Common use of Non-Recourse Parties Clause in Contracts

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Financing Commitment, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Agreement or the transactions contemplated hereby, other than Sponsor’s obligations under the Limited Guarantee and the Equity Financing Commitment and any liability of Golden Gate Private Equity, Inc. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall they permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Financing Commitment or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from Parent or Sub to the extent expressly provided for in this Agreement, the Sponsor to the extent expressly provided for in the Limited Guarantee and the Equity Financing Commitment or Golden Gate Private Equity, Inc. to the extent expressly provided for in the Confidentiality Agreement (subject to the Limited Guarantee).

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Financing CommitmentCommitment Letter, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Agreement or the transactions contemplated hereby, other than Sponsor’s obligations under the Limited Guarantee and the Equity Financing Commitment Letter and any liability of Golden Gate Private EquitySycamore Partners Management, Inc. L.L.C. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall they it permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Financing Commitment Letter or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from Parent or Sub to the extent expressly provided for in this Agreement, the Sponsor to the extent expressly provided for in the Limited Guarantee and the Equity Financing Commitment Letter or Golden Gate Private EquitySycamore Partners Management, Inc. L.L.C. to the extent expressly provided for in the Confidentiality Agreement (subject to the Limited Guarantee).

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Financing CommitmentUndertaking Letter, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Agreement or the transactions contemplated hereby, other than Sponsor’s obligations under the Equity Undertaking Letter and the Limited Guarantee and the Equity Financing Commitment and any liability of Golden Gate Private Equity, Inc. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall they it permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Financing Commitment Undertaking Letter or the Limited Guarantee Exchange Agreement or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from Parent or Sub to the extent expressly provided for in this Agreement, or the Sponsor to the extent expressly provided for in the Limited Guarantee Equity Undertaking Letter and the Equity Financing Commitment or Golden Gate Private Equity, Inc. to the extent expressly provided for in the Confidentiality Agreement (subject to the Limited Guarantee).

Non-Recourse Parties. Notwithstanding anything to the contrary This Agreement may only be enforced against Parent and Purchaser. All Actions, obligations, Losses, damages, claims or causes of action (whether in this Agreementcontract, in no event shall tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arise under, out or by reason of, be connected with, or relate in any manner to (ia) this Agreement or any Non-Recourse Parent Party Ancillary Agreement or any of the other agreements or documents contemplated hereby or thereby, (as defined in b) the Equity Financing Commitmentnegotiation, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company execution or its Subsidiaries relating to or arising out performance of this Agreement or any Ancillary Agreement or any of the transactions documents contemplated hereby or thereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), other than Sponsor’s obligations under the Limited Guarantee and the Equity Financing Commitment and any liability of Golden Gate Private Equity, Inc. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or (iic) any former, current breach or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out violation of this Agreement or any Ancillary Agreement (including the transactions contemplated hereby, other than the obligations failure of any representation and warranty to be true or accurate) or any of the Company to the extent expressly provided herein. In no event shall the Company seek other agreements or obtain, nor shall they permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Financing Commitment or the Limited Guarantee or the transactions documents contemplated hereby or thereby, and thereby (including, d) any breach by Sponsor, Parent or Sub), the termination failure of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims Ancillary Agreement or actions under applicable Law arising out of the other agreements, transactions or documents contemplated hereby or thereby to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, the Equity Commitment Letter, the Limited Guarantee, the Confidentiality Agreement and any such breachother Ancillary Agreements, termination or failure, other than from Parent or Sub and then only to the extent expressly provided for of the specific obligations of such Persons set forth in this Agreement, the Sponsor Equity Commitment Letter, the Limited Guarantee, the Confidentiality Agreement or such other Ancillary Agreement, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement or any Ancillary Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent expressly provided for in named as a party to this Agreement, the Equity Commitment Letters, the Limited Guarantee Guarantee, the Confidentiality Agreement or any other Ancillary Agreement, and the Equity Financing Commitment or Golden Gate Private Equity, Inc. then only to the extent expressly provided for of the specific obligations of such parties set forth in this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Confidentiality Agreement or such other Ancillary Agreements, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection with this Agreement or any related document shall be had against any Purchaser Related Parties or the Debt Financing Sources and no such Persons (subject including any Person negotiating or executing this Agreement on behalf of a party) shall have any Liability or obligation (whether in contract, tort, equity, law or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise), it being expressly agreed and acknowledged that no personal Liability or Losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, based upon, arise under, out or by reason of, be connected with, or relate in any manner to the items in the immediately preceding clauses (a) through (d) (in each case, except to the extent named as a party to this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Confidentiality Agreement or any other Ancillary Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, the Equity Commitment Letters, the Limited Guarantee, the Confidentiality Agreement or such other Ancillary Agreements, as applicable).. IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the parties as of the day first above written. PQ GROUP HOLDINGS By: /s/ Belgacem Chariag Name: Belgacem Chariag Title: Chairman, President and Chief Executive Officer SPARTA AGGREGATOR L.P. By: Sparta Acquisition Company, its General Partner By: /s/ Dev Xxxxxxx Name: Dev Xxxxxxx Title: Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director SCHEDULE I Sellers: [Catalysts RemainCo]1* PQ International Holdings Inc. PQ International CV SCHEDULE II Transferred Companies: PQ LLC (f/k/a PQ Corporation)2 PQ Silicates Limited (50% interest) PQ China (Hong Kong) Limited (0.01% interest) PQ International Cooperative UA (99% interest) PQ International Cooperative LLC Transferred Equity Interests: 100% of the Equity Interests in PQ LLC (f/k/a PQ Corporation) 50% of the Equity Interests in PQ Silicates Limited 0.01% of the Equity Interests in PQ China (Hong Kong) Limited 99% of the Equity Interests in PQ International Cooperative UA 100% of the Equity Interests in PQ International Cooperative LLC Transferred Entities:3 KILT LLC National Silicates Partnership NSL Canada Company PQ Canada Company PQ Chemicals (Thailand) Ltd PQ China (Hong Kong) Limited PQ Europe ApS PQ Europe Cooperative PQ Finland Oy PQ France SAS PQ Germany GmbH PQ Holdings I Limited PQ Holdings Mexicana, S.A. de C.V. (80% interest) PQ Intermediate Limited PQ International Cooperative UA (1% interest) PQ Japan G.K. PQ Mexico Holdings BV 1 CPQ Midco I, a wholly-owned indirect subsidiary of Parent, will form Catalysts RemainCo as part of the Pre-Closing Restructuring. 2 PQ Corporation will be converted to an LLC as part of the Pre-Closing Restructuring 3 Entities denoted with an asterisk (*) will be formed as part of the Pre-Closing Restructuring. PQ Mexico S. de X.X. de C.V.

