Common use of Authorization of Notes; Additional Notes Clause in Contracts

Authorization of Notes; Additional Notes. The Issuer agrees to the issue and sale of $215,000,000 aggregate principal amount of its 7.125% Senior Secured Notes due 2027 (the “Initial Notes” and, together with any Additional Notes (as defined below), the “Notes”) to the Purchasers on the terms set forth in the Note Purchase Agreements. The Issuer may, from time to time, without the consent of, or notice to, the Purchasers or the Noteholders, as applicable, issue additional notes with the same terms as the Initial Notes (other than differences in the date of issuance, the issue price, the first interest payment date applicable thereto, the first date from which interest will accrue and the interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount (“Additional Notes”); provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes and securities law purposes, such Additional Notes will have a separate CUSIP number and provided further, that, both immediately before and on a pro forma basis, after giving effect to the issuance and sale of any such Additional Notes and intended use of proceeds therefrom, (a) no Default or Event of Default has occurred and is continuing (subject to customary “SunGard” or “certain funds” limitations to the extent the proceeds of any Additional Notes are being used to finance a Limited Condition Acquisition), (b) the Issuer is in compliance with Section 11.3 of this Note Purchase Agreement (including, for the avoidance of doubt, any concurrent addition of Collateral) and (c) the Issuer reaffirms the rating for the Notes with one or more NRSROs. The Initial Notes and any Additional Notes will rank equally and ratably and will be treated as a single series for all purposes under the Note Documents. The Notes issued to Qualified Institutional Buyers initially shall be represented by one or more Global Notes, the Notes issued to non-Qualified Institutional Buyers shall be represented by one or more Certificated Notes, as provided in Section 14 and substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT

Authorization of Notes; Additional Notes. The Issuer agrees to the issue and sale of $215,000,000 75,000,000 aggregate principal amount of its 7.1259.875% Senior Secured Notes due 2027 2029 (the “Initial Notes” and, together with any Additional Notes (as defined below), the “Notes”) to the Purchasers on the terms set forth in the Note Purchase Agreements. The Issuer may, from time to time, without the consent of, or notice to, the Purchasers or the Noteholders, as applicable, issue additional notes with the same terms as the Initial Notes (other than differences in the date of issuance, the issue price, the first interest payment date applicable thereto, the first date from which interest will accrue and the interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount (“Additional Notes”); provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes and securities law purposes, such Additional Notes will have a separate CUSIP number and provided further, that, both immediately before and on a pro forma basis, after giving effect to the issuance and sale of any such Additional Notes and intended use of proceeds therefrom, (a) no Default or Event of Default has occurred and is continuing (subject to customary “SunGard” or “certain funds” limitations to the extent the proceeds of any Additional Notes are being used to finance a Limited Condition Acquisition), (b) the Issuer is in compliance with Section 11.3 of this Note Purchase Agreement (including, for the avoidance of doubt, any concurrent addition of Collateral) and (c) the Issuer reaffirms the rating for the Notes with one or more NRSROs. The Initial Notes and any Additional Notes will rank equally and ratably and will be treated as a single series for all purposes under the Note Documents. The Notes issued to Qualified Institutional Buyers initially shall be represented by one or more Global Notes, the Notes issued to non-Qualified Institutional Buyers shall be represented by one or more Certificated Notes, as provided in Section 14 and substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern. VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENTLLC