D
[Reserved]
EXHIBIT E-1
Form of Officer's Certificate to Solvency (NewStar DB Term
Funding LLC) EXHIBIT E-2
Form of Officer's Certificate to Solvency (NewStar
Financial, Inc.) EXHIBIT F-1
Form of Officer's Closing Certificate (NewStar
DB Term Funding LLC) EXHIBIT F-2
Form of Officer's Closing Certificate
(NewStar Financial, Inc.) EXHIBIT G-1
Form of Power of Attorney (NewStar DB
Term Funding 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 Assignment of Mortgage EXHIBIT J
Form of Servicer's Certificate EXHIBIT K
Form of Transferee Letter EXHIBIT L
Form of Joinder Supplement EXHIBIT M
Form of Master Participation Agreement SCHEDULES SCHEDULE I
Condition
Precedent Documents SCHEDULE II
Concentration Account Bank and Concentration
Account SCHEDULE III
Location of Required Loan Documents SCHEDULE IV
Loan
List SCHEDULE V
Moody's RiskCalc Calculation SCHEDULE VI
Credit and
Collection Policy SCHEDULE VII
Diversity Score Table SCHEDULE VIII
Moody's
Industry Classification Group SCHEDULE IX
Agreed-Upon Procedures For
Independent Public Accountants SCHEDULE X
Advance Rate Matrices SCHEDULE XI
Servicer Mapped Rating Criteria SCHEDULE XII
Amortization Advance Rate
v
LOAN AND SERVICING AGREEMENT
THIS LOAN AND SERVICING AGREEMENT (such agreement as amended, modified, waived,
supplemented, restated or replaced from time to time, the "Agreement") is made
as of this November 7, 2007, by and among:
(1) NEWSTAR DB TERM FUNDING LLC, a Delaware limited liability company, as the
Borrower (together with its successors and assigns in such capacity, the
"Borrower");
(2) NEWSTAR FINANCIAL, INC., a Delaware corporation, 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
"Servicer");
(3) EACH OF THE CONDUIT LENDERS FROM TIME TO TIME PARTY HERETO, as a Conduit
Lender;
(4) EACH OF THE INSTITUTIONAL LENDERS FROM TIME TO TIME PARTY HERETO, as an
Institutional Lender (together with the Conduit Lenders, the "Lenders";
(5) EACH OF THE LENDER AGENTS FROM TIME TO TIME PARTY HERETO, as a Lender Agent;
(6) DEUTSCHE BANK AG, NEW YORK BRANCH ("Deutsche Bank"), as the administrative
agent (together with its successors and assigns in such capacity, the
"Administrative Agent");
(7) 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
(8) LYON FINANCIAL SERVICES, INC. ("Lyon"), a Minnesota corporation, doing
business as U.S. Bank Portfolio Services, not in its individual capacity but as
the backup servicer (together with its successors and assigns in such capacity,
the "Backup Servicer").
R E C I T A L S
WHEREAS, the Borrower has acquired, and may from time to time continue to
acquire, certain Loans from the Originator pursuant to the Sale Agreement;
WHEREAS, the Borrower is prepared to grant security interests in all of its
assets, including the Loans and related security with respect thereto and the
proceeds thereof to the Trustee, for