Common use of First Loan Clause in Contracts

First Loan. As conditions precedent to the Effective Date and the funding of the first Loan hereunder: (1) There shall have been delivered to the Lead Administrative Agent, in form and substance and in quantities reasonably satisfactory to the Lenders and their counsel, each of the following: (i) A duly executed copy of this Agreement; (ii) A duly executed copy of each of the Guaranty and the Subordination Agreement; (iii) A duly executed copy of the Fee Letter; (iv) Such credit applications, financial statements, pro forma financial statements, authorizations and information concerning the Company and its business, operations and condition (financial and otherwise) as the Lead Administrative Agent or any Lender may reasonably request; (v) Certified copies of resolutions of the Boards of Directors of the Company and the Parent approving the execution and delivery of all documents required to be delivered by the Company and the Parent hereunder; (vi) Certificates of the Secretary or an Assistant Secretary of each of the Company and the Parent certifying the names, incumbency and true signatures of the officers of the Company and the Parent authorized to sign the documents required to be executed and delivered by the Company and the Parent hereunder; (vii) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent in the form of that attached hereto as Exhibit A dated as of the date of this Agreement; and (ix) A Covenant Compliance Certificate, dated as of February 28, 1998, for each of the Company and the Parent demonstrating in detail satisfactory to the Lenders the Company's compliance with the covenants set forth in Paragraphs 10(g), 10(i) and 10(j) below, and the Parent's compliance with the financial covenants set forth in Paragraphs 11(d) and 11(e)

First Loan. As conditions precedent to the Effective Date and the funding of Lender's obligation to make the first Loan hereunder: : (1) There The Company shall have been delivered to the Lead Administrative AgentLender, in form and substance and in quantities reasonably satisfactory to the Lenders Lender and their its counsel, each of the following: : (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of each of the Guaranty Security Agreement and the Subordination Agreement; Guaranty; (iii) A duly executed copy of the Fee Letter; Note; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Lender, in its reasonable discretion, to obtain for the Lender a perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, pro forma financial statements, authorizations and such information concerning the Company and its businessthe Guarantor and their respective businesses, operations and condition conditions (financial and otherwise) as the Lead Administrative Agent or any Lender may reasonably request; ; (vvi) Certified copies of resolutions of the Boards Board of Directors of each of the Company and the Parent Guarantor approving the execution and delivery of all documents required the Credit Documents to be delivered by which the Company or the Guarantor, respectively, is a party, the performance of the Obligations thereunder and the Parent hereunder; consummation of the transactions contemplated thereby; (vivii) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent Guarantor certifying the names, incumbency names and true signatures of the officers of the Company and or the Parent Guarantor authorized to sign execute and deliver the documents required Credit Documents to be executed and delivered by which the Company or the Guarantor, respectively, is a party; (viii) A copy of the Articles of Incorporation of each of the Company and the Parent hereunderGuarantor, certified by the respective Secretary or an Assistant Secretary 6 of the Company or the Guarantor, respectively, as of the date of this Agreement as being accurate and complete; (ix) A copy of the Bylaws of each of the Company and the Guarantor, certified by the respective Secretary or an Assistant Secretary of the Company or the Guarantor, respectively, as of the date of this Agreement as being accurate and complete; (A) A certificate of the Secretary of State of the State of California, certifying as of a recent date that the Company is in good standing, (B) a certificate of the Secretary of State of the State of Florida, certifying as of a recent date that the Company is qualified as a foreign corporation in the State of Florida; (viiC) a certificate of the Secretary of State of the State of Delaware, certifying as of a recent date that the Guarantor is in good standing, and (D) a certificate of the Secretary of State of the State of Florida, certifying as of a recent date that the Company is qualified as a foreign corporation in the State of Florida; (xi) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent Guarantor substantially in the form of that Exhibit D attached hereto and covering such other matters as Exhibit A dated as the Lender may reasonably request; (xii) Evidence satisfactory to the Lender that each of the date Funding Account and the Settlement Account has been opened; (xiii) A schedule of this Agreement; and the initial Approved Investors duly approved by the Lender; (ixxiv) A Covenant Compliance Certificate, dated as of February 28, 1998, for each of the Company and the Parent Certificate demonstrating in detail satisfactory to the Lenders the Company's Lender compliance with the covenants set forth in Paragraphs 10(g7(i), 10(i7(j) and 10(j7(k) below, and ; (xv) A copy of each Buy/Sell Agreement in effect as of the Parent's compliance date hereof; (xvi) Such financial information as the Lender may reasonably request with respect to any Approved Investor; and (xvii) A duly completed Borrowing Base Schedule certified by the financial covenants set forth in Paragraphs 11(d) and 11(e)Company.