Non-Recourse Parties. The Company acknowledges and agrees that the sole and exclusive direct or indirect remedies of the Company Parties against the Parent Parties relating to or arising out of this Agreement, any agreement executed in connection herewith, including the Financing and the Guaranty, or the transactions contemplated hereby or thereby shall be limited to (i) claims against Parent or Merger Sub pursuant to this Agreement for the remedies hereunder, but subject to the limitations expressly provided herein, including those limitations set forth in Section 9.11 and this Section 9.12, (ii) claims against the Guarantor under the Guaranty for any of the Guaranteed Obligations (as defined in the Guaranty), but subject to the limitations therein, (iii) claims by the Company to specifically enforce the Equity Commitment Letter in accordance with its terms, but subject to the limitations therein and (iv) claims against the Guarantor under the Non-Disclosure Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Financing Commitment, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the any Company or its Subsidiaries Party relating to or arising out of this Agreement Agreement, the agreements entered into in connection herewith, including the Financing and the Guaranty, or the transactions contemplated herebyhereby or thereby, other than Sponsor(x) the Guarantor’s obligations under the Limited Guarantee and Guaranty, but subject to the Equity Financing Commitment and any liability of Golden Gate Private Equitylimitations described therein, Inc. (y) the Guarantor’s obligations under the Confidentiality Non-Disclosure Agreement and other than (z) the obligations of Parent and Merger Sub to the extent expressly provided herein, or (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall they it permit any of other Company Party, their respective Representatives or any other Person on its Representatives or their behalf to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity any agreement entered into in connection herewith (other than the Non-Disclosure Agreement), including the Financing Commitment or and the Limited Guarantee Guaranty, or the transactions contemplated hereby and thereby (including, including any breach by SponsorGuarantor, Parent or Merger Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from Parent or Merger Sub to the extent expressly provided for in this Agreement, Agreement or the Sponsor Guarantor to the extent expressly provided for in the Limited Guarantee and Guaranty or the Equity Financing Commitment Non-Disclosure Agreement, as applicable. Immediately following receipt by the Company of the Parent Termination Fee or Golden Gate Private Equity, Inc. monetary damages in an aggregate amount equal to the extent expressly provided for Parent Termination Fee paid by the Guarantor, Parent or Merger Sub, the Company shall use reasonable best efforts to cause all Company Parties to dismiss with prejudice any judicial or arbitral proceeding initiated by any of them with respect to this Agreement, the agreements entered into in connection herewith (other than the Non-Disclosure Agreement), including the Guaranty, or the transactions contemplated hereby or thereby against any Parent Party. For the avoidance of doubt, except with respect to the Non-Disclosure Agreement, in no event shall any Parent Party be subject to, nor shall any Company, seek to recover, nor shall they accept, monetary damages in excess of the Parent Termination Fee (it being understood that this limitation shall apply in the Confidentiality Agreement (subject aggregate to the Limited Guaranteeall Company Parties).

