INVESTMENT & LOAN, a California industrial bank (“Tenant”).
AMENDMENT TO JOHN K. DELANEY EMPLOYMENT AGREEMENTDelaney Employment Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (“Amendment”) is made, effective as of December 31, 2008, by and between CapitalSource Inc., a Delaware corporation (the “Company”), and John K. Delaney (the “Executive”).
OFFICE LEASE AGREEMENT BY AND BETWEEN WISCONSIN PLACE OFFICE LLC AND CAPITALSOURCE FINANCE LLC WISCONSIN PLACE 5404 WISCONSIN AVENUE CHEVY CHASE, MARYLANDOffice Lease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • Maryland
THIS OFFICE LEASE AGREEMENT (this “Lease”) is dated as of the 27th day of April, 2007 (the “Effective Date”) by and between Wisconsin Place Office LLC, a Delaware limited liability company (“Landlord”), and CapitalSource Finance LLC, a Delaware limited liability company (“Tenant”).
AMENDMENT TO STEVEN A. MUSELES EMPLOYMENT AGREEMENTMuseles Employment Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (“Amendment”) is made, effective as of December 31, 2008, by and between CapitalSource Inc., a Delaware corporation (the “Company”), and Steven A. Museles (the “Executive”).
ContractThird Amendment • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIRD AMENDMENT, dated as of December 31, 2008 (“Third Amendment”), to the Second Amended and Restated Sale and Servicing Agreement dated as of May 8, 2008 (as amended, restated or otherwise modified, the “Agreement”), by and among CapitalSource Real Estate Loan LLC, 2007-A, as the seller (the “Seller”), CSE Mortgage 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 Third Amendment shall h
CREDIT AGREEMENT Dated as of July 20, 2007 Among CAPITALSOURCE FUNDING VIII LLC as the Borrower CAPITALSOURCE FINANCE LLC as the Servicer THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO as Lenders THE FINANCIAL INSTITUTIONS FROM TIME TO TIME...Credit Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“First Amendment”) is made this 30th day of June, 2003, between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company (“Landlord”), and HEALTHCARE FINANCIAL PARTNERS REIT, INC., a Maryland corporation (“Tenant”).
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (“Fourth Amendment”) is made this 6th day of March, 2008, by and between JBG/BC Chase Tower, L.P., a Delaware limited partnership (“Landlord”), as successor in interest to Chase Tower Associates, L.L.C., a Delaware limited liability company (“Original Landlord”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Tenants”).
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (“Second Amendment”) is made this 4th day of February, 2003, by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company (“Landlord”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Tenant”).
AMENDMENT NO. 3 TO DEAN C. GRAHAM EMPLOYMENT AGREEMENTGraham Employment Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT (“Amendment No. 3”) is made, effective as of December 31, 2008, by and between CapitalSource Inc., a Delaware corporation (the “Company”), and Dean C. Graham (the “Executive”).
FOURTH AMENDMENT TO STANDARD OFFICE LEASEStandard Office Lease • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
This FOURTH AMENDMENT TO STANDARD OFFICE LEASE (“Amendment”) is made and entered into as of this 31 day of July, 2007, by and between AEW LT BREA IMPERIAL CENTRE, LLC, a Delaware limited liability company (“Landlord”) and FREMONT INVESTMENT & LOAN, a California industrial bank (“Tenant”), with reference to the facts set forth in the Recitals below.
LIMITED WAIVERLimited Waiver • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
This LIMITED WAIVER is entered into as of February 10, 2009 (this “Limited Waiver”), by and among CAPITALSOURCE INC., a Delaware corporation (the “Initial Borrower”), the other Credit Parties party hereto, the Lenders party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), amending the Credit Agreement referred to below.
FIRST AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS FIRST AMENDMENT TO OFFICE LEASE AGREEMENT (“First Amendment”) is made this 10th day of May, 2002, by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company (“Landlord”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Tenant”).
SUBLEASE AGREEMENTSublease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of the 25th day of July, 2008, by and between FREMONT INVESTMENT & LOAN, a California industrial bank (“Sublandlord”), and CAPITALSOURCE BANK, a California industrial bank (“Subtenant”).
