8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

July 10, 2025

Date of Report (Date of earliest event reported)

AZZ Inc.

(Exact name of Registrant as specified in its charter)

Texas	1-12777	75-0948250
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Museum Place, Suite 500

3100 West 7th Street

Fort Worth, Texas 76107

(Address of principal executive offices) (Zip Code)

(817) 810-0095

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	AZZ	New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 10, 2025, AZZ Inc. (the “Company”) and certain of its subsidiaries entered into a three-year $150 million accounts receivable securitization facility (the “Securitization Facility”) with Wells Fargo Bank, N.A. (“Wells Fargo”), as administrative agent. The Securitization Facility permits AZZ SPE-1 LLC an indirect wholly-owned special purpose subsidiary of the Company (“AZZ SPE-1”) to draw up to a total of $150 million in revolving loans, subject to the outstanding amount of the eligible receivables pool and other factors. The Securitization Facility is intended to qualify as a “Permitted Receivables Financing” as contemplated under the Company’s existing Credit Agreement with a syndicate of financial institutions as lenders. The proceeds from the Securitization Facility were used to pay down existing debt and will result in reduced interest costs, as the interest rate on the Securitization Facility is lower than the interest rate on the Company's existing debt.

The documentation for the Securitization Facility includes (i) a Receivables Transfer Agreement, dated as of July 10, 2025 (the “Receivables Transfer Agreement”), by and among AZZ SPE LLC (“AZZ SPE”), an indirect wholly-owned special-purpose subsidiary of the Company, Arbor-Crowley, LLC, as Master Servicer, and certain of the Company’s indirect wholly-owned entities as originators party thereto from time to time, (ii) a Receivables Contribution Agreement, dated as of July 10, 2025 (the “Receivables Contribution Agreement”), by and among AZZ SPE as contributor, Arbor-Crowley, LLC, as Master Servicer, and AZZ SPE-1; (iii) a Credit and Security Agreement, dated as of July 10, 2025 (the “Credit and Security Agreement”), by and among AZZ SPE-1 as borrower, Arbor-Crowley, LLC, as Master Servicer, the lenders party thereto from time to time (the “Lenders”) and Wells Fargo Bank, N.A., as administrative agent (“Wells Fargo”); (iv) a Performance Undertaking, dated as of July 10, 2025 (the “Performance Undertaking”), by the Company in favor of Wells Fargo; (v) a Pledge Agreement, dated as of July 10, 2025 (the “Pledge Agreement”), by AZZ SPE in favor of Wells Fargo; and (vi) a Guaranty Agreement, dated as of July 10, 2025 (“Guaranty Agreement”), by AZZ SPE in favor of Wells Fargo. The Securitization Facility will terminate on July 10, 2028, unless earlier terminated in accordance with its terms.

AZZ SPE-1 is a separate special purpose legal entity formed for the exclusive purpose of entering into and performing its rights and obligations under the Securitization Facility with Wells Fargo as its sole creditor entitled to access the AZZ SPE-1 assets before the assets become available to the Company. Accordingly, AZZ SPE-1’s assets are not available to pay creditors of the Company or any of its subsidiaries (other than AZZ SPE) except that, subject to the limitations set forth in the Credit and Security Agreement, collections on receivables in excess of amounts required to repay the Lenders and other creditors of AZZ SPE-1 may be remitted to the Company. AZZ SPE is the direct parent company of AZZ SPE-1 and is a separate special purpose legal entity formed for purposes of participating in the Securitization Facility and has pledged all of its assets to Wells Fargo and guaranteed AZZ SPE-1’s obligations under the Credit and Security Agreement.

Loans under the Securitization Facility accrue interest at a rate equal to a daily SOFR rate or a base rate, in each case, plus an applicable margin. Additionally, AZZ SPE-1 will pay certain additional fees to the agents and the Lenders under the Securitization Facility.

The Receivables Transfer Agreement, Receivables Contribution Agreement, Credit and Security Agreement, the Performance Undertaking, the Pledge Agreement and the Guaranty Agreement contain customary representations and warranties, affirmative and negative covenants, and events of default (subject to cure periods), including, among others, failure by AZZ SPE-1 to pay amounts when due, certain defaults on other material indebtedness, a change of control and bankruptcy and insolvency events.

The foregoing descriptions of the Receivables Transfer Agreement, Receivables Contribution Agreement, Credit and Security Agreement, the Performance Undertaking, the Pledge Agreement and the Guaranty Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and the terms of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed as part of this report.

Exhibit	Description
10.1	Receivables Transfer Agreement, dated as of July 10, 2025, by and among The Various Entities Listed on Schedule I (as Originators), Arbor-Crowley, LLC (as Master Services) and AZZ SPE LLC (as Transferee).
10.2	Receivables Contribution Agreement, dated as of July 10, 2025, by and among AZZ SPE LLC (as Contributor), Arbor-Crowley, LLC (as Master Services), and AZZ SPE-1 LLC (as Company).
10.3	Credit and Security Agreement, dated as of July 10, 2025, among AZZ SPE-1 (as Borrower), Arbor-Crowley, LLC (as the Master Services), The Lenders from Time To Time Party Hereto, and Wells Fargo Bank, National Association (as Administrative Agent).
10.4	Performance Undertaking, dated as of July 10, 2025.
10.5	Pledge Agreement, dated as of July 10, 2025.
10.6	Guaranty Agreement, dated as of July 10, 2025.
104	Cover Page Interactive Date File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AZZ Inc.
Date:	7/16/2025	By:	/s/ Jason Crawford
			Jason Crawford Senior Vice President, Chief Financial Officer and Principal Accounting Officer

EX-10.1

Exhibit 10.1

Execution Version

RECEIVABLESTRANSFER AGREEMENT

dated as of July 10, 2025

by and among

THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO,
as Originators,

ARBOR-CROWLEY, LLC,
as Master Servicer,

and

AZZ SPE LLC,
as Transferee

Receivables Transfer Agreement - AZZ (2025)

Table of Contents

Page

SECTION 1.1    Agreement To Transfer    2

SECTION 1.2    Timing of Transfers    3

SECTION 1.3    Consideration for Transfers    3

SECTION 1.4    Termination Date    3

SECTION 1.5    Intention of the Parties    4

ARTICLE II TRANSFER REPORT; THE TRANSFER PRICE    4

SECTION 2.1    Transfer Report    4

SECTION 2.2    Calculation of Transfer Price    5

ARTICLE III ACCEPTANCE OF CAPITAL CONTRIBUTIONS AND RECORDATION OF TRANSFER PRICE    5

SECTION 3.1    Acceptance of Capital Contributions and Recording of Transfer Price    5

SECTION 3.2    [Intentionally Omitted]    5

SECTION 3.3    Settlement as to Specific Receivables and Dilution    5

SECTION 3.4    Reconveyance of Receivables    6

ARTICLE IV CONDITIONS OF TRANSFERS; ADDITIONAL ORIGINATORS    6

SECTION 4.1    Conditions Precedent to Initial Transfer    6

SECTION 4.2    Certification as to Representations and Warranties    8

SECTION 4.3    Additional Originators    8

SECTION 4.4    Removed Originators    9

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS    10

SECTION 5.1    Existence and Power    10

SECTION 5.2    Authority; No Conflict or Violation    10

SECTION 5.3    Legal Agreements    11

SECTION 5.4    Compliance with Laws    11

SECTION 5.5    Margin Regulations    11

SECTION 5.6    Investment Company Act    11

SECTION 5.7    Solvency    11

SECTION 5.8    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions    12

SECTION 5.9    Names and Location    12

SECTION 5.10    Good Title; Perfection    12

SECTION 5.11    Perfection Representations    13

SECTION 5.12    Compliance with Credit and Collection Policy    14

SECTION 5.13    Enforceability of Contracts    14

SECTION 5.14    Bulk Sales Act    14

SECTION 5.15    Accuracy of Information    14

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Table of Contents

Page

SECTION 5.16    No Material Adverse Effect    15

SECTION 5.17    No Fraudulent Conveyance    15

SECTION 5.18    Eligible Receivables    15

SECTION 5.19    Financial Information    15

SECTION 5.20    Taxes    15

SECTION 5.21    Opinions    15

SECTION 5.22    Other Transaction Documents    15

SECTION 5.23    Litigation and Other Proceedings    15

SECTION 5.24    Ordinary Course of Business    16

SECTION 5.25    Reaffirmation of Representations and Warranties by each Originator    16

ARTICLE VI COVENANTS OF THE ORIGINATORS    16

SECTION 6.1    Covenants of the Originators    16

ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES    23

SECTION 7.1    Rights of the Transferee    23

SECTION 7.2    Responsibilities of the Originators    23

SECTION 7.3    Further Action Evidencing Transfers    23

SECTION 7.4    Application of Collections    24

ARTICLE VIII TERMINATION EVENTS    24

SECTION 8.1    Termination Events    24

SECTION 8.2    Remedies    25

ARTICLE IX INDEMNIFICATION    25

SECTION 9.1    Indemnities by the Originators    25

ARTICLE X MISCELLANEOUS    28

SECTION 10.1    Amendments, etc    28

SECTION 10.2    Notices, etc    28

SECTION 10.3    No Waiver; Cumulative Remedies    28

SECTION 10.4    Binding Effect; Assignability    29

SECTION 10.5    Governing Law    29

SECTION 10.6    Costs, Expenses and Taxes    29

SECTION 10.7    SUBMISSION TO JURISDICTION    30

SECTION 10.8    WAIVER OF JURY TRIAL    30

SECTION 10.9    Captions and Cross References; Incorporation by Reference    30

SECTION 10.10    Execution in Counterparts    30

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Table of Contents

Page

SECTION 10.11    Acknowledgment and Agreement    31

SECTION 10.12    No Proceeding    31

SECTION 10.13    Limited Recourse    31

SECTION 10.14    Severability    31

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SCHEDULES

Schedule I    Jurisdiction of Organization of the Originators

Schedule II    Location of Books and Records of the Originators

Schedule III    Trade Names and Past Names

EXHIBITS

Exhibit A    Form of Transfer Report

Exhibit B    Form of Joinder Agreement

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This Receivables Transfer Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 10, 2025, is entered into by and among the Various Entities Listed on Schedule I hereto and each Person that becomes a party hereto as an Originator from time to time pursuant to Section 4.3 hereof (the “Originators”, and individually, each an “Originator”), Arbor-Crowley, LLC (“AC”), as the initial Servicer (as defined below), and AZZ SPE LLC, a Delaware limited liability company (the “Transferee”).

BACKGROUND:

The Transferee is a special purpose limited liability company, all of the issued and outstanding Capital Stock of which is owned directly by the Originators, collectively, and each Originator owns directly a portion of the issued and outstanding Capital Stock of the Transferee;

The Originators generate Receivables in the ordinary course of their business;

The Originators wish to contribute Receivables to the Transferee, and the Transferee is willing to accept Receivables as capital contributions from the Originators, on the terms and subject to the conditions set forth herein;

The Originators and the Transferee intend this transaction to be an absolute contribution and conveyance of Receivables and the Related Rights by the Originators to the Transferee, providing the Transferee with the full benefits of ownership of the Receivables, and the Originators and the Transferee do not intend the transactions hereunder to be characterized as a loan from the Transferee to any of the Originators; and

(a) The Transferee intends to contribute and convey (and grant a security interest in), inter alia, this Agreement and the Receivables and Related Rights to AZZ SPE-1 LLC, a Delaware limited liability company (the “Borrower”), which is a special purpose limited liability company, all of the issued and outstanding Capital Stock of which is owned directly by the Transferee, pursuant to the Contribution Agreement, (b) the Transferee and the Borrower intend the transactions contemplated by the Contribution Agreement to be an absolute contribution and conveyance of Receivables and the Related Rights by the Transferee to the Borrower, providing the Borrower with the full benefits of ownership of the Receivables, and the Transferee and the Borrower do not intend the transactions thereunder to be characterized as a loan from the Borrower to the Transferee, and (c) the Borrower intends to grant a security interest in, inter alia, (i) this Agreement, (ii) the Contribution Agreement, and (iii) the Receivables and the Related Rights to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

DEFINITIONS

Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Agreement are defined in Exhibit I of the Credit and Security Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, AC, as the Master Servicer (in such capacity, the “Servicer”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. The usage of terms and provisions set forth in Exhibit I of the Credit Agreement shall apply hereto as though set forth herein in their entirety.

