**Exhibit 10(b)(12)(c)**

**NEWSTAR COMMERCIAL LOAN TRUST 2009-1**

**NOTES**

**U.S. $148,500,000 CLASS A FLOATING RATE NOTES DUE 2018**

**U.S. $42,000,000 CLASS B FLOATING RATE NOTES DUE 2018**

**PURCHASE AGREEMENT**

January 7, 2010 

Wells Fargo Securities, LLC, 

as the Initial Purchaser (the “Initial Purchaser”)

301 South College Street 

8th Floor 

Charlotte, NC 28288 

Attention: Asset-BackedFinance – NewStar Commercial Loan Trust 2009-1 

Ladies and Gentlemen: 

**Section 1. Authorization of Notes.**

NewStar Financial, Inc. (the “Company”), as designated manager of NewStar Commercial Loan LLC 2009-1 (the “Trust Depositor”), has duly authorized the sale of the NewStarCommercial Loan Trust 2009-1 Notes, consisting of the Class A Notes (the “Class A Notes”), the Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “OfferedNotes”), the Class C Note (the “Class C Note”) and the Subordinated Note (the “Subordinated Note” and, together with the Class C Note and the Offered Notes, the “Notes”) of NewStarCommercial Loan Trust 2009-1, a Delaware statutory trust (the “Trust”). The Trust was formed pursuant to (i) a Trust Agreement, dated as of November 30, 2009 and amended and restated on January 7, 2010 (the“Trust Agreement”) between the Trust Depositor and Wilmington Trust Company, as the owner trustee (the “Owner Trustee”) and (ii) a Certificate of Trust filed with the Secretary of State of the State of Delawareon November 30, 2009. The Class A Notes will be issued in an aggregate principal amount of $148,500,000, the Class B Notes will be issued in an aggregate principal amount of $42,000,000, the Class C Note will be issued in an aggregateprincipal amount of $31,000,000 and the Subordinated Note will be issued in an aggregate principal amount of $56,921,299. In addition to the Notes, the Trust is issuing a Trust Certificate (the “Certificate”). The Notes will besecured by the assets of the Trust. The Certificate will represent a fractional undivided beneficial interest in the Trust. The Certificate will be issued pursuant to the Trust Agreement. The Notes will be issued pursuant to an Indenture, to bedated as of January 7, 2010 (the “Indenture”), between the Trust and U.S. Bank National Association, as the Trustee (the “Trustee”). The primary assets of the Trust will be a pool of commercial loans, orinterests thereon, originated or purchased by the Company (collectively, the “Loans”). The Trust Depositor will acquire the Loans from the Company pursuant to a Commercial Loan Sale Agreement, to be dated as of January 7, 2010(the “Loan Sale Agreement”), between the Company and the Trust Depositor. Pursuant to a Sale and Servicing Agreement, to be dated as of January 7, 2010 (the “Sale and Servicing Agreement”),

among the Trust, the Company, the Trust Depositor, the Trustee and Wilmington Trust Company, as the Owner Trustee (the “Owner Trustee”), the Trust Depositor will sell, transferand convey to the Trust, without recourse, all of its right, title and interest in the Loans. Pursuant to the Indenture, as security for the indebtedness represented by the Notes, the Trust will pledge and grant to the Trustee a security interest inthe Loans, and its rights under the Loan Sale Agreement and the Sale and Servicing Agreement. This Purchase Agreement (the “Agreement”), the Trust Agreement, the Loan Sale Agreement, the Sale and Servicing Agreement and theIndenture are referred to collectively herein as the “Transaction Documents.” 

Capitalized terms used hereinbut not otherwise defined shall have the meanings set forth in the Sale and Servicing Agreement. 

The Offered Notes are to beoffered without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under theSecurities Act (“QIBs”), in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2),(3) or (7) under the Securities Act) (“Institutional Accredited Investors”) who, in each case, are “qualified purchasers” (“Qualified Purchasers”) for purposes of Section 3(c)(7) under theInvestment Company Act of 1940, as amended (the “1940 Act”). 

In connection with the sale of the OfferedNotes, the Company has prepared a preliminary confidential offering memorandum dated December 1, 2009 (including any exhibits thereto and all information incorporated therein by reference, the “Preliminary Memorandum”), and afinal confidential offering memorandum dated January 5, 2010 (including any exhibits, amendments or supplements thereto and all information incorporated therein by reference, the “Final Memorandum”, and each of the PreliminaryMemorandum and the Final Memorandum, a “Memorandum”) including a description of the terms of the Offered Notes, the terms of the offering, and the Trust. It is understood and agreed that the close of business on January 6, 2010constitutes the time of the contract of sale for each purchaser of the Offered Notes offered to the investors for purposes of Rule 159 under the Securities Act (the “Time of Sale”) and that (i) the Final Memorandum and(ii) the information set forth on Schedule II hereto constitute the entirety of the information conveyed to investors as of the Time of Sale (the “Time of Sale Information”). 

It is understood and agreed that nothing in this Agreement shall prevent the Initial Purchaser from entering into any agency agreements,underwriting agreements or other similar agreements governing the offer and sale of securities with any issuer or issuers of securities, and nothing contained herein shall be construed in any way as precluding or restricting the InitialPurchaser’s right to sell or offer for sale any securities issued by any person, including securities similar to, or competing with, the Notes. 

During each Interest Period, the Class A Notes shall bear interest at a *per annum* rate equal to the then applicable LIBOR plus 3.75% *per annum* and the Class B Notes shall bearinterest at a *per annum* rate equal to the then applicable LIBOR plus 5.00% *per annum*. 

 

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Each of the Company, the Trust Depositor and the Trust, as applicable, hereby agrees withyou, as the Initial Purchaser, as follows: 

**Section 2. Purchase and Sale of Offered Notes.**

Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Trust agrees to sell tothe Initial Purchaser the Offered Notes, and the Initial Purchaser has agreed to use its commercially reasonable efforts to place the aggregate principal amount of Offered Notes set forth on Schedule I hereto with investors in accordance withthe terms hereof. If purchased, the Class A Notes will be purchased at a price of 100% and the Class B Notes will be purchased at a price of 91.85405%. It is understood and agreed that the Initial Purchaser is not acquiring, and has noobligation to acquire, the Class C Note, the Subordinated Note or the Certificate (which Class C Note, Subordinated Note and Certificate will be acquired by the Trust Depositor on the Closing Date pursuant to the Sale and Servicing Agreement). It isfurther understood and agreed that the Initial Purchaser may retain the Offered Notes, purchase the Offered Notes for its own account, or sell the Offered Notes to its affiliates or to any other investor in accordance with the applicable provisionshereof and of the Indenture. 

