Dechert LLP Uses in CONDITIONS PRECEDENT Clause

CONDITIONS PRECEDENT 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

CONDITIONS PRECEDENT. This Amendment shall become effective (i) on the date on which each party hereto has delivered an executed signature page hereto to the Administrative Agent and (ii) upon such time as the Seller has pay to Dechert LLP as counsel to the Administrative Agent, all reasonable fees and out-of-pocket expenses incurred by Dechert LLP in connection with this Amendment.