14.11
Custodian on Agent of Trustee
172
v
EXHIBITS
EXHIBIT A-1
Form of Borrowing Notice (Advance Request)
EXHIBIT A-2
Form of Repayment Notice (Reduction of Advances Outstanding/Facility Amount)
EXHIBIT A-3
Form of Borrowing Notice (Reinvestment of Principal Collections)
EXHIBIT A-4
Form of Borrowing Notice (Unfunded Exposure Account Disbursement)
EXHIBIT A-5
Form of Borrowing Base Certificate
EXHIBIT B
Form of Variable Funding Note (VFN)
EXHIBIT C
[Reserved]
EXHIBIT D
Form of Joinder Supplement
EXHIBIT E-1
Form of Officer's Certificate to Solvency (NewStar Warehouse Funding I LLC)
EXHIBIT E-2
Form of Officer's Certificate to Solvency (NewStar Financial, Inc.)
EXHIBIT F-1
Form of Officer's Closing Certificate (NewStar Warehouse Funding I LLC)
EXHIBIT F-2
Form of Officer's Closing Certificate (NewStar Financial, Inc.)
EXHIBIT G-1
Form of Power of Attorney (NewStar Warehouse Funding I LLC)
EXHIBIT G-2
Form of Power of Attorney (NewStar Financial, Inc.)
EXHIBIT H
Form of Release of Required Loan Documents
EXHIBIT I
Form of Collateral Manager's Certificate
EXHIBIT J
Form of Transferee Letter
SCHEDULES
SCHEDULE I
Condition Precedent Documents
SCHEDULE II
Concentration Account Bank and Concentration Account
SCHEDULE III
Location of Required Loan Documents
SCHEDULE IV
Credit and Collection Policy
SCHEDULE V
Moody's Industry Classification Groups
SCHEDULE VI
Moody's RiskCalc
SCHEDULE VII
Asset Quality Matrix
SCHEDULE VIII
Concentration Limits
ANNEXES
ANNEX A
Addresses
vi
LOAN AND SERVICING AGREEMENT
THIS LOAN AND SERVICING AGREEMENT (as amended, modified, waived, supplemented,
restated or replaced from time to time, the "Agreement") is made as of this May
5, 2015, by and among:
(1)
NEWSTAR WAREHOUSE FUNDING I LLC, a Delaware limited liability company, as
the seller (together with its successors and assigns in such capacity, the
"Borrower");
(2)
NEWSTAR FINANCIAL, INC., a Delaware corporation (the "Company"), as the
originator (together with its successors and assigns in such capacity, the
"Originator"), and as the servicer (together with its successors and assigns in
such capacity, the "Collateral Manager");
(3)
CITIBANK, N.A., a national banking association (together with its
successors and assigns, "Citibank"), as a Lender;
(4)
EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (each, together with
its successors and assigns in such capacity, a "Lender" and collectively, the
"Lenders");
(5)
CITIBANK, as the administrative agent (together with its successors and
assigns in such capacity, the "Administrative Agent"); and
(6)
U.S. BANK NATIONAL ASSOCIATION, a national banking association (together
with its successors and assigns, "US Bank"), not in its individual capacity but
as the trustee (together with its successors and assigns in such capacity, the
"Trustee") and as the custodian (together with its successors and assigns in
such capacity, the "Custodian").
R E C I T A L S
WHEREAS, , the Borrower desires that the Lenders make advances on a revolving
basis to the Borrower on the terms and subject to the conditions set forth in
this Agreement;
WHEREAS, each Lender is willing to make such advances to the Borrower on the
terms and subject to the conditions set forth in this Agreement; and
WHEREAS, all other conditions precedent to the execution