(a) In addition, whether or not the transaction contemplated hereby shall be consummated, theCompany agrees to pay (or cause to be paid by the Trust) all costs and expenses incident to the performance by the Company of its obligations hereunder and under the documents to be executed and delivered in connection with the offering, issuance,sale and delivery of the Offered Notes (the “Documents”), including, without limitation or duplication, (i) the fees and disbursements of counsel to the Company; (ii) the fees and expenses of any trustees or custodian dueto such trustees’ or custodian’s initial expenses incurred in connection with the issuance of the Offered Notes and their or its counsel, as applicable; (iii) the fees and expenses of any bank establishing and maintaining accounts onbehalf of the holders of the Offered Notes or in connection with the transaction; (iv) the fees and expenses of the accountants for the Company, including the fees for the “comfort letters” or “agreed–upon proceduresletters” required by the Initial Purchaser, any rating agency or any purchaser in connection with the offering, sale, issuance and delivery of the Offered Notes; (v) all expenses incurred in connection with the preparation and distributionof each Memorandum and other disclosure materials prepared and distributed and all expenses incurred in connection with the preparation and distribution of the Transaction Documents; (vi) the fees charged by any securities rating agency forrating the Offered Notes; (vii) the fees for any securities identification service for any CUSIP or similar identification number required by the purchasers or requested by the Initial Purchaser; (viii) the reasonable fees anddisbursements of counsel to the Initial Purchaser; (ix) all expenses in connection with the qualification of the Offered Notes for offering and sale under state securities laws, including the fees and disbursements of counsel and, if requestedby the Initial Purchaser, the cost of the preparation and reproduction of any “blue sky” or legal investment memoranda; (x) any federal, state or local taxes, registration or filing fees (including Uniform Commercial Code financingstatements) or other similar payments to any federal, state or local governmental authority in connection with the offering, sale, issuance and delivery of the Offered Notes; and (xi) the reasonable fees and expenses of any special counsel orother experts required to be retained to provide advice, opinions or assistance in connection with the offering, issuance, sale and delivery of the Offered Notes. 

 

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**Section 3. Delivery.**

Delivery of the Offered Notes shall be made in the form of one or more global certificates delivered to The Depository Trust Company, exceptthat any Offered Note to be sold by the Initial Purchaser to an Institutional Accredited Investor that is also a Qualified Purchaser for purposes of Section 3(c)(7) of the 1940 Act, but that is not a QIB (as such terms are defined herein),shall be delivered in fully registered, certificated form in an amount not less than the applicable minimum denomination set forth in the Final Memorandum at the offices of Dechert LLP at 10:00 a.m. Boston, Massachusetts time, onJanuary 7, 2010, or such other place, time or date as may be mutually agreed upon by the Initial Purchaser and the Company (the “Closing Date”). Subject to the foregoing, the Offered Notes will be registered in such names andsuch denominations as the Initial Purchaser shall specify in writing to the Company and the Trustee. The Class C Note, the Subordinated Note and the Certificate shall be delivered to the Trust Depositor on the Closing Date in fully registered,certificated form in the permitted denominations and the required proportions set forth in the Final Memorandum. 

**Section4. Representations and Warranties of the Company.**

The Company represents and warrants to the Initial Purchaser, asof the date hereof and as of the Closing Date, that: 

(i) The Final Memorandum and any additional informationand documents concerning the Offered Notes, including but not limited to one or more marketing books, delivered by or on behalf of the Company to prospective purchasers of the Offered Notes (collectively, such additional information and documents,the “Additional Offering Documents”), did not or will not, each as of their respective dates or date on which such statement was made and as of the Closing Date, include an untrue statement of a material fact or omit to state amaterial fact necessary in order to make the statements in each, in light of the circumstances under which they were made, not misleading; *provided* that the Company makes no representation or warranty as to the information contained in oromitted from the Final Memorandum or the Additional Offering Documents in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchaser referenced in the last sentence ofSection 8(a) herein. 

(ii) The Time of Sale Information, as of the Time of Sale, did not containany untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; *provided* that the Company makes norepresentation or warranty as to the information contained in or omitted from the Time of Sale Information in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchaser referenced inthe last sentence of Section 8(a) herein. 

(iii) The Company is a Delaware corporation, dulyorganized and validly existing under the laws of the State of Delaware, has all corporate power and authority necessary to own or hold its properties and conduct its business in which it is engaged as described in each Memorandum and has alllicenses necessary to carry on its business as it is now being conducted and is

 

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licensed and qualified in each jurisdiction in which the conduct of its business (including, without limitation, the origination and acquisition of Loans and Related Property and performing itsobligations hereunder and under the other Transaction Documents) requires such licensing or qualification and in which the failure so to qualify would have a material adverse effect on the business, properties, assets, or condition (financial orotherwise) of the Company. 

(iv) This Agreement has been duly authorized, executed and delivered by theCompany, the Trust Depositor and the Trust and, assuming due authorization, execution and delivery thereof by the other parties hereto, constitutes a valid and legally binding obligation of the Company, the Trust Depositor and the Trust enforceableagainst the Company, the Trust Depositor and the Trust in accordance with its terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’rights generally or the application of equitable principles in any proceeding, whether at law or in equity. 

(v) The Loan Sale Agreement and the Sale and Servicing Agreement have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the other parties thereto, constitute validand binding agreements of the Company, enforceable against the Company in accordance with their respective terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating toor affecting creditors’ rights generally or the application of equitable principles in any proceeding, whether at law or in equity. 

(vi) The Offered Notes have been duly authorized, and when executed and authenticated in accordance with the Indenture and delivered to and paid for by the Initial Purchaser in accordance with thisAgreement, the Offered Notes will constitute valid and binding obligations of the Trust, enforceable against the Trust in accordance with their terms, subject, as to enforcement only, to the effect of bankruptcy, insolvency, reorganization,moratorium and other similar laws relating to or affecting creditors’ rights generally or the application of equitable principles in any proceeding, whether at law or in equity, and will be entitled to the benefits of the Indenture. 

(vii) Other than as set forth in or contemplated by each Memorandum, there are no legal or governmental proceedingspending to which the Company is a party or of which any property or assets of the Company are the subject of which could reasonably be expected to materially adversely affect the financial position, stockholders’ equity or results of operationsof the Company or on the performance by the Company of its obligations hereunder or under the other Transaction Documents; and to the knowledge of the Company, no such proceedings are threatened or contemplated by governmental authorities orthreatened by others. 