WAIVER, CONSENT AND AMENDMENT NO. 15 TO SALE AND SERVICING AGREEMENTSale and Servicing Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
This WAIVER, CONSENT AND AMENDMENT NO. 15 TO SALE AND SERVICING AGREEMENT (this “Amendment”), is dated as of February 10, 2009, among CapitalSource Funding III LLC, as seller (together with its successors and assigns, in such capacity, the “Seller”), CapitalSource Finance LLC, as originator (together with its successors and assigns, in such capacity, the “Originator”) and as servicer (together with its successors and assigns, in such capacity, the “Servicer”), Wachovia Bank, National Association, as a purchaser (together with its successors and assigns, “WBNA”), Wachovia Capital Markets, LLC, as the administrative agent (together with its successors and assigns, in such capacity, the “Administrative Agent”) and as the purchaser agent for WBNA (together with its successors and assigns, in such capacity, “WBNA Agent”), 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 capaci
PLEDGE AGREEMENTPledge Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of December 23, 2008, by and among (i) CapitalSource Inc., a Delaware corporation (“Initial Borrower”), (ii) the direct and indirect Subsidiaries of the Initial Borrower listed on Schedule 1(a) attached hereto and any other Subsidiary of the Initial Borrower that becomes a guarantor under the Credit Agreement (collectively, the “Guarantors” and such parties, together with Initial Borrower, each individually a “Pledgor” and collectively, the “Pledgors”), (iii) Wachovia Bank, National Association, in its capacity as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”) for the lenders (each a “Lender” and collectively the “Lenders”) as may from time to time become a party to such Credit Agreement, (iv) Wells Fargo Bank, National Association (“Wells Fargo”) in its capacity as Collateral Custodian for the Administrative Agent and (v) CapitalSource Finance LLC in its
MODIFICATION AGREEMENTModification Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS MODIFICATION AGREEMENT, dated as of July 31, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”), CSE CASABLANCA HOLDINGS II LLC having its principal place of business at 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815 (“Borrower”).
FOURTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS FOURTH AMENDMENT TO OFFICE LEASE AGREEMENT (“ Fourth Amendment”) is made this 2nd day of July 2007, by and between JBG/BC Chase Tower, L.P. a Delaware limited partnership (“Landlord”), as successor in interest to Chase Tower Associates, L.L.C., a Delaware limited liability company (“Original Landlord”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Tenant”).
MODIFICATION AGREEMENTModification Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • New York
THIS MODIFICATION AGREEMENT, dated as of July 31, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”) and the entities set forth on Schedule I annexed hereto and made a part hereof, each having its principal place of business at 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815 (collectively, and jointly and severally, “Borrower”).
WAIVER LETTERCapitalsource Inc • March 2nd, 2009 • Miscellaneous business credit institution
Re: Sale and Servicing Agreement dated as of May 8, 2008 (as amended to date, 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”).
AMENDMENT TO GUARANTYCapitalsource Inc • March 2nd, 2009 • Miscellaneous business credit institution • New York
THIS AMENDMENT TO GUARANTY, dated as of July 31, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., having an address at 11 Madison Avenue, New York, New York 10010 (“Lender”) and CAPITALSOURCE INC., having its principal place of business at 4445 Willard Avenue, 12th Floor, Chevy Chase, MD 20815 (“Guarantor”).
AMENDMENT TO MICHAEL SZWAJKOWSKI EMPLOYMENT AGREEMENTMichael Szwajkowski Employment Agreement • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution
THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is made, effective as of December 31, 2008, by and between CapitalSource Inc., a Delaware corporation (the “Company”), and Michael Szwajkowski (the “Executive”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • March 2nd, 2009 • Capitalsource Inc • Miscellaneous business credit institution • Maryland
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (“Assignment”) is made as of the 8th day of Dec, 2004, by and between MEDICAL OFFICE PROPERTIES, INC., a Maryland corporation (formerly known as Healthcare Financial Partners REIT, Inc ) (“Assignor”), and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“Assignee”).
