Common use of Organization and Ownership of Shares of Subsidiaries Clause in Contracts

Organization and Ownership of Shares of Subsidiaries. Schedule 5(s) contains (except as noted therein) complete and correct lists of the Borrower's Subsidiaries as of the Closing Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Equity Interests outstanding owned by the Borrower and each other Subsidiary. All of the outstanding Equity Interests of each Subsidiary shown in Schedule 5(s) as being owned by the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5(s)). Except as expressly permitted under this Credit Agreement, each Subsidiary identified on Schedule 5(s) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Materially Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. No Subsidiary (other than an SPE Subsidiary, Solutions Capital or any of their respective Subsidiaries) is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Credit Agreement, the agreements listed on Schedule 5(s) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Organization and Ownership of Shares of Subsidiaries. Schedule 5(s) contains (except as noted therein) complete and correct lists Each of the Borrower's Subsidiaries Guarantor’s “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X that is organized as a corporation, limited or general partnership or limited liability company is listed on Schedule 6.5 hereto. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT Each such significant subsidiary of the Closing DateGuarantor (i) has been duly organized and is validly existing as a corporation, showinglimited or general partnership or limited liability company, as to each Subsidiarythe case may be, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Equity Interests outstanding owned by the Borrower and each other Subsidiary. All of the outstanding Equity Interests of each Subsidiary shown in Schedule 5(s) as being owned by the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5(s)). Except as expressly permitted under this Credit Agreement, each Subsidiary identified on Schedule 5(s) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings and (iii) is duly qualified as a foreign corporation corporation, limited or other legal entity general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required required, whether by lawreason of the ownership or leasing of property or the conduct of business, other than those jurisdictions as to which except, in each case in this sentence, where the failure so to qualify or to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have result in a Materially Material Adverse Effect. Each such Subsidiary has Except as otherwise disclosed in the corporate or other power SEC Filings, all of the issued and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. No Subsidiary (other than an SPE Subsidiary, Solutions Capital or any of their respective Subsidiaries) is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Credit Agreement, the agreements listed on Schedule 5(s) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such Subsidiary.subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Guarantor, directly or through subsidiaries, free and clear of any Lien that is prohibited by the Note Documents; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Schedule 6.5 accurately sets forth whether each such significant subsidiary of the Guarantor is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The only subsidiaries of the Guarantor are (A) the Issuer, (B) the subsidiaries of the Guarantor listed on Exhibit 21 to the Guarantor’s most recent Annual Report on Form 10-K and (C) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary, as defined in Rule 1-02 of Regulation S-X.

Organization and Ownership of Shares of Subsidiaries. Schedule 5(s) contains (except as noted therein) complete and correct lists Each of the Borrower's Subsidiaries Guarantor’s “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X that is organized as a corporation, limited or general partnership or limited liability company is listed on Schedule 6.5 hereto. VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, LLC Each such significant subsidiary of the Closing DateGuarantor (i) has been duly organized and is validly existing as a corporation, showinglimited or general partnership or limited liability company, as to each Subsidiarythe case may be, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Equity Interests outstanding owned by the Borrower and each other Subsidiary. All of the outstanding Equity Interests of each Subsidiary shown in Schedule 5(s) as being owned by the Borrower and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5(s)). Except as expressly permitted under this Credit Agreement, each Subsidiary identified on Schedule 5(s) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of its organization, (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings and (iii) is duly qualified as a foreign corporation corporation, limited or other legal entity general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required required, whether by lawreason of the ownership or leasing of property or the conduct of business, other than those jurisdictions as to which except, in each case in this sentence, where the failure so to qualify or to be so qualified or in good standing could would not, individually or in the aggregate, reasonably be expected to have result in a Materially Material Adverse Effect. Each such Subsidiary has Except as otherwise disclosed in the corporate or other power SEC Filings, all of the issued and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. No Subsidiary (other than an SPE Subsidiary, Solutions Capital or any of their respective Subsidiaries) is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Credit Agreement, the agreements listed on Schedule 5(s) and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such Subsidiary.subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Guarantor, directly or through subsidiaries, free and clear of any Lien that is prohibited by the Note Documents; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Schedule 6.5 accurately sets forth whether each such significant subsidiary of the Guarantor is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The only subsidiaries of the Guarantor are (A) the Issuer, (B) the subsidiaries of the Guarantor listed on Exhibit 21 to the Guarantor’s most recent Annual Report on Form 10-K and (C) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary, as defined in Rule 1-02 of Regulation S-X.

