Common use of Reaffirmation of Guarantors Clause in Contracts

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) Each Guarantor heretofore executed and delivered to the Administrative Agent a Guaranty Agreement dated as of September 147, 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 letter agreement and consents to the terms and conditions of the Credit Agreement (and all Obligations thereunder), this Letter Agreement letter agreement and any related Loan Documents effected pursuant to the Credit Agreement, and all obligations thereunder and hereunderthereunder, and to any modification of Liens created or provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged by the Loan Documents effected pursuant to Credit Agreement or this Letter Agreementletter agreement. Each Guarantor hereby confirms to the Lender Parties Administrative Agent and the Lenders that, after giving effect to the Credit Agreement and this Letter Agreementletter 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 AgreementAgreement and this letter 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 or this Letter Agreementletter agreement, (ii) nothing in the Credit Agreement, this Letter Agreement 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 the Credit Agreement and maintaining this letter agreement and extending credit outstanding to the BorrowerBorrower pursuant to the terms thereto.

Reaffirmation of Guarantors. (a) Each Guarantor The Company heretofore executed and delivered to the Administrative Agent a Guaranty Agreement dated as of September 14August 19, 2007 2019 (the “Original Guaranty”). Each 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 Guarantors hereby acknowledges that it has reviewed Guaranteed Indebtedness (as defined therein), all of which continue to be guaranteed by the terms and provisions of the Credit Agreement and this Letter Agreement and consents to Company under the terms and conditions of the Credit Agreement (and all Obligations thereunder)Guaranty provided for in Section 10 of Annex I attached hereto. In addition, this Letter Agreement and any related Loan Documents and all obligations thereunder and hereundereach 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 any modification be a “Guarantor” for all purposes of the Loan Documents effected pursuant to this Letter Credit Agreement. , including without limitation Section 10 of Annex I attached hereto, effective from and after the date hereof. (b) Each Guarantor hereby confirms to the Lender Parties that, after giving effect to this Letter Agreement, the represents and warrants that its Guaranty of such Guarantor and each other Loan Credit 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 that the representations 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 warranties set forth in the Credit Agreement, Agreement and the other Credit Documents made by such Guarantor is not required 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 or any other Loan Document to consent to the waivers or modifications to the Credit Agreement effected pursuant to this Letter Agreementof, (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 including without limitation Section 10 thereof, to the Credit Agreement, same extent and (iii) with the Lender parties hereto are relying on the assurances provided herein in entering into this Letter Agreement same force and maintaining credit outstanding to the Borrowereffect as if such Person was an original signatory party thereto.

Reaffirmation of Guarantors. (a) Each Guarantor heretofore executed and delivered to of the Administrative Agent a Guaranty Agreement dated as of September 14, 2007 Loan Parties party hereto (the “GuarantyReaffirming Parties”). Each ) acknowledges receipt of a copy of this Amendment and (i) hereby consents to the amendment and restatement of the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Closing Date Credit Agreement and this Letter Agreement each of the transactions contemplated thereby or the Merger, (ii) hereby confirms its respective guarantees, pledges, grants of security interests and consents other obligations, as applicable, under and subject to the terms and conditions of each of the Security Agreements and Guaranty (each, as defined in the Credit Agreement Agreement) (and all Obligations thereunder)collectively, this Letter Agreement and any related Loan Documents and all obligations thereunder and hereunderthe “Reaffirmed Documents”) to which it is party, and to (iii) agrees that, notwithstanding the effectiveness of this Amendment or any modification of the Loan Documents effected pursuant to this Letter Agreement. Each Guarantor hereby confirms to transactions contemplated thereby or the Lender Parties thatMerger, after giving effect to this Letter Agreementsuch guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Security Agreements and Guaranty of such Guarantor and each other Loan Document to which such Guarantor it is a party continues party, are not impaired or adversely affected in any manner whatsoever and shall continue to be 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 secure all the Obligations (as defined in the Credit Agreement), as amended, increased and/or extended pursuant to this Amendment including, without limitation, the Additional Term Loans. In furtherance of the foregoing, each Reaffirming Party does hereby grant to the Administrative Agent a valid, enforceable and perfected first-priority lien (subject only to Permitted Liens) upon and security interest in all collateral described in any Security Agreement as security for the Collateral granted to Administrative Agent and Obligations (as defined in the Lenders Credit Agreement), as amended, increased and/or extended pursuant to this Amendment, including without limitation, the Loan Documents or otherwise granted Additional Term Loans (as defined in the Credit Agreement) subject in each case to or held by Administrative Agent and the Lendersany applicable limitations set forth in any such Security Agreement. (b) Each Guarantor acknowledges and agrees that On the First Amendment Effective Date: (i) notwithstanding the conditions to effectiveness set forth All references in each Security Agreement, Guaranty or other Loan Document (as defined in the Credit Agreement, such Guarantor is not required by ) to the terms of the Closing Date Credit Agreement or any other Loan Document shall be deemed to consent to the waivers or modifications be references to the Credit Agreement effected as amended and restated by this Amendment and as the same may be hereafter further amended, restated, supplemented or modified from time to time. (ii) The definition of any term defined in any Loan Document by reference to the terms defined in the Closing Date Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement as amended and restated by this Amendment and as the same may be amended, restated, modified or supplemented and in effect from time to time. (iii) Each reference, whether direct or indirect, in each Loan Document to “Obligations” shall include and be deemed to include any indebtedness, liabilities or obligations incurred, or loans made, 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 BorrowerAmendment.