First Loan. As conditions precedent to the Effective Date and the funding of the first Loan hereunder: : (1) There The Company shall have been delivered or shall have had delivered to the Lead Administrative Agent, in form and substance and in quantities reasonably satisfactory to the Lenders Agent and their its counsel, each of the following: following (with sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of the Stock Pledge Agreement and the other Initial Collateral Documents; (iii) The Negative Pledge Agreement, duly executed by each of the Guaranty and the Subordination Agreement; (iii) A duly executed copy of the Fee Letter; Pledged Subsidiaries; (iv) Such credit applications, financial statements, pro forma financial statements, authorizations and information concerning Certified copies of resolutions of the Board of Directors of the Company approving the execution and its business, operations and condition (financial and otherwise) as delivery of the Lead Administrative Agent or any Lender may reasonably request; Loan Documents to which the Company is party; (v) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign the Loan Documents to which the Company is party; (vi) Certified copies of resolutions of the Boards of Directors of each of the Company and the Parent Pledged Subsidiaries approving the execution and delivery of all documents required the Negative Pledge Agreement to be delivered executed by the Company and the Parent hereunder; such Pledged Subsidiary; (vivii) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent Pledged Subsidiaries certifying the names, incumbency names and true signatures of the officers officer(s) of the Company and the Parent Pledged Subsidiary authorized to sign the documents required Negative Pledge Agreement to be executed and delivered by the Company and the Parent hereunder; (vii) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; Pledged Subsidiary; (viii) A certificate copy of an executive officer the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware as of a recent date; (ix) A copy of each of the Certificate of Incorporation and Bylaws of the Company, certified by the Secretary or an Assistant Secretary of the Company as of the date of this Agreement as being accurate and complete; (x) A certificate of good standing or status of the Parent in Company from the form Secretary of that attached hereto State of the States of Delaware and California as Exhibit of a recent date; (xi) A Closing Certificate, duly executed by an Authorized Officer, dated as of the date of this Agreement; the first Loan hereunder, confirming the accuracy and completeness of the representations and warranties of the Company set forth in the Loan Documents and the fact that there does not exist a Potential Default or an Event of Default; (ixxii) A Financial Covenant Compliance Certificate, duly executed by an Authorized Officer, dated at and as of February 28June 30, 19981998 and evidencing compliance by the appropriate Persons with the requirements of Paragraphs 9(g)(3), for each 9(g)(4), 9(g)(5), 9(g)(7), 9(g)(8), 9(j), 9(k), 9(l), 9(m), 9(n), 9(o) and 9(p) below; (xiii) An opinion of Straxxxxx Xxxcx Xxxlxxx & Rautx, xxunsel to the Company and the Parent demonstrating Pledged Subsidiaries; (xiv) For each of the Pledged Subsidiaries, consents to the pledge of the Pledged Shares thereof (or written waiver of the requirement for any such consent) from the Applicable Insurance Regulatory Authority, in detail form and substance to the Agent and the Lenders, or other evidence, including without limitation, an opinion of counsel to the Company and the Pledged Subsidiaries satisfactory to the Agent and the Lenders, that such filing or waiver is not required; (xv) Evidence satisfactory to the Agent and the Lenders that upon the funding of the first Loan, all Indebtedness of the Company to Sanwa with respect to the Existing Bridge Facility shall have been paid in full, the credit facility evidenced thereby terminated and any and all Liens in favor of Sanwa securing the Existing Bridge Facility released; and (xvi) The Agent's Fee Letter, duly executed by the Company. (2) The Agent shall have delivered to the Company and each of the Lenders the Company's initial Commitment Schedule, which shall be acceptable to the Company and each of the Lenders. (3) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with the covenants set forth all applicable laws. (4) All documentation, including, without limitation, documentation for corporate and legal proceedings in Paragraphs 10(g), 10(i) and 10(j) below, and the Parent's compliance connection with the financial covenants set forth transactions contemplated by the Loan Documents, shall be reasonably satisfactory in Paragraphs 11(d) form and 11(e)substance to the Agent and its counsel.

