Common use of REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors’ revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantors have received and reviewed copies of the Program Documents. (e) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantors’ knowledge, threatened against or affecting the Guarantors or any of their property or, with respect to NCMC, the Pledged Collateral that has a reasonable likelihood of having a material adverse effect on the Guarantors’ condition, financial or otherwise. (f) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller is Delaware. NCMC has heretofore delivered to the Buyer a certified copy of the Trust Agreement and Administration Agreement of the Seller (collectively, the “Operating Documents”) as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“UCC-1s”) in the State of Delaware and, to the extent that the Pledged Collateral or any part thereof constitutes “securities” for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the Seller, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become indebted. (e) In exchange for the pledge and guaranty hereunder, NCMC, as holder of the Pledged Equity, will derive a benefit from the sale, transfer and assignment of the Loans to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, that it will incur, debts that would be beyond its ability to pay such debts as such debts mature. (h) The Pledged Equity are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity are outstanding. The Pledged Equity represent all of the ownership interest in the Seller.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants to each Holder that: (a) It Such Guarantor is a corporation or other legal entity duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction under which it is organized of organization, and is duly qualified to do business as a foreign corporation or other legal entity and is in good standing in every each jurisdiction in which such qualification is required by law, other jurisdiction than those jurisdictions as to which the nature failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, operations, affairs, financial condition, assets or properties of the business conducted by it makes Company and its subsidiaries, taken as a whole, or (2) the ability of such qualification necessary. (b) It has the full power, authority and legal right Guarantor to execute, deliver and perform its obligations under this Guaranty, or (3) the validity or enforceability of this Guaranty. Such Guarantor has the power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Guaranty and to perform the provisions hereof. (b) This Guaranty has been duly executed authorized by all necessary action on the part of such Guarantor, and delivered by itupon execution and delivery of this Guaranty and of the Note Purchase Agreements and receipt of consideration for the Note Purchase Agreements and the Notes, has not been amended or otherwise modified, is in full force and effect and is the this Guaranty will constitute a legal, valid and binding obligation of each Guarantor, such Guarantor enforceable against it such Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights of creditors generally and to the application of (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Neither the execution The execution, delivery and delivery performance by such Guarantor of this Guaranty nor will not (1) contravene, result in any breach of, or constitute a default under, or result in the consummation creation of the transactions contemplated herein will any Lien in respect of any property of such Guarantor under any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, charter document or by-law, or any other material agreement or instrument to which such Guarantor is bound or by which such Guarantor or any of its properties may be bound or affected, (2) conflict with or result in a breach ofof any of the terms, conditions or require any consent under, any applicable law or regulation, or provisions of any order, writjudgment, injunction decree, or decree ruling of any court court, arbitrator or governmental authority or agency, or any material agreement or instrument Governmental Authority applicable to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such material agreement or instrument, Guarantor or (except for the liens created pursuant hereto3) result in the creation or imposition violate any provision of any lien statute or encumbrance upon the Guarantors’ revenues other rule or assets pursuant regulation of any Governmental Authority applicable to the terms of any such material agreement or instrumentGuarantor. (d) The Guarantors have received and reviewed copies of the Program Documents. (e) There is no actionNo consent, suit approval or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pendingauthorization of, or to the best of the Guarantors’ knowledgeregistration, threatened against filing or affecting the Guarantors or any of their property or, with respect to NCMC, the Pledged Collateral that has a reasonable likelihood of having a material adverse effect on the Guarantors’ condition, financial or otherwise. (f) No authorizations, approvals or consents of, and no filings or registrations declaration with, any governmental authority are necessary for Governmental Authority by the Guarantor is required in connection with the execution, delivery or performance by the Guarantors such Guarantor of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller is Delaware. NCMC has heretofore delivered to the Buyer a certified copy of the Trust Agreement and Administration Agreement of the Seller (collectively, the “Operating Documents”) as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“UCC-1s”) in the State of Delaware and, to the extent that the Pledged Collateral or any part thereof constitutes “securities” for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the Seller, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become indebted. (e) In exchange for Such Guarantor has capital not unreasonably small in relation to its business or any contemplated or undertaken transaction and has assets having a value both at fair valuation and at present fair salable value greater than the pledge amount required to pay its debts as they become due and guaranty hereunder, NCMC, greater than the amount that will be required to pay its probable liability on its existing debts as holder of the Pledged Equity, will derive a benefit from the sale, transfer they become absolute and assignment of the Loans to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It matured. Such Guarantor does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, or should have believed that it will incur, debts that would be beyond its ability to pay such debts as such debts maturethey become due. Such Guarantor will not be rendered insolvent by the execution and delivery of, and performance of its obligations under, this Guaranty. Such Guarantor does not intend to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Guaranty. (h) The Pledged Equity are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity are outstanding. The Pledged Equity represent all of the ownership interest in the Seller.