(viii) The execution, delivery and performance of this Agreement and the otherTransaction Documents to which it is a party and the consummation by the Company, the Trust Depositor and the Trust of the transactions contemplated herein and therein and in all documents relating to the Notes will not result in any breach orviolation of, or constitute a default under, any agreement or instrument to which the Company is a party or to which any of its properties or assets are subject, except for such

 

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of the foregoing as to which relevant waivers, consents or amendments have been obtained and are in full force and effect or which would not reasonably be expected to have a material adverseeffect on the financial position, stockholders’ equity or results of operations of the Company or on the performance by the Company of its obligations hereunder or under the other Transaction Documents, nor will any such action result in aviolation of the certificate of incorporation or by-laws of the Company or any Applicable Law. 

(ix) Neitherthe Trust nor the pool of Loans is, or after giving effect to the transactions contemplated by the Transaction Documents will be, required to be registered as an “investment company” under the 1940 Act. 

(x) Assuming the Initial Purchaser’s representations herein are true and accurate, it is not necessary in connectionwith the offer, sale and delivery of the Offered Notes in the manner contemplated by this Agreement and each Memorandum to register the Offered Notes under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, asamended. 

(xi) The Offered Notes satisfy the requirements set forth in Rule 144A(d)(3) under the SecuritiesAct. As of the Closing Date, the Offered Notes will not be (i) of the same class as securities listed on a national securities exchange in the United States that is registered under Section 6 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), or (ii) quoted in any “automated inter-dealer quotation system” (as such term is used in the Exchange Act) in the United States. 

(xii) At the time of execution and delivery of the Sale and Servicing Agreement and after giving effect to anycontemporaneous releases under the Warehouse Facilities, the Trust Depositor owned the Loans conveyed to it on the Closing Date free and clear of all liens, encumbrances, adverse claims or security interests (“Liens”) other thanLiens permitted by the Transaction Documents, and the Trust Depositor had the power and authority to transfer such Loans to the Trust. 

(xiii) Upon the execution and delivery of the Transaction Documents, payment by the Initial Purchaser for the Offered Notes and delivery to the Initial Purchaser of the Offered Notes and delivery to theTrust Depositor of the Class C Note, Subordinated Note and Certificate, the Trust will own the Loans conveyed to it on the Closing Date and the Initial Purchaser will acquire title to the Offered Notes, in each case free of Liens except such Liensas may be created or granted by the Initial Purchaser and those permitted in the Transaction Documents. 

(xiv)No consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the issuance and sale of the Offered Notes or the execution, delivery and performance by the Company of this Agreement or theother Transaction Documents to which it is a party, except such consents, approvals, authorizations, registrations or qualifications as have been obtained or as may be required under state securities or blue sky laws in connection with the sale anddelivery of the Offered Notes in the manner contemplated herein. 

 

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(xv) The Loans in all material respects have the characteristics describedin the Time of Sale Information and the Final Memorandum. 

(xvi) Each of the representations and warranties ofthe Company, the Trust Depositor and the Trust set forth in each of the other Transaction Documents is true and correct in all material respects. 

(xvii) No adverse selection procedures were used in selecting the Loans from among the loans that meet the representations and warranties of the Company contained in the Loan Sale Agreement and that areincluded in the Loan Assets. 

(xviii) Neither the Company nor any affiliate (as defined in Rule 501(b) ofRegulation D under the Securities Act (“Regulation D”)) of the Company nor anyone acting on their behalf has, directly or indirectly (except to or through the Initial Purchaser), sold or offered, or attempted to offer or sell, orsolicited any offers to buy, or otherwise approached or negotiated in respect of, any of the Offered Notes and neither the Company nor any of its affiliates will do any of the foregoing. As used herein, the terms “offer” and“sale” have the meanings specified in Section 2(3) of the Securities Act. 

(xix) Neither theCompany nor any affiliate (as defined in Rule 501(b) of Regulation D) of the Company has directly, or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in theSecurities Act) which is or will be integrated with the sale of the Offered Notes in a manner that would require the registration under the Securities Act of the offering contemplated by each Memorandum or engaged in any form of general solicitationor general advertising in connection with the offering of the Offered Notes. 

(xx) With respect to any OfferedNotes subject to the provisions of Regulation S of the Securities Act, the Company has not offered or sold such Offered Notes during the Distribution Compliance Period to a person (other than the Initial Purchaser) who is within the United States orits possessions or to a United States person. For this purpose, the term “Distribution Compliance Period” is defined as such term is defined in Regulation S and the terms “United States or its possessions” and “United Statesperson” are defined as such terms are defined for purposes of Treas. Reg. § 1.163–5(c)(2)(i)(D). 

(xxi) Since the date of the latest audited financial statements of the Company, there has been no change nor any development or event involving a prospective change which has had or could reasonably be expected to have a material adversechange in or effect on (i) the business, operations, properties, assets, liabilities, stockholders’ equity, earnings, condition (financial or otherwise), results of operations or management of the Company and its subsidiaries, consideredas one enterprise, whether or not in the ordinary course of business, or (ii) the ability of the Company to perform its obligations hereunder or under the other Transaction Documents. 

(xxii) The Notes, the Certificate and the Transaction Documents conform in all material respects to the descriptions thereofin the Final Memorandum. 

 

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(xxiii) Any taxes, fees, and other governmental charges in connection withthe execution and delivery of this Agreement and the other Transaction Documents, the execution, delivery and transfer of the Certificate and the execution, delivery, and sale of the Notes have been or will be paid at or before the Closing Date.

(xxiv) The Indenture is not required to be qualified under the Trust Indenture Act. 

(xxv) No proceeds received by the Company, the Trust Depositor or the Trust in respect of the Notes will be used by theCompany, the Trust Depositor or the Trust to acquire any security in any transaction which is subject to Section 13 or 14 of the Exchange Act. 

(xxvi) (i) Each of the Company, the Trust and their respective ERISA Affiliates is in compliance in all material respects with ERISA unless any failure to so comply could not reasonably be expected tohave a material adverse effect and (ii) no lien under Section 303(k) of ERISA or Section 430(k) of the Code exists on any of the Collateral. As used in this paragraph, the term “ERISA Affiliate” means, with respect toany Person, a corporation, trade or business that is, along with such Person, a member of a controlled group (as described in Section 414 of the Code or Section 4001 of ERISA). 