ARTICLE I
AGREEMENT TO TRANSFER

SECTION 1.1    Agreement To Transfer. On the terms and subject to the conditions set forth in this Agreement, each Originator agrees to contribute to the capital of the Transferee, and the Transferee agrees to accept as a contribution to its capital from each such Originator (each such contribution, a “Transfer”), from time to time on or after the Closing Date but before the Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

(a)    each Receivable of such Originator that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date, as defined below;

(b)    each Receivable generated by such Originator after the Cut-Off Date to, but excluding, the Termination Date;

(c)    the goods, the sale of which gave rise to such Receivable, and any and all insurance contracts with respect thereto;

(d)    all other Security Interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable;

(e)    all guaranties, letters of credit, insurance and other supporting obligations, agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise;

(f)    all service contracts and other contracts and agreements associated with such Receivable;

(g)    all Records related to such Receivable;

(h)    each Lock-Box and each Collection Account; and

(i)    all proceeds of any of the foregoing.

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All contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of such Originator set forth in this Agreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable or in any Related Rights is intended to be assumed by the Transferee hereunder, and any such assumption is expressly disclaimed. The property and the proceeds and rights described in clauses (c) through (i) are referred to herein, collectively, as the “Related Rights”, and the Transferee’s foregoing commitment to accept contributions of Receivables and Related Rights is herein called the “Transfer Facility”. Each Receivable and the Related Rights subject to a Transfer under Section 1.1 is herein called a “Transferred Receivable”. For the avoidance of doubt, no Excluded Receivable shall constitute a “Receivable” hereunder until such date as (i) the Borrower has requested that such Excluded Receivables be included as Receivables under the Transaction Documents in accordance with the terms of the Credit Agreement and (ii) the Administrative Agent has consented to the inclusion of such Excluded Receivables as Receivables under the Transaction Documents in accordance with the terms of the Credit Agreement.

As used herein, “Cut-Off Date” means (a) with respect to each Originator party hereto on the date hereof, June 30, 2025, and (b) with respect to any Originator that first becomes a party hereto after the date hereof, the Business Day immediately prior to the date on which such Originator becomes a party hereto or such other date as the Transferee and such Originator agree to in writing.

SECTION 1.2    Timing of Transfers.

(a)    Closing Date Transfers. Each Originator’s entire right, title and interest in (i) each Receivable that existed and was owing to such Originator at the Cut-Off Date, (ii) all Receivables created by such Originator after the Cut-Off Date, to and including, the Closing Date, and (iii) all Related Rights with respect thereto automatically shall be deemed to have been contributed by such Originator to the Transferee on the Closing Date.

(b)    Subsequent Transfers. After the Closing Date, until the Termination Date, each Transferred Receivable generated by each Originator shall be, and shall be deemed to have been contributed by such Originator to the Transferee immediately (and without further action) upon the creation of such Receivable.

SECTION 1.3    Consideration for Transfers. On the terms and subject to the conditions set forth in this Agreement, the Transferee agrees to accept all capital contributions in accordance with Article III by recording in the capital account of each contributing Originator the applicable Transfer Price for each such Receivable and Related Rights with respect thereto contributed by such Originator.

SECTION 1.4    Termination Date. The “Termination Date” shall be the earlier to occur of (a) the date the Transfer Facility is terminated pursuant to Section 8.2(a) and (b) the Final Payout Date.

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SECTION 1.5    Intention of the Parties. It is the express intent of each Originator and the Transferee that each conveyance by such Originator to the Transferee pursuant to this Agreement of any Transferred Receivable be construed as a valid and perfected contribution and an absolute assignment (without recourse except as provided herein) of such Transferred Receivables by such Originator to the Transferee (rather than the grant of a security interest to secure a debt or other obligation of such Originator), providing the Transferee with the full risk and benefit of ownership of the Transferred Receivables and that the right, title and interest in and to such Transferred Receivables conveyed to the Transferee be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Transferred Receivables is not construed to be both a valid and perfected contribution and an absolute assignment of such Transferred Receivables, and a conveyance of such Transferred Receivables that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Transferee that, (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) such Originator shall be deemed to have granted to the Transferee as of the date of this Agreement, and such Originator hereby grants to the Transferee, a security interest in, to and under, all of such Originator’s right, title and interest in and to the Transferred Receivables transferred or purported to be transferred hereunder, whether now existing or hereafter created by such Originator, which security interest shall secure the obligations of such Originator under this Agreement.

ARTICLE II
TRANSFER REPORT; THE TRANSFER PRICE

SECTION 2.1    Transfer Report. On the Closing Date and on each date when a Settlement Report is due to be delivered under the Credit Agreement (each such date, a “Transfer Report Date”), the Servicer shall deliver to the Transferee and each Originator a report in substantially the form of Exhibit A (each such report being herein called a “Transfer Report”) setting forth, among other things:

(a)    the Transfer Price of all Receivables and Related Rights contributed to the capital of the Transferee by each Originator, as of the Cut-Off Date (in the case of the Transfer Report to be delivered on the Closing Date);

(b)    the Transfer Price of all Receivables and Related Rights contributed to the capital of the Transferee by each Originator, during the Fiscal Month or calendar week, as applicable, immediately preceding such Transfer Report Date (in the case of each subsequent Transfer Report); and

(c)    the calculations of reductions of the Transfer Price for any Receivables as provided in Sections 3.3(a) and (b).

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Servicer shall be entitled to combine reports delivered hereunder (including Transfer Reports) with similar reports delivered under the Contribution Agreement. No failure by the Servicer to deliver any Transfer Report or to perform its obligations in respect thereof (including the existence of any error therein), shall derogate from the Transferee’s right, title and interest in, to or under any Receivables or Related Rights conveyed or purported to be conveyed by contribution to the Transferee hereunder.

SECTION 2.2    Calculation of Transfer Price. The “Transfer Price” hereunder for each Receivable and the Related Rights with respect thereto shall equal the Outstanding Balance of such Receivable on the relevant Transfer Date (or, for the Closing Date, on the Cut-Off Date), subject to the reductions as provided in Sections 3.3(a) and (b).

“Transfer Date” means (i) the Closing Date and (ii) each Business Day thereafter that the Originators are open for business on which a Transfer occurs. Notwithstanding anything to the contrary, contributions of Receivables and the application of proceeds with respect thereto shall occur on each Business Day on which Originators have available Receivables for Transfer; provided that (x) the reporting of such transaction shall occur on the Transfer Report Date and (y) amounts owing to such Originator shall be payable at any time upon demand by the applicable Originator.

ARTICLE III
ACCEPTANCE OF CAPITAL CONTRIBUTIONS AND RECORDATION OF TRANSFER PRICE

SECTION 3.1    Acceptance of Capital Contributions and Recording of Transfer Price. On the terms and subject to the conditions set forth in this Agreement, the Transferee agrees on each Transfer Date (i) to accept as a contribution to the Transferee’s capital the Transferred Receivables from each contributing Originator, and (ii) to record in the capital account of each contributing Originator the applicable Transfer Price for such Originator’s Transferred Receivables.

SECTION 3.2    [Intentionally Omitted].

SECTION 3.3    Settlement as to Specific Receivables and Dilution.

(a)    If, (i) on the day of contribution of any Receivable from an Originator hereunder, any of the representations or warranties set forth in Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than as a result of the failure to collect such Receivable solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor) of an Originator, on any subsequent day, any of such representations or warranties set forth in Sections 5.10, 5.11,5.12, 5.13 or 5.15 is no longer true with respect to such Receivable, then the Transfer Price with respect to such Transferred Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in clause (c) below; provided, that if the Transferee thereafter receives payment on account of

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Collections due with respect to such Receivable, the Transferee promptly shall deliver such funds to such Originator.

(b)    If, on any day, the Outstanding Balance of any Receivable contributed hereunder is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Transferee, any Originator, the Servicer, or any of their respective Affiliates or any setoff, counterclaim or dispute between or among the Transferee, any Originator, the Servicer or any of their respective Affiliates, on the one hand, and an Obligor, on the other hand, then the Transfer Price with respect to such Transferred Receivable shall be reduced by the amount of such net reduction or adjustment and shall be accounted to such Originator as provided in clause (c) below.

(c)    Any reduction in the Transfer Price of any Transferred Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Transferee against the Transfer Price of Transferred Receivables subsequently Transferred to the Transferee by such Originator hereunder; provided, however if there have been no Transfers of Receivables (or insufficiently large Transfers of Receivables) from such Originator prior to the Payment Date immediately following any such reduction in the Transfer Price of any Transferred Receivable to create a Transfer Price sufficient to so apply such credit against, the amount of such credit shall be paid in cash to the Transferee by such Originator; provided, that at any time (i) when an Amortization Event or a Potential Amortization Event exists under the Credit Agreement, (ii) when an Overadvance exists under the Credit Agreement or (iii) on or after the Termination Date or the Facility Termination Date, the amount of any such credit shall be paid by such Originator to the Transferee (and by the Transferee to the Borrower) by deposit in immediately available funds into a Collection Account for application by the Servicer or the Borrower to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

(d)    Notwithstanding anything in this Article III or any other provision of this Agreement to the contrary, no adjustment, payment, reimbursement or other compensation shall be due from any Originator with respect to losses in respect of a Receivable that is uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor after the date of the initial Transfer of such Receivable to the Transferee hereunder.

SECTION 3.4    Reconveyance of Receivables. In the event that an Originator has paid to the Transferee the full Outstanding Balance of any Receivable pursuant to Section 3.3, the Transferee shall reconvey such Receivable to such Originator, without representation or warranty, but free and clear of all liens, security interests, charges, and encumbrances created by the Transferee.

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ARTICLE IV
CONDITIONS OF TRANSFERS; ADDITIONAL ORIGINATORS

SECTION 4.1    Conditions Precedent to Initial Transfer. The initial contribution hereunder is subject to the condition precedent that the Transferee, the Borrower (as the Transferee’s assignee) and the Administrative Agent (as the Borrower’s assignee) shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance reasonably satisfactory to the Transferee, the Borrower (as the Transferee’s assignee) and the Administrative Agent (as the Borrower’s assignee):

(a)    A copy of the resolutions or written consent of the board of directors or managers or other equivalent governing body of each Originator approving the Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the secretary or assistant secretary (or equivalent) of such Originator;

(b)    Good standing certificates, or an equivalent certificate, for each Originator issued as of a recent date reasonably acceptable to the Transferee, the Borrower (as the Transferee’s assignee) and the Administrative Agent (as the Borrower’s assignee) by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization;

(c)    A certificate of the secretary or assistant secretary (or equivalent) of each Originator certifying the names and true signatures of the officers authorized on such Person’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Transferee, the Borrower (as the Transferee’s assignee), the Administrative Agent (as the Borrower’s assignee) and the Lenders may conclusively rely until such time as the Servicer, the Transferee, the Borrower (as the Transferee’s assignee) and the Administrative Agent (as the Borrower’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c));

(d)    The certificate or articles of incorporation, certificate of formation or other organizational document of each Originator (including all amendments and modifications thereto) duly certified by the Secretary of State, or other equivalent authority, of the jurisdiction of such Originator’s organization as of a recent date, together with a copy of the by-laws, limited liability company agreement, or equivalent governing document of such Originator (including all amendments and modifications thereto), each duly certified by the secretary or an assistant secretary (or equivalent) of such Originator;

(e)    The forms of financing statements (Form UCC-1) that name each Originator as the debtor/seller, the Transferee as the first assignor secured party/buyer, the Borrower as the second assignor secured party/buyer and the Administrative Agent as the assignee of second assignor secured party/buyer of the Receivables contributed by such Originator as may be necessary or, in the Transferee’s, the Borrower’s or the

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Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Transferee’s ownership and security interest in all Transferred Receivables (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Transferee hereunder;

(f)    Written lien search results listing all effective financing statements that name the Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of organization, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) (and/or released or terminated, as the case may be, on or prior to the Closing Date), shall cover any Receivable or any Related Rights which are to be contributed to the Transferee hereunder), and tax lien search results showing no evidence of such liens filed against any Originator;

(g)    Favorable opinions of counsel to the Originators, in form and substance reasonably satisfactory to the Transferee, the Borrower (as the Transferee’s assignee) and the Administrative Agent (as the Borrower’s assignee); and

(h)    Evidence of (i) the execution and delivery by each Originator, the Transferee and the Borrower of each of the other Transaction Documents to be executed and delivered in connection herewith; and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Transferee’s, the Borrower’s (as the Transferee’s assignee) and the Administrative Agent’s (as the Borrower’s assignee) satisfaction.

SECTION 4.2    Certification as to Representations and Warranties. Each Originator, as of each Transfer Date, shall be deemed to have certified that the representations and warranties of such Originator contained in Article V, as from time to time amended in accordance with the terms hereof, are true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) on and as of such date, with the same effect as though made on and as of such date (except for representations and warranties which apply to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of such earlier date).

SECTION 4.3    Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Transferee, the Borrower, the Administrative Agent and the Required Lenders (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and the Required Lenders on or before the date of such addition:

(i)    the Servicer shall have given the Transferee, the Borrower, the Administrative Agent and each Lender at least ten (10) days’ prior written notice (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed

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additional Originator as the Transferee, the Borrower or the Administrative Agent may reasonably request;

(ii)    such proposed additional Originator shall have executed and delivered to the Transferee, the Borrower, the Administrative Agent, each Lender and the Servicer an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”);

(iii)    the Performance Guarantor shall have delivered a reaffirmation, acknowledgment and consent with respect to the Joinder Agreement of such proposed additional Originator;

(iv)    such proposed additional Originator shall have delivered to the Transferee, the Borrower (as the Transferee’s assignee) and the Administrative Agent (as the Borrower’s assignee) each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Transferee, the Borrower (as the Transferee’s assignee) and the Administrative Agent (as the Borrower’s assignee);

(v)    no Termination Event (as defined in the Credit Agreement); and

(vi)    no Amortization Event shall have occurred and be continuing or result therefrom.

SECTION 4.4    Removed Originators.

(a)    From time to time prior to the Termination Date, the Servicer and the Transferee may deliver a notice in writing to the Administrative Agent (each, a “Removal Notice”) setting forth the proposed removal of one or more Originators hereunder (the “Removed Originators”) effective as of a date (which shall be not less than ten (10) Business Day following the date of the Administrative Agent’s receipt of such Removal Notice) set forth in such Removal Notice (“Removal Effective Date”).

(b)    Each Removal Effective Date and the removal of a Removed Originator thereon is subject to the satisfaction of each of the following conditions: (i) no Termination Event (as defined in the Credit Agreement) or Amortization Event shall have occurred and be continuing or shall result from the removal of the Removed Originator(s) on such Removal Effective Date, (ii) no Overadvance under the Credit Agreement shall have occurred and be continuing or shall result from the removal of the Removed Originator(s) on such Removal Effective Date, (iii) on such Removal Effective Date the highest aggregate Outstanding Balances of Receivables contributed under this Agreement and outstanding at any one time of the Removed Originator(s) to be removed on such Removal Effective Date (together with the highest aggregate Outstanding Balances of Receivables contributed under this Agreement and outstanding at any one time of all other Removed Originators that have been removed on prior Removal Effective Dates) shall not exceed 25% of the highest aggregate Outstanding Balances of Receivables

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contributed under this Agreement and outstanding at any one time, and (iv) the Servicer shall have delivered to the Administrative Agent a pro forma calculation of the Borrowing Base giving effect to the removal of the Removed Originator on such Removal Effective Date and any Removed Receivables (as defined below) in connection therewith, together with such information and documentation as the Administrative Agent or any Lender may reasonably request in connection with the removal of such Removed Originator on such Removal Effective Date.

(c)    Subject to the satisfaction of the conditions set forth in Section 4.4(b), effective on the applicable Removal Effective Date the applicable Removed Originator shall no long be considered an “Originator” hereunder, the aggregate Outstanding Balance of all Receivables contributed by such Removed Originator to the Transferee (and by the Transferee to the Borrower) and that are outstanding on such Removal Effective Date (the “Removed Receivables”), together with all Related Rights solely with respect to such Removed Receivables, shall be automatically reconveyed by the Borrower to the Transferee and by the Transferee to such Removed Originator on such Removal Effective Date, without recourse, representation or warranty, free and clear of all Liens of the Transferee, the Borrower and the Administrative Agent, and (i) the Contribution Price (as defined in the Contribution Agreement) with respect to such Removed Receivables shall automatically be applied dollar-for-dollar to reduce the Contribution Price for each Receivable contributed by the Transferee to the Borrower pursuant to the Contribution Agreement on or after the Removal Effective Date in consideration therefor (until fully applied) and (ii) all of the issued and outstanding Capital Stock of the Transferee owned by such Removed Originator shall automatically be redeemed and retired on such Removal Effective Date in consideration therefor. The delivery of a Removal Notice shall be deemed to be a representation and warranty by the Transferee, the Borrower, the Servicer and the applicable Removed Originator(s) as to the satisfaction of the conditions set forth in Section 4.4(b).  Each of the Transferee, the Borrower and the Administrative Agent agrees, upon the written request of a Removed Originator, and at the sole cost and expense of such Removed Originator, to execute, authorize and deliver such documents (in form and substance reasonably acceptable to the Administrative Agent, the Borrower, the Transferee and such Removed Originator), and to do such acts and things, as such Removed Originator may reasonably request in order to effectuate the removal of such Removed Originator and the termination of any ownership or security interest in the Removed Receivables on the applicable Removal Effective Date.  The rights and remedies with respect to any breach of any representation and warranty made by any Removed Originator pursuant to Article V and the indemnification and payment provisions of Article IX and Section 10.6 (solely with respect to duties and liabilities of such Removed Originator arising prior to the Removal Effective Date) shall be continuing and shall survive the removal of each Removed Originator.

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ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS

In order to induce the Transferee to enter into this Agreement and to accept the capital contributions from the Originators as provided hereunder, each Originator hereby makes with respect to itself the representations and warranties set forth in this Article V.

SECTION 5.1    Existence and Power. Each Originator (i) is a corporation or limited liability company, as applicable, (ii) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization or formation, (iii) has full power and authority under its Organizational Documents and under the Laws of the jurisdiction of its organization or formation to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and (iv) is duly qualified to do business, is in good standing as a foreign entity, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals where a failure to do so could reasonably be expected to have or result in a Material Adverse Effect.

SECTION 5.2    Authority; No Conflict or Violation. (i) Each Originator has all necessary power and authority to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (c) contribute and grant a security interest in the Receivables and the Related Rights to the Transferee on the terms and subject to the conditions herein provided, and (ii) the execution, delivery and performance by each Originator of this Agreement and the other Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary limited liability company or corporate action, as applicable, on the part of such Originator and do not and will not (a) (I) require any consent or approval of its manager(s), member(s), board of directors or shareholders, or (II) require any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the security interest granted in the Receivables and the Related Rights to the Transferee pursuant to this Agreement, (b) violate any provision of (I) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to such Originator or (II) the Organizational Documents of such Originator, (c) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Originator is a party or by which it or its properties may be bound or affected, or (d) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the Receivables or Related Rights pursuant to such indenture or loan or credit agreement or such other material agreement, lease or instrument (other than Permitted Liens), except, with respect to clauses (ii)(a)(II), (ii)(b)(I) and (ii)(c) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

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SECTION 5.3    Legal Agreements. This Agreement and each of the other Transaction Documents to which each Originator is a party have been duly authorized, executed and delivered by each Originator, and constitute the legal, valid and binding obligations of each Originator, enforceable against each Originator in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

SECTION 5.4    Compliance with Laws. Each Originator has complied with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

SECTION 5.5    Margin Regulations. No Originator is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the Transfer will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

SECTION 5.6    Investment Company Act. No Originator is required to register as an “investment company” within the meaning of the Investment Company Act.

SECTION 5.7    Solvency. On the date hereof, and on the date of each contribution hereunder (both before and immediately after giving effect to such contribution), each Originator is, and will be on such date, Solvent and no proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution, administration or other similar law, including any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt, now or hereafter in effect, with respect to such Originator is, or will be on such date, pending.

SECTION 5.8    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(a)    None of (i) any Originator, any Subsidiary of any Originator or, to the knowledge of such Originator or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) any agent or representative of any Originator or any Subsidiary of any Originator that will act in any capacity in connection with or benefit from the Transaction Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any Governmental Authority regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a Governmental Authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (D) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

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(b)    Each Originator and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by such Originator and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(c)    Each Originator and its Subsidiaries, and to the knowledge of each such Originator, director, officer, employee, agent and Affiliate of each such Originator and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(d)    No proceeds of any Transfer have been used, directly or indirectly, by any Originator, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 5.2(h) of the Credit Agreement.

SECTION 5.9    Names and Location. Except as described in Schedule III, each Originator has not used any company or corporate names, trade names or assumed names since the date occurring five calendar years prior to the Closing Date other than its name set forth on the signature pages hereto. Each Originator is “located” (as such term is defined in the applicable UCC) in the jurisdiction specified in Schedule I and since the date occurring five calendar years prior to the Closing Date, has not been “located” (as such term is defined in the applicable UCC) in any other jurisdiction (except as specified in Schedule I). The office(s) where each Originator keeps its records concerning the Receivables is at the address(es) set forth on Schedule II.

SECTION 5.10    Good Title; Perfection.

(a)    Immediately preceding its contribution of each Receivable and the Related Rights with respect thereto hereunder, the applicable Originator was the owner of, and had good and marketable title to, such Transferred Receivable contributed or purported to be contributed, free and clear of any Adverse Claims, and each such contribution hereunder constitutes a valid contribution, transfer and assignment of all of such Originator’s right, title and interest in, to and under the Transferred Receivables contributed by it, free and clear of any Adverse Claims.

(b)    On or before the Closing Date and before the generation by such Originator of any new Transferred Receivable to be contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Transferee’s ownership or security interest in Transferred Receivables to be contributed or otherwise conveyed hereunder against all creditors of and purchasers from such Originator will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(c)    Upon the creation of each new Transferred Receivable contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Transferred Receivables, the Transferee shall have a valid and perfected

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first priority ownership or security interest in each Receivable and Related Right contributed to it hereunder, free and clear of any Adverse Claim.

SECTION 5.11    Perfection Representations.

(a)    This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in each Originator’s right, title and interest in, to and under the Transferred Receivables which (A) ownership or security interest has been perfected (but with respect to the perfected ownership or security interest in the Related Rights, in only that portion of the Related Rights in which an ownership or security interest may be perfected by the filing of a financing statement or pursuant to a Collection Account Control Agreement under the UCC) and is enforceable against creditors of and purchasers from each Originator and (B) will be free of all Adverse Claims in such Transferred Receivables.

(b)    Prior to the contribution of, or grant of security interest in, the Transferred Receivables transferred hereunder, each Originator owned and had good and marketable title to such Transferred Receivables free and clear of any Adverse Claim of any Person.

(c)    All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the contribution of and/or grant of a security interest in the Transferred Receivables from each Originator to the Transferee pursuant to this Agreement.

(d)    Other than the ownership or security interest granted to the Transferee pursuant to this Agreement, no Originator has pledged, assigned, sold, granted a security interest in (other than those released on the Closing Date or any other date on which a Receivable is contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights except as permitted by this Agreement and the other Transaction Documents. Each such Originator has not authorized the filing of and is not aware of any financing statements filed against such Originator that include a description of collateral covering the Receivables or Related Rights other than any financing statement (i) in favor of the Transferee, the Borrower or the Administrative Agent or (ii) that has been terminated or amended to reflect the release of any security interest in the Transferred Receivables. No Originator is aware of any judgment lien, ERISA lien or tax lien filings against such Originator.

(e)    Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.11 shall be continuing and remain in full force and effect until the Final Payout Date.

SECTION 5.12    Compliance with Credit and Collection Policy. Each Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable contributed by it hereunder and the related Contract, other than any Receivable and

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the related Contract with respect to which there has been a Deemed Collection payment in accordance with Section 1.5 of the Credit Agreement.

SECTION 5.13    Enforceability of Contracts. Each Contract with respect to each Receivable contributed by an Originator hereunder is effective to create, and has created, a valid and binding obligation of the related Obligor to pay the Outstanding Balance of such Receivable created thereunder and any accrued interest thereon, enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), without being subject to any defense, deduction, offset or counterclaim, and the Receivables related to each such Contract represent amounts earned and payable by the Obligor that are not subject to the performance of additional services by the Originator thereof or by the Transferee or the Borrower and the related goods or merchandise shall have been shipped and/or services performed (other than delivery of an invoice or bill for such Receivable).

SECTION 5.14    Bulk Sales Act. No transaction contemplated by this Agreement will require compliance by any Originator or any of the AZZ Parties with any bulk sales act or similar law.

SECTION 5.15    Accuracy of Information. No written information (including, without limitation, all Settlement Reports) heretofore furnished by (or on behalf of) an Originator to the Transferee, the Borrower, the Administrative Agent or any of the Lenders for purposes of or in connection with this Agreement or any transaction contemplated hereby contains, and no such written information hereafter furnished by (or on behalf of) an Originator to the Transferee, the Borrower, the Administrative Agent or any of the Lenders, will contain, any material misstatement of fact or omit to state any material fact necessary to make such information not materially misleading in light of the circumstances under which made.

SECTION 5.16    No Material Adverse Effect. Since February 29, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

SECTION 5.17    No Fraudulent Conveyance. No contribution or transfer hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such laws or similar laws or principles or for any other reason.

SECTION 5.18    Eligible Receivables. Each Receivable contributed, transferred or assigned hereunder is an Eligible Receivable on the date of such contribution, transfer or assignment, unless otherwise specified in the first Settlement Report that includes such Receivable.

SECTION 5.19    Financial Information. All balance sheets, all statements of income and of cash flow and all other financial information of the AZZ Parties furnished to the Transferee, the Borrower, the Administrative Agent or any of the Lenders and described in Section 5.1 of the Credit Agreement have been or will be prepared in accordance with GAAP

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and do or will present fairly in all material respects the financial condition and results of operations of the AZZ Parties, as at such dates and for such periods in accordance with GAAP, subject, in the case of unaudited financial statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes.

SECTION 5.20    Taxes. Each Originator has (i) timely filed all federal and other material tax returns required to be filed by it and (ii) paid, or caused to be paid, all federal and other material taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

SECTION 5.21    Opinions. The facts regarding such Originator, the Transferred Receivables contributed by it hereunder, and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

SECTION 5.22    Other Transaction Documents. Each representation and warranty made by each Originator under each other Transaction Document to which it is a party is true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of the date when made.

SECTION 5.23    Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending or, to the best knowledge of each Originator, threatened against such Originator before any Governmental Authority and (ii) no Originator is subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) or (ii), (a) asserts the invalidity of this Agreement or any other Transaction Document, (b) seeks to prevent the grant of a security interest in any Receivables or Related Rights transferred by such Originator to the Transferee, the ownership or acquisition by the Transferee of any Receivables or Related Rights or the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, (c) seeks any determination or ruling that could materially and adversely affect the performance by such Originator of its obligations under, or the validity and enforceability of, this Agreement or any of the other Transaction Documents or (d) could reasonably be expected to have a Material Adverse Effect.

SECTION 5.24    Ordinary Course of Business. If notwithstanding the intention of the parties hereto, the transactions are characterized as loans and not contributions, each of the Originators represents and warrants as to itself that each remittance of Collections by or on behalf of such Originator to the Transferee under this Agreement will have been (i) in payment of a debt incurred by such Originator in the ordinary course of business or financial affairs of such Originator and (ii) made in the ordinary course of business or financial affairs of such Originator.

SECTION 5.25    Reaffirmation of Representations and Warranties by each Originator. On each day that a new Receivable is created, and when contributed to the Transferee hereunder, such Originator shall be deemed to have certified that all representations

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and warranties of such Originator hereunder are true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of such date).

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Article shall be continuing and remain in full force and effect until the Final Payout Date.

ARTICLE VI
COVENANTS OF THE ORIGINATORS

SECTION 6.1    Covenants of the Originators. At all times from the Closing Date until the Final Payout Date, each Originator will, unless the Administrative Agent, the Required Lenders, the Borrower and the Transferee shall otherwise consent in writing, perform the following covenants:

(a)    Financial Accounting Practices. Each Originator shall make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect in all material respects its transactions and dispositions of its assets and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets and (ii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(b)    Notice of Certain Events. Promptly upon becoming aware of the occurrence of a Termination Event or Unmatured Termination Event under this Agreement, an Amortization Event or Potential Amortization Event under the Credit Agreement or any ERISA Event, each Originator agrees to give the Transferee, the Borrower, the Administrative Agent and each Lender notice of such event, together with a written statement signed on behalf of such Person setting forth the details of such event and any action taken or contemplated to be taken with respect thereto.

(c)    Notice of Material Adverse Effect. Promptly upon becoming aware thereof, each Originator will give the Transferee, the Borrower, the Administrative Agent and each Lender written notice with respect to any development or occurrence which could reasonably be expected to have a Material Adverse Effect.

(d)    Notice of Proceedings. Promptly upon becoming aware thereof, each Originator will give the Transferee, the Borrower, the Administrative Agent and each Lender notice of (i) the commencement, existence or, to the knowledge of any Originator, threat of all proceedings by or before any Governmental Authority against or affecting any Originator or any of its Subsidiaries which, if adversely decided, could reasonably be

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expected to have a Material Adverse Effect and (ii) any action, suit, proceeding or investigation pending or to the knowledge of any Originator, threatened, against any Originator before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect.

(e)    Further Information. Each Originator will promptly furnish to the Transferee, the Borrower and the Administrative Agent (i) such information, and in such form, as the Transferee, the Borrower or the Administrative Agent may reasonably request from time to time in connection with this Agreement or the other Transaction Documents, (ii) sample invoices and other information as the Transferee, the Borrower, the Administrative Agent or the Lenders may request from time to time in order to confirm that Obligors have been instructed to remit payment on Receivables directly to a Lock-Box or a Collection Account in accordance with the Transaction Documents and (iii) such other information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender.

(f)    Audits. Each Originator will, from time to time during regular business hours as requested by the Transferee, the Borrower or the Administrative Agent upon reasonable advance notice to such Originator, and at the sole cost of such Originator, permit the Transferee, the Borrower, the Administrative Agent or its agents or representatives: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Originator relating to the Receivables and the Related Rights, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Originator during reasonable business hours for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Originator’s financial condition or the Receivables and the Related Rights or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts, in each case, with any of the officers or employees of such Originator having knowledge of such matters (each such visit, a “Review”); provided that, so long as no Amortization Event has occurred and is continuing and that the prior Review, if any, had no material adverse findings, the Originators shall only be responsible for the cost of one (1) Review under this Section 6.1(f) in any one calendar year; it being understood and agreed that any follow-up examinations, analysis, discussions or visits to address any material adverse findings discovered during the course of a Review shall not constitute a separate Review.

(g)    Separateness. Each Originator acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit Agreement and the other Transaction Documents in reliance upon each of the Transferee’s and the Borrower’s identity as a legal entity that is separate from the Originators, the Servicer, the Performance Guarantor and their respective other Affiliates. Therefore, no Originator shall take any actions inconsistent with the terms of Section

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5.1(l) of the Credit Agreement, Section 6.1(g) of the Contribution Agreement, the Transferee’s Organizational Documents or the Borrower’s Organizational Documents.

(h)    Preservation of Existence and Franchises. Each Originator shall maintain its organizational existence and its rights and franchises in full force and effect in its jurisdiction of incorporation or organization, as the case may be. Each Originator will qualify and remain licensed or qualified as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which the failure to receive or retain such licensing or qualification could reasonably be expected to have a Material Adverse Effect.

(i)    Compliance with Laws. Each Originator will comply with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(j)    Further Assurances. Each Originator will, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Transferee, the Borrower, the Administrative Agent or the Lenders may reasonably request from time to time in order to carry out the intent and purposes of this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents.

(k)    Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions. Each Originator will, and will cause each of its Subsidiaries to, (i) maintain in effect and enforce policies and procedures designed to ensure compliance by such Originator, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (ii) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that each of the Transferee and the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Transferee or the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (iii) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(l)    Ownership. Each Originator will take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Rights and the Collections irrevocably in the Transferee (and the Borrower, as the Transferee’s assignee), free and clear of any Liens other than Permitted Liens, and (ii) establish and maintain, in favor of the Transferee (and the Borrower, as the Transferee’s assignee, and the Administrative Agent, for the benefit of the Secured Parties, as the Borrower’s assignee) a valid and

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perfected first priority Security Interest in the Receivables and the Related Rights to the full extent contemplated herein, free and clear of any Liens other than Permitted Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Transferee’s (and the Borrower’s, as the Transferee’s assignee, and the Administrative Agent’s, for the benefit of the Secured Parties, as the Borrower’s assignee) Security Interest in the Receivables and the Related Rights) and each Originator will take such other action to perfect, protect or more fully evidence the Security Interest of the Transferee (and the Borrower, as the Transferee’s assignee, and the Administrative Agent, for the benefit of the Secured Parties, as the Borrower’s assignee) as the Transferee, the Borrower or the Administrative Agent may reasonably request.

(m)    Books and Records. Each Originator will maintain and implement administrative and operating procedures (including (i) an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof and (ii) procedures to identify and track sales with respect to, and collections on, Excluded Receivables), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables and the identification and reporting of all Excluded Receivables (including records adequate to permit the daily identification of each Receivable and Excluded Receivable and all Collections of and adjustments to each existing Receivable and Excluded Receivable).

(n)    Collections. Each Originator shall direct all Obligors to make payments of the Receivables (x) directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement, or (y) directly to a Collection Account which at all times is subject to a Collection Account Control Agreement. If, notwithstanding the foregoing, any Obligor makes payment other than directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement or a Collection Account which at all times is subject to a Collection Account Control Agreement, the applicable Originator shall remit such Collections (including any security deposits applied to the Outstanding Balance of any Receivable) on Receivables directly to the relevant Collection Account which at all times is subject to a Collection Account Control Agreement within five (5) Business Days after payment thereof, and further agrees that all such Collections shall be deemed to be received in trust for the Administrative Agent and the Lenders. Each Originator shall use commercially reasonable efforts to ensure that each Obligor remits all payments on the Receivables directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement or directly to a Collection Account which at all times is subject to a Collection Account Control Agreement. Each Originator shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

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(o)    Information. Promptly, but in no event later than five (5) days after delivery or receipt thereof, the Originators will deliver to the Transferee, the Borrower, the Administrative Agent and each Lender a copy of each amendment, waiver, consent, report, document, instrument, record and agreement that has been delivered or received, directly or indirectly, by any Originator or any of its Affiliates in connection with the Credit Agreement (as such term is defined in the Credit Agreement) or any other Indebtedness of any Originator having an outstanding principal amount in excess of the Threshold Amount.

