MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL, LLC, as buyer (Buyer), and CAPITALSOURCE SNF FUNDING LLC, as seller (Seller) Dated as of August 1, 2003 TABLE OF CONTENTS

EXHIBIT 10.1

MASTER REPURCHASE AGREEMENT

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL, LLC, as buyer
(“Buyer”), and

CAPITALSOURCE SNF FUNDING LLC, as seller (“Seller”)

Dated as of August 1, 2003

TABLE OF CONTENTS

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SCHEDULES

Schedule 1 – Representations and Warranties with Respect to Purchased Mortgage Loans

Schedule 2 – Authorized Representatives

EXHIBITS

Exhibit A – Form of Transaction Request

Exhibit B – Form of Purchase Confirmation

Exhibit C – Form of Mortgage Loan Schedule and Exception Report

Exhibit D – Form of Officer’s Compliance Certificate

Exhibit E – Intentionally Omitted

Exhibit F – Underwriting Guidelines

Exhibit G – Authorized Signatories of Seller

Exhibit H – Officer’s Certificate of the Seller and Corporate Resolutions of Seller

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Exhibit I – Seller’s Tax Identification Number

Exhibit J – Intentionally Omitted

Exhibit K – Blocked Account Agreement

Exhibit L – Distribution Worksheet

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     1.     Applicability

          From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer Mortgage Loans (as hereinafter defined) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder.

     2.     Definitions

          Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

          “Accepted Servicing Practices” means, with respect to any Mortgage Loan the higher of the following standards of care (A) the same manner in which, and with the same care, skill, prudence and diligence with which the Primary Servicer services and administers similar commercial mortgage loans for third parties, giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage master servicers servicing commercial mortgage loans for third parties, and (B) the same care, skill, prudence and diligence with which the Servicer services and administers similar commercial mortgage loans owned by the Servicer exercising reasonable business judgment and acting in accordance with applicable laws, in each case, without regard to (a) any relationship that the Servicer or any Affiliate thereof may have with any Mortgagor any of their respective Affiliates, (b) the Servicer’s obligation to make advances, (c) the ownership, servicing or management for others by the Servicer or any Affiliate thereof of any mortgage loan or property, (d) the right of the Servicer to receive reimbursement of costs, or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular transaction; and (e) the origination of the Mortgage Loans by the originator.

          “Act of Insolvency” means, with respect to any Person or its Affiliates, (i) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding, or the voluntary joining of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law relating to the protection of creditors, or suffering any such petition or proceeding to be commenced by another which is consented to, not timely contested or results in entry of an order for relief; (ii) the seeking of the appointment of a receiver, trustee, custodian or similar official for such party or an Affiliate or any substantial part of the property of either; (iii) the appointment of a receiver, conservator, or manager for such party or an Affiliate by any governmental agency or authority having the jurisdiction to do so; (iv) the making or offering by such party or an Affiliate of a composition with its creditors or a general assignment for the benefit of creditors; (v) the admission by such party or an Affiliate of such party of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi) that any governmental authority or agency or any person, agency or entity acting or purporting to act under governmental authority shall have taken any action to condemn, seize

or appropriate, or to assume custody or control of, all or any substantial part of the property of such party or of any of its Affiliates, or shall have taken any action to displace the management of such party or of any of its Affiliates or to curtail its authority in the conduct of the business of such party or of any of its Affiliates.

          “Affiliate” means, with respect to any Person, any “affiliate” of such Person, as such term is defined in the Bankruptcy Code.

          “Agreement” means this Master Repurchase Agreement, as it may be amended, supplemented or otherwise modified from time to time.

          “Appraised Value” means the value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

          “Asset Tape” means a remittance report on a monthly basis or as requested by Buyer pursuant to Section 17d hereof containing servicing information, including, without limitation, those fields reasonably requested by Buyer from time to time, on a loan-by-loan basis and in the aggregate, with respect to the Purchased Mortgage Loans serviced by Seller or any Servicer for the month (or any portion thereof) prior to the Reporting Date.

          “Assignment of Mortgage” means an assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to Buyer.

          “Authorized Person” means a person authorized to act for the Seller as set forth on Exhibit G.

          “Bank” means Bank of American, N.A. or another bank approved by the Buyer in its sole discretion, in its capacity as bank with respect to the Blocked Account Agreement.

          “Bankruptcy Code” means the United States Bankruptcy Code of 1978, as amended from time to time.

          “Blocked Account” shall mean any bank account subject to a Blocked Account Agreement, including, without limitation, the Collection Account.

          “Blocked Account Agreement” shall mean with respect to any Purchased Mortgage Loan the agreement between the Servicer and the Buyer substantially in the form of Exhibit K, attached hereto.

          “Business Day” means any day other than (A) a Saturday or Sunday and (B) a public or bank holiday in New York City.

          “Buyer” means Credit Suisse First Boston Mortgage Capital LLC, and any successor hereunder.

          “Buyer’s Margin Amount” means with respect to any Transaction as of any date of determination, an amount equal to the product of (A) the Purchase Price Percentage as of such

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date of determination with respect to each Eligible Mortgage Loan subject to such Transaction and (B) the outstanding principal amount of such Eligible Mortgage Loans subject to such Transaction.

          “Capital Lease Obligations” means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

          “Cash Equivalents” means (a) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition and overnight bank deposits of any Lender or of any commercial bank having capital and surplus in excess of $200,000,000, (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States Government, (d) commercial paper of a domestic issuer rated at least A-1 or the equivalent thereof by Standard and Poor’s Ratings Group (“S&P”) or P-1 or the equivalent thereof by Moody’s Investors Service, Inc. (“Moody’s”) and in either case maturing within one year after the day of acquisition, (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s, (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

          “Change in Control” means:

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          “Code” means the Internal Revenue Code of 1986, as amended.