(xxvii) The Company has not paid or agreed to pay to any person any compensation for soliciting another to purchase any ofthe Offered Notes (except as contemplated by this Agreement). 

(xxviii) The Company has not taken, directly norindirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any Offered Note or to facilitate the sale or resale of theOffered Notes. 

(xxix) On and immediately after the Closing Date, each of the Company, the Trust Depositor andthe Trust (after giving effect to the issuance of the Notes and to the other transactions related thereto as described in the Time of Sale Information and the Final Memorandum) will be Solvent. As used in this paragraph, the term“Solvent” means, with respect to a particular date such Person, that on such date (A) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to paythe probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) such Person is able to realize upon its assets and pay its debts and otherliabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming the sale of the Notes as contemplated by this Agreement, Time of Sale Information and the Final Memorandum, suchPerson is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature and (D) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for whichits property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of such contingent liabilities at any time, it is intendedthat such liabilities will be computed at the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

 

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**Section 5. Sale of Offered Notes to the Initial Purchaser.**

The sale of the Offered Notes to the Initial Purchaser will be made without registration of the Offered Notes under the Securities Act, inreliance upon the exemption therefrom provided by Section 4(2) of the Securities Act. 

(a) The Company, the InitialPurchaser and the Trust Depositor hereby agree that the Offered Notes will be offered and sold only in transactions exempt from registration under the Securities Act. The Company, the Initial Purchaser and the Trust Depositor will each reasonablybelieve at the time of any sale of the Offered Notes by the Trust through the Initial Purchaser (i) that either (A) each purchaser of the Offered Notes is an institutional investor that is (1) a QIB who is a Qualified Purchaserpurchasing for its own account (or for the accounts of QIBs who are Qualified Purchasers to whom notice has been given that the resale, pledge or other transfer is being made in reliance on Rule 144A) in transactions meeting the requirements of Rule144A, or (2) an Institutional Accredited Investor who is a Qualified Purchaser who purchases for its own account and provides the Initial Purchaser with a written certification in substantially the form of Exhibit D-1 to the Indenture, or(B) each purchaser is acquiring the Offered Notes in an offshore transaction meeting the requirements of Regulation S and is a Qualified Purchaser, and (ii) that the offering of the Offered Notes will be made in a manner that will enablethe offer and sale of the Offered Notes to be exempt from registration under state securities or Blue Sky laws; and each such party understands that no action has been taken to permit a public offering in any jurisdiction where action would berequired for such purpose. The Company, the Initial Purchaser and the Trust Depositor each further agree not to (i) engage (and represents that it has not engaged) in any activity that would constitute a public offering of the Offered Noteswithin the meaning of Section 4(2) of the Securities Act or (ii) offer or sell the Offered Notes by (and represents that it has not engaged in) any form of general solicitation or general advertising (as those terms are used in RegulationD), including the methods described in Rule 502(c) of Regulation D, in connection with any offer or sale of the Offered Notes. 

(b) The Initial Purchaser hereby represents and warrants to and agrees with the Company, that (i) it is a QIB and a Qualified Purchaser and (ii) it will offer the Offered Notes only (A) to persons who it reasonably believesare QIBs who are Qualified Purchasers in transactions meeting the requirements of Rule 144A, (B) to institutional investors who it reasonably believes are Institutional Accredited Investors who are Qualified Purchasers or (C) to persons itreasonably believes are Qualified Purchasers in offshore transactions in accordance with Regulation S. The Initial Purchaser further agrees that (i) it will deliver to each purchaser of the Offered Notes, at or prior to the Time of Sale, a copyof the Time of Sale Information, as then amended or supplemented, (ii) prior to any sale of the Offered Notes to an Institutional Accredited Investor that it does not reasonably believe is a QIB who is a Qualified Purchaser, it will receivefrom such Institutional Accredited Investor a written certification in substantially the form attached as Exhibit D-1 to the Indenture and (iii) prior to any sale of the Offered Notes to an investor in a denomination of less than $250,000, itwill receive an Initial Transferee Certification in the form agreed upon on the date hereof. 

 

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(c) The Initial Purchaser hereby represents that it is duly authorized and possesses therequisite corporate power to enter into this Agreement. 

(d) The Initial Purchaser hereby represents there is no action, suitor proceeding pending against or, to the knowledge of the Initial Purchaser, threatened against or affecting, the Initial Purchaser before any court or arbitrator or any government body, agency, or official which could reasonably be expected tomaterially adversely affect the ability of the Initial Purchaser to perform its obligations under this Agreement. 

(e) TheInitial Purchaser hereby represents and agrees that all offers and sales of the Offered Notes by it to non–United States persons, prior to the expiration of the Distribution Compliance Period, will be made only in accordance with the provisionsof Rule 903 or Rule 904 of Regulation S (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficialownership interest in a Global Note, as contemplated in the Indenture) and only upon receipt of certification of beneficial ownership of the securities by a non–United States person in the form provided in the Indenture. For this purpose, theterm “Distribution Compliance Period” is defined as such term is defined in Regulation S and the term “United States person” is defined as such term is defined for purposes of Treas. Reg. §1.163–5(c)(2)(i)(D).

(f) The Initial Purchaser hereby represents that it (i) has not offered or sold, and it will not offer or sell, anyOffered Notes to any Person in the United Kingdom except to (A) investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and investmentpersonnel of the foregoing, (B) persons who fall within any of the categories of persons described in Articles 49(2)(A) to 49(2)(E) of the Order (high net worth companies, unincorporated associations, etc.) and investment personnel of theforegoing and (C) any person to whom it may otherwise lawfully be made, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of Section 102B of theFinancial Services and Markets Act 2000 (the “FSMA”); (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Offered Notes in, from or otherwiseinvolving the United Kingdom; and (iii) has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the FSMA) received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust, or to persons to whom such communication may otherwiselawfully be made. 

(g) In relation to each Member State of the European Economic Area which has implemented the ProspectusDirective (as defined below) (each, a “Relevant Member State”), the Initial Purchaser hereby represents and agrees that effective from and including the date on which the Prospectus Directive is implemented in that Relevant MemberState (the “Relevant Implementation Date”) it has not made and will not make an offer of the Offered Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Offered Notes whichhas been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the ProspectusDirective, except that it may, effective from and including the Relevant Implementation Date, make an offer of the Offered Notes to the public in that Relevant Member State at any time: 

(i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized orregulated, whose corporate purpose is solely to invest in securities: 

 

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(ii) to any legal entity which has two or more of (1) an average of atleast 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated financial statements; or

(iii) in any other circumstances which do not require the publication by the issuer of a prospectus pursuantto Article 3 of the Prospectus Directive. 