First Loan. As The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent to precedent: (1) The Administrative Agent's receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and the funding of the first Loan hereunder: (1) There shall have been delivered to the Lead Administrative Agent, each in form and substance and in quantities reasonably satisfactory to the Lenders and their counsel, each of the following: Administrative Agent: (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of each of the Guaranty and the Subordination Security Agreement; ; (iii) A duly executed copy of the Fee Letter; Guaranty; (iv) Such credit applications, financial statements, pro forma financial statements, authorizations and information concerning Duly executed originals of each of the Company and its business, operations and condition (financial and otherwise) as the Lead Administrative Agent or any Lender may reasonably request; Notes; (v) All financing statements and other documents, instruments and agreements, properly executed, as appropriate, deemed necessary or appropriate by the Administrative Agent, in its reasonable discretion, to create in favor of the Collateral Agent for the pro rata, pari passu benefit of the Lenders a first priority perfected security interest in and lien upon the Collateral; (vi) Certified copies of resolutions of the Boards Board of Directors of each of the Company and the Parent Loan Parties approving the execution and delivery of all documents required the Loan Documents to be delivered by which it is a party, the Company performance of the Obligations and the Parent hereunder; consummation of the transactions contemplated thereby; (vivii) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent Loan Parties certifying the names, incumbency names and true signatures of the officers of the Company and the Parent such Loan Party authorized to sign execute the documents required Loan Documents to be executed and delivered by the Company and the Parent hereunder; (vii) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; it is a party; (viii) A copy of the Articles or Certificate of Incorporation of each of the Loan Parties, certified by the Secretary of State of the state of its incorporation as of a recent date; (ix) A copy of the Bylaws of each of the Loan Parties, certified by the Secretary or an Assistant Secretary of such Loan Party as of the date of this Agreement as being accurate and complete; (x) A certificate of an executive the appropriate Governmental Authority of each state in which each of the Loan Parties is required to be authorized to do business to the effect that such Loan Party is so qualified and in good standing as of a recent date; (xi) A certificate executed by a duly authorized officer of each of the Company and the Parent Loan Parties in the form of that attached hereto as Exhibit A D dated as of the date of this Agreement; and ; (ixxii) A Covenant Compliance Certificate, dated as certificate of February 28, 1998, for a Responsible Financial Officer of each of the Company and the Parent Loan Parties, demonstrating in detail satisfactory to the Lenders the Company's compliance with the covenants set forth in Paragraphs 10(g), 10(i) and 10(j) below, and the ParentAdministrative Agent such Loan Party's compliance with the financial covenants set forth in Paragraphs 11(d11(h), (i), (j) and 11(e(k) below at and as of June 30, 2004; (xiii) Evidence satisfactory to the Administrative Agent that concurrently with the first Loan hereunder the Existing Credit Agreement is being terminated, all amounts due and owing thereunder or in connection therewith are being paid in full and all liens and security interests created thereunder or pursuant thereto are being released and discharged; (xiv) Evidence in form and substance satisfactory to the Administrative Agent that AHMH is a MERS Member and that the Borrowers, as affiliates of AHMH, have been approved by MERS as authorized users of the MERS System pursuant to the membership of AHMH; (xv) A duly executed copy of the Electronic Tracking Agreement; (xvi) A certified corporate resolution adopted by board of directors of MERS appointing agents of AHMH to execute and deliver assignments of deeds of trust or mortgages on behalf of MERS; (xvii) Such executed blank assignments of deeds of trust and mortgages as the Administrative Agent may request; (xviii) Evidence satisfactory to the Administrative Agent of the payment of any fees required to be paid by the Borrowers hereunder or under the Fee Letter on or before the date hereof; (xix) An opinion of counsel to the Loan Parties with respect to such matters as the Administrative Agent may request; (xx) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xxi) A duly completed and executed Borrowing Base Certificate dated as of the date of the first loan hereunder; (xxii) An Appraisal of the Eligible Servicing Portfolio dated not more than thirty days prior to the date of the first Loan hereunder; (xxiii) Copies of all policies and procedures related to the Borrowers' Hedging Arrangements; (xxiv) Copies of all current underwriting and servicing guidelines and procedures; and (xxv) Such other documents, instruments, agreements, certificates and evidences as the Administrative Agent may reasonably request. (2) All acts and conditions precedent (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations of the Loan Parties, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Loan Documents, shall be satisfactory in form and substance to the Administrative Agent and the Lenders. (4) Since December 31, 2003, there shall not have occurred a material adverse change in the business, assets, liabilities (actual or contingent), operations, financial condition, or business prospects of the Loan Parties taken as a whole. Without limiting the generality of the provisions of Paragraph 13(d), for purposes of determining compliance with the conditions specified in this Paragraph 8(a), each Lender that has signed this Agreement shall be deemed to have consented to, approved, or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

First Loan. As conditions precedent to the Effective Date and the funding of any Lender's obligation to fund the first Loan hereunder: : (1) There The Company shall have been delivered or shall have had delivered to the Lead Administrative Agent, in form and substance and in quantities reasonably satisfactory to the Lenders and their counsel, each of the following: : (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of the Security Agreement; (iii) Duly executed originals of each of the Guaranty and the Subordination Agreement; (iii) A duly executed copy of the Fee Letter; Notes; (iv) Such credit applicationsDuly executed copies of all financing statements and other documents, financial statementsinstruments and agreements, pro forma financial statementsproperly executed, authorizations deemed necessary or appropriate by the Administrative Agent, in its reasonable discretion, to create and/or continue in favor of the Collateral Agent for the pari passu benefit of the Lenders a first priority perfected security interest in and information concerning lien upon the Company and its business, operations and condition (financial and otherwise) as the Lead Administrative Agent or any Lender may reasonably request; Collateral; (v) Certified copies of resolutions of the Boards Board of Directors of the Company and the Parent approving the execution and delivery of all documents required to be delivered by the Company Loan Documents, the performance of the Obligations and the Parent hereunder; consummation of the transactions contemplated thereby; (vi) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent certifying the names, incumbency names and true signatures of the officers of the Company and the Parent authorized to sign execute the documents required to be executed and delivered by the Company and the Parent hereunder; Loan Documents; (vii) An opinion [Intentionally Omitted] (viii) A copy of counsel for the Articles of Incorporation of the Company, certified by the Secretary of State of the State of California as of a recent date; (ix) A copy of the Bylaws of the Company, certified by the Secretary or an Assistant Secretary of the Company as of the date of this Agreement as being accurate and complete; (x) A certificate of the Parent Secretary of State of the State of California certifying that the Company is in good standing as of a recent date; (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viiixi) A certificate of an executive officer of each of the Company and the Parent in the form of that attached hereto as Exhibit A D dated as of the date of this Agreement; and ; (ixxii) A Covenant Compliance Certificate, dated as certificate of February 28, 1998, for each a Responsible Financial Officer of the Company and the Parent Company, demonstrating in detail satisfactory to the Lenders Administrative Agent the Company's compliance with the covenants set forth in Paragraphs 10(g), 10(i) and 10(j) below, and the Parent's compliance with the financial covenants set forth in Paragraph 10(m) below at and as of December 31, 1998 and the financial covenants set forth in Paragraphs 11(d10(i), (j), (k) and 11(e)(1) at and as of April 30, 1999; (xiii) A Loan Request requesting Loans hereunder in an amount not less than all Indebtedness of the Company under the Existing Credit Facilities as if such date; and (xiv) Evidence reasonably satisfactory to the Administrative Agent that upon the funding of the first Loan hereunder all Indebtedness of the Company outstanding under the Existing Credit Facility will be paid in full and the credit facility evidenced thereby terminated. (2) All acts and conditions precedent (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened prior to the execution, delivery and performance of the Loan Documents and to constitute the same legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Loan Documents, shall be satisfactory in form and substance to the Lenders and their counsel. (4) All fees required to be paid pursuant to Paragraph 40) above on the Effective Date shall have been paid.