(p)    Insurance. Each Originator will maintain in effect, at such Originator’s expense, such casualty and liability insurance as such Originator deems appropriate in its good faith business judgment.

(q)    Name or Structural Changes. No Originator shall (i) change its name, jurisdiction of organization, identity or legal structure (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or make any other change in its identity or corporate structure that could impair or otherwise render any UCC financing statement filed in connection with this Agreement or any other Transaction Document “seriously misleading” as such term (or similar term) is used in the UCC, in each case, without (x) the Transferee, the Borrower and the Administrative Agent having each received at least 30 days’ (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) prior written notice thereof and (y) delivering to the Administrative Agent all financing statements, instruments and other documents and opinions reasonably requested by the Administrative Agent in connection with such change, (ii) permit itself to merge or consolidate with or into any Person, or undertake any division of its rights, assets, obligations or liabilities pursuant to a plan of division or otherwise pursuant to applicable Law, in each case, without (w) the Transferee, the Borrower, the Administrative Agent and each Lender having each received at least 30 days’ (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion) prior written notice thereof, (x) the Transferee, the Borrower, the Administrative Agent and each Lender having received such other information and documentation as may reasonably be requested by the Transferee, the Borrower or the Administrative Agent for purposes of compliance with applicable Laws, (y) the Transferee, the Borrower and the Administrative Agent having received executed copies of all documents, certificates and opinions (including opinions relating to bankruptcy, insolvency, and UCC matters) as the Transferee, the Borrower, the Administrative Agent or the Required Lenders shall reasonably request and (z) the Transferee, the Borrower and the Administrative Agent being satisfied that all other action to perfect and protect the interests of the Transferee, the Borrower and the Administrative Agent, for the benefit of the Secured Parties, in and to the Receivables and the Related Rights to be contributed by the Originators hereunder, as reasonably requested by the Transferee, the Borrower, the Administrative Agent or the Required Lenders, having been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other requested documents from public officials and all such other actions required pursuant to Section 7.3) or (iii) directly or indirectly sell, transfer,

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assign, convey or lease (x) whether in one or a series of transactions, all or substantially all of its assets (provided that the disposition of the Capital Stock of any Originator at any time after such Originator is released (or concurrently with such release) from its obligations as an “Originator” under this Agreement (so long as such release is undertaken in accordance with the Transaction Documents and with the prior written consent of the Administrative Agent and the Required Lenders) shall not constitute a breach of this clause (x)) or (y) any Receivables, Related Rights or any interest therein (other than pursuant to this Agreement). In addition, no Originator (i) will change or relocate its chief executive office or any office where Records are kept unless it gives the Administrative Agent written notice of such change not later than ten (10) days thereafter and (ii) without the prior written consent of the Administrative Agent, will (or will permit any other Person to) amend, modify, waive, revoke or terminate any provision of the Transferee’s Organizational Documents or the Borrower’s Organizational Documents.

(r)    Change in Payment Instructions to Obligors. Except as may be required by the Administrative Agent pursuant to the Credit Agreement, no Originator will (i) add any bank as a Collection Account Bank or (ii) add any Lock-Box or Collection Account, in each case, unless the Administrative Agent shall have received: (A) at least ten (10) days before the proposed effective date therefor, written notice of such addition, together with an updated version of Exhibit IV to the Credit Agreement and (B) an executed Collection Account Control Agreement (or an executed amendment to an existing Collection Account Control Agreement) with respect to the new Collection Account or Lock-Box, in form and substance acceptable to the Administrative Agent, prior to depositing any Collections therein. No Originator shall terminate or close any Collection Account Bank, any Collection Account or any Lock-Box, in any case, without the prior written consent of the Administrative Agent. In addition, except as may be required by the Administrative Agent pursuant to the Credit Agreement, no Originator will make any change in the instructions to any Obligor as to where payments on the Receivables should be made; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account that is subject to a Collection Account Control Agreement.

(s)    Modifications to Contracts and Credit and Collection Policy. No Originator will make any material change to the Credit and Collection Policy (including changes that could materially increase the Contractual Dilution with respect to Receivables) without the prior written consent of the Administrative Agent. Promptly following any change to the Credit and Collection Policy, such Originator (or the Servicer on its behalf) will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent. Except as provided in the Credit Agreement, no Originator will extend, amend or otherwise modify the payment terms of any Receivable or any Contract related to such Receivable in any material respect other than in accordance with the Credit and Collection Policy.

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(t)    Sales, Liens. Except as otherwise provided herein (including, for the avoidance of doubt, the ownership and Security Interests contemplated by the Transaction Documents), no Originator will sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Rights or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto, and each Originator will defend the right, title and interest of the Transferee, the Borrower and the Administrative Agent in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Transferee, the Borrower or any Originator.

(u)    Use of Proceeds. No Originator will use the proceeds of any Transfer, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any margin stock. No Originator shall use, and each Originator shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Transfer, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto or to the Credit Agreement.

(v)    Collections. No Originator will permit any funds other than Collections on Receivables to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Originators will (or will cause the Servicer, the Transferee or the Borrower to) within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.

(w)    Receivables Not to Be Evidenced by Promissory Notes or Chattel Paper. No Originator shall take any action to cause or permit any Receivable created, acquired or originated by it to become evidenced by any “instrument” or “chattel paper” (as defined in the applicable UCC) without the prior written consent of the Transferee, the Borrower and the Administrative Agent.

(x)    Legend. Each Originator shall identify (or cause the Servicer to identify) its master data and processing records relating to the Receivables and related Contracts with a legend that indicates that the Receivables have been contributed and/or pledged in accordance with this Agreement, the Contribution Agreement and the Credit Agreement.

(y)    Conduct of Business. Each Originator will carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted, and will do all things necessary to remain duly organized, validly existing and in good standing as a domestic organization in its

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jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to maintain such authority could not reasonably be expected to have a Material Adverse Effect.

ARTICLE VII
ADDITIONAL RIGHTS AND OBLIGATIONS
IN RESPECT OF RECEIVABLES

SECTION 7.1    Rights of the Transferee. Each Originator hereby authorizes the Transferee and the Servicer or their respective designees or assignees under the Contribution Agreement or the Credit Agreement (including, without limitation, the Borrower and the Administrative Agent) to take any and all steps in such Originator’s name reasonably necessary or desirable, in their respective determination, to collect all amounts due under any and all Transferred Receivables contributed or otherwise conveyed or purported to be conveyed by it hereunder, including, without limitation, endorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Transferred Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment; provided, however, the Administrative Agent or any other assignee under this Agreement shall not take any of the foregoing actions unless a Termination Event or an Amortization Event has occurred and is continuing.

SECTION 7.2    Responsibilities of the Originators. Anything herein to the contrary notwithstanding:

(a)    Each Originator shall perform its obligations hereunder, and the exercise by the Transferee or its designee of its rights hereunder shall not relieve such Originator from such obligations.

(b)    None of the Transferee, the Borrower, the Servicer, the Lenders, or the Administrative Agent shall have any obligation or liability to any Obligor or any other third Person with respect to any Receivables, Contracts related thereto or any other related agreements, nor shall the Transferee, the Borrower, the Servicer, the Lenders, or the Administrative Agent be obligated to perform any of the obligations of any Originator thereunder.

(c)    Each Originator hereby grants to the Administrative Agent (as assignee of the Borrower, as assignee of the Transferee) an irrevocable power of attorney, with full power of substitution, coupled with an interest, during the occurrence and continuation of an Amortization Event to take in the name of such Originator all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Originator or transmitted or received by the Transferee or the Borrower (whether or not from such Originator) in connection with any Receivable or Related Right contributed or otherwise conveyed or purported to be conveyed by it hereunder.

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SECTION 7.3    Further Action Evidencing Transfers. On or prior to the Closing Date, each Originator shall mark its master data processing records evidencing the Receivables with a legend, acceptable to the Transferee, the Borrower and the Administrative Agent, evidencing that the Receivables have been transferred in accordance with this Agreement and the Contribution Agreement and none of the Originators or the Servicer shall change or remove such notation without the consent of the Transferee, the Borrower, the Administrative Agent and the Required Lenders, such consent not to be unreasonably withheld or delayed. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Transferee, the Borrower, the Servicer, the Administrative Agent or the Required Lenders may reasonably request in order to perfect, protect or more fully evidence the Transferred Receivables contributed to the Transferee hereunder, or to enable the Transferee to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Transferee, the Borrower, the Administrative Agent or the Required Lenders, such Originator will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate.

Each Originator hereby authorizes the Transferee or its designee or assignee (including, without limitation, the Borrower (as assignee of the Transferee) or the Administrative Agent (as assignee of the Borrower)) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of such Originator, relative to all or any of the Transferred Receivables sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder, whether now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, the Transferee or its designee or assignee (including, without limitation, the Borrower (as assignee of the Transferee) or the Administrative Agent (as assignee of the Borrower)) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Transferee or its designee or assignee (including, without limitation, the Borrower (as assignee of the Transferee) and the Administrative Agent (as assignee of the Borrower)) incurred in connection therewith shall be payable by such Originator.

SECTION 7.4    Application of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to any Originator shall, except as otherwise specified by such Obligor or required by applicable law and unless otherwise instructed by the Servicer (with the prior written consent of the Administrative Agent), the Administrative Agent or the Required Lenders, be applied as a Collection of any Receivable or Receivables of such Obligor to the extent of any amounts then due and payable thereunder (applied in order from the oldest outstanding Receivable to the newest outstanding Receivable) before being applied to any other indebtedness of such Obligor.

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ARTICLE VIII
TERMINATION EVENTS

SECTION 8.1    Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Termination Event” (each event which with notice or the passage of time or both would become a Termination Event being referred to herein as an “Unmatured Termination Event”):

(a)    the Facility Termination Date shall have occurred;

(b)    any Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall continue unremedied for ten (10) Business Days;

(c)    any representation or warranty made or deemed to be made by any Originator or any of its officers (other than a Removed Originator) under or in connection with this Agreement, any other Transaction Document to which it is a party or any information or report delivered by an Originator pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (without duplication of any materiality qualifier already contained therein) when made or deemed made or delivered; provided, that if any representation or warranty made or deemed made by any Originator under Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 with respect to any Transferred Receivable shall prove to have been incorrect or untrue in any material respect (without duplication of any materiality qualifier already contained therein) when made or deemed made, such failure shall be deemed to be automatically cured hereunder upon the credit or payment of the amounts required under, and in accordance with, Section 3.3 with respect thereto; or

(d)    (i) any Originator shall fail to perform or observe any term, covenant or agreement under Sections 6.1(g), 6.1(k), 6.1(q), 6.1(r), 6.1(s), 6.1(t), 6.1(u) or 6.1(v) or (ii) any Originator (other than a Removed Originator) shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document to which it is a party to be performed or observed by such Originator (other than any such failure which would constitute a Termination Event under clause (a), (b) or (d)(i) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue for thirty (30) consecutive days.

SECTION 8.2    Remedies.

(a)    Optional Termination. Upon the occurrence and during the continuation of a Termination Event, the Transferee or the Borrower, in either case, with the prior written consent of the Administrative Agent and the Required Lenders, shall have the option, by notice to the Originators (with a copy to the Administrative Agent ), to declare the Transfer Facility as terminated.

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(b)    Remedies Cumulative. Upon any termination of the Transfer Facility pursuant to Section 8.2(a), the Transferee (and the Borrower as the Transferee’s assignee, and the Administrative Agent as the Borrower’s assignee) shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable laws, which rights and remedies shall be cumulative.

ARTICLE IX
INDEMNIFICATION

SECTION 9.1    Indemnities by the Originators. Without limiting any other rights which the Transferee may have hereunder or under applicable Law, each Originator jointly and severally hereby agrees to indemnify and hold harmless, on an after-tax basis, the Transferee (and its assigns, including the Borrower, and the Borrower’s assigns, including the Administrative Agent and the Lenders) and each of its officers, directors, employees and agents (each of the foregoing Persons being individually called a “Transfer Indemnified Party”), on demand, from and against any and all damages, losses, claims, judgments, liabilities, penalties and reasonable costs and expenses (including reasonable fees and disbursements of external counsel) (all of the foregoing being collectively called “Transfer Indemnified Amounts”) awarded against or incurred by any of them arising directly and principally out of or as a result of the failure of such Originator to perform its obligations under this Agreement or any other Transaction Document, or arising out of the claims asserted against a Transfer Indemnified Party relating to the transactions contemplated herein or therein or the use of proceeds thereof or therefrom, excluding, only Transfer Indemnified Amounts to the extent, (i) a final non-appealable judgment of a court of competent jurisdiction holds that such Transfer Indemnified Amounts resulted from the gross negligence or willful misconduct of the Transfer Indemnified Party seeking indemnification, or (ii) the same includes losses in respect of a Receivable that is uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor after the date of the initial Transfer of such Receivable to the Transferee hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (i) and (ii) of the previous sentence, each Originator jointly and severally shall indemnify each Transfer Indemnified Party for Transfer Indemnified Amounts relating to or resulting from:

(a)    any representation, warranty or statement made or deemed made by such Originator (or any officer of such Originator) under or in connection with this Agreement, any of the other Transaction Documents or any other written information or report delivered by or on behalf of such Originator pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered;

(b)    the failure by such Originator to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document or with any applicable Law with respect to any Receivable or the related Contract; or the failure of any Receivable or the related Contract to conform to any such applicable Law;

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(c)    the failure of any Receivable contributed by such Originator included in the calculation of Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at such time;

(d)    the transfer by such Originator of any interest in any Receivable or Related Right other than the transfer of any Receivable and Related Right to the Transferee pursuant to this Agreement and the grant of a security interest to the Transferee pursuant to this Agreement;

(e)    the lack of an enforceable ownership interest of the Transferee, or a first priority perfected lien in favor of the Transferee, in the Receivables (and all Related Rights) originated by such Originator against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear of any Adverse Claim;

(f)    the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable or the Related Rights;

(g)    any suit or claim related to the Receivables originated by such Originator (including any products liability or environmental liability claim arising out of or in connection with the property, products or services that are the subject of any Receivable originated by such Originator);

(h)    any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Receivable, or the sale of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

(i)    the misdirection of Collections or the commingling of Collections of Receivables at any time with other funds;

(j)    the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;

(k)    any failure of such Originator to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Receivables, or of such Originator to timely and fully comply with the Credit and Collection Policy in regard to each Receivable;

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(l)    any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or in respect of any Receivable or any Related Rights;

(m)    any claim brought by any Person arising from any activity by such Originator or any Affiliate of such Originator in servicing, administering or collecting any Receivable; or

(n)    the failure by such Originator to pay when due any taxes, including, without limitation, sales, excise or personal property taxes.

If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Transfer Indemnified Party or is insufficient to hold such Transfer Indemnified Party harmless, then each Originator jointly and severally with each other Originator, shall contribute to the amount paid or payable by such Transfer Indemnified Party to the maximum extent permitted under applicable law.

ARTICLE X
MISCELLANEOUS

SECTION 10.1    Amendments, etc.

(a)    The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and executed by the Transferee and the Originators, with the prior written consent of the Borrower, the Administrative Agent and the Required Lenders.

(b)    No failure or delay on the part of the Transferee, the Servicer, any Originator or any third party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Transferee, the Servicer or any Originator in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Transferee or the Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

(c)    The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings.

SECTION 10.2    Notices, etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be delivered or sent by facsimile, email, or by overnight mail, to the

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intended party at the mailing or email address or facsimile number of such party set forth under its name on the signature pages hereof or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto or in the case of the Bororwer, the Administrative Agent or a Lender at its address for notices pursuant to the Credit Agreement. All such notices and communications shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by facsimile or email, when sent, receipt confirmed by telephone or electronic means.

SECTION 10.3    No Waiver; Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, each Originator hereby authorizes the Transferee, the Borrower, the Administrative Agent and each Lender (collectively, the “Set-Off Parties”), at any time and from time to time, to the fullest extent permitted by law, to set off, against any obligations of such Originator to such Set-Off Party arising in connection with the Transaction Documents (including, without limitation, amounts payable pursuant to Section 9.1) that are then due and payable or that are not then due and payable but have accrued, any and all deposits (general or special, time or demand, provisional or final) at any time held by, and any and all indebtedness at any time owing by any Set-Off Party to or for the credit or the account of such Originator.

SECTION 10.4    Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Transferee and each Originator and their respective successors and permitted assigns. No Originator may assign any of its rights hereunder or any interest herein without the prior written consent of the Transferee, the Borrower, the Administrative Agent and the Required Lenders except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree. The rights and remedies with respect to any breach of any representation and warranty made by any Originator pursuant to Article V and the indemnification and payment provisions of Article IX and Section 10.6 shall be continuing and shall survive any termination of this Agreement.

SECTION 10.5    Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

SECTION 10.6    Costs, Expenses and Taxes. In addition to the obligations of the Originators under Article IX, each Originator, jointly and severally, agrees to pay reasonably promptly following demand:

(a)    to the Transferee (and any successor and permitted assigns thereof) and any third-party beneficiary of the Transferee’s rights hereunder (including the Borrower and the Administrative Agent) all reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable

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fees, charges and disbursements of counsel for the Transferee (and any successor and permitted assigns thereof) and any third-party beneficiary of the Transferee’s rights hereunder with respect thereto (including the Borrower and the Administrative Agent), including with respect to advising any such Person as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) reasonable accountants’, auditors’ and consultants’ fees and expenses for the Transferee (and any successor and permitted assigns thereof) and any third-party beneficiary of the Transferee’s rights hereunder (including the Borrower and the Administrative Agent) incurred in connection with the administration and maintenance of this Agreement or advising any such Person as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document;

(b)    to the Transferee (and any successor and permitted assigns thereof) and any third-party beneficiary of the Transferee’s rights hereunder (including the Borrower and the Administrative Agent) all reasonable out-of-pocket costs and expenses incurred by such Person in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents; and

(c)    all Other Taxes payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents to be delivered hereunder, and agrees to indemnify each Transfer Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omitting to pay such Taxes.

SECTION 10.7    SUBMISSION TO JURISDICTION. (a) EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO BRING PROCEEDINGS AGAINST ANY AZZ PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY AZZ PARTY AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH AZZ PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

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(b)    EACH PARTY HERETO CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED HEREIN. NOTHING IN THIS SECTION 10.7 SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 10.8    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY AZZ PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

SECTION 10.9    Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Article, Section, Schedule or Exhibit are to such Article, Section, Schedule or Exhibit of this Agreement, as the case may be. The Schedules and Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement.

SECTION 10.10    Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

SECTION 10.11    Acknowledgment and Agreement. By execution below, each Originator expressly acknowledges and agrees that all of the Transferee’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned by the Transferee to the Borrower pursuant to the Contribution Agreement and by the Borrower to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Credit Agreement, and such Originator consents to such assignments. Each of the parties hereto acknowledges and agrees that the Borrower, the Administrative Agent and the other Secured Parties are third party beneficiaries of the rights of the Transferee arising hereunder and under the other Transaction Documents to which such Originator is a party, and notwithstanding

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anything to the contrary contained herein or in any other Transaction Document, during the occurrence and continuation of an Amortization Event under the Credit Agreement, the Administrative Agent, and not the Transferee or the Borrower, shall have the sole right to exercise all such rights and related remedies.

SECTION 10.12    No Proceeding. Each Originator hereby covenants and agrees that, prior to the date that is one (1) year and one (1) day after the date after the Final Payout Date, it will not institute against, or join any other Person in instituting against, Transferee or Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the Laws of the United States or any state of the United States. Each Originator further agrees that notwithstanding any provisions contained in this Agreement to the contrary, the Transferee shall not, and shall not be obligated to, pay any amount in respect of any obligation to such Originator pursuant to this Agreement unless the Transferee has received funds from the Borrower which may, subject to the Credit Agreement and the other Transaction Documents, be used to make such payment. Any amount which the Transferee does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Federal Bankruptcy Code) against or obligation of the Transferee (or the Borrower) by such Originator for any such insufficiency unless and until the provisions of the foregoing sentence are satisfied. The agreements in this Section 10.12 shall survive any termination of this Agreement.

SECTION 10.13    Limited Recourse. Except as explicitly set forth herein, the obligations of the Transferee under this Agreement or any other Transaction Documents to which it is a party are solely the obligations of the Transferee. No recourse under any Transaction Document shall be had against, and no liability shall attach to, any officer, employee, director, or beneficiary, whether directly or indirectly, of the Transferee. The agreements in this Section 10.13 shall survive any termination of this Agreement.

SECTION 10.14    Severability. If any provision of this Agreement is held to be in conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for any reason whatsoever, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

[SIGNATURE PAGES FOLLOW]

- 33 -

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

AZZ SPE LLC, as the Transferee

By: /s/ Tara D. Mackey    

Name: Tara D. Mackey

Title: Secretary

Address: c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX  76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

Arbor-Crowley, LLC, as the Servicer

By: /s/ Tara D. Mackey    

Name: Tara D. Mackey

Title: Secretary

Address: c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX  76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

Receivables Transfer Agreement

AAA Galvanizing – Chelsea, LLC

AAA Galvanizing – Hamilton, LLC

AAA Galvanizing – Joliet, Inc.

AAA Galvanizing – Peoria, Inc.

AAA Galvanizing – Winsted, Inc.

AAA Galvanizing – Dixon, Inc.

Arizona Galvanizing, Inc.

ArkGalv, LLC

Automatic Processing Incorporated

Aztec Manufacturing - Waskom LLC

Aztec Manufacturing LLC

AZZ Galvanizing – Bristol LLC

AZZ Galvanizing – Chattanooga LLC

AZZ Galvanizing – Kennedale, LLC

AZZ Galvanizing – Louisiana LLC

AZZ Galvanizing - Nashville LLC

AZZ Galvanizing - Nebraska, LLC

AZZ Galvanizing – Reno, LLC

AZZ Galvanizing – Rockford LLC

AZZ Galvanizing – San Antonio, LLC

AZZ Galvanizing – South Carolina LLC

AZZ Galvanizing and Plating – Milwaukee LLC, each, as an Originator

By: /s/ Tara D. Mackey    

Name: Tara D. Mackey

Title: Secretary

Address: c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX  76107

Attention: Steven Phillips

Email: StevenPhillips@AZZ.com

Receivables Transfer Agreement

AZZ Surface Technologies – Crowley LLC

AZZ Surface Technologies – Gainesville LLC

AZZ Surface Technologies – Rowlett LLC

AZZ Surface Technologies – Tampa LLC

AZZ Surface Technologies – Terrell LLC

Gulf Coast Galvanizing, LLC

International Galvanizers LLC

Midwest Metal Coatings, LLC

NAGalv-Ohio, Inc.

North American Galvanizing Company, LLC

Precoat Metal Coatings LLC

Precoat Metals Corp.

