0001193125-12-507388 Sample Contracts

COLLATERAL MANAGEMENT AGREEMENT dated December 18, 2012 by and between NEWSTAR COMMERCIAL LOAN FUNDING 2012-2 LLC, as Issuer and NEWSTAR FINANCIAL, INC., as Collateral Manager
Collateral Management Agreement • December 19th, 2012 • NewStar Financial, Inc. • Finance lessors • New York

THIS COLLATERAL MANAGEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 18, 2012, is entered into by and between NEWSTAR COMMERCIAL LOAN FUNDING 2012-2 LLC, a Delaware limited liability company (the “Issuer”), and NEWSTAR FINANCIAL, INC., a Delaware corporation, as collateral manager (together with its successors and permitted assigns, “NewStar Financial” and the “Collateral Manager”).

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INDENTURE by and between NEWSTAR COMMERCIAL LOAN FUNDING 2012-2 LLC Issuer and U.S. BANK NATIONAL ASSOCIATION Trustee Dated as of December 18, 2012
Indenture • December 19th, 2012 • NewStar Financial, Inc. • Finance lessors • New York

INDENTURE, dated as of December 18, 2012, between NewStar Commercial Loan Funding 2012-2 LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”) and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the “Trustee”).

MASTER LOAN SALE AGREEMENT among NEWSTAR FINANCIAL, INC., as the Transferor, NEWSTAR COMMERCIAL LOAN DEPOSITOR 2012-2 LLC, as the Depositor, and NEWSTAR COMMERCIAL LOAN FUNDING 2012-2 LLC, as the Issuer Dated as of December 18, 2012
Master Loan Sale Agreement • December 19th, 2012 • NewStar Financial, Inc. • Finance lessors • New York

THIS MASTER LOAN SALE AGREEMENT, dated as of December 18, 2012 (as amended, modified, restated, or supplemented from time to time, this “Agreement”), is made by and among NEWSTAR FINANCIAL, INC., a Delaware corporation (together with its successors and assigns in such capacity, the “Transferor”), NEWSTAR COMMERCIAL LOAN DEPOSITOR 2012-2 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Depositor”), and NEWSTAR COMMERCIAL LOAN FUNDING 2012-2 LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Issuer”).

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