identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the
respective facilities identified below and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of [the Assignor (in its capacity as a Holder)][the respective Assignors
(in their respective capacities as Holders)] against any Person, whether known
or unknown, arising under or in connection with the Note Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] "Assigned Interest"). Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.
1.
Assignor[s]:
2.
Assignee[s]:
[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Holder]]
B-1
3. Borrower: NewStar Financial, Inc.
4. Administrative Agent: Fortress Credit Corp., as the administrative agent
under the Note Agreement
5. Note Agreement: Note Agreement, dated as of January 5, 2010 (as further
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the "Note Agreement;" the terms defined therein being used herein
as therein defined), among NewStar Financial, Inc., Fortress Credit Corp., as
Administrative Agent, and the Holders from time to time party thereto.
6. Assigned Interest[s]:
Assignor[s]
Assignee[s]
Facility
Assigned
Aggregate
Amount of
Commitment/Loans
for all Holders
Amount of
Commitment
/Loans
Assigned
Percentage
Assigned of
Commitment/
Loans
$
$
%
$
$
%
$
$
%
7. [Trade Date:
]
Effective Date:
, 20
[TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR [NAME OF ASSIGNOR] By:
Title: ASSIGNEE [NAME OF ASSIGNEE] By:
Title:
B-2
[Consented to and] Accepted:
FORTRESS CREDIT CORP.,
as Administrative Agent
By:
Title: [Consented to:] NEWSTAR FINANCIAL, INC. By:
Name:
Title:
B-3
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
[
]
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is
the legal and beneficial owner of [the][[the relevant] Assigned Interest,
(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or
other adverse claim and (iii) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations