Common use of Reaffirmation of Performance Guaranty Clause in Contracts

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. as Performance Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President [___________], 2016 PNC Bank, National Association Three PNC Plaza ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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 NO. 1 TO RECEIVABLES FINANCING AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (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. as Performance Guarantor By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President [___________], 2016 PNC Bank, National Association Three PNC Plaza ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Re: Receivables Purchase Agreement, dated as of August 28March 29, 2013 2019, is entered into by and among INTEGRA RECEIVABLES LLC (as amended, supplemented or otherwise modified prior to the date hereof, the “Receivables Purchase AgreementIntegra”), among CE as borrower under the Receivables LLC Financing Agreement (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 defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “AdministratorBorrower”). Ladies and Gentlemen: This letter agreement , INTEGRA LIFESCIENCES SALES LLC (this “Payoff LetterIntegra Sales”) 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 initial servicer under the Receivables Purchase Financing Agreement (in such capacity, together with its successors and each of permitted assigns in such capacity, the other Transaction Documents and “Servicer”), PNC BANK, NATIONAL ASSOCIATION (ii) terminate “PNC’s Commitment ”), as administrative agent under the Receivables Purchase Agreement. Capitalized terms used Financing Agreement (in this Payoff Letter such capacity, together with its successors and not otherwise defined herein shall have the meanings assigned to them in, or by reference inpermitted assigns in such capacity, the “Administrative Agent”), as a committed lender under the Receivables Purchase Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, a “Committed Lender”), and as group agent for the PNC Group under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, a “Group Agent”), and MIZUHO BANK, LTD. (“Mizuho”), as a committed lender under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, a “Committed Lender”), and as group agent for the Mizuho Group under the Receivables Financing Agreement (in such capacity, together with its successors and permitted assigns in such capacity, a “Group Agent”), and the various other Lenders and Group Agents from time to time party to the Receivables Financing Agreement, and acknowledged and agreed to by PNC CAPITAL MARKETS LLC, as structuring agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Structuring Agent”), and is reaffirmed by, with respect to Section 11 hereof, INTEGRA LIFESCIENCES HOLDINGS CORPORATION (“Integra Holdings”), as performance guarantor (in such capacity, together with its successors and permitted assigns in such capacity, the “Performance Guarantor”).