Reaffirmation of Performance Guaranty. After giving effect to this Amendment and each of the other transactions contemplated hereby, all of the provisions of the Performance Guaranty shall remain in full force and effect and Vistra hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.
Reaffirmation of Performance Guaranty. Provider acknowledges the amendments to the Receivables Purchase Agreement effected hereby and reaffirms that its obligations under each of the Performance Undertakings and each other Transaction Document to which it is a party continue in full force and effect with respect to the Receivables Purchase Agreement.
Reaffirmation of Performance Guaranty. Effective as of the date hereof, Realogy, in its capacity as the Performance Guarantor under the Performance Guaranty, hereby consents to this Amendment and acknowledges and agrees that the Performance Guaranty remains in full force and effect is hereby reaffirmed, ratified and confirmed.
Reaffirmation of Performance Guaranty. By signing below, KAR Auction Services, Inc. reaffirms its obligations under the Performance Guaranty after giving effect to this Amendment.
Reaffirmation of Performance Guaranty. By executing a counterpart to this Amendment, the Performance Guarantor hereby unconditionally reaffirms its obligations under the Performance Guaranty and acknowledges and agrees that such obligations continue in full force and effect (including, without limitation, with respect to the “Guaranteed Obligations”, as defined in the Performance Guaranty), and the Performance Guaranty is hereby ratified and confirmed. ALLIANCE RESOURCE OPERATING PARTNERS, L.P., as Performance Guarantor By: Alliance Resource Management, GP, LLC, its managing general partner By: /s/ R. XXXXXXX XXXXX Name: R. Xxxxxxx Xxxxx Title: Senior Vice President, General Counsel and Secretary EXHIBIT A [See Attached] EXECUTION VERSIONEXHIBIT A RECEIVABLES FINANCING AGREEMENT Dated as of December 5, 2014 by and among AROP FUNDING, LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and LC Participants, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and ALLIANCE COAL, LLC, as initial Servicer TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Certain Defined Terms 1 SECTION 1.02. Other Interpretative Matters 28
Reaffirmation of Performance Guaranty. By executing a counterpart to this Amendment, the Performance Guarantor hereby unconditionally reaffirms its obligations under the Performance Guaranty and acknowledges and agrees that such obligations continue in full force and effect (including, without limitation, with respect to the “Guaranteed Obligations”, as defined in the Performance Guaranty), and the Performance Guaranty is hereby ratified and confirmed. CELANESE US HOLDINGS LLC, as Performance Guarantor By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: President EXHIBIT A CLOSING MEMORANDUM [On file with Xxxxx Xxxxx LLP] Omnibus Amendment No. 2 (Celanese) EXHIBIT B FORM OF PNC PAYOFF LETTER [Attached] Omnibus Amendment No. 2 (Celanese) [Form of Payoff Letter] [___________], 2016 PNC Bank, National Association Three PNC Plaza 000 Xxxxx Xxxxxx Re: Receivables Purchase Agreement, dated as of August 28, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the “Receivables Purchase Agreement”), among CE Receivables LLC (the “Seller”), Celanese International Corporation, as initial servicer (“Servicer”, and together with Seller, the “Seller Parties”), PNC Bank, National Association, as a Purchaser and Purchaser Agent (in such capacities, “PNC” and the “Payoff Party”), the various other Purchasers and Purchaser Agents from time to time party thereto, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”). Ladies and Gentlemen: This letter agreement (this “Payoff Letter”) is furnished pursuant to that certain Omnibus Amendment No. 2, dated as of July 8, 2016, by and among the parties hereto and certain other parties named therein. On the terms and subject to the conditions set forth herein, the Seller has advised the Payoff Party and the Administrator that it wishes to (i) voluntarily prepay on the date hereof all Capital, Discount, LC Fees, and any other fees and other obligations owing to the Payoff Party under the Receivables Purchase Agreement and each of the other Transaction Documents and (ii) terminate PNC’s Commitment under the Receivables Purchase Agreement. Capitalized terms used in this Payoff Letter and not otherwise defined herein shall have the meanings assigned to them in, or by reference in, the Receivables Purchase Agreement.
Reaffirmation of Performance Guaranty. By executing a counterpart to this Amendment, the Performance Guarantor hereby unconditionally reaffirms its obligations under the Performance Guaranty and acknowledges and agrees that such obligations continue in full force and effect (including, without limitation, with respect to the “Guaranteed Obligations”, as defined in the Performance Guaranty), and the Performance Guaranty in favor of PNC Bank, National Association, as assignee Administrator, is hereby ratified and confirmed. CELANESE US HOLDINGS LLC, as Performance Guarantor By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President
Reaffirmation of Performance Guaranty. Provider (a) acknowledges the amendment to the Receivables Purchase Agreement effected hereby and
Reaffirmation of Performance Guaranty. After giving effect to this Amendment, the PSA Amendment, the Side Letter and the Assignment Agreement, all of the provisions of the Performance Guaranty shall remain in full force and effect and the Performance Guarantor hereby ratifies and affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance with its terms.
Reaffirmation of Performance Guaranty. 8. A favorable opinion of legal counsel for the Seller Parties and Performance Guarantor reasonably acceptable to the Agent which addresses the following matters and such other matters as the Agent may reasonably request: • Each Seller Party and Performance Guarantor is a corporation or limited liability company, duly organized or incorporated, validly existing, and in good standing under the laws of its state of incorporation or organization. • Each Seller Party and Performance Guarantor has all requisite authority to conduct its business in each jurisdiction where failure to be so qualified would have a material adverse effect on such Person’s business. • Each Seller Party and Performance Guarantor has all requisite power and authority to execute, deliver and perform all of its obligations under this Agreement and each other Transaction Document to which it is a party. • The execution and delivery by each Seller Party and Performance Guarantor of this Agreement and each other Transaction Document to which it is a party and its performance of its obligations thereunder have been duly authorized by all necessary corporate action and proceedings on the part of such Person and will not:
