Common use of Replacement of the Collateral Agent Clause in Contracts

Replacement of the Collateral Agent. (a) The Collateral Agent may resign in writing at any time upon 30 days prior notice to the Issuer by so notifying the Issuer. The Required Holders may remove the Collateral Agent by so notifying the Collateral Agent and may appoint a successor Collateral Agent. The Issuer shall remove the Collateral Agent if: (i) the Collateral Agent is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (ii) a receiver, custodian or other public officer takes charge of the Collateral Agent or its property; or (iii) the Collateral Agent otherwise becomes incapable of acting. (b) If the Collateral Agent resigns or is removed by the Issuer or by the Required Holders and such Required Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Issuer shall promptly appoint a successor Collateral Agent. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT (c) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuer. Upon delivery of such acceptance and the payment of all outstanding fees, expenses and indemnification amounts to which the retiring Collateral Agent is entitled pursuant to Section 16.1 or any fee agreement between the Issuer and the Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Agreement. The successor Collateral Agent shall provide a written notice of its succession to the Purchasers. The retiring Collateral Agent shall promptly transfer all property held by it as the Collateral Agent to the successor Collateral Agent. (d) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, as applicable, or the holders of at least 10% in aggregate principal amount of the Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) Notwithstanding the replacement of the Collateral Agent pursuant to this Section 23.2, the Issuer’s obligations under Section 16.1 shall continue for the benefit of the retiring Collateral Agent.

Replacement of the Collateral Agent. (a) Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall become a Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto except for written notice to the other parties hereto. (b) The Collateral Agent may resign in writing as Collateral Agent at any time upon 30 days prior written notice to the Issuer Noteholders , the Trustee and the Company, and may be removed at any time with or without cause by so notifying the IssuerNoteholders representing a majority in aggregate principal amount at maturity of the then outstanding Notes, with any such resignation or removal to become effective only upon the appointment of a successor Collateral Agent under this Section 13. The Required Holders may remove If the Collateral Agent by so notifying shall provide notice of its resignation or be removed as Collateral Agent, then the Noteholders representing a majority in aggregate principal amount at maturity of the then outstanding Notes shall (and if no such successor shall have been appointed within 45 days of the Collateral Agent’s resignation or removal, the Collateral Agent and may may) appoint a successor Collateral Agent. The Issuer shall remove Agent which successor agent shall, in the Collateral Agent if: (i) the Collateral Agent is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Collateral Agent under case of any Bankruptcy Law; (ii) a receiver, custodian or other public officer takes charge of the Collateral Agent or its property; or (iii) the Collateral Agent otherwise becomes incapable of acting. (b) If the Collateral Agent resigns or is removed appointment by the Issuer or by the Required Holders and such Required Holders do not reasonably promptly appoint a successor Collateral Agent, or if be reasonably acceptable to the Noteholders representing a vacancy exists majority in the office aggregate principal amount at maturity of the then outstanding Notes, and the former Collateral Agent’s rights, powers and duties as Collateral Agent for shall be terminated, without any reason (other or further act or deed on the part of such former Collateral Agent (except that the resigning Collateral Agent shall deliver all Collateral then in such event being referred its possession to herein as the retiring Collateral Agent), the Issuer shall promptly appoint a successor Collateral Agent. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT (c) A Agent and shall execute and deliver to the successor Collateral Agent such instruments of assignment and transfer and other similar documents as such successor Collateral Agent shall deliver a written acceptance deem necessary or advisable (at the expense of its appointment to the Company). After any retiring Collateral Agent and Agent’s resignation or removal hereunder as Collateral Agent, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent. In the Issuer. Upon delivery of such acceptance and the payment of all outstanding fees, expenses and indemnification amounts to which the retiring event that a successor Collateral Agent is entitled pursuant to not appointed within the time period specified in this Section 16.1 13 of the Agreement following the provision of a notice of resignation or any fee agreement between the Issuer and removal of the Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Agreement. The successor Collateral Agent shall provide or any other Secured Party may petition a written notice of its succession to the Purchasers. The retiring Collateral Agent shall promptly transfer all property held by it as the Collateral Agent to the successor Collateral Agent. (d) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, as applicable, or the holders of at least 10% in aggregate principal amount of the Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent. Agent (e) Notwithstanding at the replacement expense of the Collateral Agent pursuant to this Section 23.2, the Issuer’s obligations under Section 16.1 shall continue for the benefit of the retiring Collateral AgentCompany).

