RESPECTIVE AFFILIATES AND PARTICIPANTS, AND THEIR
PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS,
FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH SERVICER OR BORROWER MAY NOW OR HEREAFTER HAVE
AGAINST LENDERS, AGENT, TRUSTEE, OR THEIR RESPECTIVE PREDECESSORS, AGENTS,
OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE
OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR
REGULATIONS, OR OTHERWISE, AND ARISING FROM THE LIABILITIES, THE EXERCISE OF ANY
RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOAN DOCUMENTS, AND
NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT. EACH OF SERVICER AND BORROWER
HEREBY COVENANTS AND AGREES NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN
EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR
PROSECUTION OF ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR
DEMANDS OF ANY NATURE AGAINST LENDERS, AGENT, TRUSTEE, THEIR RESPECTIVE
AFFILIATES AND PARTICIPANTS, OR THEIR RESPECTIVE SUCCESSORS, AGENTS, ATTORNEYS,
OFFICERS, DIRECTORS, EMPLOYEES, AND PERSONAL AND LEGAL REPRESENTATIVES ARISING
ON OR BEFORE THE DATE HEREOF OUT OF OR RELATED TO LENDERS', AGENT'S, OR
TRUSTEE'S ACTIONS, OMISSIONS, STATEMENTS, REQUESTS OR DEMANDS IN ADMINISTERING,
ENFORCING, MONITORING, COLLECTING OR ATTEMPTING TO COLLECT THE OBLIGATIONS OF
BORROWER TO LENDERS AND AGENT, WHICH OBLIGATIONS ARE EVIDENCED BY THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
[Remainder of page intentionally left blank with signature pages immediately to
follow]
SECOND AMENDMENT TO
LOAN AND SECURITY AGREEMENT
DA-3333522
Exhibit 10(b)(17)(c)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered as of the date first above written.
BORROWER:
NEWSTAR BUSINESS FUNDING 2012-1, LLC, a Delaware limited liability company, as
Borrower
By:
NEWSTAR FINANCIAL, INC.,
its designated manager
By: /s/_JOHN KIRBY BRAY_______
Name: ___John Kirby Bray___________
Title: ___Chief Financial Officer______
SERVICER:
NEWSTAR BUSINESS CREDIT, LLC, a Delaware limited liability company, as initial
Servicer
By:
NEWSTAR FINANCIAL, INC.,
its sole member
By: /s/_JOHN KIRBY BRAY_______
Name: ___John Kirby Bray___________
Title: ___Chief Financial Officer______
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as initial
Trustee and Collection Account Bank
By:
/s/ TOBY ROBILLARD________
Name:
__Toby Robillard_____________
Title:
__Vice President______________
AGENT:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as Agent, Issuing Bank, Swing Lender, and as a
Lender
By:
/s/ CANDICE C. BROOKS____
Name:
Candice C. Brooks
Title:
Vice President
[continued on next page]
LENDER:
RBS CITIZENS BUSINESS CAPITAL, a division of RBS Asset Finance, Inc., as a
Lender
By:
/s/ PETER M. BENHAM____
Name:
Peter M. Benham
Title:
Senior Vice President
Reaffirmation of Guaranty
The undersigned ("Guarantor") hereby (i) consents and agrees to the terms and
provisions of the foregoing Amendment and each of the transactions contemplated
thereby and confirms and agrees that all references in the Loan Documents