First Loan. As conditions precedent to the Effective Date and the funding of Lender's obligation to make the first Loan hereunder: : (1) There The Company shall have been delivered delivered, or shall have caused to be delivered, to the Lead Administrative AgentLender, in form and substance and in quantities reasonably satisfactory to the Lenders Lender and their its counsel, each of the following: : (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of each the Security Agreement and of the Guaranty and the Subordination Agreement; Guaranty; (iii) A duly executed copy of the Fee Letter; Note; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Lender, in its reasonable discretion, to obtain for the Lender a perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, pro forma financial statements, authorizations and such information concerning the Company and its or the Guarantor or the business, operations and condition conditions (financial and otherwise) of the Company or the Guarantor as the Lead Administrative Agent or any Lender may reasonably request; ; (vvi) Certified copies of resolutions of the Boards Board of Directors of each of the Company and the Parent Guarantor approving the execution and delivery of all documents required the Credit Documents to be delivered by which such Person is a party, the Company performance of the Obligations and any other obligations thereunder and the Parent hereunder; consummation of the transactions contemplated thereby; (vivii) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent Guarantor certifying the names, incumbency names and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party; (viii) A copy of the Articles of Incorporation of each of the Company and the Parent authorized to sign Guarantor, certified by the documents required to be executed respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and delivered by complete; (ix) A copy of the Bylaws of each of the Company and the Parent hereunderGuarantor, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (x) A certificate (A) of the Secretary of State of the State of South Carolina, certifying as of a recent date that the Company is in good standing; and (viiB) of the Secretary of State of the State of South Carolina, certifying as of a recent date that the Guarantor is in good standing; (xi) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent Guarantor substantially in the form of that Exhibit D attached hereto and covering such other matters as Exhibit the Lender may reasonably request; (xii) Evidence satisfactory to the Lender that each of the Funding Account and the Settlement Account has been opened; (xiii) A duly completed Borrowing Base Schedule dated as of the date of this Agreementthe first Loan hereunder and certified by the Company to be true in all respects; and and (ixxiv) A Covenant Compliance Certificate, dated as of February 28, 1998, for each of the Company and the Parent Certificate demonstrating in detail satisfactory to the Lenders Lender that the Company's Company is in compliance with the covenants set forth in Paragraphs 10(g7(j) through 7(u), 10(iinclusive, below. (2) All acts and 10(j) belowconditions (including, without limitation, the obtaining of any necessary regulatory approvals and the Parent's making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the financial covenants set forth transactions contemplated by the Credit Documents shall be satisfactory in Paragraphs 11(dform and substance to the Lender and its counsel. (4) and 11(e)All fees required to be paid on or before the date hereof pursuant to Paragraph 2(l) above shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder.

First Loan. As conditions precedent to the Effective Date and the funding of Lender's obligation to make the first Loan hereunder: : (1) There The Companies shall have been delivered to the Lead Administrative AgentLender, in form and substance and in quantities reasonably satisfactory to the Lenders Lender and their its counsel, each of the following: : (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of each the Security Agreement and of the Guaranty and the Subordination Agreement; Guaranty; (iii) A duly executed copy of the Fee Letter; Note; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Lender, in its reasonable discretion, to obtain for the Lender a perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, pro forma financial statements, authorizations and such information concerning the Company Companies and its businesstheir respective businesses, operations and condition conditions (financial and otherwise) as the Lead Administrative Agent or any Lender may reasonably request; ; (vvi) Certified copies of resolutions of the Boards Board of Directors of each of the Company Companies and the Parent of NFI Holding approving the execution and delivery of all documents required the Credit Documents to be delivered by which such Company or NFI Holding, as applicable, is a party, the Company performance of the Obligations thereunder and the Parent hereunder; consummation of the transactions contemplated thereby; (vivii) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company Companies and the Parent of NFI Holding certifying the names, incumbency names and true signatures of the officers of the such Company and the Parent or NFI Holding, as applicable, authorized to sign execute and deliver the documents required Credit Documents to be executed which such Company or NFI Holding, as applicable, is a party; (viii) A copy of the Articles of Incorporation of each of the Companies and delivered of NFI Holding, certified by the respective Secretary or an Assistant Secretary of such Company or NFI Holding, as applicable, as of the date of this Agreement as being accurate and complete; (ix) A copy of the Parent hereunder; Bylaws of each of the Companies and of NFI Holding, certified by the respective Secretary or an Assistant Secretary of such Company or NFI Holding, as applicable, as of the date of this Agreement as being accurate and complete; (viiA) A certificate of the Secretary of State of the Commonwealth of Virginia, certifying as of a recent date that NovaStar Mortgage is in good standing and (B) a certificate of the Secretary of State of the State of California certifying as of a recent date that NovaStar Mortgage is in good standing as a foreign corporation in such jurisdiction; (A) A certificate of the Secretary of State of the State of Maryland, certifying as of a recent date that NovaStar Financial is in good standing and (B) a certificate of the Secretary of State of the State of Kansas certifying as of a recent date that NovaStar Financial is in good standing as a foreign corporation in such jurisdiction; (xii) A certificate of the Secretary of State of the State of Delaware, certifying as of a recent date that NFI Holding is in good standing; (xiii) An opinion of counsel for the Company Companies and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent NFI Holding substantially in the form of that Exhibit D attached hereto and covering such other matters as Exhibit the Lender may reasonably request; (xiv) Evidence satisfactory to the Lender that each of the Funding Account and the Settlement Account has been opened; (xv) A schedule of the initial Approved Investors duly approved by the Lender; (xvi) A duly completed Borrowing Base Schedule dated as of the date of this Agreementthe first Loan hereunder and certified by the Companies to be true in all respects; and and (ixxvii) A Covenant Compliance Certificate, dated as of February 28, 1998, for each of the Company and the Parent Certificate demonstrating in detail satisfactory to the Lenders Lender that the Company's Companies are in compliance with the covenants set forth in Paragraphs 10(g), 10(i7(h) and 10(j7(i) below. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the Parent's making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the financial covenants set forth transactions contemplated by the Credit Documents shall be satisfactory in Paragraphs 11(dform and substance to the Lender and its counsel. (4) and 11(e)All fees required to be paid on or before the date hereof pursuant to Paragraph 2(l) above shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder.

