2.00% Uses in FOURTH Clause

FOURTH 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

FOURTH. to the Servicer, (a) if the Company is the Servicer, in an amount equal to any accrued and unpaid Senior Servicing Fees to the end of the preceding Collection Period, for the payment thereof, or (b) if the Company is not the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (x) TENTH, to the Servicer (but only if the Company is the Servicer), in an amount equal to any accrued and unpaid Junior Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (xi) ELEVENTH, any remaining amount shall be distributed to the Seller, provided, that the Seller shall first reimburse the Servicer for any unreimbursed amounts paid by the Servicer pursuant to Section 2.16, Section 2.17 or Section 13.9 together with interest thereon at a per annum rate of interest equal to LIBOR plus 2.00% from and including the date such payment was made to but not including the date of such reimbursement. (p) Section 2.11(a) is hereby amended by amending and restating clauses (iv) and (x) thereof and inserting a new clause (xi) as follows (in the proper numerical order): (iv) FOURTH, to the Servicer, (a) if the Company is the Servicer, in an amount equal to any accrued and unpaid Senior Servicing Fees to the end of the preceding Collection Period, for the payment thereof, or (b) if the Company is not the Servicer, in an amount equal to any accrued and unpaid Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (x) TENTH, to the Servicer (but only if the Company is the Servicer), in an amount equal to any accrued and unpaid Junior Servicing Fees to the end of the preceding Collection Period, for the payment thereof; (xi) ELEVENTH, any remaining amount shall be distributed to the Seller, provided, that the Seller shall first reimburse the Servicer for any unreimbursed amounts paid by the Servicer pursuant to Section 2.16, Section 2.17 or Section 13.9 together with interest thereon at a per annum rate of interest equal to LIBOR plus 2.00% from and including the date such payment was made to but not including the date of such reimbursement. (q) The first sentence of Section 2.15(b) is hereby amended and restated in its entirety as follows: The Servicer shall be entitled to receive a senior servicing fee (the Senior Servicing Fee) and a junior servicing fee (the Junior Servicing Fee, and together with the Senior Servicing Fee, the Servicing Fee), in arrears in respect of each Collection Period in accordance with Section 2.10(a)(iv), Section 2.11(a)(iv), Section 2.10(a)(x) and/or Section 2.11(a)(x), as applicable, which fee shall be equal to the product of (i) the applicable Servicing Fee Rate, (ii) average daily Principal Collateral Value during the immediately preceding Collection Period (which, in the case of the first Collection Period, shall commence as of the Initial Closing Date) and (iii) the actual number of days in such Collection Period divided by 360. (r) Section 6.11 is hereby amended and restated in its entirety as follows: As compensation for its servicing activities hereunder and reimbursement for its expenses, the Servicer shall be entitled to receive the Servicing Fee provided that it shall be entitled to receive such fee from Collections only to the extent of funds available therefor pursuant to the provisions of Section 2.10(a)(iv), Section 2.11(a)(iv), Section 2.10(a)(x), and/or Section 2.11(a)(x). (s) Appendix B of the Agreement is hereby amended by: (i) deleting the words other than a NIM Note from the first sentence of Section I; and (ii) deleting Section II in its entirety. (t) Section 1.1 is hereby amended by adding the following definition in proper alphabetical order: Covenant-lite Loan shall mean any Loan that (i) does not contain any financial covenants or (ii) requires the related Obligor to comply with Incurrence Covenants, but no Maintenance Covenants. Incurrence Covenant means with respect to any Loan, a covenant by the Obligor thereon to comply with one or more financial covenants only upon the occurrence of certain actions of the Obligor including, but not limited to, a debt issuance, dividend payment, share purchase, merger, acquisition or divestiture. Junior Servicing Fee: Defined in Section 2.15(b). Maintenance Covenant means with respect to any Loan, a covenant by the Obligor thereon to comply with one or more financial covenants during each reporting period, whether or not it has taken any specified action. Senior Servicing Fee: Defined in Section 2.15(b).