Common use of Ratification and Affirmation Clause in Contracts

Ratification and Affirmation. Each Loan Party hereto hereby: (i) acknowledges the terms of this Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 of this Amendment: (A) each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, without duplication of any materiality qualifier contained therein) and (B) no Default exists, will exist, or would result therefrom; and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateral.

Ratification and Affirmation. Each Loan Party hereto hereby: (ia) acknowledges the terms The execution, delivery and effectiveness of this Amendment; (ii) ratifies Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Collateral Agent or any Purchaser under the Existing Note Purchase Agreement or any Note Document, or constitute a waiver or amendment of any other provision of the Existing Note Purchase Agreement or any Note Document except as and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party the extent expressly set forth herein. Section 9.6 of the Note Purchase Agreement remains in full force and effecteffect and is hereby ratified and confirmed by Issuer and each Guarantor. Except as expressly provided herein, neither the execution by the Collateral Agent or any Purchaser of this Amendment, nor any other act or omission by the Collateral Agent or any Purchaser or their respective officers in connection herewith, shall be deemed a waiver by the Collateral Agent or any Purchaser of any defaults which may exist or which may occur in the future under the Note Purchase Agreement and/or the other Note Documents (collectively, “Violations”). Similarly, nothing contained in this Amendment shall directly or indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Collateral Agent’s or any Purchaser’s right at any time to exercise any right, privilege or remedy in connection with the Note Documents with respect to any Violations, (ii) amend or alter any provision of the Note Purchase Agreement, the other Note Documents, or any other contract or instrument, except as expressly set forth herein, or (iii) constitute any course of dealing or other basis for altering any obligation of Issuer or any right, privilege or remedy of the Collateral Agent or the Purchasers under the Note Purchase Agreement, the other Note Documents, or any other contract or instrument. (b) Issuer and each Guarantor hereby confirm that this Amendment shall not constitute a novation and that the guaranties, security interests and liens granted pursuant to the Note Documents (as amended hereby) continue to guarantee the Guaranteed Obligations and secure the Obligations as set forth in the Note Documents (as amended hereby) and that such guaranties, security interests and liens remain in full force and effect. (c) Without limitation of the foregoing subsection (a) or (b), and in furtherance thereof, as security for the prompt payment or performance in full of all of the Obligations and the Guaranteed Obligations (including, for the avoidance of doubt, all Obligations or Guaranteed Obligations arising under the Note Purchase Agreement after giving effect to this Amendment), as applicable, (i) the amendments contained herein; (iii) represents Issuer and warrants each Guarantor hereby grants to the Administrative Agent and Collateral Agent, for the Lenders that as ratable benefit of the date hereofSecured Parties (including, after giving effect for the avoidance of doubt, the undersigned Purchasers), a security interest in the Collateral, wherever located, whether now existing or hereafter acquired or arising, and all proceeds and products and supporting obligations in respect thereof, in each case in accordance with and subject to the amendments set forth in Section 2 terms and conditions of the Note Purchase Agreement, as amended by this Amendment: , and (Aii) each American Pacific Borates Pty Ltd (ABN 68 615 606 114) hereby pledges and grants to the Collateral Agent, for the ratable benefit of the representations and warranties Secured Parties (including, for the avoidance of doubt, the undersigned Purchasers), a security interest in the Loan Pledged Collateral (as defined in the Operating Company Pledge Agreement), in accordance with and subject to the terms and conditions of the Operating Company Pledge Agreement. The Issuer and each Guarantor hereby authorizes the Collateral Agent to file UCC-1 financing statements with all appropriate jurisdictions to perfect the Collateral Agent’s interest or rights under the Note Documents, and such financing statements may describe the collateral in the same manner as described in the Note Documents is true or as “all assets of the Debtor, whether now existing or hereafter acquired” or words with similar effect. Each Guarantor agrees that the Guaranteed Obligations guaranteed by the Note Documents (in accordance with and correct in all material respects (without duplication of any materiality qualifier contained thereinsubject to the terms thereof) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, without duplication of any materiality qualifier contained therein) and (B) no Default exists, will exist, or would result therefrom; and (iv) represents and warrants that as of include the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true Notes and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding other Obligations arising under the Existing Credit Note Purchase Agreement or any Collateral securing the same, all of which shall remain in full force and after giving effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, to this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the CollateralAmendment.

Ratification and Affirmation. Each Loan Party hereto (including, for the avoidance of doubt, the Joining Subsidiary Guarantor) hereby: (i) acknowledges the terms of this First Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 provisions of this First Amendment: (A) each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, without duplication of any materiality qualifier contained therein) and (B) no Default exists, will exist, or would result therefrom; and (iv) represents and warrants that as of the First Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the First Amendment No. 2 Effective Date to any Lender in connection with this First Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this First Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this First Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateral.

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this Third Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the Third Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this Third Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default that may exist with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateralcontinuing.

Ratification and Affirmation. Each Loan Party hereto hereby: (i) acknowledges the terms of this Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 of this Amendment: (A) each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, without duplication of any materiality qualifier contained therein) and (B) no Default exists, will exist, or would result therefrom; and (iv) represents and warrants that as of the Amendment No. 2 3 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 3 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateral.

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this Second Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the Second Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this Second Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateralcontinuing.

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this Fifth Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the Fifth Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fifth Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this Fifth Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default that may exist with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateralcontinuing.

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this Second Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the Second Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Second Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this Second Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default that may exist with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateralcontinuing.

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this Fourth Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the Fourth Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this Fourth Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default that may exist with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateralcontinuing.

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this Fourth Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the Fourth Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Fourth Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this Fourth Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateral.continuing

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this Third Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the Third Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Third Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this Third Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateral.continuing

Ratification and Affirmation. Each Loan Party hereto hereby: (ia) acknowledges the terms The execution, delivery and effectiveness of this Amendment; (ii) ratifies Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Collateral Agent or any Purchaser under the Existing Note Purchase Agreement or any Note Document, or constitute a waiver or amendment of any other provision of the Existing Note Purchase Agreement or any Note Document except as and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party the extent expressly set forth herein. Section 9.6 of the Note Purchase Agreement remains in full force and effecteffect and is hereby ratified and confirmed by Issuer and the Existing Guarantor. Except as expressly provided herein, neither the execution by the Collateral Agent or any Purchaser of this Amendment, nor any other act or omission by the Collateral Agent or any Purchaser or their respective officers in connection herewith, shall be deemed a waiver by the Collateral Agent or any Purchaser of any defaults which may exist or which may occur in the future under the Note Purchase Agreement and/or the other Note Documents (collectively, “Violations”). Similarly, nothing contained in this Amendment shall directly or | indirectly in any way whatsoever either: (i) impair, prejudice or otherwise adversely affect the Collateral Agent’s or any Purchaser’s right at any time to exercise any right, privilege or remedy in connection with the Note Documents with respect to any Violations, (ii) amend or alter any provision of the Note Purchase Agreement, the other Note Documents, or any other contract or instrument, except as expressly amended herebyset forth herein, after giving effect to the amendments contained herein; or (iii) represents constitute any course of dealing or other basis for altering any obligation of Issuer or any right, privilege or remedy of the Collateral Agent or the Purchasers under the Note Purchase Agreement, the other Note Documents, or any other contract or instrument. (b) Issuer and warrants the Existing Guarantor hereby confirm that this Amendment shall not constitute a novation and that the guaranties, security interests and liens granted pursuant to the Administrative Agent Note Documents (as amended hereby) continue to guarantee the Guaranteed Obligations and secure the Lenders that Obligations as of the date hereof, after giving effect to the amendments set forth in Section 2 of this Amendment: the Note Documents (A) each of the representations and warranties in the Loan Documents is true and correct in all material respects (without duplication of any materiality qualifier contained therein) (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, without duplication of any materiality qualifier contained thereinamended hereby) and (B) no Default existsthat such guaranties, will exist, or would result therefrom; security interests and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall liens remain in full force and effect after effect. (c) Without limitation of the date hereofforegoing subsection (a) or (b), and in furtherance thereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligationsprompt payment or performance in full of all of the Obligations and the Guaranteed Obligations (including, for the avoidance of doubt, all Obligations or Guaranteed Obligations arising under the Note Purchase Agreement after giving effect to this Amendment), as applicable, (i) the Issuer and each Loan Party Guarantor (including the New Guarantor) hereby grants to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties (including, for the avoidance of doubt, the undersigned Purchasers), a lien on and security interest inin the Collateral, wherever located, whether now existing or hereafter acquired or arising, and right all proceeds and products and supporting obligations in respect thereof, in each case in accordance with and subject to the terms and conditions of set-off againstthe Note Purchase Agreement, as amended by this Amendment, and acknowledges (ii) American Pacific Borates Pty Ltd (ABN 68 615 606 114) hereby pledges and agrees that grants to the Administrative Agent has and shall continue to have until the Termination Date Collateral Agent, for the ratable benefit of the Secured Parties (including, for the avoidance of doubt, the undersigned Purchasers), a continuing lien on and security interest inin the Pledged Collateral (as defined in the Operating Company Pledge Agreement), in accordance with and subject to the terms and conditions of the Operating Company Pledge Agreement. The Issuer and each Guarantor (including the New Guarantor) hereby authorizes the Collateral Agent to file UCC-1 financing statements with all appropriate jurisdictions to perfect the Collateral Agent’s interest or rights under the Note Documents, and right such financing statements may describe the collateral in the same manner as described in the Note Documents or as “all assets of set-off against, all right, title, and interest of such Loan Partythe Debtor, whether now owned or existing or hereafter created, acquired acquired” or arising, words with similar effect. Each Guarantor (including the New Guarantor) agrees that the Guaranteed Obligations guaranteed by the Note Documents (in accordance with and subject to the terms thereof) shall include the Amendment No. 3 Notes and all of other Obligations arising under the CollateralNote Purchase Agreement after giving effect to this Amendment.