First Loan. As conditions precedent to the Effective Date and the funding of any Lender's obligation to make the first Loan hereunder: : (1) There The Company shall have been delivered delivered, or shall have caused to be delivered, to the Lead Administrative Agent, in form and substance and in quantities reasonably satisfactory to the Lenders Administrative Agent and their its counsel, each of the following: following (with sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of the Security Agreement, of each of the Guaranty Guaranties and of the Subordination Agreement; ; (iii) A duly Duly executed copy copies of each of the Fee Letter; Notes; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Administrative Agent, in its reasonable discretion, to obtain for the Administrative Agent on behalf of the Lenders a perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, pro forma financial statements, authorizations and such information concerning the Company and its or either of the Guarantors or the business, operations and condition conditions (financial and otherwise) of the Company or either of the Guarantors as the Lead Administrative Agent or any Lender may reasonably request; ; (vvi) Certified copies of resolutions of the Boards Board of Directors of each of the Company and the Parent Guarantors approving the execution and delivery of all documents required the Credit Documents to be delivered by which such Person is a party, the Company performance of the Obligations and any other obligations thereunder and the Parent hereunder; consummation of the transactions contemplated thereby; (vivii) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent Guarantors certifying the names, incumbency names and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party; (viii) A copy of the Articles of Incorporation of each of the Company and the Parent authorized to sign Guarantors, certified by the documents required to be executed respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and delivered by complete; (ix) A copy of the Bylaws of each of the Company and the Parent hereunderGuarantors, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (x) A certificate (A) of the Secretary of State of the State of South Carolina, certifying as of a recent date that the Company is in good standing; (viiB) of the Secretary of State of the State of South Carolina, certifying as of a recent date that EGI is in good standing; and (C) of the Secretary of State of the State of South Carolina, certifying as of a recent date that Sterling is in good standing; (xi) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent Guarantors substantially in the form of that Exhibit D attached hereto and covering such other matters as Exhibit the Administrative Agent may reasonably request; (xii) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xiii) A duly completed Borrowing Base Schedule dated as of the date of this Agreement; the first Loan hereunder and certified by the Company to be true in all respects; (ixxiv) A Covenant Compliance Certificate, dated as of February 28, 1998, for each of the Company and the Parent Certificate demonstrating in detail satisfactory to the Administrative Agent and the Lenders that (A) the Company's Company is in compliance with the covenants set forth in Paragraphs 10(g), 10(i7(j) and 10(j7(k) below, and the Parent's (B) EGI is in compliance with the financial covenants set forth in Paragraphs 11(d11(l) and 11(e)11(m) of the Parent Guaranty; and (xv) A written selection by the Company of either the Applicable Corporate Base Rate or the Applicable Fed Funds Rate as the Alternate Base Rate. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel. (4) All fees required to be paid on or before the date hereof pursuant to Paragraph 2(r) above and any other accrued and unpaid fees or commissions due hereunder or in connection herewith, and all expenses due to the Administrative Agent or First Union Capital Markets Corporation which are required to be paid on or before the date hereof, shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder. (5) EGI shall have contributed no less than $5,000,000 of paid-in capital to the Company no later than February 28, 1997. (6) The Company shall have delivered to the Administrative Agent and each Lender a copy of each of EGI's and the Company's audited consolidated and consolidating financial statements bearing an unqualified opinion from KPMG Peat Marwick.