For the purposes of this Section 5(g), the expression “offer ofOffered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes so as to enable aninvestor to decide to purchase or subscribe the Offered Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” meansDirective 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. 

**Section 6. CertainAgreements of the Company.**

The Company covenants and agrees with the Initial Purchaser as follows: 

(a) If, at any time prior to the 90th day following the Closing Date, any event involving the Company shall occur as a result of which theFinal Memorandum (as then amended or supplemented) would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, notmisleading, the Company will immediately notify the Initial Purchaser and prepare and furnish to the Initial Purchaser an amendment or supplement to the Final Memorandum that will correct such statement or omission. The Company will not at any timeamend or supplement the Final Memorandum (i) prior to having furnished the Initial Purchaser with a copy of the proposed form of the amendment or supplement and giving the Initial Purchaser a reasonable opportunity to review the same or(ii) in a manner to which the Initial Purchaser or its counsel shall object. 

(b) During the period referred to inSection 6(a), the Company will furnish to the Initial Purchaser, without charge, copies of the Final Memorandum (including all exhibits and documents incorporated by reference therein), the Transaction Documents, and all amendments orsupplements to such documents, in each case, as soon as reasonably available and in such quantities as the Initial Purchaser may from time to time reasonably request. 

 

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(c) At all times during the course of the private placement contemplated hereby and prior tothe Closing Date, (i) the Company will make available to each offeree the Additional Offering Documents and such information concerning any other relevant matters as it or any of its affiliates possess or can acquire without unreasonable effortor expense, as determined in good faith by it or such affiliate, as applicable, (ii) the Company will provide each offeree the opportunity to ask questions of, and receive answers from, it concerning the terms and conditions of the offering andto obtain any additional information, to the extent it or any of its affiliates possess such information or can acquire it without unreasonable effort or expense (as determined in good faith by it or such affiliate, as applicable), necessary toverify the accuracy of the information furnished to the offeree, (iii) the Company will not publish or disseminate any material in connection with the offering of the Offered Notes except as contemplated herein or as consented to by the InitialPurchaser or in connection with the Company’s disclosure obligations under the Exchange Act, provided that no such disclosure under the Exchange Act would result in a requirement that the offering of the Notes be registered under §5 of theSecurities Act, (iv) the Company will advise the Initial Purchaser promptly of the receipt by the Company of any communication from the SEC or any state securities authority concerning the offering or sale of the Offered Notes, (v) theCompany will advise the Initial Purchaser promptly of the commencement of any lawsuit or proceeding to which the Company is a party relating to the offering or sale of the Offered Notes, and (vi) the Company will advise the Initial Purchaser ofthe suspension of the qualification of the Offered Notes for offering or sale in any jurisdiction, or the initiation or threat of any procedure for any such purpose. 

(d) The Company will furnish, upon the written request of any Noteholder or of any owner of a beneficial interest in a Note, such information as is specified in paragraph (d)(4) of Rule 144A under theSecurities Act (i) to such Noteholder or beneficial owner, (ii) to a prospective purchaser of such Note or interest therein who is a QIB and a Qualified Purchaser designated by such Noteholder or beneficial owner, or (iii) to theTrustee for delivery to such Noteholder, beneficial owner or prospective purchaser, in order to permit compliance by such Noteholder or beneficial owner with Rule 144A in connection with the resale of such Note or beneficial interest therein by suchholder or beneficial owner in reliance on Rule 144A unless, at the time of such request, the Trust is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 or is exempt from such reportingrequirements pursuant to and in compliance with Rule 12g3-2(b). 

(e) Except as otherwise provided in the Indenture, eachOffered Note will contain a legend to the effect set forth in the Final Memorandum. 

(f) In connection with the application tolist the Offered Notes on the Irish Stock Exchange, the Company will furnish from time to time any and all documents, instruments, information and commercially reasonable undertakings and publish all advertisements or other material that may benecessary in order to effect such listing and use commercially reasonable efforts to maintain such listing until none of such Notes is outstanding or until such time as payment of principal, interest and any additional amounts (if any) in respect ofall such Notes have been duly provided for, whichever is earlier; *provided* that if such listing can no longer be reasonably maintained, the Company will use its commercially reasonable efforts to obtain and maintain the quotation for, orlisting of, such Notes on such other stock exchange or exchanges in the European Union as the Initial Purchaser may reasonably request. 

 

12 

(g) Neither the Company nor any of its affiliates or any other Person acting on their behalfshall engage, in connection with the offer and sale of the Offered Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act, including, but not limited to, thefollowing: 

(i) any advertisement, article, notice or other communication published in any newspaper, magazineor similar medium or broadcast over television or radio; and 

(ii) any seminar or meeting whose attendees havebeen invited by any general solicitation or general advertising. 

(h) The Company shall not solicit any offer to buy from oroffer to sell or sell to any Person any Offered Notes, except through the Initial Purchaser or with the consent of the Initial Purchaser and/or as otherwise specified in the Indenture at any time prior to the Closing Date; on or prior to the ClosingDate, the Company shall not publish or disseminate any material other than the Additional Offering Documents consented to by the Initial Purchaser, the Time of Sale Information and the Final Memorandum in connection with the offer or sale of theOffered Notes as contemplated by this Agreement, unless the Initial Purchaser shall have consented to the use thereof; if the Company makes any press release including “tombstone” announcements, in connection with the TransactionDocuments, it shall permit the Initial Purchaser to review and approve such release in advance. 

(i) The Company shall nottake, or permit or cause any of its affiliates to take, any action whatsoever which would have the effect of requiring the registration, under the Securities Act, of the offer or sale of the Notes contemplated by the Time of Sale Information.

(j) The Company shall not take, directly or indirectly, any action designed to or which has constituted or which mightreasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any Offered Note to facilitate the sale or resale of the Offered Notes. 

(k) The Company shall apply the net proceeds from the sale of the Notes as set forth in the Final Memorandum under the heading “Use ofProceeds”. 

**Section 7. Conditions of the Initial Purchaser Obligations.**

The obligations of the Initial Purchaser to purchase the Offered Notes on the Closing Date will be subject to the accuracy, in all materialrespects, of the representations and warranties of the Company herein, to the performance, in all material respects, by the Company of its obligations hereunder and to the following additional conditions precedent: 

(a) The Offered Notes shall have been duly authorized, executed, authenticated, delivered and issued, the Transaction Documents shall havebeen duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect, and the Required Loan Documents in respect of the Loans shall have been delivered to the Trustee pursuant to and as required by theSale and Servicing Agreement. 

 

13 

(b) The Initial Purchaser shall have received a certificate, dated as of the Closing Date,of the President, Chief Executive Officer, Chief Financial Officer, Treasurer or any Managing Director of the Company to the effect that such officer has carefully examined this Agreement, the Final Memorandum and the Transaction Documents and that,to the best of such officer’s knowledge (i) since the date information is given in the Final Memorandum, there has not been any material adverse change in the condition, financial or otherwise, or in the earnings, results of operations,business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, or the ability of the Company, the Trust Depositor or the Trust to perform its obligations hereunder or under the Transaction Documentsor in the characteristics of the Loans except as contemplated by the Final Memorandum, (ii) the representations and warranties of the Company set forth herein are true and correct in all material respects as of the Closing Date, as though suchrepresentations and warranties had been made on and as of such date, (iii) each of the Company, the Trust Depositor and the Trust has complied in all material respects with all agreements and satisfied all conditions on its part to be performedor satisfied hereunder and under the other Transaction Documents, at or prior to the Closing Date, (iv) the representations and warranties of the Company, the Trust Depositor and the Trust in the other Transaction Documents are true and correctin all material respects, as of the Closing Date, as though such representations and warranties had been made on and as of such date, and (v) nothing has come to the attention of such officer that would lead such officer to believe that(A) the Time of Sale Information, as of the Time of Sale, contained any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they weremade, not misleading, and (B) the Final Memorandum, as of its date and as of the Closing Date, or any Additional Offering Document, as of its respective date, contained or contains an untrue statement of a material fact or omits to state anymaterial fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 

(c) The Class A Notes shall have been rated no less than “Aaa” by Moody’s, the Class B Notes shall have been rated no less than “A2” by Moody’s, such ratings shall nothave been rescinded, and no public announcement shall have been made by Moody’s that any ratings of the Offered Notes have been placed under review. 

(d) On the date of the Final Memorandum, KPMG International shall have furnished to the Initial Purchaser an “agreed upon procedures” letter, dated the date of delivery thereof, in form andsubstance satisfactory to the Initial Purchaser, with respect to certain financial and statistical information contained in the Final Memorandum. 

(e) The Initial Purchaser shall have received an opinion, dated the Closing Date, of in-house counsel to the Trustee, in form and substance satisfactory to the Initial Purchaser. 

(f) The Initial Purchaser shall have received legal opinions of Dechert LLP, counsel to the Company, the Trust Depositor and the Trust,(i) with respect to certain corporate, federal tax, securities law and investment company matters, in form and substance satisfactory to the Initial Purchaser and (ii) with respect to certain “true sale” and“non–consolidation” issues in form and substance satisfactory to the Initial Purchaser. 

 

14 

(g) The Initial Purchaser shall have received an opinion of Dechert LLP, counsel to theCompany and the Trust Depositor, with respect to certain “perfection issues” in form and substance satisfactory to the Initial Purchaser. 

(h) The Initial Purchaser shall have received opinions of Pepper Hamilton LLP, counsel to the Owner Trustee and the Trust, with respect to certain trust matters and with respect to certain“perfection issues,” in each case, in form and substance satisfactory to the Initial Purchaser. 

(i) The InitialPurchaser shall have received from the Trustee a certificate signed by one or more duly authorized officers of the Trustee, dated the Closing Date, in customary form. 

(j) The Initial Purchaser shall have received from the Owner Trustee, a certificate signed by one or more duly authorized officers of the Owner Trustee, dated the Closing Date, in customary form.

(k) The Company shall have furnished to the Initial Purchaser and its counsel such further information, certificates anddocuments as the Initial Purchaser and its counsel may reasonably have requested, and all proceedings in connection with the transactions contemplated by this Agreement, the other Transaction Documents and all documents incident hereto shall be inall material respects reasonably satisfactory in form and substance to the Initial Purchaser and its counsel. 

(l) Alldocuments incident hereto and to the other Transaction Documents shall be reasonably satisfactory in form and substance to the Initial Purchaser and its counsel. 

If any of the conditions specified in this Section 7 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificatesmentioned above shall not be in all material respects reasonably satisfactory in form and substance to the Initial Purchaser, this Agreement and all of the Initial Purchaser’s obligations hereunder may be canceled by the Initial Purchaser at orprior to delivery of and payment for the Offered Notes. Notice of such cancellation shall be given to the Company in writing, or by telephone or facsimile confirmed in writing. 

**Section 8. Indemnification and Contribution.**

(a) The Company and the Trust, jointly and severally (each an “indemnifying party” as such term is used in this Agreement), shall indemnify and hold harmless the Initial Purchaser (whetheracting as Initial Purchaser or as placement agent with respect to any of the Offered Notes), its officers, directors, employees, agents and each person, if any, who controls the Initial Purchaser within the meaning of either the Securities Act orthe Exchange Act and the affiliates of the Initial Purchaser (each an “indemnified party” as such term is used in this Agreement) from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof,to which any indemnified party may become subject, under the Securities Act or Exchange Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement of amaterial fact contained in any Memorandum, any Additional Offering Document or the Time of Sale Information or arises out of, or is based upon, the omission or alleged omission to state therein a material fact required to be stated therein ornecessary to make the

 

15 

statements therein in light of the circumstances under which they were made not misleading, and shall reimburse any such indemnified party for any legal and other expenses reasonably incurred bysuch indemnified party in investigating or defending or preparing to defend against any such loss, claim, damage, liability or action; *provided*, *however*, that the indemnifying parties shall not be liable to any suchindemnified party in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Time of SaleInformation, any Memorandum or any Additional Offering Document in reliance upon and in conformity with written information furnished to the Company by such indemnified party specifically for inclusion therein; *provided*,*further*, that the foregoing indemnity shall not inure to the benefit of any indemnified party from whom the person asserting any such loss, claim, damage or liability purchased the Offered Notes which are the subject thereof if theindemnified party sold Offered Notes to or placed Offered Notes with the person alleging such loss, claim, damage or liability without sending or giving a copy of the Time of Sale Information at or prior to the confirmation of the sale of theOffered Notes, if the Company shall have previously furnished copies thereof to such indemnified party and the loss, claim, damage or liability of such person results from an untrue statement or omission of a material fact contained in thePreliminary Memorandum which was corrected in the Time of Sale Information. The foregoing indemnity is in addition to any liability that the indemnifying parties may otherwise have to any indemnified party. The indemnifying parties acknowledge thatthe statements set forth in the Time of Sale Information and the Final Memorandum (x) under the caption: “Plan of Distribution” (but solely the second, third, fourth, sixth, seventh and penultimate paragraph under such caption) of theFinal Memorandum and (y) relating to Wells Fargo Securities, LLC in the last sentence of the first full paragraph on page iv of the Final Memorandum constitute the only written information furnished to the Company by or on behalf of theindemnified parties specifically for inclusion in the Time of Sale Information, any Memorandum or any Additional Offering Document. 