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors’ revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantors have received and reviewed copies of the Program Documents. (e) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantors’ knowledge, threatened against or affecting the Guarantors or any of their property or, with respect to NCMC, the Pledged Collateral that has a reasonable likelihood of having a material adverse effect on the Guarantors’ condition, financial or otherwise. (f) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller is Delaware. NCMC has heretofore delivered to the Buyer a certified copy of the Trust Agreement and Administration Agreement of the Seller (collectively, the “Operating Documents”) as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“UCC-1s”) in the State of Delaware and, to the extent that the Pledged Collateral or any part thereof constitutes “securities” for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the Seller, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become indebted. (e) In exchange for the pledge and guaranty hereunder, NCMC, as holder of the Pledged Equity, will derive a benefit from the sale, transfer and assignment of the Loans to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, that it will incur, debts that would be beyond its ability to pay such debts as such debts mature. (h) The Pledged Equity are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity are outstanding. The Pledged Equity represent all of the ownership interest in the Seller. 4.03 NCFC hereby represents and warrants that it is a qualified real estate investment trust (“REIT”) under Section 856 of the Internal Revenue Code of 1986, as amended and it is in compliance with all provisions of the Code governing its REIT status.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors’ ' revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantors have received and reviewed copies of the Program Documents. (e) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantors’ ' knowledge, threatened against or affecting the Guarantors or any of their property or, with respect to NCMC, the Pledged Collateral that has a reasonable likelihood of having a material adverse effect on the Guarantors’ ' condition, financial or otherwise. (f) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller is Delaware. NCMC has heretofore delivered to the Buyer a certified copy of the Trust Agreement and Administration Agreement of the Seller (collectively, the “"Operating Documents”") as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“"UCC-1s”") in the State of Delaware and, to the extent that the Pledged Collateral or any part thereof constitutes “"securities” " for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the Seller, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become indebted. (e) In exchange for the pledge and guaranty hereunder, NCMC, as holder of the Pledged Equity, will derive a benefit from the sale, transfer and assignment of the Loans to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, that it will incur, debts that would be beyond its ability to pay such debts as such debts mature. (h) The Pledged Equity are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity are outstanding. The Pledged Equity represent all of the ownership interest in the Seller.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors’ revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantors have received and reviewed copies of the Program Documents. (e) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantors’ knowledge, threatened against or affecting the Guarantors or any of their property or, with respect to NCMC, the Pledged Collateral that has a reasonable likelihood of having a material adverse effect on the Guarantors’ condition, financial or otherwise. (f) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller is Delaware. NCMC has heretofore delivered to the Buyer a certified copy of the Trust Agreement and Administration Agreement of the Seller (collectively, the “Operating Documents”) as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“UCC-1s”) in the State of Delaware and, to the extent that the Pledged Collateral or any part thereof constitutes “securities” for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the Seller, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become indebted. (e) In exchange for the pledge and guaranty hereunder, NCMC, as holder of the Pledged Equity, will derive a benefit from the sale, transfer and assignment of the Loans to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, that it will incur, debts that would be beyond its ability to pay such debts as such debts mature. (h) The Pledged Equity are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity are outstanding. The Pledged Equity represent all of the ownership interest in the Seller.