          “Collection Account” means one or more accounts established by the Servicer for the benefit of Buyer, into which all collections and proceeds on or in respect of the Mortgage Loans shall be deposited by Servicer which is subject to the Blocked Account Agreement.

          “Cross-Default Event: has the meaning set forth in Section 10b.7(e) hereof.

          “Custodial Agreement” means the custodial agreement dated as of the date hereof, among Seller, Buyer and Custodian as the same may be amended from time to time.

          “Custodian” means Deutsche Bank National Trust Company or such other party specified by Buyer and agreed to by Seller, which approval shall not be unreasonably withheld.

          “Debt Service Coverage Ratio” or “DSCR” means, with respect to any Mortgage Loan, as of any date of determination, Net Underwritable Cash Flow for such Mortgage Loan divided by 11.83% of the principal balance of the Mortgage Loan.

          “Default” means an Event of Default or an event that with notice or lapse of time or both would become an Event of Default.

          “Defaulted Mortgage Loan” means any Mortgage Loan (a) which is 90 days or more delinquent or (b) for which there is a breach of the representations and warranties set forth on Schedule 1 hereto that materially and adversely affects the value of the Mortgaged Loan or (c) for which there is a material non-monetary default under the related Mortgage Loan Documents that has not been cured within the applicable cure period in the related Mortgage Loan Documents, if any.

          “Delinquent Mortgage Loan” means either a 30 Day Delinquent Mortgage Loan or a 60 Day Delinquent Mortgage Loan.

          “Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15th) day of the calendar month in which such Interest Period commences.

          “Distribution Worksheet” means a worksheet setting forth the amounts and recipients of remittances to be made on the next succeeding Price Differential Payment Date, substantially in the form of Exhibit L.

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          “Dollars” and “$” means dollars in lawful currency of the United States of America.

          “Due Date” means the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

          “E&O Insurance” means insurance coverage with respect to employee dishonesty, forgery or alteration, theft, disappearance and destruction, robbery and safe burglary, property (other than money and securities) and computer fraud in an aggregate amount acceptable to the Buyer.

          “Effective Date” means the date upon which the conditions precedent set forth in Section 10 shall have been satisfied.

          “Eligible Mortgage Loan” shall mean any Mortgage Loan which has been approved as an Approved Loan under Article II of the Program Agreement.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which Seller is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of which Seller is a member.

          “Event of Default” has the meaning specified in Section 15 hereof.

          “Event of Termination” means with respect to Seller (i) with respect to any Plan, a reportable event, as defined in Section 4043 of ERISA, as to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified with 30 days of the occurrence of such event, or (ii) the withdrawal of Seller or any ERISA Affiliate thereof from a Plan during a plan year in which it is a substantial employer, as defined in Section 4001(a)(2) of ERISA, or (iii) the failure by Seller or any ERISA Affiliate thereof to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 412(m) of the Code or Section 302(e) of ERISA, or (iv) the distribution under Section 4041 of ERISA of a notice of intent to terminate any Plan or any action taken by Seller or any ERISA Affiliate thereof to terminate any plan, or (v) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Seller or any ERISA Affiliate thereof fails to timely provide security to the Plan in accordance with the provisions of said sections, or (vi) the institution by the PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (vii) the receipt by Seller or any ERISA Affiliate thereof of a notice from a Multiemployer Plan that action of the type described in the previous clause (vi) has been taken by the PBGC with respect to such Multiemployer Plan, or (viii) any event or circumstance exists which may reasonably be expected to constitute grounds for Seller or any ERISA Affiliate

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thereof to incur liability under Title IV of ERISA or under Sections 412(c)(11) or 412(n) of the Code with respect to any Plan.

          “Existing Indebtedness” has the meaning specified in Section 13(a)(23) hereof.

          “Facility” means a skilled nursing facility securing a Mortgage Loan.

          “Facility Agreements” means, collectively, this Agreement, the Custodial Agreement, the Program Agreement, the Transfer Agreement, the Interim Servicing Agreement and the Blocked Account Agreement.

          “GAAP” means generally accepted accounting principles in effect from time to time in the United States of America and applied on a consistent basis.

          “Governmental Authority” means any nation or government, any state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions over Seller or Buyer, as applicable.

          “Guarantee” means, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a Mortgaged Property, to the extent required by Buyer. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

          “Hedging Agreement” means, with respect to any or all of the Mortgage Loans, any short sale of a US Treasury Security, or futures contract, or mortgage related security, or Eurodollar futures contract, or options related contract, or interest rate swap, cap or collar agreement or take-out commitment, or similar arrangement providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller and an Affiliate of Buyer or such other party acceptable to Buyer in its sole discretion, which agreement is acceptable to Buyer in its sole discretion.

          “Holdings” means, CapitalSource Holdings LLC or its successors and assigns.

          “Income” means with respect to any Purchased Mortgage Loan at any time until repurchased by the Seller, any principal received thereon or in respect thereof and all interest, dividends or other distributions thereon.

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          “Indebtedness” means, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business, so long as such trade accounts payable are payable within 90 days of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d) obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements, sale/buy-back agreements or like arrangements; (g) Indebtedness of others Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; and (i) Indebtedness of general partnerships of which such Person is a general partner.

          “Interest Period” shall mean, with respect to any Price Differential Payment Date, the period commencing on the ninth (9th) day of the preceding calendar month and terminating on the eighth (8th) day of the calendar month in which such Price Differential Payment Date occurs; and with respect to each Transaction, the initial Interest Period shall begin on the Purchase Date and shall end on the immediately following eighth (8th) day of a calendar month.

          “Interim Servicing Agreement” means a servicing agreement, by and between the Seller, the Primary Servicer, and the Master Servicer, in form and substance acceptable to the Buyer.

          “Late Fee” means, with respect to any payment not made on the date due, a fee equal to 5% of the amount of such payment.

          “LIBOR” shall mean, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/8 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Telerate Page 3750 (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Telerate Page 3750 as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided,

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Lender shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

          “Lien” means any mortgage, lien, pledge, charge, security interest or similar encumbrance.