Replacement of the Collateral Agent. (a) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent's acceptance of appointment as provided in this Section 2.4. (b) The Collateral Agent may resign in writing at any time upon 30 days prior and be discharged from the trust hereby created by giving thirty (30) days' written notice to the Issuer by so notifying the Issuer. The Required Holders Creditors may remove the Collateral Agent by so notifying the Collateral Agent and may appoint a successor Collateral Agentthe Issuer in writing. The Issuer shall may remove the Collateral Agent if: (i) the Collateral Agent fails to meet the eligibility criteria set forth in this Agreement; (ii) the Collateral Agent is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law; (iiiii) no Default or Event of Default on our part has occurred and is continuing and the Collateral Agent has failed to observe or perform any of its material obligations under this Agreement or the Security Documents; (iv) a receiver, custodian or other public officer takes charge of the Collateral Agent or its property; or (iiiv) the Collateral Agent otherwise becomes incapable of acting. (bc) If the Collateral Agent resigns or is removed by the Issuer or by the Required Holders and such Required Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Issuer shall promptly appoint a successor Collateral Agent. VELOCITY FINANCIALWithin one year after the successor Collateral Agent takes office, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENTthe Required Creditors may appoint a successor Collateral Agent to replace the successor Collateral Agent appointed by the Issuer. (cd) The Issuer shall give notice of each resignation and removal of the Collateral Agent and each appointment of a successor to all Noteholders and Additional Holders. (e) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent , the Issuer, or the holders of at least 10% in aggregate principal amount of the then outstanding Notes and Permitted Indebtedness may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. (f) If the Collateral Agent, after written request by any Noteholder who has been a Noteholder of a Note for at least six months, fails to comply with Section 2.6, such Noteholder may petition any court of competent jurisdiction for the removal of the Collateral Agent and the appointment of a successor Collateral Agent. (g) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuer. Upon delivery of such acceptance and the payment of all outstanding fees, expenses and indemnification amounts to which the retiring Collateral Agent is entitled pursuant to Section 16.1 or any fee agreement between the Issuer and the Collateral AgentThereupon, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this AgreementAgreement and the Security Documents. The successor Collateral Agent shall provide mail a written notice of its succession to the PurchasersTrustee. The retiring Collateral Agent shall promptly transfer all property held by it as the Collateral Agent to the successor Collateral Agent. (d) If a successor , provided all sums owing to the Collateral Agent does not take office within 60 days after hereunder have been paid and subject to the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, as applicable, or the holders of at least 10% Lien provided for in aggregate principal amount of the Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) Section 2.3 hereof. Notwithstanding the replacement of the Collateral Agent pursuant to this Section 23.22.4, the Issuer’s 's obligations under Section 16.1 2.3 hereof shall continue for the benefit of the retiring Collateral Agent. (h) If a Collateral Agent is removed with or without cause, all fees and expenses (including the reasonable fees and expenses of counsel) of the Collateral Agent incurred in the administration of the agency or in performing of the duties hereunder shall be paid to the Collateral Agent.

Replacement of the Collateral Agent. (a) The Collateral Agent may resign in writing at any time upon 30 days prior notice to the Issuer by so notifying the Issuer. The Required Holders may remove the Collateral Agent by so notifying the Collateral Agent and may appoint a successor Collateral Agent. The Issuer shall remove the Collateral Agent if: (i) the Collateral Agent is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law;; VELOCITY FINANCIAL, INC. NOTE PURCHASE AGREEMENT VELOCITY COMMERCIAL CAPITAL, LLC (ii) a receiver, custodian or other public officer takes charge of the Collateral Agent or its property; or (iii) the Collateral Agent otherwise becomes incapable of acting. (b) If the Collateral Agent resigns or is removed by the Issuer or by the Required Holders and such Required Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Issuer shall promptly appoint a successor Collateral Agent. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITAL, LLC NOTE PURCHASE AGREEMENT. (c) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuer. Upon delivery of such acceptance and the payment of all outstanding fees, expenses and indemnification amounts to which the retiring Collateral Agent is entitled pursuant to Section 16.1 or any fee agreement between the Issuer and the Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Agreement. The successor Collateral Agent shall provide a written notice of its succession to the Purchasers. The retiring Collateral Agent shall promptly transfer all property held by it as the Collateral Agent to the successor Collateral Agent. (d) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, as applicable, or the holders of at least 10% in aggregate principal amount of the Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) Notwithstanding the replacement of the Collateral Agent pursuant to this Section 23.2, the Issuer’s obligations under Section 16.1 shall continue for the benefit of the retiring Collateral Agent.