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants to each Holder that: (a) It Such Guarantor is a corporation or other legal entity duly organized and or formed, validly existing and in good standing under the laws of the its jurisdiction under which it is organized of organization or formation, and is duly qualified to do business as a foreign corporation or other legal entity and is in good standing in every each jurisdiction in which such qualification is required by law, other jurisdiction than those jurisdictions as to which the nature of failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Guarantor has the corporate or other power and authority (1) to own or hold under lease the properties it purports to own or hold under lease and to transact the business conducted by it makes transacts and proposes to transact and (2) to execute and deliver this Guaranty and to perform the provisions hereof, except, in each case referred to in clause (1) above, where the failure to have such qualification necessarypower and authority could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed authorized by all necessary corporate or other action on the part of such Guarantor, and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the this Guaranty constitutes a legal, valid and binding obligation of each Guarantor, such Guarantor enforceable against it such Guarantor in accordance with its terms, except as such enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights of creditors generally and to the application of (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Neither the execution The execution, delivery and delivery performance by such Guarantor of this Guaranty nor will not (1) contravene, result in any breach of, or constitute a default under, or result in the consummation creation of the transactions contemplated herein will any Lien in respect of any property of such Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which such Guarantor or any of its Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (2) conflict with or result in a breach ofof any of the terms, conditions or require any consent under, any applicable law or regulation, or provisions of any order, writjudgment, injunction decree or decree ruling of any court court, arbitrator or governmental authority or agency, Governmental Authority applicable to such Guarantor or any material agreement or instrument to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such material agreement or instrument, of its Subsidiaries or (except for the liens created pursuant hereto3) result in the creation or imposition violate any provision of any lien statute or encumbrance upon the Guarantors’ revenues other rule or assets pursuant to the terms regulation of any Governmental Authority applicable to such material agreement Guarantor or instrumentany of its Subsidiaries. (d) The Guarantors have received and reviewed copies of the Program Documents. (e) There is no actionNo consent, suit approval or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pendingauthorization of, or to the best of the Guarantors’ knowledgeregistration, threatened against filing or affecting the Guarantors or any of their property or, with respect to NCMC, the Pledged Collateral that has a reasonable likelihood of having a material adverse effect on the Guarantors’ condition, financial or otherwise. (f) No authorizations, approvals or consents of, and no filings or registrations declaration with, any governmental authority are necessary for Governmental Authority is required in connection with the execution, delivery or performance by the Guarantors such Guarantor of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller is Delaware. NCMC has heretofore delivered to the Buyer a certified copy of the Trust Agreement and Administration Agreement of the Seller (collectively, the “Operating Documents”) as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“UCC-1s”) in the State of Delaware and, to the extent that the Pledged Collateral or any part thereof constitutes “securities” for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the Seller, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become indebted. (e) In exchange for the pledge and guaranty hereunder, NCMC, as holder of the Pledged Equity, will derive a benefit from the sale, transfer and assignment of the Loans to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, that it will incur, debts that would be beyond its ability to pay such debts as such debts mature. (h) The Pledged Equity are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity are outstanding. The Pledged Equity represent all of the ownership interest in the Seller.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantors are a party or by which the Guarantors or their property is bound or to which the Guarantors are subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors’ ' revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantors have received and reviewed copies of the Program DocumentsMaster Repurchase Agreement. (e) This Guaranty is the legal, valid and binding obligation of the Guarantors, enforceable against each Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies. (f) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantors’ ' knowledge, threatened against or affecting the Guarantors or any of their property or, with respect to NCMC, the Pledged Collateral that has a reasonable likelihood of having could have a material adverse effect on the Guarantors’ ' condition, financial or otherwise. (fg) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller is Delaware. NCMC has heretofore delivered to the Buyer a certified copy of the Trust Agreement and Administration Agreement of the Seller (collectively, the “Operating Documents”) as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“UCC-1s”) in the State of Delaware and, to the extent that the Pledged Collateral or any part thereof constitutes “securities” for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the Seller, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become indebted. (e) In exchange for the pledge and guaranty hereunder, NCMC, as holder of the Pledged Equity, will derive a benefit from the sale, transfer and assignment of the Loans to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, that it will incur, debts that would be beyond its ability to pay such debts as such debts mature. (h) The Pledged Equity are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity are outstanding. The Pledged Equity represent all of the ownership interest in the Seller.

REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS. 4.01 Each Guarantor hereby represents and warrants that: (a) It is duly organized and validly existing in good standing under the laws of the jurisdiction under which it is organized and is duly qualified to do business and is in good standing in every other jurisdiction as to which the nature of the business conducted by it makes such qualification necessary. (b) It has the full power, authority and legal right to execute, deliver and perform its obligations under this Guaranty. This Guaranty has been duly executed and delivered by it, has not been amended or otherwise modified, is in full force and effect and is the legal, valid and binding obligation of each Guarantor, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the application of general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) Neither the execution and delivery of this Guaranty nor the consummation of the transactions contemplated herein will conflict with or result in a breach of, or require any consent under, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any material agreement or instrument to which the Guarantors are each Guarantor is a party or by which the Guarantors each Guarantor or their its property is bound or to which the Guarantors are each Guarantor is subject, or constitute a default under any such material agreement or instrument, or (except for the liens created pursuant hereto) result in the creation or imposition of any lien or encumbrance upon the Guarantors’ ' revenues or assets pursuant to the terms of any such material agreement or instrument. (d) The Guarantors have Each Guarantor has received and reviewed copies of the Program DocumentsMaster Repurchase Agreement. (e) This Guaranty is the legal, valid and binding obligation of each Guarantor, enforceable against each Guarantor, in accordance with its terms, subject to bankruptcy, insolvency and similar laws and to the availability of equitable remedies. (f) There is no action, suit or proceeding at law or in equity by or before any governmental authority, arbitral tribunal or other body now pending, or to the best of the Guarantors’ each Guarantor's knowledge, threatened against or affecting the Guarantors each Guarantor or any of their its respective property or, with respect that is reasonably likely to NCMC, the Pledged Collateral that has a reasonable likelihood of having have a material adverse effect on the Guarantors’ each Guarantor's condition, financial or otherwise. (fg) No authorizations, approvals or consents of, and no filings or registrations with, any governmental authority are necessary for the execution, delivery or performance by the Guarantors of this Guaranty, except for the filings of the UCC-1s. 4.02 NCMC NFI Holding as Pledgor hereby represents and warrants that: (a) The chief place of business and chief executive office of the Seller NFI Holding is Delaware0000 Xxxx Xxxxxxx, Suite 300, Kansas City, Missouri 64114. NCMC NFI Holding has heretofore delivered to the Buyer a certified copy of the Trust Agreement articles of incorporation and Administration Agreement by-laws of the Seller (collectively, the “Operating Documents”) NovaStar Mortgage as in effect on the date hereof. (b) Upon the filing of UCC-1 financing statements (“UCC-1s”"UCC-Is") in the State States of Delaware and Virginia and, to the extent that the Pledged Collateral or any part thereof constitutes “"securities” " for purposes of Article 8 of the UCC, registration of such pledge on the registration book maintained by the SellerNovaStar Mortgage, the pledge and security interest hereunder in favor of the Buyer constitutes a first priority pledge and security interest in and to all of the Pledged Collateral pledged by the Guarantors NFI Holding hereunder. (c) It is the sole beneficial owner of the Pledged Collateral pledged under Section 3 hereof free and clear of all claims, mortgages, pledges, liens, security interests and other encumbrances of any nature whatsoever (and no right or option to acquire the same exists in favor of any other person or entity), except for the assignment, pledge and security interest in favor of the Buyer created or provided for herein, and the Guarantor NFI Holding agrees that it will not encumber or grant any security interest in or with respect to the Pledged Collateral or permit any of the foregoing. (d) NCMC and the Seller do NFI Holding does not, in connection with selling, transferring and assigning any Loan and pledging the Pledged Collateral, have any actual intent to hinder, delay or defraud any entity to which NCMC or the Seller are or are to become NovaStar Mortgage becomes indebted. (e) In exchange for the pledge and guaranty hereunder, NCMCNFI Holding, as holder of the Pledged EquityShares, will derive a benefit from the sale, transfer and assignment of the Loans Servicing Rights to the Buyer. (f) It is solvent on the date hereof and will not become insolvent as a result of the pledge. (g) It does not intend to incur, or believe in respect of the pledge of the Pledged Collateral, that it will incur, debts that would be beyond its ability to pay such debts as such debts mature. (h) The Pledged Equity Shares are validly issued, fully paid for and nonassessable. No options, warrants or other agreements with respect to the Pledged Equity Shares are outstanding. The Pledged Equity Shares represent all of the ownership interest shares of capital stock in NovaStar Mortgage. 5.01 NFI Holding covenants and agrees that: (a) It shall not create, incur, assume or permit to exist any lien upon any of the SellerPledged Collateral other than the Lien of Buyer hereunder. (b) Without the prior written consent of the Buyer, it will not (i) vote to enable, or take any other action to permit, NovaStar Mortgage to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of NovaStar Mortgage or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Pledged Collateral. (c) It shall not file or cause or suffer to be filed with respect to NovaStar Mortgage a voluntary petition in bankruptcy to seek relief for NovaStar Mortgage under any provision of any bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction whether now or subsequently in effect, or consent to the filing of any petition against NovaStar Mortgage under any such law, or consent to the appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official for NovaStar Mortgage or of all or any part of NovaStar Mortgage's property, or make an assignment for the benefit of NovaStar Mortgage.