Common use of ABL Intercreditor Agreement Clause in Contracts

ABL Intercreditor Agreement. (a) Notwithstanding anything herein to the contrary, the Liens granted to the Collateral Agent under this Agreement and the exercise of the rights and remedies of the Collateral Agent hereunder and under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the ABL Intercreditor Agreement and this Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. Notwithstanding anything to the contrary herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the terms of the ABL Intercreditor Agreement. (b) Subject to the foregoing, (i) to the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the Discharge of ABL Obligations, then delivery of such ABL Priority Collateral (or control with respect thereto, (and any related approval or consent rights)) shall instead be granted to the ABL Agent, to be held in accordance with the ABL Documents and subject to the ABL Intercreditor Agreement and (ii) any provision of this Agreement (or any other Collateral Documents) requiring Grantors to name the Collateral Agent as an additional insured or a loss payee under any insurance policy or a beneficiary of any letter of credit, such requirement shall have been complied with if any such insurance policy or letter of credit also names the ABL Agent as an additional insured, loss payee or beneficiary, as the case may be, in each case pursuant and subject to the terms of the ABL Intercreditor Agreement. (c) Furthermore, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto to effect transfers of ABL Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to ABL Priority Collateral) to the ABL Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the ABL Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the ABL Documents and (iii) take all other steps reasonably requested by the Collateral Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement, which, as among the Grantors and the Collateral Agent shall remain in full force and effect in accordance with its terms. - 37 - Term Loan Security Agreement [Signature Pages Follow] - 38 - Term Loan Security Agreement

ABL Intercreditor Agreement. (a) Notwithstanding anything herein to the contrary, the Liens granted to the Collateral Administrative Agent under this Security Agreement and the exercise of the rights and remedies of the Collateral Administrative Agent hereunder and under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the ABL Intercreditor Agreement (and any other Applicable Intercreditor Agreements) and this Security Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement (and any other Applicable Intercreditor Agreements) shall govern and control. Notwithstanding anything to the contrary herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent . (b) In accordance with the terms of the ABL Intercreditor Agreement. (b) Subject , all Term Priority Collateral delivered to the foregoing, (i) First Lien Agent shall be held by the First Lien Agent as gratuitous bailee and agent for the Administrative Agent and the Secured Parties solely for the purpose of perfecting the security interest granted under this Security Agreement. Notwithstanding anything herein to the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery ofcontrary, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the Discharge of ABL Term Obligations, then delivery of such ABL to the extent any Grantor is required hereunder to deliver Term Priority Collateral (or control with respect thereto, (and any related approval or consent rights)) shall instead be granted to the ABL Agent, Administrative Agent and is unable to be held do so as a result of having previously delivered such Term Priority Collateral to the First Lien Agent in accordance with the ABL Documents and subject to the ABL Intercreditor Agreement and (ii) any provision of this Agreement (or any other Collateral Documents) requiring Grantors to name the Collateral Agent as an additional insured or a loss payee under any insurance policy or a beneficiary of any letter of credit, such requirement shall have been complied with if any such insurance policy or letter of credit also names the ABL Agent as an additional insured, loss payee or beneficiary, as the case may be, in each case pursuant and subject to the terms of the ABL Intercreditor AgreementFirst Lien Loan Documents, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the First Lien Agent, acting as gratuitous bailee of the Administrative Agent and the Secured Parties. (c) Furthermore, at all times prior to the Discharge of ABL Term Obligations, the Collateral Administrative Agent is authorized by the parties hereto to effect transfers of ABL Term Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to ABL Term Priority Collateral) to the ABL First Lien Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the ABL First Lien Loan Documents provide for the grant of a security interest or