Precoat Metals Washington LLC

Precoat Mezzanine LLC

ROGERS GALVANIZING COMPANY-KANSAS CITY

Witt Galvanizing – Cincinnati, LLC

Witt Galvanizing – Muncie, LLC

Witt Galvanizing – Plymouth, LLC

Zalk Steel & Supply Co., each, as an Originator

By: /s/ Tara D. Mackey    

Name: Tara D. Mackey

Title: Secretary

Address: c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX  76107

Attention: Steven Phillips

Email: StevenPhillips@AZZ.com

Receivables Transfer Agreement

Schedule I

JURISDICTION OF ORGANIZATION OF THE ORIGINATORS

	Originator	State of Organization
1	AAA Galvanizing – Chelsea, LLC	DE
2	AAA Galvanizing – Hamilton, LLC	DE
3	AAA Galvanizing – Joliet, Inc.	DE
4	AAA Galvanizing – Peoria, Inc.	DE
5	AAA Galvanizing – Winsted, Inc.	DE
6	AAA Galvanizing – Dixon, Inc.	DE
7	Arizona Galvanizing, Inc.	AZ
8	ArkGalv, LLC	AR
9	Automatic Processing Incorporated	MS
10	Aztec Manufacturing - Waskom LLC	TX
11	Aztec Manufacturing LLC	TX
12	AZZ Galvanizing – Bristol LLC	DE
13	AZZ Galvanizing – Chattanooga LLC	TN
14	AZZ Galvanizing – Kennedale, LLC	DE
15	AZZ Galvanizing – Louisiana LLC	DE
16	AZZ Galvanizing - Nashville LLC	DE

Schedule I-1

17	AZZ Galvanizing - Nebraska, LLC	DE
18	AZZ Galvanizing – Reno, LLC	DE
19	AZZ Galvanizing – Rockford LLC	DE
20	AZZ Galvanizing – San Antonio, LLC	DE
21	AZZ Galvanizing – South Carolina LLC	DE
22	AZZ Galvanizing and Plating – Milwaukee LLC	DE
23	AZZ Surface Technologies – Crowley LLC	DE
24	AZZ Surface Technologies – Gainesville LLC	DE
25	AZZ Surface Technologies – Rowlett LLC	DE
26	AZZ Surface Technologies – Tampa LLC	FL
27	AZZ Surface Technologies – Terrell LLC	DE
28	Gulf Coast Galvanizing, LLC	AL
29	International Galvanizers LLC	TX
30	Midwest Metal Coatings, LLC	DE
31	NAGalv-Ohio, Inc.	DE
32	North American Galvanizing Company, LLC	DE
33	Precoat Metal Coatings LLC	DE
34	Precoat Metals Corp.	IN

Schedule I-2

35	Precoat Metals Washington LLC	DE
36	Precoat Mezzanine LLC	DE
37	ROGERS GALVANIZING COMPANY-KANSAS CITY	OK
38	Witt Galvanizing – Cincinnati, LLC	DE
39	Witt Galvanizing – Muncie, LLC	DE
40	Witt Galvanizing – Plymouth, LLC	DE
41	Zalk Steel & Supply Co.	DE

Schedule I-3

Schedule II

LOCATION OF BOOKS AND RECORDS OF THE ORIGINATORS

	Originator	Location of Books and Records
1	AAA Galvanizing – Chelsea, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
2	AAA Galvanizing – Hamilton, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
3	AAA Galvanizing – Joliet, Inc.	3100 W. 7th Street, #500, Fort Worth TX 76107
4	AAA Galvanizing – Peoria, Inc.	3100 W. 7th Street, #500, Fort Worth TX 76107
5	AAA Galvanizing – Winsted, Inc.	3100 W. 7th Street, #500, Fort Worth TX 76107
6	AAA Galvanizing – Dixon, Inc.	3100 W. 7th Street, #500, Fort Worth TX 76107
7	Arizona Galvanizing, Inc.	3100 W. 7th Street, #500, Fort Worth TX 76107
8	ArkGalv, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
9	Automatic Processing Incorporated	3100 W. 7th Street, #500, Fort Worth TX 76107
10	Aztec Manufacturing - Waskom LLC	3100 W. 7th Street, #500, Fort Worth TX 76107

Schedule II-1

11	Aztec Manufacturing LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
12	AZZ Galvanizing – Bristol LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
13	AZZ Galvanizing – Chattanooga LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
14	AZZ Galvanizing – Kennedale, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
15	AZZ Galvanizing – Louisiana LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
16	AZZ Galvanizing - Nashville LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
17	AZZ Galvanizing - Nebraska, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
18	AZZ Galvanizing – Reno, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
19	AZZ Galvanizing – Rockford LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
20	AZZ Galvanizing – San Antonio, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
21	AZZ Galvanizing – South Carolina LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
22	AZZ Galvanizing and Plating – Milwaukee LLC	3100 W. 7th Street, #500, Fort Worth TX 76107

Schedule II-2

23	AZZ Surface Technologies – Crowley LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
24	AZZ Surface Technologies – Gainesville LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
25	AZZ Surface Technologies – Rowlett LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
26	AZZ Surface Technologies – Tampa LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
27	AZZ Surface Technologies – Terrell LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
28	Gulf Coast Galvanizing, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
29	International Galvanizers LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
30	Midwest Metal Coatings, LLC	635 Maryville Centre Dr., #300, St. Louis, MO 63116
31	NAGalv-Ohio, Inc.	3100 W. 7th Street, #500, Fort Worth TX 76107
32	North American Galvanizing Company, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
33	Precoat Metal Coatings LLC	635 Maryville Centre Dr., #300, St. Louis, MO 63116
34	Precoat Metals Corp.	635 Maryville Centre Dr., #300, St. Louis, MO 63116

Schedule II-3

35	Precoat Metals Washington LLC	635 Maryville Centre Dr., #300, St. Louis, MO 63116
36	Precoat Mezzanine LLC	635 Maryville Centre Dr., #300, St. Louis, MO 63116
37	ROGERS GALVANIZING COMPANY-KANSAS CITY	3100 W. 7th Street, #500, Fort Worth TX 76107
38	Witt Galvanizing – Cincinnati, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
39	Witt Galvanizing – Muncie, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
40	Witt Galvanizing – Plymouth, LLC	3100 W. 7th Street, #500, Fort Worth TX 76107
41	Zalk Steel & Supply Co.	3100 W. 7th Street, #500, Fort Worth TX 76107

Schedule II-4

Schedule III

TRADE NAMES AND PAST NAMES

	Legal Name	Trade Names and Past Names
1	AAA Galvanizing – Chelsea, LLC	DBA: AZZ Galvanizing - Chelsea
2	AAA Galvanizing – Hamilton, LLC	DBA: AZZ Galvanizing - Hamilton
3	AAA Galvanizing – Joliet, Inc.	DBA: AZZ Galvanizing - Joliet
4	AAA Galvanizing – Peoria, Inc.	DBA: AZZ Galvanizing - Peoria
5	AAA Galvanizing – Winsted, Inc.	DBA: AZZ Galvanizing- Winsted
6	AAA Galvanizing – Dixon, Inc.	DBA: AZZ Galvanizing - Dixon
7	Arizona Galvanizing, Inc.	DBA: AZZ Galvanizing - Arizona
8	ArkGalv, LLC	DBA:AZZ Galvanizing - Arkansas
9	Automatic Processing Incorporated	DBA: AZZ Galvanizing - Moss Point
10	Aztec Manufacturing - Waskom LLC	DBA: AZZ Galvanizing - Waskom
11	Aztec Manufacturing LLC	DBAs: AZZ Galvanizing - Crowley AZZ Galvanizing - Houston
12	AZZ Galvanizing – Bristol LLC	N/A
13	AZZ Galvanizing – Chattanooga LLC	N/A
14	AZZ Galvanizing – Kennedale, LLC	N/A
15	AZZ Galvanizing – Louisiana LLC	N/A

Schedule III-1

16	AZZ Galvanizing - Nashville LLC	N/A
17	AZZ Galvanizing - Nebraska, LLC	N/A
18	AZZ Galvanizing – Reno, LLC	N/A
19	AZZ Galvanizing – Rockford LLC	N/A
20	AZZ Galvanizing – San Antonio, LLC	N/A
21	AZZ Galvanizing – South Carolina LLC	N/A
22	AZZ Galvanizing and Plating – Milwaukee LLC	N/A
23	AZZ Surface Technologies – Crowley LLC	N/A
24	AZZ Surface Technologies – Gainesville LLC	N/A
25	AZZ Surface Technologies – Rowlett LLC	N/A
26	AZZ Surface Technologies – Tampa LLC	N/A
27	AZZ Surface Technologies – Terrell LLC	N/A
28	Gulf Coast Galvanizing, LLC	DBA: AZZ Galvanizing - Mobile
29	International Galvanizers LLC	DBA: AZZ Galvanizing - Beaumont
30	Midwest Metal Coatings, LLC	N/A
31	NAGalv-Ohio, Inc.	DBA: AZZ Galvanizing - Canton
32	North American Galvanizing Company, LLC	DBAs AZZ Galvanizing - Denver AZZ Galvanizing - Houston West AZZ Galvanizing - Hurst AZZ Galvanizing - Louisville AZZ Galvanizing - St. Louis AZZ Galvanizing - Tulsa

Schedule III-2

33	Precoat Metal Coatings LLC	F/k/a Sequa Coatings LLC (name changed 6/13/2022)
34	Precoat Metals Corp.	N/A
35	Precoat Metals Washington LLC	N/A
36	Precoat Mezzanine LLC	F/k/a Sequa Mezzanine Holdings L.L.C. (name changed 6/13/22
37	ROGERS GALVANIZING COMPANY-KANSAS CITY	DBA: AZZ Galvanizing - Kansas City
38	Witt Galvanizing – Cincinnati, LLC	DBA: AZZ Galvanizing - Cincinnati
39	Witt Galvanizing – Muncie, LLC	DBA: AZZ Galvanizing - Muncie
40	Witt Galvanizing – Plymouth, LLC	DBA: AZZ Galvanizing - Plymouth
41	Zalk Steel & Supply Co.	DBA: AZZ Galvanizing - Minneapolis

Schedule III-3

Exhibit A

FORM OF TRANSFER REPORT

Originator:    [__________]

Transferee:    AZZ SPE LLC

Transfer Report Date:    _______________________

1.    Outstanding Balance of Receivables Transferred/Accepted:    $__________

2.    Reductions in the Transfer Price: $__________

3.    Net Transfer Price (Line 1 minus Line 2): $__________

Exhibit A-1

Exhibit B

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT, dated as of [___________], 20[__] (this “Agreement”) is executed by [__________], a [______________] organized under the laws of the State of [__________] (the “Additional Originator”), with its principal place of business located at [__________].

BACKGROUND:

A.    AZZ SPE LLC, a Delaware limited liability company (the “Transferee”), Arbor-Crowley, LLC, a Delaware limited liability company, as Master Servicer, and the various entities from time to time party thereto, as Originators (collectively, the “Originators”), have entered into that certain Receivables Transfer Agreement, dated as of July 10, 2025 (as amended, restated, supplemented or otherwise modified through the date hereof, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Receivables Transfer Agreement”).

B.    The Additional Originator desires to become an Originator pursuant to Section 4.3 of the Receivables Transfer Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Additional Originator hereby agrees as follows:

SECTION 1.    Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Transfer Agreement or in the Credit Agreement (as defined in the Receivables Transfer Agreement).

SECTION 2.    Transaction Documents. The Additional Originator hereby agrees that it shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party to (as if it were an original signatory to), the Receivables Transfer Agreement and each of the other relevant Transaction Documents. From and after the later of the date hereof and the date that the Additional Originator has complied with all of the requirements of Section 4.3 of the Receivables Transfer Agreement, the Additional Originator shall be an Originator for all purposes of the Receivables Transfer Agreement and all other Transaction Documents. The Additional Originator hereby acknowledges that it has received copies of the Receivables Transfer Agreement and the other Transaction Documents.

