Common use of Covenants of the Seller and the Company Clause in Contracts

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.03

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.03each

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.034.03 of the Pooling and Servicing Agreement. H. The Seller, and the Company will enter into each of the Agreements to which it is a party and all related agreements on or prior to the Closing Date. I. The Seller and the Company will endeavor to qualify the Offered Certificates for sale to the extent necessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, if any, and will pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Certificates for investment under the laws of such jurisdictions as the Underwriters may reasonably designate, if any.

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters Underwriter that: A. The Seller and the Company will promptly advise each the Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each the Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such the Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each the Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters Underwriter or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters Underwriter may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each the Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters Underwriter may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each the Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (viv) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each the Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.034.03 of the Pooling and Servicing Agreement. H. The Seller, and the Company will enter into each of the Agreements to which it is a party and all related agreements on or prior to the Closing Date. I. The Seller and the Company will endeavor to qualify the Offered Certificates for sale to the extent necessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriter, if any, and will pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Certificates for investment under the laws of such jurisdictions as the Underwriter may reasonably designate, if any.

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.03;

Covenants of the Seller and the Company. Each of the Seller and the --------------------------------------- Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.03

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.03and

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As X. Xx soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.03

Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that: A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. C. The Seller and the Company will furnish to each Underwriter, without charge, executed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a Prospectus by the Underwriters or a dealer may be required by the Act, as many copies of the Prospectus, as amended or supplemented, and any amendments and supplements thereto as the Underwriters may reasonably request. The Seller and the Company will pay the expenses of printing all offering documents relating to the offering of the Offered Certificates. D. As soon as practicable, but not later than sixteen months after the effective date of the Registration Statement, the Seller and the Company will make generally available to Holders of Offered Certificates an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement which will satisfy the provisions of Section 11(a) of the Act and, at the option of the Seller and the Company, will satisfy the requirements of Rule 158 under the Act. E. So long as any of the Offered Certificates are outstanding, the Seller and the Company will cause to be delivered to each Underwriter (i) all documents required to be distributed to the Offered Certificateholders and (ii) from time to time, any other information filed with any government or regulatory authority that is otherwise publicly available, as any of the Underwriters may reasonably request. F. The Seller and the Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses in connection with the transactions contemplated herein, including, but not limited to, the expenses of printing (or otherwise reproducing) all documents relating to the offering, the fees and disbursements of its counsel and expenses of each Underwriter incurred in connection with (i) the proposed purchase and sale of the Offered Certificates; (ii) preparation of all documents specified in this Agreement; (iii) any fees and expenses of the Trustee; (iv) any fees and expenses of the Certificate Administrator; (v) any fees charged by investment rating agencies for rating the Offered Certificates; and (vi) their investigation with regard to the NovaStar Entities; and (vii) any fees of the Certificate Insurer, its counsel and its accountants. G. Each of the Seller and the Company agrees that, so long as any of the Offered Certificates shall be outstanding, it will deliver or cause to be delivered to each Underwriter (i) the annual statement as to compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement; (ii) the annual statement of a firm of independent public accountants furnished by the Servicer to the Trustee pursuant to Section 3.17 of the Pooling and Servicing Agreement as soon as such statement is furnished to the Seller and the Company; and (iii) any information and reports required to be delivered by the Servicer pursuant to Article III and Section 4.034.03 of the Pooling and Servicing Agreement. H. The Seller, and the Company will enter into each of the Agreements to which it is a party and all related agreements on or prior to the Closing Date. I. The Seller and the Company will endeavor to qualify the Offered Certificates for sale to the extent necessary under any state securities or Blue Sky laws in any jurisdictions as may be reasonably requested by the Underwriters, if any, and will pay all expenses (including fees and disbursements of counsel) in connection with such qualification and in connection with the determination of the eligibility of the Offered Certificates for investment under the laws of such jurisdictions as the Underwriters may reasonably designate, if any.