          “Loan-to-Value Ratio” or “LTV”: means, with respect to any Mortgage Loan, the ratio of the outstanding principal amount of the Mortgage Loan as of the Purchase Date to the value of the Mortgaged Property (calculated as the Net Underwritable Cash Flow on the Mortgage Loan divided by 13.5%), expressed as a percentage.

          “London Business Day” means any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

          “Margin Call” has the meaning specified in Section 6(a) hereof.

          “Margin Deadline” has the meaning specified in Section 6(b) hereof.

          “Margin Deficit” has the meaning specified in Section 6(a) hereof.

          “Master Servicer” means ORIX Capital Markets LLC or another servicer mutually agreed upon between the Seller and the Parent.

          “Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, financial condition or prospects of Seller, the Servicer, the Parent or any Affiliate that is a party to any Facility Agreement taken as a whole; (b) a material impairment of the ability of Seller, the Parent, the Servicer or any Affiliate that is a party to any Facility Agreement to perform under any Facility Agreement and to avoid any Event of Default; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability of any Facility Agreement against Seller, the Parent, the Servicer or any Affiliate of any of the foregoing that is a party to any Facility Agreement.

          “Maximum Aggregate Purchase Price” means THREE HUNDRED MILLION DOLLARS ($300,000,000).

          “Member” means CapitalSource Finance LLC, a Delaware limited liability company, as the initial member of the Seller, and includes any Person admitted as an additional member of the Seller or a substitute member of the Seller pursuant to the provisions of the Seller’s operating agreement (the “LLC Agreement”), each in its capacity as a member of the Seller; provided, however, the term “Member” shall not include an Independent Member.

          “Monthly Payment” means the scheduled monthly payment of principal and/or interest on a Mortgage Loan.

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          “Moody’s” means Moody’s Investors Service, Inc. or any successors thereto.

          “Mortgage” means each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, deed to secure debt, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a lien on real property and other property and rights incidental thereto.

          “Mortgage File” means, with respect to a Mortgage Loan, the documents and instruments relating to such Mortgage Loan and set forth on Exhibit 1 to the Custodial Agreement.

          “Mortgage Interest Rate” means the rate of interest borne on a Mortgage Loan from time to time in accordance with the terms of the related Mortgage Note.

          “Mortgage Loan” means a first lien mortgage loan secured by a skilled nursing facility.

          “Mortgage Loan Documents” means the documents in the related Mortgage File to be delivered to the Custodian.

          “Mortgage Loan Schedule” means with respect to any Transaction as of any date, a mortgage loan schedule in the form of either (a) Exhibit C attached hereto or (b) a computer tape or other electronic medium generated by Seller, and delivered to Buyer and Custodian, which provides information (including, without limitation, the information set forth on Exhibit C attached hereto) relating to the Purchased Mortgage Loans in a format acceptable to Buyer.

          “Mortgage Loan Schedule and Exception Report” has the meaning assigned to such term in the Custodial Agreement.

          “Mortgage Note” means the promissory note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

          “Mortgaged Property” means the real property securing repayment of the debt evidenced by a Mortgage Note.

          “Mortgagor” means the obligor or obligors on a Mortgage Note, including any person who has assumed or guaranteed the obligations of the obligor thereunder.

          “Multiemployer Plan” means a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by Seller or any ERISA Affiliate and that is covered by Title IV of ERISA.

          “Net Underwritable Cash Flow” shall mean, with respect to each Mortgage Loan, the underwritable cash flow from the related Mortgaged Property or Properties, as determined in good faith by the Buyer.

          “Net Worth” means, with respect to any Person, an amount equal to, on a consolidated basis, such Person’s stockholder equity (determined in accordance with GAAP).

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          “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

          “Notice Date” has the meaning given to it in Section 3(b) hereof.

          “Obligations” means (a) all of Seller’s indebtedness, obligations to pay the Repurchase Price on the Repurchase Date, the Price Differential on each Price Differential Payment Date, and other obligations and liabilities, to Buyer, its Affiliates or Custodian arising under, or in connection with, the Facility Agreements, whether now existing or hereafter arising; (b) any and all sums paid by Buyer or on behalf of Buyer in order to preserve any Purchased Mortgage Loan or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of Seller’s indebtedness, obligations or liabilities referred to in clause (a), the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Purchased Mortgage Loan, or of any exercise by Buyer of its rights under the Facility Agreements, including, without limitation, attorneys’ fees and disbursements and court costs; and (d) all of Seller’s indemnity obligations to Buyer or Custodian or both pursuant to the Facility Agreements.

          “Parent” means CapitalSource Finance LLC, a Delaware limited liability company, or its permitted successors and assigns.

          “PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

          “Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

          “Plan” means an employee benefit or other plan established or maintained by any Seller or any ERISA Affiliate and covered by Title IV of ERISA, other than a Multiemployer Plan.

          “Portfolio” means all Portfolio Mortgage Loans which are cross-collateralized and/or cross-defaulted with each other.

          “Portfolio Mortgage Loan” means a Mortgage Loan which is part of a portfolio of cross-collateralized and/or cross-defaulted mortgage loans.

          “Post Default Rate” means an annual rate of interest equal to the Pricing Rate plus 5%.

          “Price Differential” means with respect to any Transaction as of any date of determination, an amount equal to the product of (A) the Pricing Rate for such Transaction and (B) the Purchase Price for such Transaction, calculated daily on the basis of a 360-day year for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the Repurchase Date.

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          “Price Differential Payment Date” means, with respect to a Purchased Mortgage Loan, the 9th calendar day of the month following the related Purchase Date and each succeeding 9th calendar day of the month thereafter; provided, that, with respect to such Purchased Mortgage Loan, the final Price Differential Payment Date shall be the related Repurchase Date; and provided, further, that if any such day is not a Business Day, the Price Differential Payment Date shall be the immediately preceding Business Day.