Ratification and Affirmation. Each Loan Party hereto The Borrower hereby: (i) acknowledges the terms of this First Amendment; (ii) ratifies and affirms its obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended hereby, after giving effect to the amendments contained herein; (iii) agrees that, from and after the First Amendment Effective Date, each reference to the Credit Agreement in the Security Instruments and the other Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this First Amendment; and (iv) represents and warrants to the Administrative Agent and the Lenders that as of the date hereof, after giving effect to the amendments set forth in Section 2 terms of this First Amendment, including the waivers and consents contained herein: (A) each all of the representations and warranties made by the Borrower contained in the each Loan Documents Document to which it is a party are true and correct in all material respects (without duplication of any except that such materiality qualifier contained therein) (it being understood and agreed that shall not be applicable to any representation or warranty which that is already qualified or modified by its terms is made materiality in the text thereof) on and as of a specified the date shall be required hereof, except to be the extent such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties are true and correct in all material respects only as of such specified earlier date, without duplication of ; provided that no representations and warranties are made herein as to any materiality qualifier contained therein) Prior Financial Information; and (B) other than any Default or Event of Default that with respect to the Specified Potential Defaults and Related Potential Defaults, no Default exists, will exist, or would result therefrom; Event of Default has occurred and (iv) represents and warrants that as of the Amendment No. 2 Effective Date, to its knowledge, the information included in any Beneficial Ownership Certification provided on or prior to the Amendment No. 2 Effective Date to any Lender in connection with this Amendment is true and correct in all material respects. It is the intention of the parties hereto that neither this Amendment nor anything contained herein constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, all of which shall remain in full force and effect after the date hereof, as amended hereby. If, notwithstanding the intention of the parties set forth in the previous sentence, this Amendment or the transactions contemplated hereby are deemed to constitute a novation of the obligations outstanding under the Existing Credit Agreement or any Collateral securing the same, then, as collateral security for the Secured Obligations, each Loan Party hereby grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, and right of set-off against, and acknowledges and agrees that the Administrative Agent has and shall continue to have until the Termination Date for the benefit of the Secured Parties a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of such Loan Party, whether now owned or existing or hereafter created, acquired or arising, in and to all of the Collateralcontinuing.