Reaffirmation of Guarantors Clause Samples

Reaffirmation of Guarantors. Each Guarantor (i) consents to the execution and delivery of this Amendment, (ii) reaffirms all of its obligations and covenants under the Guaranty and Security Agreement and the other Loan Documents to which it is a party, and (iii) agrees that none of its respective obligations and covenants shall be reduced or limited by the execution and delivery of this Amendment.

Reaffirmation of Guarantors. (a) Each Guarantor heretofore executed and delivered to the Administrative Agent a Guaranty Agreement dated as of September 14, 2007 (the “Guaranty”). Each of the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Letter Agreement and consents to the terms and conditions of the Credit Agreement (and all Obligations thereunder), this Letter Agreement and any related Loan Documents and all obligations thereunder and hereunder, and to any modification of the Loan Documents effected pursuant to this Letter Agreement. Each Guarantor hereby confirms to the Lender Parties that, after giving effect to this Letter Agreement, the Guaranty of such Guarantor and each other Loan Document to which such Guarantor is a party continues in full force and effect and is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Each Guarantor further acknowledges, confirms and agrees that Administrative Agent and the Lenders have and shall continue to have a valid, enforceable and perfected first-priority lien (subject only to Permitted Liens) upon and security interest in the Collateral granted to Administrative Agent and the Lenders pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent and the Lenders. (b) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in the Credit Agreement, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the waivers or modifications to the Credit Agreement effected pursuant to this Letter Agreement, (ii) nothing in the Credit Agreement, this Letter Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future waivers or modifications to the Credit Agreement, and (iii) the Lender parties hereto are relying on the assurances provided herein in entering into this Letter Agreement and maintaining credit outstanding to the Borrower.

Reaffirmation of Guarantors. (a) The Company heretofore executed and delivered to the Administrative Agent a Guaranty Agreement dated as of August 19, 2019 (the “Original Guaranty”). This Amendment and the Guaranty provided for in Section 10 of Annex I attached hereto amends, restates and supersedes the Original Guaranty and does not extinguish any of the Guaranteed Indebtedness (as defined therein), all of which continue to be guaranteed by the Company under the terms and conditions of the Guaranty provided for in Section 10 of Annex I attached hereto. In addition, each of OppWin, OPPORTUNITY MANAGER, LLC, an Illinois limited liability company, OppFi Management Holdings, LLC, a Delaware limited liability company, OPPORTUNITY FINANCIAL CARD COMPANY, LLC, a Delaware limited liability company, and OPPWIN CARD, LLC, a Delaware limited liability company, hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, including without limitation Section 10 of Annex I attached hereto, effective from and after the date hereof. (b) Each Guarantor hereby represents and warrants that its Guaranty and each other Credit Document to which such Guarantor is a party is the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Each Guarantor confirms that the representations and warranties set forth in the Credit Agreement and the other Credit Documents made by such Guarantor are true and correct as to such Guarantor in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date) and each Guarantor shall comply with each of the covenants set forth in the Credit Agreement and the other Credit Documents applicable to it. Without limiting the generality of the foregoing, each Guarantor hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Section 10 thereof, to the same extent and with the same force and effect as if such Person was an original signatory party thereto.

Reaffirmation of Guarantors. Each of the undersigned (each, a “Guarantor”) has previously executed that certain Subsidiary Guaranty Agreement dated as of December 14, 2018 (the “Guaranty”) in favor of the Administrative Agent for the benefit of itself and the Secured Parties in connection with the Credit Agreement. Each Guarantor understands that the Borrower, the Administrative Agent and the Lenders have entered into the foregoing Second Amendment to Amended and Restated Credit Agreement of even date herewith (the “Amendment”). Each Guarantor: (a) acknowledges it has read the Amendment, (b) consents to the execution of the Amendment by the Borrower and consents to the matters set forth in the Amendment, (c) reaffirms its obligations under the Guaranty and acknowledges that such document covers all Obligations as the same may be amended and/or increased in the Amendment, (d) agrees that its Guaranty remains in full force and effect in accordance with its terms, (e) agrees that any reference in its Guaranty or any other Loan Documents to the Credit Agreement means the Credit Agreement as amended by the Amendment and (f) agrees that all of the Secured Obligations, as amended by the Amendment, are secured by all of the Security Documents. Dated: June 30, 2020. CENTER MANUFACTURING HOLDINGS, INC., as a Guarantor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer, Secretary and Treasurer CENTER MANUFACTURING, INC., as a Guarantor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer, Secretary and Treasurer CENTER—▇▇▇▇▇▇▇ PRODUCTS LLC, as a Guarantor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer, Secretary and Treasurer DEFIANCE METAL PRODUCTS CO., as a Guarantor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF ARKANSAS, INC., as a Guarantor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President, Secretary and Treasurer DEFIANCE METAL PRODUCTS OF PA., INC., as a Guarantor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Secretary and Treasurer DEFIANCE METAL PRODUCTS OF WI, INC., as a Guarantor By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇ Title: Secretary The undersigned, on behalf of MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:

Reaffirmation of Guarantors. Each of the Guarantors hereby acknowledges and agrees to the terms of this Agreement and agrees that its respective guaranty obligations are hereby reaffirmed and acknowledged, as such guaranty obligations have been amended hereby.