          “Pricing Rate” means LIBOR plus 1.25%. The Pricing Rate shall change in accordance with LIBOR, as provided in Section 5(a).

          “Primary Servicer” means CapitalSource Finance LLC, a Delaware limited liability company, as Servicer, or its permitted successors and assigns.

          “Program Agreement” means the Master Program Agreement by and among Parent, Buyer, Credit Suisse First Boston, LLC and Column Financial, Inc.

          “Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

          “Purchase Confirmation” means a confirmation of a Transaction, in the form attached as Exhibit B hereto.

          “Purchase Date” means the date on which Purchased Mortgage Loans are to be transferred by Seller to Buyer.

          “Purchase Price” means (i) the price at which each Purchased Mortgage Loan is transferred by Seller to Buyer, which shall equal the product of (1) the outstanding principal amount thereof as set forth on the related Mortgage Loan Schedule and Exception Report multiplied by (2) the applicable Purchase Price Percentage and (ii) thereafter, except where Buyer and Seller agree otherwise, the amount determined under the immediately preceding clause (i) decreased by the amount of any cash transferred by Seller to Buyer pursuant to Section 6) hereof or applied to reduce Seller’s obligations under clause (3) of Section 7d hereof.

          “Purchase Price Percentage” means, with respect to each Mortgage Loan, the following percentage, as applicable:

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          “Purchased Mortgage Loans” means the collective reference to Mortgage Loans together with the Repurchase Assets related to such Mortgage Loans transferred by Seller to Buyer in a Transaction hereunder, listed on the related Mortgage Loan Schedule attached to the related Transaction Request, which such Mortgage Loans the Custodian has been instructed to hold pursuant to the Custodial Agreement.

          “Qualified Originator” means an originator of Mortgage Loans which is acceptable to the Buyer.

          Receivable Loan” means, with respect to any Mortgage Loan, any loan made by the Parent to the Mortgagor or Operator secured by a lien on the Mortgagor’s Medicare and Medicaid accounts receivable.

          “Records” means all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by Seller, or any other person or entity with respect to a Purchased Mortgage Loan. Records shall include the mortgage notes, any Mortgages, the Mortgage Files, the credit files related to the Purchased Mortgage Loan and any other instruments necessary to document or service a Mortgage Loan.

          REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

          “Reporting Date” means the 5^th day of each month or, if such day is not a Business Day, the next succeeding Business Day.

          “Repurchase Assets” has the meaning assigned thereto in Section 8 hereof.

          “Repurchase Date” means the earlier of (i) the Termination Date, (ii) the date set forth in the applicable Purchase Confirmation (which date shall be eighteen months after the related Purchase Date), (iii) the date determined by application of Section 16 hereof, or (iv) the date of any voluntary repurchase pursuant to Section 4b.

          “Repurchase Price” means the price at which Purchased Mortgage Loans are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the accrued but unpaid Price Differential as of the date of such determination.

          “Request for Certification” means a notice sent to the Custodian reflecting the sale of one or more Purchased Mortgage Loans to Buyer hereunder.

          “Requirement of Law” means, with respect to any Person, any law, treaty, rule or regulation or determination of an arbitrator, a court or other governmental authority, applicable

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to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

          “Responsible Officer” means shall mean, as to any Person, the chief executive officer or, with respect to financial matters, the chief financial officer of such Person.

          “Rolling Termination Date” means, with respect to any date, the date which is 364 days from such date, provided, that on and after the date on which the Buyer delivers to the Seller written notice that the Buyer shall no longer roll the Rolling Termination Date forward (the “Rolling Termination Notice Date”), the Rolling Termination Date shall be the date which is 364 days after the Rolling Termination Notice Date.

          “S&P” means Standard & Poor’s Ratings Services, or any successor thereto.

          “SEC” means the Securities and Exchange Commission, or any successor thereto.

          “Seller” means CapitalSource SNF Funding LLC or its permitted successors and assigns.

          “SIPA” means the Securities Investor Protection Act of 1970, as amended from time to time.

          “60 Day Delinquent Mortgage Loan” means a mortgage loan which is 60 or more days, but less than 90 days, delinquent.

          “Subsidiary” means, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

          “Termination Date” means the earlier of (a) July 31, 2008, (b) the Rolling Termination Date, or (c) the date on which the Buyer has declared an Event of Default to have occurred pursuant to Section 16.a hereof.

          “Test Period” means any period of three (3) consecutive calendar months.

          “30 Day Delinquent Mortgage Loan” means a mortgage loan which is 30 or more days, but less than 60 days, delinquent.

          “Transaction” has the meaning set forth in Section 1 hereof.

          “Transaction Request” means a request from Seller to Buyer, in the form attached as Exhibit A hereto, to enter into a Transaction.

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          “Transfer Agreement” means that certain Mortgage Loan Purchase Agreement dated the same date as this Repurchase Agreement by and between the Parent and the Seller.

          “Transfer Assignment” means the assignment entered into between the Parent and the Seller on the Purchase Date in the form of Exhibit A to the Transfer Agreement.

          “Trust Receipt and Certification” means, with respect to any Transaction as of any date, a receipt and certification in the form attached as an exhibit to the Custodial Agreement.

          “Underwriting Guidelines” means the standards, procedures and guidelines of the Parent for underwriting and acquiring Mortgage Loans, which are set forth in the written policies and procedures of the Parent, a copy of which is attached hereto as Exhibit F and such other guidelines as are approved in writing by Buyer.

          “Uniform Commercial Code” means the Uniform Commercial Code as in effect on the date hereof in the State of New York or the Uniform Commercial Code as in effect in the applicable jurisdiction.

     3.     Program; Initiation of Transactions

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     4.     Repurchase

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     5.     Price Differential.

