12 Uses in THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS Clause

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS from Sale and Servicing Agreement

THIS AMENDMENT NO 10. AND WAIVER TO THE AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of September 28, 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 succe