pledge over the assets (other than Term Exclusive Collateral (as defined in the ABL Intercreditor Agreement)) or of any Grantor and such assets do not otherwise constitute Collateral under this Security Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the ABL First Lien Loan Documents and (iii) take all other steps reasonably requested by the Collateral Administrative Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement (and any other Applicable Intercreditor Agreements) shall be deemed to modify any of the provisions of this Security Agreement, which, as among the Grantors and the Collateral Administrative Agent shall remain in full force and effect in accordance with its terms. - 37 - Term Loan Security Agreement ABL TRADEMARK SECURITY AGREEMENT dated as of [Signature Pages Follow●], 20[●] - 38 - Term Loan (this “Trademark Security Agreement”), by and [between][among] [●], a [●] ([each, a][the] “Grantor”) and Bank of America, N.A., as administrative agent and collateral agent (together with its successors and permitted assigns in such capacities, the “Administrative Agent”) for the Secured Parties (as defined in the ABL Credit Agreement). Reference is made to that certain ABL Credit Agreement, dated as of August 4, 2017 (as amended and restated as of May 28, 2021 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”), by and among Hayward Industries, Inc., a New Jersey corporation (as survivor of the Merger (the “US Borrower”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower”), Hayward Ibérica, S.L.U., a Spanish private limited liability corporation (Sociedad Limitada Unipersonal) (the “Spanish Borrower” and, together with the US Borrower and the Canadian Borrower, the “Borrowers”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party thereto and the Administrative Agent. Reference is also made [ to that certain Joinder No. [●] dated as of [●], 20[●], by [and among ][●][and [●] ]and acknowledged and agreed by the Administrative Agent,]6 to that certain Amended and Restated US ABL Pledge and Security Agreement, dated as of May 28, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), by and among the US Borrower, Holdings, the other Grantors (as defined therein) from time to time party thereto and the Administrative Agent for the Secured Parties. The Lenders (as defined in the ABL Credit Agreement) have extended credit to the Borrowers subject to the terms and conditions set forth in the ABL Credit Agreement. Consistent with the requirements set forth in Sections 4.01 and 5.12 of the ABL Credit Agreement and Section 4.03(c) of the Security Agreement, the parties hereto agree as follows:

ABL Intercreditor Agreement. An intercreditor agreement (a) Notwithstanding anything herein to the contrary, the Liens granted to the Collateral Agent under this Agreement and the exercise of the rights and remedies of the Collateral Agent hereunder and under any other Collateral Document are subject to the provisions of the “ABL Intercreditor Agreement. In ”) substantially in the event of any conflict between the terms of the ABL Intercreditor Agreement and this Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. Notwithstanding anything form attached as Exhibit J to the contrary herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the terms of the ABL Intercreditor Transaction Support Agreement. (b) Subject to the foregoing, (i) to the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the Discharge of ABL Obligations, then delivery of such ABL Priority Collateral (or control with respect thereto, (and any related approval or consent rights)) shall instead be granted to the ABL Agent, to be held in accordance with entered into as of the issue date of the First-Out Notes, by and among the collateral agent under the ABL Documents Credit Agreement, the collateral agents under the First-Out Notes Indenture and subject the Second-Out Notes Indenture (as defined below), and each additional agent from time to time party thereto, and acknowledged by the grantors from time to time party thereto, setting forth the relative lien and enforcement priorities between the lenders under the ABL Intercreditor Agreement and (ii) any provision of this Agreement (or any other Collateral Documents) requiring Grantors to name Credit Agreement, the Collateral Agent as an additional insured or a loss payee under any insurance policy or a beneficiary of any letter of credit, such requirement shall have been complied with if any such insurance policy or letter of credit also names the ABL Agent as an additional insured, loss payee or beneficiary, as the case may be, in each case pursuant and subject to the terms holders of the ABL First-Out Notes and the holders of the Second-Out Notes (as defined below). • First-Out/Second-Out Intercreditor and Subordination Agreement: An intercreditor agreement (the “First-Out/Second-Out Intercreditor Agreement. (c) Furthermore” and, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto to effect transfers of ABL Priority Collateral at any time in its possession (and any “control” or similar agreements together with respect to ABL Priority Collateral) to the ABL Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, each an “Intercreditor Agreement” and, collectively, the “Intercreditor Agreements”), in a form to be agreed, to be entered into as of the event issue date of the First-Out Notes and the Second-Out Notes, by and among the collateral agents under the First-Out Notes Indenture and the Second-Out Notes Indenture, which sets forth the rights of the holders of First-Out Notes and holders of Second-Out Notes with respect to collateral and subordinates the right to payment of holders of Second-Out Notes to the right to payment of holders of the First-Out Notes. Distribution • Registered / Private Placement. ABL Credit Agreement Notices • Upon the election by any holder that is an institutional accredited investor who has entered into a non-disclosure agreement with the Issuer and that, together with its affiliates, holds at least 25% of the First-Out Notes (any such holder, an (“IAI Investor”), to opt into receiving the following, Issuer shall promptly (i) notify such IAI Investor of any Event of Default under the ABL Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Credit Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, material indebtedness and (ii) promptly take provide such IAI Investor with any actions necessary to perfect such security interest material certificates, notices, or pledge to the extent set forth in other documents (including any borrowing base certificate) delivered under the ABL Documents and (iii) take all Credit Agreement or any other steps reasonably requested material indebtedness. Any breach by the Collateral Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify any Issuer of the provisions foregoing obligations is waivable solely at the discretion of this Agreementthe applicable IAI Investor, which, as among the Grantors and the Collateral Agent consent of any other holder of First-Out Notes shall remain in full force and effect in accordance with its terms. - 37 - Term Loan Security Agreement [Signature Pages Follow] - 38 - Term Loan Security Agreementnot be required.

ABL Intercreditor Agreement. (a) Notwithstanding anything herein to the contrary, contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Collateral Agent under this Agreement in favor of the Secured Parties pursuant to the Loan Documents and the exercise of the rights and remedies of the any right related to any Collateral Agent hereunder and under any other Collateral Document are subject shall be subject, in each case, to the provisions terms of the ABL Intercreditor Agreement. In Agreement then in effect, (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and of the ABL Intercreditor Agreement and this Agreement or any then in effect, on the other Collateral Documenthand, the terms and provisions of the ABL Intercreditor Agreement shall govern control, and control(iii) each Term Lender authorizes the Administrative Agent and/or the Collateral Agent to execute the ABL Intercreditor Agreement (or amendment thereof) on behalf of such Term Lender, and such Term Lender agrees to be bound by the terms thereof. (b) Each Secured Party hereby agrees that the Administrative Agent and/or Collateral Agent may enter into any intercreditor agreement and/or subordination agreement (or amendment thereof) pursuant to, or contemplated by, the terms of this Agreement on its behalf and agrees to be bound by the terms thereof and, in each case, consents and agrees to the appointment of TREEHOUSE FOODS, INC. (or its affiliated designee, representative or agent) on its behalf as Collateral Agent, respectively, thereunder. (c) Notwithstanding anything to the contrary herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the terms of the ABL Intercreditor Agreement. (b) Subject to the foregoing, (i) to the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the Discharge of ABL Obligations, then delivery of such ABL Priority Collateral (or control with respect thereto, (and any related approval or consent rights)) shall instead be granted to the ABL Agent, to be held in accordance with the ABL Documents and subject to the ABL Intercreditor Agreement and (ii) any provision of this Agreement (or any other Collateral Documents) requiring Grantors to name the Collateral Agent as an additional insured or a loss payee under any insurance policy or a beneficiary of any letter of credit, such requirement shall have been complied with if any such insurance policy or letter of credit also names the ABL Agent as an additional insured, loss payee or beneficiary, as the case may be, in each case pursuant and subject to the terms of the ABL Intercreditor Agreement. (c) Furthermore, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto to effect transfers of ABL Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to ABL Priority Collateral) to the ABL Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the ABL Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the ABL Documents and (iii) take all other steps reasonably requested by the Collateral Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify be reasonable and acceptable to the Administrative Agent and the Term Lenders, and the Administrative Agent and the Term Lenders shall be deemed to have consented to the use of each such intercreditor agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of the provisions of this Agreement, which, as among the Grantors and the Collateral Agent shall remain in full force and effect in accordance with its terms. - 37 - Term Loan Security Agreement [Signature Pages Follow] - 38 - Term Loan Security AgreementSubsidiaries pursuant to Section 6.01.¶

ABL Intercreditor Agreement. (a) Notwithstanding anything herein to the contrary, contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Collateral Agent under this Agreement in favor of the Secured Parties pursuant to the Loan Documents and the exercise of the rights and remedies of the any right related to any Collateral Agent hereunder and under any other Collateral Document are subject shall be subject, in each case, to the provisions terms of the ABL Intercreditor Agreement. In Agreement then in effect, (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and of the ABL Intercreditor Agreement and this Agreement or any then in effect, on the other Collateral Documenthand, the terms and provisions of the ABL Intercreditor Agreement shall govern control, and control(iii) each Term Lender authorizes the Administrative Agent and/or the Collateral Agent to execute the ABL Intercreditor Agreement (or amendment thereof) on behalf of such Term Lender, and such Term Lender agrees to be bound by the terms thereof. (b) Each Secured Party hereby agrees that the Administrative Agent and/or Collateral Agent may enter into any intercreditor agreement and/or subordination agreement (or amendment thereof) pursuant to, or contemplated by, the terms of this Agreement on its behalf and agrees to be bound by the terms thereof and, in each case, consents and agrees to the appointment of TREEHOUSE FOODS, INC. (or its affiliated designee, representative or agent) on its behalf as Collateral Agent, respectively, thereunder. (c) Notwithstanding anything to the contrary herein, the Collateral Agent acknowledges and agrees that no Grantor shall be required to take or refrain from taking any action at the request of the Collateral Agent with respect to the Collateral if such action or inaction would be inconsistent with the terms of the ABL Intercreditor Agreement. (b) Subject to the foregoing, (i) to the extent the provisions of this Agreement (or any other Collateral Documents) require the delivery of, or control over, ABL Priority Collateral to be granted to the Collateral Agent at any time prior to the Discharge of ABL Obligations, then delivery of such ABL Priority Collateral (or control with respect thereto, (and any related approval or consent rights)) shall instead be granted to the ABL Agent, to be held in accordance with the ABL Documents and subject to the ABL Intercreditor Agreement and (ii) any provision of this Agreement (or any other Collateral Documents) requiring Grantors to name the Collateral Agent as an additional insured or a loss payee under any insurance policy or a beneficiary of any letter of credit, such requirement shall have been complied with if any such insurance policy or letter of credit also names the ABL Agent as an additional insured, loss payee or beneficiary, as the case may be, in each case pursuant and subject to the terms of the ABL Intercreditor Agreement. (c) Furthermore, at all times prior to the Discharge of ABL Obligations, the Collateral Agent is authorized by the parties hereto to effect transfers of ABL Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to ABL Priority Collateral) to the ABL Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the ABL Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the ABL Documents and (iii) take all other steps reasonably requested by the Collateral Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify be reasonable and acceptable to the Administrative Agent and the Term Lenders, and the Administrative Agent and the Term Lenders shall be deemed to have consented to the use of each such intercreditor agreement (and to the Administrative Agent’s execution thereof) in connection with any Indebtedness permitted to be incurred, issued and/or assumed by the Borrower or any of the provisions of this Agreement, which, as among the Grantors and the Collateral Agent shall remain in full force and effect in accordance with its terms. - 37 - Term Loan Security Agreement [Signature Pages Follow] - 38 - Term Loan Security AgreementSubsidiaries pursuant to Section 6.01.