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     6.     Margin Maintenance and Repurchase

     7.     Income Payments

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     8.     Security Interest

          Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Facility Agreements (to the extent such Facility Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any

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payments or proceeds under any related primary insurance, hazard insurance, Income relating to the Purchased Mortgage Loan, all Blocked Accounts and the balance from time to time standing to the credit of Blocked Accounts and all rights with respect thereto, Hedging Agreements relating to the Purchased Mortgage Loan, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles, (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interest as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances described herein, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

     9.     Payment and Transfer

          Unless otherwise mutually agreed in writing, all transfers of funds to be made by Seller hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer: Citibank, ABA# 021000089, Column Financial Inc, A/C# 30489046 or such other account as Buyer shall specify to Seller in writing. Seller acknowledges that it has no rights of withdrawal from the foregoing account. All Purchased Mortgage Loans transferred by one party hereto to the other party shall be in the case of a purchase by Buyer in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as Buyer may reasonably request. All Purchased Mortgage Loans shall be evidenced by a Trust Receipt and Certification. Any Repurchase Price received by Buyer after 2:00 p.m. (New York City time) shall be deemed received on the next succeeding Business Day.

     10.     Conditions Precedent

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     11.     Program; Costs

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     12.     Servicing

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     13.     Representations and Warranties

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     14.     Covenants

Seller covenants with Buyer that, during the term of this facility:

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     15.     Events of Default

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           An Event of Default shall be deemed to be continuing unless expressly waived by Buyer in writing.

     16.     Remedies Upon Default

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     17.     Reports

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     18.     Repurchase Transactions

          Buyer may, in its sole election, engage in repurchase transactions with the Purchased Mortgage Loans or otherwise pledge, hypothecate, assign, transfer or otherwise convey the Purchased Mortgage Loans with a counterparty of Buyer’s choice. Unless an Event of Default shall have occurred, no such transaction shall relieve Buyer of its obligations to transfer Purchased Mortgage Loans to Seller pursuant to Section 4 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Section 7 hereof. In the event Buyer engages in a repurchase transaction with any of the Purchased Mortgage Loans or otherwise pledges or hypothecates any of the Purchased Mortgage Loans, Buyer shall have the right to assign to Buyer’s counterparty any of the applicable representations or warranties herein and the remedies for breach thereof, as they relate to the Purchased Mortgage Loans that are subject to such repurchase transaction.

     19.     Single Agreement

          Buyer and Seller acknowledge that, and have entered hereunto, and will enter into each Transaction hereunder, in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set-off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

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     20.     Notices and Other Communications

          Any and all notices (with the exception of Transaction Requests or Purchase Confirmations, which shall be delivered via facsimile only), statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

     21.     Entire Agreement; Severability

          This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

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     22.     Non assignability

The Facility Agreements are not assignable by Seller. Buyer may from time to time assign all or a portion of its rights and obligations under this Agreement and the Facility Agreements; provided, however that (a) Buyer shall not assign its ongoing obligations under this Agreement to any entity unless such entity or its Affiliate is rated at least BBB- by S&P, and (b) Buyer shall maintain, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided further, that in the event that the Buyer assigns its rights to an entity which originates loans secured by skilled nursing facilities, the Seller shall have the right to repurchase all Mortgage Loans without penalty, premium or Exit Fee. Upon such assignment, such assignee shall be a party hereto and to each Facility Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Buyer hereunder, and Buyer shall be released from its obligations hereunder and under the Facility Agreements. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller.

     23.     Set-off

          In addition to any rights and remedies of Buyer provided by law, Buyer shall have the right, without prior notice to Seller, any such notice being expressly waived by Seller to the extent permitted by applicable law, upon any amount becoming due and payable by Seller hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Buyer or any branch or agency thereof to or for the credit or the account of Seller. Buyer agrees promptly to notify Seller after any such set-off and application made by Buyer; provided, that the failure to give such notice shall not affect the validity of such set-off and application.

     24.     Binding Effect; Governing Law; Jurisdiction

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     25.     No Waivers, Etc.

          No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Section 6(a), 16(a) or otherwise, will not constitute a waiver of any right to do so at a later date.

     26.     Intent

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     27.     Disclosure Relating to Certain Federal Protections

          The parties acknowledge that they have been advised that:

     28.     Power of Attorney

          Seller hereby authorizes Buyer to file such financing statement or statements relating to the Purchased Mortgage Loans without Seller’s signature thereon as Buyer, at its option, may deem appropriate. Seller hereby appoints Buyer as Seller’s agent and attorney-in-fact to execute any such financing statement or statements in Seller’s name and to perform all other acts which Buyer deems appropriate to perfect and continue its ownership interest in and/or the security interest granted hereby, if applicable, and to protect, preserve and realize upon the Purchased Mortgage Loans, including, but not limited to, the right to endorse notes, complete blanks in documents, transfer servicing, and sign assignments on behalf of Seller as its agent and attorney-in-fact. This agency and power of attorney is coupled with an interest and is irrevocable without Buyer’s consent. Notwithstanding the foregoing, the power of attorney hereby granted may be exercised only during the occurrence and continuance of any Event of Default hereunder. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 28.

     29.     Buyer May Act Through Affiliates

          Buyer may, from time to time, designate one or more affiliates for the purpose of performing any action hereunder.

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     30.     Indemnification; Obligations

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     31.     Counterparts

          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

     32.     Confidentiality

          This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyer and shall be held by Seller in strict confidence and shall not be disclosed to any third party without the written consent of Buyer except for (i) disclosure to Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court or other regulatory body.

     33.     Recording of Communications

          Buyer and Seller shall have the right (but not the obligation) from time to time to make or cause to be made tape recordings of communications between its employees and those of the other party with respect to Transactions. Buyer and Seller consent to the admissibility of such tape recordings in any court, arbitration, or other proceedings. The parties agree that a duly authenticated transcript of such a tape recording shall be deemed to be a writing conclusively evidencing the parties’ agreement.

     34.     Periodic Due Diligence Review

          Seller acknowledges that Buyer has the right to perform continuing due diligence reviews with respect to the Seller and the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and Seller agrees that upon reasonable (but no less than five (5) Business Day’s) prior notice unless a Default or an Event of Default shall have occurred, in which case no notice is required, to Seller, Buyer or its authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Files and any and all

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documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession or under the control of Seller, the Servicer and/or the Custodian. Seller also shall make available to Buyer a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, Seller acknowledges that Buyer may purchase Mortgage Loans from Seller based solely upon the information provided by Seller to Buyer in the Mortgage Loan Schedule and the representations, warranties and covenants contained herein, and that Buyer, at its option, has the right at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans purchased in a Transaction, including, without limitation, ordering Broker’s price opinions, new credit reports and new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. Buyer may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Seller agrees to cooperate with Buyer and any third party underwriter in connection with such underwriting, including, but not limited to, providing Buyer and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of Seller. Seller further agrees that Seller shall pay all out-of-pocket costs and expenses incurred by Buyer in connection with Buyer’s activities pursuant to this Section 34 (“Due Diligence Costs”); provided, that so long as no Default has occurred, Seller shall pay for only one (1) due diligence review of a Mortgage Loan in any calendar year (not including any initial due diligence of the Mortgage Loan prior to the Purchase Date.

     35.     Facility Fee

          Subject to the provisions of the following paragraph, the Seller shall pay to Buyer on each Purchase Date a facility fee in an amount equal to the product of (a) 0.50% and (b) the amount by which the aggregate Purchase Price of all outstanding Transactions (including the aggregate Purchase Price of Transactions entered into on such Purchase Date) exceeds the highest aggregate Purchase Price of Transactions outstanding on any day prior to such Purchase Date; provided, that the aggregate facility fees paid pursuant to this section during the period prior to the Termination Date shall not exceed $1,500,000.

          Each such fee shall be payable in immediately available funds on the related Purchase Date. Such payment shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the account set forth in Section 9 hereof.

     36.     Authorizations Any of the persons whose signatures and titles appear on Schedule 2 are authorized, acting singly, to act for Seller or Buyer, as the case may be, under this Agreement.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties have entered into this Repurchase Agreement as of the date set forth above.

SCHEDULE 1

REPRESENTATIONS AND WARRANTIES OF SELLER

REGARDING MORTGAGE LOANS

          The Seller represents and warrants to the Buyer, with respect to each Mortgage Loan, that as of the Purchase Date for the purchase of any Purchased Mortgage Loans by the Buyer from the Seller and as of the date of this Repurchase Agreement and any Transaction hereunder and at all times while the Repurchase Documents and any Transaction hereunder is in full force and effect: For purposes of this Schedule 1 and the representations and warranties set forth herein, a breach of a representation or warranty shall be deemed to have been cured with respect to a Mortgage Loan if and when the Seller has taken or caused to be taken action such that the event, circumstance or condition that gave rise to such breach no longer adversely affects such Mortgage Loan. With respect to those representations and warranties which are made to the best of the Seller’s knowledge, if it is discovered by the Seller or the Buyer that the substance of such representation and warranty is inaccurate, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.

Schedule 1-1

Schedule 1-2

Schedule 1-3

Schedule 1-4

Schedule 1-5

Schedule 1-6

Schedule 1-7

Schedule 1-8

Schedule 1-9

Schedule 1-10

Schedule 1-11

Schedule 1-12

Schedule 1-13

Schedule 1-14

Schedule 1-15

Schedule 1-16

SCHEDULE 2
AUTHORIZED REPRESENTATIVES

SELLER NOTICES

SELLER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Seller under this Agreement:

Schedule 2-1

BUYER NOTICES

BUYER AUTHORIZATIONS

Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Buyer under this Agreement:

Schedule 2-2

EXHIBIT A

FORM OF TRANSACTION REQUEST

[Date]

Credit Suisse First Boston Mortgage Capital LLC
Eleven Madison Avenue
New York, New York 10010
Attention: ________________

CapitalSource SNF Funding LLC hereby requests that Credit Suisse First Boston Mortgage Capital LLC (“CSFB”) enter into a Transaction with respect to the Mortgage Loans listed on the Mortgage Loan Schedule and Exception Report attached hereto on Attachment 1 and as set forth below, pursuant to the Master Repurchase Agreement.

The Master Repurchase Agreement is incorporated by reference into this Transaction Request and is made a part hereof as if it were fully set forth herein. (All capitalized terms used herein but not defined herein shall have the meanings specified in the Master Repurchase Agreement.)

A-1

[Name]

By: 

[wire instructions]

A-2

EXHIBIT B

FORM OF PURCHASE CONFIRMATION

[Date]

[Name]
__________
__________
Attention:

Credit Suisse First Boston Mortgage Capital LLC (“CSFB”) is pleased to confirm your sale and our purchase of the Mortgage Loans described below and on the attached Mortgage Loan Schedule and Exception Report pursuant to the Master Repurchase Agreement dated as of August 1, 2003 (the “Master Repurchase Agreement”) by and among CapitalSource SNF Funding LLC and CSFB under the following terms and conditions:

The Master Repurchase Agreement is incorporated by reference into this Transaction Confirmation, is made a part hereof as if it were fully set forth herein and is extended hereby until all amounts due in connection with this Transaction are paid in full.

B-1

All capitalized terms used herein but not defined herein shall have the meanings specified in the Master Repurchase Agreement.

B-2

EXHIBIT C

MORTGAGE LOAN SCHEDULE

C-1

EXHIBIT D

OFFICER’S COMPLIANCE CERTIFICATE

     I,      , do hereby certify that I am duly elected, qualified and authorized officer of [CapitalSource Entity] (“Servicer”). This Certificate is delivered to you in connection with Section 17b of the Master Repurchase Agreement dated as of August 1, 2003, among CapitalSource SNF Funding LLC and Credit Suisse First Boston Mortgage Capital LLC (the “Agreement”). I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, Seller is and has been in compliance with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that:

     (i)  Net Worth. Servicer has maintained an Net Worth of at least $          million.