Replacement of the Collateral Agent. (a) A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent shall become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section 9.7. (b) The Collateral Agent may may, after giving sixty (60) days’ prior written notice to the Borrower, the Lenders and the Servicer, resign in writing at any time upon 30 days and be discharged from the trust hereby created; provided, however, that no such resignation of the Collateral Agent shall be effective until a successor Collateral Agent has assumed the obligations of the Collateral Agent hereunder. The Borrower may, with prior written notice to all Lenders and the Issuer by so notifying prior written consent of the Issuer. The Required Holders may Controlling Class, remove the Collateral Agent by so notifying written instrument, in duplicate, one copy of which instrument shall be delivered to the Collateral Agent so removed and may appoint a one copy to the successor Collateral Agent. The Issuer shall remove the Collateral Agent if: (i) the Collateral Agent is adjudged bankrupt or insolvent or an order for relief is entered fails to comply with respect to the Collateral Agent under any Bankruptcy LawSection 9.9; (ii) a receiver, custodian court or other public officer takes charge federal or state bank regulatory agency having jurisdiction in the premises in respect of the Collateral Agent shall have entered a decree or its order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Collateral Agent or for any substantial part of the Collateral Agent’s property; or, or ordering the winding-up or liquidation of the Collateral Agent’s affairs; (iii) the Collateral Agent otherwise consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Collateral Agent or for any substantial part of the Collateral Agent’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; (iv) the Collateral Agent fails in any material respect to duly observe or perform any covenants, obligations or agreements of the Collateral Agent set forth in this Agreement or any other Transaction Document, which failure, solely to the extent capable of cure, continues unremedied for a period of ten (10) Business Days after the earlier of discovery by the Collateral Agent or the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Collateral Agent; or (v) the Collateral Agent becomes incapable of acting. (b) . If the Collateral Agent resigns or is removed by the Issuer or by the Required Holders and such Required Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent)reason, the Issuer Borrower shall promptly appoint a successor Collateral Agent. VELOCITY FINANCIAL, INC. VELOCITY COMMERCIAL CAPITALacceptable to the Controlling Class by written instrument, LLC NOTE PURCHASE AGREEMENTin duplicate, one copy of which instrument shall be delivered to the resigning and one copy to the successor Collateral Agent. (c) If a successor Collateral Agent does not take office within thirty (30) days after the retiring Collateral Agent provides written notice of its resignation or is removed, the retiring Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring or removed Collateral Agent and to the IssuerBorrower. Upon delivery of such acceptance and the payment of all outstanding fees, expenses and indemnification amounts to which the retiring Collateral Agent is entitled pursuant to Section 16.1 or any fee agreement between the Issuer and the Collateral Agent, Thereupon the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent Agent, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers and duties of the Collateral Agent under this Agreement. The successor Collateral Agent shall provide mail a written notice of its succession to the PurchasersLenders. The retiring Collateral Agent shall shall, at the expense of the Borrower, promptly transfer to the successor Collateral Agent all property held by it as the Collateral Agent and all documents and statements held by it hereunder; provided, however, that all sums owing to the successor Collateral Agent. (d) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removedhereunder (and its agents and counsel) have been paid, and the retiring Borrower and the predecessor Collateral Agent, Agent shall execute and deliver such instruments and do such other things as applicable, or may reasonably be required for fully and certainly vesting and confirming in the holders of at least 10% in aggregate principal amount of the Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent. (e) Agent all such rights, powers, duties and obligations. Notwithstanding the replacement of the Collateral Agent pursuant to this Section 23.29.7, the IssuerBorrower’s obligations under Section 16.1 Sections 9.6 and 9.17 shall continue for the benefit of the retiring Collateral Agent. (d) Any resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent pursuant to any of the provisions of this Section 9.7 shall not become effective until acceptance of appointment by the successor Collateral Agent pursuant to this Section 9.7 and payment of all fees and expenses owed to the retiring Collateral Agent. (e) No successor Collateral Agent shall accept appointment as provided in this Section 9.7 unless at the time of such acceptance such successor Collateral Agent shall be eligible under the provisions of Section 9.9 hereof.