(b) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifyingparty under this Section 8, notify such indemnifying party in writing of the claim or commencement of that action, *provided*, *however*, that the failure to notify an indemnifying party shall not relieve suchindemnifying party from any liability that it may have to an indemnified party under this Section 8, except to the extent that such indemnifying party has been materially prejudiced by such failure and, *provided*,*further*, that the failure to notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have to an indemnified party otherwise than under this Section 8. If any such claim oraction shall be brought against an indemnified party, and it shall notify an indemnifying party thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notifiedindemnifying party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. After notice from any such indemnifying party or parties to the indemnified party or parties of its or their election to assume thedefense of such claim or action, any such indemnifying party or parties shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party or parties inconnection with the defense thereof; *provided* that the indemnified party seeking such indemnity shall have the right to employ counsel to represent it and any other indemnified party who may be subject to liability arising out of anyclaim or action in respect of

 

16 

which indemnity may be sought by an indemnified party against an indemnifying party under this Section 8, if (i) in the reasonable judgment of such indemnified party, there maybe legal defenses available to it and any other indemnified party different from or in addition to those available to the Company or the Trust, or there is a conflict of interest between it and any other indemnified party, on one hand, and theCompany or the Trust, on the other, or (ii) the Company or the Trust shall fail to select counsel reasonably satisfactory to such indemnified party or parties, and in such event the fees and expenses of such separate counsel shall be paid bythe Company and the Trust. In no event shall the Company or the Trust be liable for the fees and expenses of more than one separate firm of attorneys for all indemnified parties in connection with any other action or separate but similar or relatedactions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding inrespect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) does not include a statement as to, or admission of, fault, culpability ora failure to act by or on behalf of any such indemnified party, and (ii) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 

(c) If the indemnification provided for in Section 8 shall for any reason be unavailable to an indemnified party undersubsection 8(a) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amountpaid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Truston the one hand (without duplication) and the Initial Purchaser on the other from the offering and sale of the Offered Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in suchproportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Trust on the one hand and the Initial Purchaser on the other with respect to thestatements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Trust on the one hand(without duplication) and the Initial Purchaser on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering and sale of the Offered Notes (before deducting expenses) received bythe Company and the Trust bear (without duplication) to the total fees actually received by the Initial Purchaser with respect to such offering and sale. The relative fault shall be determined by reference to whether the untrue or alleged untruestatement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company and the Trust or by the Initial Purchaser, the intent of the parties and their relative knowledge, access toinformation and opportunity to correct or prevent such statement or omission. The Company, the Trust and the Initial Purchaser agree that it would not be just and equitable if contributions pursuant to this subsection 8(c) were to bedetermined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage orliability, or action in respect thereof, referred to above in this subsection 8(c) shall be deemed to include, for purposes of this subsection 8(c), any legal or

 

17 

other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection 8(c),the Initial Purchaser shall not be required to contribute any amount in excess of the aggregate fee actually paid to the Initial Purchaser with respect to the offering of the Offered Notes. No person guilty of fraudulent misrepresentation (withinthe meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 

(d) The indemnity agreements contained in this Section 8 shall survive the delivery of the Offered Notes, and the provisions of this Section 8 shall remain in full force andeffect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

**Section 9. Termination.**

This Agreement shall be subject totermination in the absolute discretion of the Initial Purchaser, by notice given to the Company prior to delivery of and payment for the Offered Notes, if prior to such time (i) trading in securities generally in the New York Stock Exchange orthe Irish Stock Exchange shall have been suspended or materially limited or any setting of minimum prices for trading on such exchange shall have occurred, (ii) there shall have been, since the respective dates as of which information is givenin the Time of Sale Information or the Final Memorandum, any material adverse change in the condition, financial or otherwise, or in the properties (including, without limitation, the Loans) or the earnings, business affairs or business prospects ofthe Company, whether or not arising in the ordinary course of business; (iii) a general moratorium on commercial banking activities in New York shall have been declared by either U.S. federal or New York State authorities, or (iv) thereshall have occurred any material outbreak or escalation of hostilities or other calamity or crises the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Initial Purchaser,impracticable or inadvisable to market the Offered Notes on the terms and in the manner contemplated by each Memorandum as amended or supplemented. 

**Section 10. Severability Clause.**

Any part, provision,representation, or warranty of this Agreement which is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidatingthe remaining provisions hereof. 

**Section 11. Notices.**

All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given ifpersonally delivered at or mailed by overnight mail, certified mail or registered mail, postage prepaid and effective only upon receipt and if sent to the Initial Purchaser, will be delivered to Wells Fargo Securities, LLC, 301 South College Street,8th Floor, Charlotte, North Carolina 28288, Attention:Asset-Backed Finance – NewStar Commercial Loan Trust 2009-1; or if sent to the Company, the Trust Depositor or the Trust will be delivered to such party c/o Newstar Financial, Inc., 500 Boylston Street, Boston, Massachusetts 02116, Attention:Brian Forde Re: NewStar Commercial Loan Trust 2009-1, facsimile (617) 848-4300. 

 

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**Section 12. Representations and Indemnities to Survive.**

The respective agreements, representations, warranties, indemnities and other statements of the Company, the Trust Depositor, the Trust andtheir respective officers and of the Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchaser, the Company, the TrustDepositor, the Trust or any indemnified party referred to in Section 8 of this Agreement, and will survive delivery of and payment for the Offered Notes. 

**Section 13. Successors.**

This Agreement will inure to the benefitof and be binding upon the parties hereto and their respective successors by merger, consolidation or acquisition of their assets substantially as an entity and each indemnified party referred to in Section 8 of this Agreement and,except as specifically set forth herein, no other person will have any right or obligation hereunder. 

