Common use of REAFFIRMATION AND CONSENT Clause in Contracts

REAFFIRMATION AND CONSENT. All capitalized terms used herein without definition shall have the meanings ascribed thereto in: (a) that certain Revolving Note and Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”) and CITY NATIONAL BANK, a national banking association (“Lender”), and (b) that certain Revolving Note, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Eight to Revolving Note and Cash Subordination Agreement & Revolving Note, effective as of May 9, 2017 (the “Amendment”), by and between Broker/Dealer and Lender, (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Holding Broker/Dealer Guaranty”) by JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“JMP Holding Guarantor”), in favor of Lender, (c) that certain General Continuing Guaranty, dated as of April 30, 2014 (as amended, restated, or otherwise modified from time to time, the “Harvest Broker/Dealer Guaranty”) by HARVEST CAPITAL STRATEGIES LLC, formerly known as JMP Asset Management LLC, a Delaware limited liability company (“Harvest Guarantor”), in favor of Lender, (d) that certain General Continuing Guaranty, dated as of May 12, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Realty Broker/Dealer Guaranty”) by JMP REALTY TRUST INC., a Maryland corporation (“JMP Realty Guarantor”), in favor of Lender and (e) that certain General Continuing Guaranty, dated as of May 12, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Investment Broker/Dealer Guaranty”; the JMP Investment Broker/Dealer Guaranty, the JMP Holding Broker/Dealer Guaranty, the Harvest Broker/Dealer Guaranty and the JMP Realty Broker/Dealer Guaranty, collectively, the “Broker/Dealer Guaranties”) by JMP INVESTMENT HOLDING LLC, a Delaware limited liability company (“JMP Investment Guarantor”; the JMP Investment Guarantor, JMP Holding Guarantor, the Harvest Guarantor and JMP Realty Guarantor, collectively, the “Guarantors”), in favor of Lender. The undersigned Guarantors each hereby (a) represents and warrants to the Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental entity, or of the terms of its certificate of formation and limited liability company agreement, or of any material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the amendment of the Note Agreement and the Note as set forth in the Amendment and any waivers granted therein; (c) acknowledges and reaffirms its obligations owing to the Lender under the applicable Broker/Dealer Guaranty, as amended hereby; and (d) agrees that the Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand that the Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein without definition but not otherwise defined herein shall have the meanings ascribed thereto in: to them in (a) that certain Revolving Note Second Amended and Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and Restated Credit Agreement entered into between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”) and CITY NATIONAL BANK, a national banking association (“Lender”), and (b) that certain Revolving Note, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Eight to Revolving Note and Cash Subordination Agreement & Revolving Note, effective as of May 9, 2017 (the “Amendment”), by and between Broker/Dealer and Lender, (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Holding Broker/Dealer Guaranty”) by JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“JMP Holding GuarantorBorrower”), in favor of the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (c) that certain General Continuing Guarantyin such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of April 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Harvest Broker/Dealer GuarantyCredit Agreement”), (b) that certain Amendment Number One to Second Amended and Restated Credit Agreement, dated as of April 25, 2016 (the “First Amendment”) by HARVEST CAPITAL STRATEGIES LLCand among Borrower, formerly known Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as JMP Asset Management LLCof August 24, a Delaware limited liability company 2016 (the “Harvest GuarantorSecond Amendment”)) by and among Borrower, in favor of LenderAgent and the Lenders, (d) that certain General Continuing GuarantyAmendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2016 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Realty Broker/Dealer GuarantyThird Amendment”) by JMP REALTY TRUST INC.and among Borrower, a Maryland corporation (“JMP Realty Guarantor”)Agent and the Lenders, in favor of Lender and (e) that certain General Continuing GuarantyAmendment Number Four to Second Amended and Restated Credit Agreement, dated as of May 12August 6, 2016 2018 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Investment Broker/Dealer Guaranty”; the JMP Investment Broker/Dealer Guaranty, the JMP Holding Broker/Dealer Guaranty, the Harvest Broker/Dealer Guaranty and the JMP Realty Broker/Dealer Guaranty, collectively, the “Broker/Dealer GuarantiesFourth Amendment”) by JMP INVESTMENT HOLDING LLCand among Borrower, a Delaware limited liability company Agent and Lenders, (“JMP Investment Guarantor”; the JMP Investment Guarantorf) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, JMP Holding Guarantordated as of July 1, the Harvest Guarantor 2019, and JMP Realty Guarantor(g) that certain Amendment Number Six to Second Amended and Restated Credit Agreement, collectivelydated as of September 5, 2019 (the “GuarantorsAmendment”)) by and among Borrower, in favor of LenderAgent and Lenders. The undersigned Guarantors each hereby (a) represents and warrants to Agent and the Lender Lenders that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental entityauthority, or of the terms of its certificate of formation and limited liability company agreementcharter or bylaws, or of any material contractual obligation contract or undertaking to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the amendment of the Note Agreement and the Note as set forth in transactions contemplated by the Amendment and by each amendment to any waivers granted thereinLoan Document executed on or before the date hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lender Lenders under the applicable Broker/Dealer Guaranty, as amended herebyany Loan Documents to which it is a party; and (d) agrees that each of the Note Agreement Loan Documents to which it is a party is and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand understands that Agent and the Lender has Lenders have no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein without definition shall have the meanings ascribed thereto in: (a) that certain Revolving Note and Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”) and CITY NATIONAL BANK, a national banking association (“Lender”), and (b) that certain Revolving Note, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Eight Six to Revolving Note and Cash Subordination Agreement & Revolving Note, effective as of May 96, 2017 2015 (the “Amendment”), by and between Broker/Dealer and Lender, and (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Holding Broker/Dealer Guaranty”) by JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“JMP Holding Guarantor”), in favor of Lender, (c) that certain General Continuing Guaranty, dated as of April 30, 2014 (as amended, restated, or otherwise modified from time to time, the “Harvest Broker/Dealer Guaranty”) by HARVEST CAPITAL STRATEGIES LLC, formerly known as JMP Asset Management LLC, a Delaware limited liability company (“Harvest Guarantor”), in favor of Lender, (d) that certain General Continuing Guaranty, dated as of May 12, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Realty Broker/Dealer Guaranty”) by JMP REALTY TRUST INC., a Maryland corporation (“JMP Realty Guarantor”), in favor of Lender and (e) that certain General Continuing Guaranty, dated as of May 12, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Investment Broker/Dealer Guaranty”; the JMP Investment Broker/Dealer Guaranty, the JMP Holding Broker/Dealer Guaranty, the Harvest Broker/Dealer Guaranty and the JMP Realty Broker/Dealer Guaranty, collectively, the “Broker/Dealer Guaranties”) by JMP INVESTMENT HOLDING LLC, a Delaware limited liability company (“JMP Investment Guarantor”; the JMP Investment Guarantor, JMP Holding Guarantor, the Harvest Guarantor and JMP Realty Guarantor, collectively, the “Guarantors”), in favor of Lender. The undersigned Guarantors each Guarantor hereby (a) represents and warrants to the Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental entity, or of the terms of its certificate of formation and limited liability company agreement, or of any material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the amendment of the Note Agreement and the Note as set forth in the Amendment and any waivers granted therein; (c) acknowledges and reaffirms its obligations owing to the Lender under the applicable Broker/Dealer Guaranty, as amended hereby; and (d) agrees that the Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand that the Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

REAFFIRMATION AND CONSENT. All capitalized terms used herein without definition shall have the meanings ascribed thereto in: (a) that certain Revolving Note and Cash Subordination Agreement, dated as of April 8, 2012 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note Agreement”) by and between JMP SECURITIES LLC, a Delaware limited liability company (“Broker/Dealer”) and CITY NATIONAL BANK, a national banking association (“Lender”), and (b) that certain Revolving Note, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “Note”) by and between Broker/Dealer and Lender. Reference is made to: (a) that certain Amendment Number Eight Eleven to Revolving Note and Cash Subordination Agreement & Revolving Note, effective as of May 9June 29, 2017 2020 (the “Amendment”), by and between Broker/Dealer and Lender, (b) that certain General Continuing Guaranty, dated as of April 8, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Holding Broker/Dealer Guaranty”) by JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“JMP Holding Guarantor”), in favor of Lender, (c) that certain General Continuing Guaranty, dated as of April 30, 2014 (as amended, restated, or otherwise modified from time to time, the “Harvest Broker/Dealer Guaranty”) by HARVEST CAPITAL STRATEGIES LLC, formerly known as JMP Asset Management LLC, a Delaware limited liability company (“Harvest Guarantor”), in favor of Lender, (d) that certain General Continuing Guaranty, dated as of May 12, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Realty Broker/Dealer Guaranty”) by JMP REALTY TRUST INC., a Maryland corporation (“JMP Realty Guarantor”), in favor of Lender and (ed) that certain General Continuing Guaranty, dated as of May 12, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, the “JMP Investment Broker/Dealer Guaranty”; the JMP Investment Broker/Dealer Guaranty, the JMP Holding Broker/Dealer Guaranty, the Harvest Broker/Dealer Guaranty and the JMP Realty Harvest Broker/Dealer Guaranty, collectively, the “Broker/Dealer Guaranties”) by JMP INVESTMENT HOLDING LLC, a Delaware limited liability company (“JMP Investment Guarantor”; the JMP Investment Guarantor, JMP Holding Guarantor, Guarantor and the Harvest Guarantor and JMP Realty Guarantor, collectively, the “Guarantors”), in favor of Lender. The undersigned Guarantors each hereby (a) represents and warrants to the Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental entity, or of the terms of its certificate of formation and limited liability company agreement, or of any material contractual obligation to which it is a party or by which any of its properties may be bound or affected, except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a material adverse effect; (b) consents to the amendment of the Note Agreement and the Note as set forth in the Amendment and any waivers granted therein; (c) acknowledges and reaffirms its obligations owing to the Lender under the applicable Broker/Dealer Guaranty, as amended hereby; and (d) agrees that the Note Agreement and the Note shall remain in full force and effect, as amended hereby. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand that the Lender has no obligation to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic mail also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.