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Financing CommitmentCommitment Letter, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Agreement or the transactions contemplated hereby, other than Sponsor’s 's obligations under the Limited Guarantee and the Equity Financing Commitment Letter and any liability of Golden Gate Private EquitySycamore Partners Management, Inc. L.L.C. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall they it permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Financing Commitment Letter or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from Parent or Sub to the extent expressly provided for in this Agreement, the Sponsor to the extent expressly provided for in the Limited Guarantee and the Equity Financing Commitment Letter or Golden Gate Private EquitySycamore Partners Management, Inc. L.L.C. to the extent expressly provided for in the Confidentiality Agreement (subject to the Limited Guarantee).

Non-Recourse Parties. Notwithstanding anything to the contrary in this Agreement, in no event shall (i) any Non-Recourse Parent Party (as defined in the Equity Financing Commitment, which excludes, for the avoidance of doubt, Sponsor, Parent and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Agreement or the transactions contemplated hereby, other than Sponsor’s obligations under the Limited Guarantee Guaranty and the Equity Financing Commitment and any liability of Golden Gate Private Equity, Inc. 3G Capital Partners Ltd. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or (ii) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company seek or obtain, nor shall they permit any of its the Representatives to seek or obtain, nor shall any Person person be entitled to seek or obtain, any monetary recovery or monetary award against any Non-Recourse Parent Party with respect to, this Agreement, Equity Financing Commitment Agreement or the Limited Guarantee Guaranty or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Sub), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from Parent or Sub to the extent expressly provided for in this Agreement, Agreement or the Sponsor to the extent expressly provided for in the Limited Guarantee Guaranty and the Equity Financing Commitment or Golden Gate Private Equity, Inc. to the extent expressly provided for in the Confidentiality Agreement (subject to the Limited Guarantee).Commitment. 65

Non-Recourse Parties. (i) Notwithstanding anything to the contrary in this Agreement, in under no event shall circumstances will the collective monetary damages payable by Parent, Merger Sub, Guarantors or any of their Affiliates for breaches under this Agreement, the Guarantee or the Equity Commitment Letter exceed an amount equal to the sum of (i) any Non-Recourse the Parent Party (as defined in the Equity Financing Commitment, which excludes, for the avoidance of doubt, Sponsor, Parent Termination Fee and Sub) have any liability for monetary damages to the Company or its Subsidiaries relating to or arising out of this Agreement or the transactions contemplated hereby, other than Sponsor’s obligations under the Limited Guarantee and the Equity Financing Commitment and any liability of Golden Gate Private Equity, Inc. under the Confidentiality Agreement and other than the obligations of Parent and Sub to the extent expressly provided herein, or (ii) the amounts described in Section 8.3(f) with respect to Parent, giving effect to the collective limitation set forth therein, for all such breaches (the “Parent Liability Limitation”). In no event will any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or any of its Subsidiaries have any liability to Sponsor, Parent or Sub or any Non-Recourse Parent Party for monetary damages relating to or arising out of this Agreement or the transactions contemplated hereby, other than the obligations of the Company to the extent expressly provided herein. In no event shall the Company Affiliates seek or obtain, nor shall will they permit any of its their Representatives or any other Person acting on their behalf to seek or obtain, nor shall will any Person be entitled to seek or obtain, any monetary recovery or award in excess of the Parent Liability Limitation against (i) Parent, Merger Sub or Guarantor; or (ii) the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, Debt Financing Sources, Affiliates (other than Parent, Merger Sub or Guarantor), members, managers, general or limited partners and assignees of each of Parent, Merger Sub and Guarantor (the Persons in clauses (i) and (ii) collectively, the “Parent Related Parties”), and in no event will the Company or any of its Subsidiaries be entitled to seek or obtain any monetary award damages of any kind, including consequential, special, indirect or punitive damages, in excess of the Parent Liability Limitation against any Non-Recourse the Parent Party Related Parties for, or with respect to, this Agreement, Equity Financing Commitment or the Limited Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Sub)Guarantee, the termination Equity Commitment Letter (subject to the terms and conditions set forth therein and in Section 9.8(b) of this Agreement, Agreement to the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, extent applicable) and other than from obligations of Parent or and Merger Sub to the extent expressly provided for in this AgreementAgreement and obligations of the guarantor under the Guarantee, the Sponsor in no event will any Parent Related Party or any other Person other than Parent and Merger Sub have any liability for monetary damages to the extent expressly provided for in Company or any other Person relating to or arising out of this Agreement or the Limited Guarantee and the Equity Financing Commitment or Golden Gate Private Equity, Inc. to the extent expressly provided for in the Confidentiality Agreement (subject to the Limited Guarantee)Merger.