Reaffirmation of Guarantors. Guarantors agree to the terms set forth in this Third Amendment, reaffirm all of their obligations under the Guarantees and represent and warrant that no defenses or counterclaims exist with respect to their obligations under the Guarantees. Each Guarantor reaffirms the representations and warranties contained in the Guarantees as if made as of the date of this Third Amendment. Each Guarantor represents and warrants that each of them has fully complied with all covenants and agreements to be complied with or performed by its under the Guarantees (and all documents executed in connection thereunder) and no Guarantor is presently in default under any term of the Guarantees. Each Guarantor has the full power and authority to enter into this Third Amendment.

Reaffirmation of Guarantors. The undersigned Guarantors hereby consent to the foregoing Third Amendment to Master Lease and reaffirm to Lessor that their obligations under the Guaranty remain in full force and effect with respect to the Lease, as amended hereby. KINDRED HEALTHCARE, INC., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Corporate Development & Financial Planning By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Its: VP Development KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Corporate Development & Financial Planning By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Its: VP Development The land referred to herein is described as follows: TRACT 1: LAND in the Town of Carthage, First (1st) Civil District of ▇▇▇▇▇ County, Tennessee, being more particularly described according to a survey made by HLS, Inc., Consulting Engineers, dated April 1983, of record in Plat Book 3, page 24, Register’s Office for ▇▇▇▇▇ County, Tennessee, as follows: BEGINNING at an iron pin located in the fence on the west side of the subject property, said iron pin being at the southwest corner of the subject property, and being further identified as being North 8 degrees 36 minutes East 433.20 feet from the ▇▇▇▇▇▇ Heirs southwest corner; running thence North 8 degrees 36 minutes East 228.24 feet with the fence to an iron pin; thence North 23 degrees 52 minutes East 375.0 feet to an iron pin located at the northwest corner of the subject property; thence South 81 degrees 26 minutes East 316.0 feet to an iron pin located at the northeast corner of the subject property; thence South 8 degrees 36 minutes West 589.9 feet to an iron pin located at the southeast corner of the subject property; thence North 81 degrees 26 minutes West 414.84 feet to the point of beginning, containing 5.21 acres, more or less. TRACT 2: LAND in the Town of Carthage, First (1st) Civil District of ▇▇▇▇▇ County, Tennessee, and being more particularly described according to a survey made by ▇▇▇▇▇ & ▇▇▇▇▇, Surveyors, dated September 15, 1983, which is a re-survey of Part of Lot No. 1 and of Lot No. 2, as shown on plan of record in Warranty Deed Book 59, page 320, Register’s Office for ▇▇▇▇▇ County, Tennessee, said survey by ▇▇▇▇▇ & ▇▇▇▇▇, Surveyors, being of record in Plat Book 3, page 22, said Register’s Office, as follows: Said Lot begins at an iron pipe located on the easterly right of way of Hospital Drive, the common northwest corner of the subject property and southwest ▇▇▇▇▇ of ...

Reaffirmation of Guarantors. Each Guarantor hereby (i) acknowledges and consents to the terms of this Amendment and Joinder and the Credit Agreement as amended by this Amendment and Joinder, (ii) confirms that its Guaranty in favor of the Administrative Agent, for the benefit of the Lenders, the L/C Issuer and their Affiliates, and all of its obligations thereunder, as amended, remain in full force and effect, (iii) acknowledges that the Series One Incremental Term Loans constitute Loans and Credit under the Credit Agreement that benefit equally and ratably with all other obligations guaranteed by the Guarantors and (iv) reaffirms all of the terms, provisions, agreements and covenants contained in its Guaranty. Each Guarantor further agrees that its consent to any further amendments or modifications to the Credit Agreement and other Loan Documents shall not be required solely as a result of this acknowledgment and consent having been obtained, except to the extent, if any, required by any Guaranty.

Reaffirmation of Guarantors. Guarantors agree to the terms set forth in this Amendment, reaffirm all of their obligations under the Guarantees and represent and warrant that no defenses or counterclaims exist with respect to their obligations under the Guarantees. Each Guarantor reaffirms the representations and warranties contained in the Guarantees as if made as of the date of this Agreement. Each Guarantor represents and warrants that each of them has fully complied with all covenants and agreements to be complied with or performed by its under the Guarantees and no Guarantor is presently in default under any term of the Guarantees. Each Guarantor has the full power and authority to enter into this Agreement.