First Loan. As conditions precedent to the Effective Date and the funding of any Lender's obligation to make the first Loan hereunder: : (1) There The Company shall have been delivered delivered, or shall have caused to be delivered, to the Lead Administrative Agent, in form and substance and in quantities reasonably satisfactory to the Lenders Administrative Agent and their its counsel, each of the following: following (with sufficient copies for each of the Lenders): (i) A duly executed copy of this Agreement; ; (ii) A duly executed copy of the Security Agreement, of each of the Guaranty Guaranties and of the Subordination Agreement; ; (iii) A duly Duly executed copy copies of each of the Fee Letter; Notes; (iv) Duly executed copies of all financing statements and other documents, instruments and agreements, properly executed, deemed necessary or appropriate by the Collateral Agent, in its reasonable discretion, to obtain for the Collateral Agent on behalf of the Lenders a perfected, first priority security interest in and lien upon the Collateral; (v) Such credit applications, financial statements, pro forma financial statements, authorizations and such information concerning the Company and its or any of the Guarantors or the business, operations and condition conditions (financial and otherwise) of the Company or any of the Guarantors as the Lead Administrative Agent or any Lender may reasonably request; ; (vvi) Certified copies of resolutions of the Boards Board of Directors of each of the Company and the Parent Guarantors approving the execution and delivery of all documents required the Credit Documents to be delivered by which such Person is a party, the Company performance of the Obligations and any other obligations thereunder and the Parent hereunder; consummation of the transactions contemplated thereby; (vivii) Certificates A certificate of the Secretary or an Assistant Secretary of each of the Company and the Parent Guarantors certifying the names, incumbency names and true signatures of the officers of such Person authorized to execute and deliver the Credit Documents to which such Person is a party; (viii) A copy of the Articles of Incorporation of each of the Company and the Parent authorized to sign Guarantors, certified by the documents required to be executed respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and delivered by complete; (ix) A copy of the Bylaws of each of the Company and the Parent hereunderGuarantors, certified by the respective Secretary or an Assistant Secretary of such Person as of the date of this Agreement as being accurate and complete; (x) A certificate (A) of the Secretary of State of the State of South Carolina, certifying as of a recent date that the Company is in good standing; (viiB) of the Secretary of State of South Carolina, certifying as of a recent date that EFC is in good standing; (C) of the Secretary of State of the State of South Carolina, certifying as of a recent date that EGI is in good standing; and (D) of the Secretary of State of the State of South Carolina, certifying as of a recent date that CII is in good standing; (xi) An opinion of counsel for the Company and the Parent (which counsel may be in-house counsel) in form and substance satisfactory to the Lenders and covering such matters as the Lenders may reasonably request; (viii) A certificate of an executive officer of each of the Company and the Parent Guarantors substantially in the form of that Exhibit D attached hereto and covering such other matters as Exhibit the Administrative Agent may reasonably request; (xii) Evidence satisfactory to the Administrative Agent that each of the Funding Account and the Settlement Account has been opened; (xiii) A duly completed Borrowing Base Schedule dated as of the date of this Agreement; the first Loan hereunder and certified by the Company to be true in all respects; (ixxiv) A Covenant Compliance Certificate, dated as of February 28, 1998, for each of the Company and the Parent Certificate demonstrating in detail satisfactory to the Administrative Agent and the Lenders that (A) the Company's Company is in compliance with the covenants set forth in Paragraphs 10(g), 10(i7(j) and 10(j7(k) below, and the Parent's (B) EGI is in compliance with the financial covenants set forth in Paragraphs 11(d11(l) and 11(e)11(m) of the Parent Guaranty to which EGI is a party, and (C) CII is in compliance with the covenants set forth in Paragraph 11(l) of the Affiliate Guaranty; and (xv) A written selection by the Company of either the Applicable Corporate Base Rate or the Applicable Fed Funds Rate as the Alternate Base Rate. (2) All acts and conditions (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done and performed and to have happened precedent to the execution, delivery and performance of the Credit Documents and to constitute the same legal, valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Credit Documents shall be satisfactory in form and substance to the Administrative Agent and its counsel. (4) All fees required to be paid on or before the date hereof pursuant to Paragraph 2(r) above shall have been paid prior to (or will be paid concurrently with) the making of the first Loan hereunder. (5) The Company shall have delivered to the Administrative Agent a true and complete copy of the CII Management Agreement duly executed by all parties thereto.