**Section 14.Applicable Law.**

(a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). 

(b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEKTO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(b). 

(c) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE UNITED STATES FOR THE SOUTHERNDISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON–EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH SUCH PARTY IRREVOCABLY WAIVES ANY OBJECTION,INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATEDHERETO. 

 

19 

**Section 15. Counterparts, Etc.**

This Agreement supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof. Neither thisAgreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. This Agreement may be signed in any number ofcounterparts each of which shall be deemed an original, which taken together shall constitute one and the same instrument. 

**Section 16. Limitation of Liability.**

Notwithstanding any other provision herein or elsewhere, thisAgreement has been executed and delivered on behalf of the Trust by Wilmington Trust Company, not in its individual capacity, but solely in its capacity as Owner Trustee of the Trust, in no event shall Wilmington Trust Company or the Owner Trusteehave any liability in respect of the representations, warranties, or obligations of the Trust hereunder or under any other document, as to all of which recourse shall be had solely to the assets of the Trust, and for all purposes of this Agreementand each other document the Owner Trustee and Wilmington Trust Company, shall be entitled to the benefits of the Trust Agreement. The provisions of this Section 16 shall survive any termination of this Agreement. 

**Section 17. No Petition; Limited Recourse.**

(a) The Initial Purchaser covenants and agrees that, prior to the date that is one year and one day (or such longer preference period as shall then be in effect) after the payment in full of each Class ofNotes rated by any Rating Agency, it will not institute against the Trust or the Trust Depositor or join any other Person in instituting against the Trust or the Trust Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidationproceedings or other similar proceedings under the laws of the United States or any state of the United States. 

(b)Notwithstanding anything to the contrary herein, the obligations of the Trust and the Trust Depositor hereunder are limited recourse obligations of the Trust and the Trust Depositor, respectively, payable solely from the Collateral securing theNotes, and following the exhaustion of such Collateral, any claims of the Initial Purchaser hereunder against the Trust or the Trust Depositor shall be extinguished. All payments by the Trust or the Trust Depositor to the Initial Purchaser hereundershall be made subject to and in accordance with the Priority of Payments set forth in Section 7.05 of the Sale and Servicing Agreement. 

(c) This Section 17 will survive the termination of this Agreement. 

 

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**Section 18. Arm’s-Length Transaction; Other Transactions.**

(a) Each of the Company, the Trust Depositor and the Trust acknowledges and agrees that (i) the purchase and sale of the Offered Notespursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discounts and commissions, is an arm’s-length commercial transaction between the Trust, on the one hand, and the InitialPurchaser, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, the Initial Purchaser is and has been acting solely as a principal and is not an agent or fiduciary of theTrust, the Company or the Trust Depositor or any of their respective equity holders, creditors, employees or any other party, (iii) the Initial Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor ofthe Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Initial Purchaser has advised or is currently advising any of the Trust, the Company or theTrust Depositor on other matters) and the Initial Purchaser has no obligation to any of the Trust, the Company or the Trust Depositor with respect to the offering contemplated hereby, except the obligations expressly set forth in this Agreement, and(iv) the Initial Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Trust, the Company and the Trust Depositor has consulted its own legal, accounting,regulatory and tax advisors to the extent it deemed appropriate. 

(b) Each of the Company, the Trust Depositor and the Trustacknowledges and agrees that the Initial Purchaser and its Affiliates may presently have and may in the future have investment and commercial banking, trust and other relationships with parties other than the Company, the Trust Depositor and theTrust, which parties may have interests with respect to the purchase and sale of the Offered Notes. Although the Initial Purchaser in the course of such other relationships may acquire information about the purchase and sale of the Offered Notes,potential purchasers of the Offered Notes or such other parties, the Initial Purchaser shall not have any obligation to disclose such information to any of the Company, the Trust Depositor or the Trust. Furthermore, each of the Company, the TrustDepositor and the Trust acknowledges that the Initial Purchaser may have fiduciary or other relationships whereby the Initial Purchaser may exercise voting power over securities of various persons, which securities may from time to time includesecurities of any of the Company, the Trust Depositor or the Trust or their respective Affiliates or of potential purchasers. Each of the Company, the Trust Depositor and the Trust acknowledges that the Initial Purchaser may exercise such powers andotherwise perform any functions in connection with such fiduciary or other relationships without regard to its relationship to the Company, the Trust Depositor or the Trust hereunder. 

**[REST OF PAGE INTENTIONALLY LEFT BLANK]**

 

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If the foregoing is in accordance with your understanding of our agreement, please sign andreturn to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Trust Depositor, the Trust and the Initial Purchaser. 

 
Very truly yours,**NEWSTAR FINANCIAL, INC.**By: /S/    JOHN KIRBYBRAY        
Name:
 **John Kirby Bray**
Title:
 **Chief Financial Officer****NEWSTAR COMMERCIAL LOAN LLC 2009-1**By: 
NewStar Financial, Inc., its designated

manager
By: /S/    JOHN KIRBYBRAY        
Name:
 **John Kirby Bray**
Title:
 **Chief Financial Officer****NEWSTAR COMMERCIAL LOAN TRUST 2009-1**By: 
**WILMINGTON TRUST COMPANY,** not

in its individual capacity but solely as

Owner Trustee on behalf of the Trust
By: /S/    YVETTE L.HOWELL        
Name:
 **Yvette L. Howell**
Title:
 **Financial Services Officer**
NewStar Trust 2009-1 

Purchase Agreement 

 

S-1 

The foregoing Agreement is hereby confirmed and

accepted as of the date first above written.

**WELLS FARGO SECURITIES, LLC**,

as the Initial Purchaser
By: /S/    MARY KATHERINEDUBOSE        Name: **Mary Katherine DuBose**Title: **Managing Director**
NewStar Trust 2009-1 

Purchase Agreement 

 

S-2 

**SCHEDULE I**

 

**Class of Notes**
  **Principal Amount**
A
  $148,500,000
B
  $ 42,000,000

**SCHEDULE II**

TIME OF SALE INFORMATION 

NewStar Commercial Loan Trust2009-1 **Priced** 144A/Reg S 

 

**CLS**
  **SIZE**  **WAL**  
**RATING**
  **COUPON**  **PRICE** 
A
  $148,500,000  2.31 yrs  Aaa  LIBOR + 3.75%  100% 
B
  $ 42,000,000  3.92 yrs  A2  LIBOR + 5.00%  91.85405%