Organization and Ownership of Shares of Subsidiaries. Affiliates. (a) Schedule 5(s) 5.4 contains (except as noted therein) complete and correct lists of (i) the Borrower's Subsidiaries as of the Closing DateCompany’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar Equity Interests outstanding owned by the Borrower Company and each other Subsidiary, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers. (b) All of the outstanding shares of capital stock or similar Equity Interests of each Subsidiary shown in Schedule 5(s) 5.4 as being owned by the Borrower Company and its Subsidiaries have been validly issued, are fully paid and nonassessable non-assessable and are owned by the Borrower Company or another Subsidiary free and clear of any Lien that is prohibited by this Agreement. (except as otherwise disclosed in Schedule 5(s)). Except as expressly permitted under this Credit Agreement, each c) Each Subsidiary identified on Schedule 5(s) is a corporation or other legal entity duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Materially Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties Properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary (other than an SPE Subsidiary, Solutions Capital or any of their respective Subsidiaries) is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Credit Agreement, the agreements listed on Schedule 5(s) 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Borrower Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests Equity Interests of such Subsidiary. (e) The Company has no Subsidiaries (excluding Wholly-Owned Subsidiaries which have executed a Guaranty) which individually or in the aggregate own more than 10% in value of the consolidated assets of the Company and its Subsidiaries, as determined in accordance with Generally Accepted Accounting Principles. Each of the Company’s Subsidiaries is a “qualified REIT subsidiary” under Section 856 of the Code. Section 5.5.

Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5(s) 5.4 contains (except as noted therein) complete and correct lists of the Borrower's Company’s Restricted and Unrestricted Subsidiaries as of the Closing Execution Date, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organizationorganization and, and with respect to each Material Subsidiary, the percentage of shares of each class of its Equity Interests Capital Stock outstanding owned by the Borrower Company and each other Subsidiary. (b) All of the outstanding Equity Interests shares of Capital Stock of each Subsidiary shown in Schedule 5(s) as being owned by the Borrower Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5(s)5.4). Except as expressly permitted under this Credit Agreement, each (c) Each Subsidiary identified on Schedule 5(s) is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Materially Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary (other than an SPE Subsidiary, Solutions Capital or any of their respective Subsidiaries) is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than this Credit Agreement, the agreements listed on Schedule 5(s) 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the its ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits Restricted Payments to the Borrower Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests Capital Stock of such Subsidiary., except for such restrictions that do not impair the Company’s ability to perform its obligations under this Agreement, including, without limitation, its obligation to make payments hereunder and under the Notes. Section 5.5

Organization and Ownership of Shares of Subsidiaries. Schedule 5(s) (a)Schedule 5.4 to this Exhibit A contains (except as noted therein) complete and correct lists of the BorrowerCompany's Subsidiaries as of the Closing DateRestricted and Unrestricted Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organizationorganization and, and with respect to each Material Subsidiary, the percentage of shares of each class of its Equity Interests Capital Stock outstanding owned by the Borrower Company and each other Subsidiary. All (b)All of the outstanding Equity Interests shares of Capital Stock of each Subsidiary shown in Schedule 5(s) 5.4 to this Exhibit A as being owned by the Borrower Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5(s)5.4 to this Exhibit A). Except as expressly permitted under this Credit Agreement, each (c)Each Subsidiary identified on in Schedule 5(s) 5.4 to this Exhibit A is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Materially Material Adverse Effect. Each such Subsidiary has the corporate Exhibit A (to First Supplement to Note Purchase Agreement) or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Subsidiary (other than an SPE Subsidiary, Solutions Capital or any of their respective Subsidiaries) is a party to, or otherwise subject to to, any legal, regulatory, contractual or other restriction (other than this Credit the Note Purchase Agreement, the agreements listed on Schedule 5(s) 5.4 to this Exhibit A and customary limitations imposed by corporate law or similar statutes) restricting the its ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits Restricted Payments to the Borrower Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests Capital Stock of such Subsidiary., except for such restrictions that do not impair the Company's ability to perform its obligations under the Note Purchase Agreement, including, without limitation, its obligation to make payments hereunder and under the series 2013-A Notes. Section 5.5