0001193125-07-175777 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 8th, 2007 • NewStar Financial, Inc. • Finance lessors • New York

This Assignment and Assumption Agreement (this “Agreement”) is entered into as of June 29, 2007, by and between NewStar Structured Finance Opportunities, LLC, a Delaware limited liability company (the “Assignor”), and NewStar Structured Finance Opportunities II, LLC, a Delaware limited liability company (the “Assignee”).

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AMENDMENT NO. 9 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT (VFCCTransaction with Newstar CP Funding LLC)
Sale and Servicing Agreement • August 8th, 2007 • NewStar Financial, Inc. • Finance lessors • New York

THIS AMENDMENT NO. 9 TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of August 8, 2007 (this “Amendment”), is entered into in connection with that certain Amended and Restated Sale and Servicing Agreement, dated as of April 5, 2006 (such agreement as amended, modified, supplemented, waived or restated from time to time, the “Agreement”), by and among NEWSTAR CP FUNDING LLC, a Delaware limited liability company, as the seller (together with its successors and assigns in such capacity, the “Seller”), NEWSTAR FINANCIAL INC., a Delaware corporation (together with its successors and assigns, 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 “Servicer”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, “Wachovia”), as the swingline purchaser (together with its success

FIFTH AMENDMENT TO SECURED LOAN AND SERVICING AGREEMENT
Secured Loan and Servicing Agreement • August 8th, 2007 • NewStar Financial, Inc. • Finance lessors • New York

THIS FIFTH AMENDMENT, dated as of August 8, 2007 (this “Amendment”), is entered into in connection with that certain Secured Loan and Servicing Agreement, dated as of August 26, 2005 (as amended, supplemented, restated or replaced from time to time, the “Secured Loan and Servicing Agreement”), by and among NewStar Short-Term Funding LLC, as the borrower (together with its successors and assigns in such capacity, the “Borrower”), NewStar Financial, Inc., 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”), MMP-5 Funding, LLC, as the lender (together with its successors and assigns in such capacity, the “Lender”), NATIXIS Financial Products Inc., as the Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and U.S. Bank National Association, as the trustee (together with its successors and assig

Contract
NewStar Financial, Inc. • August 8th, 2007 • Finance lessors • New York

AMENDMENT NO. 3 dated as of June 29, 2007 (this “Amendment No. 3”) among NewStar Structured Finance Opportunities II, LLC (the “Issuer”), NewStar Financial, Inc., as limited recourse provider (the “Limited Recourse Provider”), MMP-5 Funding, LLC, Fenway Capital, LLC, Fenway Funding, LLC, Natixis Financial Products Inc., as agent for the Investors (in such capacity, together with its successors in such capacity, the “Investor Agent”) and U.S. Bank National Association, as trustee (in such capacity, together with its successors and assigns, the “Trustee”).

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