D-1

IN WITNESS WHEREOF, I have set my hand this        day of         ,         .

Acknowledged and Agreed,

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC

D-2

[Schedule 1]

[to Officer’s Certificate]

D-3

EXHIBIT E

INTENTIONALLY OMITTED

E-1

EXHIBIT F

UNDERWRITING GUIDELINES

F-1

EXHIBIT G

AUTHORIZED SIGNATORIES

               Seller

G-1

EXHIBIT H

Certificate of an Officer of the Seller

          The undersigned,      of CapitalSource SNF Funding LLC, a Delaware limited liability company (the “Seller”), hereby certifies as follows:

     1.     Attached hereto as Exhibit A is a copy of the Certificate of Incorporation of the Seller, as certified by the Secretary of State of the State of Delaware.

     2.     Neither any amendment to the Certificate of Incorporation of the Seller nor any other charter document with respect to the Seller has been filed, recorded or executed since      , 200     , and no authorization for the filing, recording or execution of any such amendment or other charter document is outstanding.

     3.     Attached hereto as Exhibit B is a true, correct and complete copy of the By-laws of the Seller as in effect as of the date hereof and at all times since      , 200     .

     4.     Attached hereto as Exhibit C is a true, correct and complete copy of resolutions adopted by the Board of Directors of the Seller by unanimous written consent on      , 200     (the “Resolutions”). The Resolutions have not been further amended, modified or rescinded and are in full force and effect in the form adopted, and they are the only resolutions adopted by the Board of Directors of the Seller or by any committee of or designated by such Board of Directors relating to the execution and delivery of, and performance of the transactions contemplated by the Master Repurchase Agreement dated as of August 1, 2003 (the “Repurchase Agreement”), between the Seller, and Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”) and the Custodial Agreement dated as of August 1, 2003, among the Seller, the Buyer and Deutsche Bank National Trust Company, as custodian (the “Custodian”).

     5.     The Repurchase Agreement and the Custodial Agreement are substantially in the form approved by the Resolutions or pursuant to authority duly granted by the Resolutions.

     6.     The undersigned, as a officers of the Seller or as attorney-in-fact, are authorized to and have signed manually the Repurchase Agreement, the Custodial Agreement or any other document delivered in connection with the transactions contemplated thereby, were duly elected or appointed, were qualified and acting as such officer or attorney-in-fact at the respective times of the signing and delivery thereof, and were duly authorized to sign such document on behalf of the Seller, and the signature of each such person appearing on any such document is the genuine signature of each such person.

          IN WITNESS WHEREOF, the undersigned has hereunto executed this Certificate as of the      day of      , 200  .

Exhibit C to Officer’s Certificate of the Seller

CORPORATE RESOLUTIONS OF SELLER

Action of the Board of Directors
Without a Meeting Pursuant to
Section        of

The undersigned, being the directors of CapitalSource SNF Funding LLC a Delaware limited liability company (the “Seller”), do hereby consent to the taking of the following action without a meeting and do hereby adopt the following resolutions by written consent pursuant to Section      of      of the State of      :

          WHEREAS, it is in the best interests of the Seller to transfer from time to time to Buyer Mortgage Loans against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Mortgage Loans at a date certain or on demand, against the transfer of funds by Seller pursuant to the terms of the Repurchase Agreement (as defined below).

          NOW, THEREFORE, be it

          RESOLVED, that the execution, delivery and performance by the Seller of the Master Repurchase Agreement (the “Repurchase Agreement”) to be entered into by the Seller and Credit Suisse First Boston Mortgage Capital, LLC, as Buyer, substantially in the form of the draft dated August 1, 2003, attached hereto as Exhibit A, are hereby authorized and approved and that the [President] or any [Vice President] (collectively, the “Authorized Officers”) of the Seller be and each of them hereby is authorized and directed to execute and deliver the Repurchase Agreement to the Buyer with such changes as the officer executing the same shall approve, his execution and delivery thereof to be conclusive evidence of such approval;

          RESOLVED, that the execution, delivery and performance by the Seller of the Custodial Agreement (the “Custodial Agreement”) to be entered into by the Seller, the Buyer and Deutsche Bank National Trust Company, as custodian (the “Custodian”) substantially in the form of the draft dated August 1, 2003, attached hereto as Exhibit B, are hereby authorized and approved and that the Authorized Officers of the Seller be and each of them hereby is authorized and directed to execute and deliver the Custodial Agreement to the Buyer and Custodian with such changes as the officer executing the same shall approve, his execution and delivery thereof to be conclusive evidence of such approval;

          RESOLVED, that the Authorized Officers hereby are, and each hereby is, authorized to execute and deliver all such aforementioned agreements on behalf of the Seller and to do or cause to be done, in the name and on behalf of the Seller, any and all such acts and things, and to execute, deliver and file in the name and on behalf of the Seller, any and all such agreements, applications, certificates, instructions, receipts and other documents and instruments, as such Authorized Officer may deem necessary, advisable or appropriate in order to carry out the purposes of the foregoing resolutions.

          RESOLVED, that the proper officers, agents and counsel of the Seller are, and each of such officers, agents and counsel is, hereby authorized for and in the name and on behalf of the Seller to take all such further actions and to execute and deliver all such other agreements, instruments and documents, and to make all governmental filings, in the name and on behalf of the Seller and such officers are authorized to pay such fees, taxes and expenses, as advisable in order to fully carry out the intent and accomplish the purposes of the resolutions heretofore adopted hereby.

