WAIVER LETTER

Exhibit 10.13.1

Citicorp North America, Inc.
000 Xxxxxxxxxx Xxxx.
Xxxxxxxx XX 00000

February 12, 2009

WAIVER LETTER

CS Funding VII Depositor LLC
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000

CapitalSource Finance LLC
0000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, Xxxxxxxx 00000

     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 Xxxxx 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”).

Ladies and Gentlemen:

     We refer to the Agreement. Terms not otherwise defined in this letter (the “Waiver Letter”) shall have the meanings set forth in the Agreement.

     The Servicer and the Seller each has informed the Administrative Agent that Termination Events exist or may exist under the Agreement as the result of the failure to comply with Section 10.1(c) thereof as of December 31, 2008, January 31, 2009, and February 28, 2009 (the “Specified Events”). The Servicer and the Seller have requested a temporary waiver of the Specified Events.

     In connection with such waiver request, each of the Seller and the Servicer, jointly and severally, hereby represents and warrants as of the date hereof that, other than with respect to the Specified Events, no event has occurred and is continuing which constitutes a Termination Event or Unmatured Termination Event.

     In reliance of such representation and warranty, the Administrative Agent and the Secured Parties each hereby waives the Specified Events for the period from the date of this letter until March 8, 2009 or until such earlier or later date as the Administrative Agent may indicate in writing in its sole and absolute discretion.

     Please indicate your acceptance of this Waiver Letter by executing this Waiver Letter below. This Waiver Letter (i) shall be governed by and construed and interpreted in accordance with the laws of the State of New York without giving effect to any choice of law provisions thereof (other than Sections 5-1401 and 5-1402 of the General Obligations Law), (ii) 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)), and (iii) shall become effective upon our receipt of executed counterparts from all parties below of this Waiver Letter. If you have any questions with respect to the foregoing, please contact Xxxxxx Xxxxx at (000)000-0000.

	CITICORP NORTH AMERICA, INC., as Administrative Agent
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President
	CITIBANK, N.A., as a Liquidity Bank
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

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	CHARTA, LLC, as an Issuer
	By:	Citicorp North America, Inc., as Attorney-in-Fact
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

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ACCEPTED AND AGREED: CS FUNDING VII DEPOSITOR LLC, as the Seller
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President & Treasurer
CAPITALSOURCE FINANCE LLC, as the Originator and Servicer
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President & Treasurer

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