Dated as of:                         , 200  

EXHIBIT I

SELLER’S TAX IDENTIFICATION NUMBER

I-1

EXHIBIT J

INTENTIONALLY OMITTED

J-1

EXHIBIT K

FORM OF BLOCKED ACCOUNT AGREEMENT

        , 20  

_____________________________
______________________________
______________________________

     Re: CapitalSource SNF Funding LLC

Ladies and Gentlemen:

               CapitalSource SNF Funding LLC (the “Seller”) hereby notifies you that it has transferred exclusive ownership, dominion and control of deposit account (No.      ) maintained with you (the “Collection Account”) to Credit Suisse First Boston Mortgage Capital, LLC (the “Buyer”), located at 11 Madison Avenue, New York, New York 10010, under the terms of Master Repurchase Agreement, dated as of August 1, 2003, among the Seller and the Buyer (as the same may be amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”). The Seller has granted to the Buyer a security interest in the Collection Account, and all cash, checks, drafts and other similar writings for the payment of money from time to time held in or credited to the Collection Account.

               The Seller hereby irrevocably instructs you to make all payments to be made by you out of or in connection with the Collection Account in accordance with the instructions of the Buyer. In this regard, the Seller wishes to note that the Buyer in the accompanying Acknowledgment and Instructions has authorized you to continue to accept instructions from the Seller until receipt by you of contrary and/or terminating instructions in writing from the Buyer.

               The Seller also hereby notifies you that the Buyer, subject to the immediately preceding paragraph, shall be irrevocably entitled to exercise any and all rights in respect of or in connection with the Collection Account, including, without limitation, the right to specify when payments are to be made out of or in connection with the Collection Account. Without limitation on the foregoing, you agree that you will comply with instruction originated by the Buyer concerning the disposition of funds in the Collection Account without further consent by the Seller.

               By executing this letter agreement you acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other person asserting, claiming or exercising, any right of set-off, banker’s lien or other purported form of claim with respect to the items collected from the Collection Account or any funds from time to time therein or in transit thereto, and agree to inform the Buyer in writing of any such action in the future.

K-1

               All funds deposited into the Collection Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any other person other than the Buyer, except (i) that you may set off against the Collection Account the face amount of any check deposited in and credited to the Collection Account which is subsequently returned for any reason and (ii) for your statutory security interest in items and their proceeds to the extent of deposit credits posted therefor. Your compensation for providing the services contemplated herein shall be as mutually agreed between the Seller and you from time to time and the Seller will continue to pay such compensation. The Buyer shall have no liability to you or the Seller for any compensation to you for providing the services contemplated herein.

               You agree not to (i) change the name or account number of the Collection Account without the prior written consent of the Buyer, (ii) enter into any agreement pursuant to which you agree with any party other than the Buyer or the Seller to comply with such party’s instructions concerning the Collection Account, (iii) enter into any agreement purporting to impair, limit or modify the Buyer’s right to issue instructions hereunder, or (iv) terminate the Collection Account without giving the Buyer at least 30 days prior written notice. Upon the termination of this letter agreement, you will close the Collection Account and, subject to your rights to charge the Collection Account as set forth herein, transfer any monies remaining therein at the direction of the Buyer. You agree that you shall forward all incoming mail addressed to the Collection Account and all wire transfers and deposits to the Collection Account that you receive after such termination in the form received at the direction of the Buyer, promptly after you discover that you have received any such mail or transfers.

               By signing this letter below, you agree that this letter and the accompanying Acknowledgment and Instructions constitute notice in writing of the security interest of the Buyer in the Collection Account and all cash, checks, drafts and similar writings for the payment of money from time to time therein, and you hereby consent to such notice. This Agreement may not be changed except pursuant to a writing signed by us and the Buyer.

               All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by certified mail, postage prepaid, by facsimile or by overnight courier, to the intended person at the address or facsimile number of such person set forth under its name on the signature pages hereof or at such other address or facsimile number as shall be designated by such person in a written notice to the other parties hereto given in accordance with the requirements of this paragraph.

               All notices and communications provided for hereunder shall be effective when received or if transmitted by facsimile, when receipt is confirmed by telephone.

               This letter agreement shall be binding upon you and your successors and assigns and shall inure to the benefit of the Seller and the Buyer and their respective successors, transferees and assigns; provided, however, that you may not assign your rights and duties under this letter agreement.

K-2

               This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflict of laws.

               You shall be entitled to rely conclusively upon any notice or instruction that you receive from the Buyer and shall have no obligation to investigate or verify the authenticity or correctness of any such notice or instruction. You shall have no liability for the honoring of any instructions or directions regarding the Collection Account which you receive from the Buyer during the term of the Repurchase Agreement, and you shall be fully discharged from liability with respect to any funds on deposit in the Collection Account to the extent that you honor such instructions and transfer the same to or at the direction of the Buyer.

               Please agree to the terms of, and acknowledge receipt of, this letter by signing in the space provided below on four of the enclosed copies.

Acknowledged and agreed to
as of this   th day of
      , 20     by:

[                                          ]

K-3

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL, LLC

ACKNOWLEDGMENT AND INSTRUCTIONS

               Credit Suisse First Boston Mortgage Capital, LLC (the “Buyer”) under the terms of the Master Repurchase Agreement (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), dated as of August 1, 2003, among the Buyer and CapitalSource SNF Funding LLC (the “Seller”) hereby acknowledges the transfer to the Buyer of exclusive ownership, dominion and control of the Collection Account (as defined in, and pursuant to the terms of, the foregoing letter (the “Letter Agreement”)) executed by the Seller and acknowledged by the Buyer and      (the “Bank”). Pursuant to the second paragraph of the Letter Agreement, the Bank may continue to accept instructions from the Seller in connection with the Collection Account until such time as the Bank receives contrary and/or terminating instructions from the Buyer. Any such written notice shall be effective on the business day received by the Bank if received before 12:00 P.M. (New York time) and, if not received by such time, on the next succeeding business day. This Acknowledgment and Instructions may not be changed except pursuant to a writing signed by us and the Seller.

Acknowledged and agreed to
as of this     th day of
      , 20     by:

[Collection Account Bank]

CAPITALSOURCE SNF FUNDING LLC