SECTION 3.    Representations and Warranties. The Additional Originator hereby makes all of the representations and warranties set forth in Article V (to the extent applicable) of the Receivables Transfer Agreement as of the date hereof (unless such representations or warranties relate to an earlier date, in which case as of such earlier date), as if such representations and warranties were fully set forth herein. The Additional Originator hereby represents and warrants that its “location” (as defined in the applicable UCC) is [____________________], and the offices where the Additional Originator keeps all of its books and records concerning the Transferred Receivables is as follows:

Exhibit B-1

[__________________________]
[__________________________]
[__________________________]

SECTION 4.    Miscellaneous. This Agreement, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). This Agreement is executed by the Additional Originator for the benefit of the Transferee, and its assigns (including the Borrower as the assignee of the Transferee, and the Administrative Agent as the assignee of the Borrower), and each of the foregoing parties may rely hereon. This Agreement shall be binding upon, and shall inure to the benefit of, the Additional Originator and its successors and permitted assigns.

[Signature Pages Follow]

Exhibit B-2

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly authorized officer as of the date and year first above written.

[Name of Additional Originator]

By:

Name:

Title:

Consented to:

AZZ SPE LLC, as Transferee

By:

Name:
Title:

AZZ SPE-1 LLC, as Borrower

By:

Name:
Title:

Wells Fargo Bank, National Association,
as Administrative Agent

By:

Name:
Title:

[Lender], as a Lender

By:

Name:
Title:

Arbor-Crowley, LLC, as Servicer

By:

Name:
Title:

Exhibit B-3

Schedule I

EX-10.2

Exhibit 10.2

Execution Version

RECEIVABLESCONTRIBUTION AGREEMENT

dated as of July 10, 2025

by and among

AZZ SPE LLC,
as Contributor,

ARBOR-CROWLEY, LLC,
as Master Servicer,

and

AZZ SPE-1 LLC,
as Company

Receivables Contribution Agreement - AZZ (2025)

Table of Contents

Page

SECTION 1.1Agreement To Contribute    2

SECTION 1.2Timing of Contributions    3

SECTION 1.3Consideration for Contributions    3

SECTION 1.4Termination Date    4

SECTION 1.5Intention of the Parties    4

ARTICLE II CONTRIBUTION REPORT; THE CONTRIBUTION PRICE    4

SECTION 2.1Contribution Report    4

SECTION 2.2Calculation of Contribution Price    5

ARTICLE III ACCEPTANCE OF CAPITAL CONTRIBUTIONS AND RECORDATION OF CONTRIBUTION PRICE    5

SECTION 3.1Acceptance of Capital Contributions and Recording of Contribution Price    5

SECTION 3.2Settlement as to Specific Receivables and Dilution    5

SECTION 3.3Reconveyance of Receivables    6

ARTICLE IV CONDITIONS OF TRANSFERS    7

SECTION 4.1Conditions Precedent to Initial Contribution    7

SECTION 4.2Certification as to Representations and Warranties    8

SECTION 4.3Additional Originators and Removed Originators    8

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR    9

SECTION 5.1Existence and Power    9

SECTION 5.2Authority; No Conflict or Violation    9

SECTION 5.3Legal Agreements    9

SECTION 5.4Compliance with Laws    10

SECTION 5.5Margin Regulations    10

SECTION 5.6Not an Investment Company; Volcker Rule    10

SECTION 5.7Solvency    10

SECTION 5.8Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions    10

SECTION 5.9Names and Location    11

SECTION 5.10Good Title; Perfection    11

SECTION 5.11Perfection Representations    12

SECTION 5.12Compliance with Credit and Collection Policy    13

SECTION 5.13Enforceability of Contracts    13

SECTION 5.14Bulk Sales Act    13

SECTION 5.15Accuracy of Information    13

SECTION 5.16No Material Adverse Effect    13

SECTION 5.17No Fraudulent Conveyance    13

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Table of Contents

Page

SECTION 5.18Eligible Receivables    14

SECTION 5.19Financial Information    14

SECTION 5.20Taxes    14

SECTION 5.21Opinions    14

SECTION 5.22Other Transaction Documents    14

SECTION 5.23Litigation and Other Proceedings    14

SECTION 5.24Ordinary Course of Business    15

SECTION 5.25Ownership of Contributor    15

SECTION 5.26Tax Status    15

SECTION 5.27Reaffirmation of Representations and Warranties by the Contributor    15

ARTICLE VI COVENANTS OF THE CONTRIBUTOR    15

SECTION 6.1Covenants of the Contributor    15

ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES    23

SECTION 7.1Rights of the Company    23

SECTION 7.2Responsibilities of the Contributor    24

SECTION 7.3Further Action Evidencing Contributions    24

SECTION 7.4Application of Collections    25

ARTICLE VIII TERMINATION EVENTS    25

SECTION 8.1Termination Events    25

SECTION 8.2Remedies    26

ARTICLE IX INDEMNIFICATION    26

SECTION 9.1Indemnities by the Contributor    26

ARTICLE X MISCELLANEOUS    28

SECTION 10.1Amendments, etc    28

SECTION 10.2Notices, etc    29

SECTION 10.3No Waiver; Cumulative Remedies    29

SECTION 10.4Binding Effect; Assignability    29

SECTION 10.5Governing Law    29

SECTION 10.6Costs, Expenses and Taxes    30

SECTION 10.7SUBMISSION TO JURISDICTION    30

SECTION 10.8WAIVER OF JURY TRIAL    31

SECTION 10.9Captions and Cross References; Incorporation by Reference    31

SECTION 10.10Execution in Counterparts    31

SECTION 10.11Acknowledgment and Agreement    32

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Table of Contents

Page

SECTION 10.12No Proceeding    32

SECTION 10.13Limited Recourse    32

SECTION 10.14Severability    32

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EXHIBITS

Exhibit A    Form of Contribution Report

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This Receivables Contribution agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of July 10, 2025, is entered into by and among AZZ SPE LLC, a Delaware limited liability company (the “Contributor”), Arbor-Crowley, LLC (“AC”), as the initial Servicer (as defined below), and AZZ SPE-1 LLC, a Delaware limited liability company (the “Company”).

BACKGROUND:

The Company is a special purpose limited liability company, all of the issued and outstanding Capital Stock of which is owned directly by the Contributor;

The Contributor receives capital contributions of Receivables from the Originators pursuant to the Transfer Agreement;

The Contributor wishes to contribute such Receivables to the Company, and the Company is willing to accept such Receivables as capital contributions from the Contributor, on the terms and subject to the conditions set forth herein;

The Contributor and the Company intend this transaction to be an absolute contribution and conveyance of such Receivables and the Related Rights by the Contributor to the Company, providing the Company with the full benefits of ownership of such Receivables, and the Contributor and the Company do not intend the transactions hereunder to be characterized as a loan from the Company to the Contributor; and

The Company intends to grant a security interest in, inter alia, (i) this Agreement, (ii) the Transfer Agreement, and (iii) the Receivables and the Related Rights to the Administrative Agent (for the ratable benefit of the Secured Parties) pursuant to the Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

DEFINITIONS

Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Agreement are defined in Exhibit I of the Credit and Security Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, as Borrower, AC, as the Master Servicer (in such capacity, the “Servicer”), the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent. The usage of terms and provisions set forth in Exhibit I of the Credit Agreement shall apply hereto as though set forth herein in their entirety.

ARTICLE I
AGREEMENT TO CONTRIBUTE

SECTION 1.1    Agreement To Contribute. On the terms and subject to the conditions set forth in this Agreement, the Contributor agrees to contribute to the capital of the Company, and the Company agrees to accept as a contribution to its capital from the Contributor (each such contribution, a “Contribution”), from time to time on or after the Closing Date but before the Termination Date (as defined in Section 1.4), all of the Contributor’s right, title and interest in and to:

(a)    each Receivable that was acquired by the Contributor by capital contribution from an Originator under the Transfer Agreement and that existed and was owing to such Originator at the closing of such Originator’s business on the Cut-Off Date, as defined below;

(b)    each Receivable acquired by the Contributor by capital contribution from an Originator under the Transfer Agreement and that was generated by such Originator after the Cut-Off Date to, but excluding, the Termination Date;

(c)    the goods, the sale of which gave rise to such Receivable, and any and all insurance contracts with respect thereto;

(d)    all other Security Interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable;

(e)    all guaranties, letters of credit, insurance and other supporting obligations, agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise;

(f)    all service contracts and other contracts and agreements associated with such Receivable;

(g)    all Records related to such Receivable;

(h)    each Lock-Box and each Collection Account;

(i)    all of the Contributor’s rights, interests and claims under the Transfer Agreement (including, without limitation, the benefit of all representations, warranties, indemnities and other covenants made under the Transfer Agreement by any party thereto); and

(j)    all proceeds of any of the foregoing.

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All contributions hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of (i) the Contributor set forth in this Agreement, (ii) each Originator set forth in the Transfer Agreement and (iii) the parties under each other Transaction Document. No obligation or liability to any Obligor on any Receivable or in any Related Rights is intended to be assumed by the Company hereunder, and any such assumption is expressly disclaimed. The property and the proceeds and rights described in clauses (c) through (j) are referred to herein, collectively, as the “Related Rights”, and the Company’s foregoing commitment to accept contributions of Receivables and Related Rights is herein called the “Contribution Facility”. Each Receivable and the Related Rights subject to a Contribution under Section 1.1 is herein called a “Contributed Receivable”. For the avoidance of doubt, no Excluded Receivable shall constitute a “Receivable” hereunder until such date as (i) the Company has requested that such Excluded Receivables be included as Receivables under the Transaction Documents in accordance with the terms of the Credit Agreement and (ii) the Administrative Agent has consented to the inclusion of such Excluded Receivables as Receivables under the Transaction Documents in accordance with the terms of the Credit Agreement.

As used herein, “Cut-Off Date” means June 30, 2025.

SECTION 1.2    Timing of Contributions.

(a)    Closing Date Contributions. The Contributor’s entire right, title and interest in (i) each Receivable that was acquired by the Contributor by capital contribution from an Originator under the Transfer Agreement and that existed and was owing to such Originator at the Cut-Off Date, (ii) all Receivables acquired by the Contributor by capital contribution from an Originator under the Transfer Agreement and created by such Originator after the Cut-Off Date, to and including, the Closing Date, and (iii) all Related Rights with respect thereto automatically shall be deemed to have been contributed by the Contributor to the Company on the Closing Date.

(b)    Subsequent Contributions. After the Closing Date, until the Termination Date, each Contributed Receivable acquired by the Contributor by capital contribution from an Originator under the Transfer Agreement and generated by such Originator shall be, and shall be deemed to have been contributed by the Contributor to the Company immediately (and without further action) upon the acquisition of such Receivable by the Contributor under the Transfer Agreement (which, for the avoidance of doubt, shall occur simultaneously with the creation of such Receivable).

SECTION 1.3    Consideration for Contributions. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to accept all capital contributions in accordance with Article III by recording in the capital account of the Contributor the applicable Contribution Price for each such Receivable and Related Rights with respect thereto contributed by the Contributor.

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SECTION 1.4    Termination Date. The “Termination Date” shall be the earlier to occur of (a) the date the Contribution Facility is terminated pursuant to Section 8.2(a) and (b) the Final Payout Date.

SECTION 1.5    Intention of the Parties. It is the express intent of the Contributor and the Company that each conveyance by the Contributor to the Company pursuant to this Agreement of any Contributed Receivable be construed as a valid and perfected contribution and an absolute assignment (without recourse except as provided herein) of such Contributed Receivables by the Contributor to the Company (rather than the grant of a security interest to secure a debt or other obligation of the Contributor), providing the Company with the full risk and benefit of ownership of the Contributed Receivables and that the right, title and interest in and to such Contributed Receivables conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator or the Contributor. However, if, contrary to the mutual intent of the parties, any conveyance of Contributed Receivables is not construed to be both a valid and perfected contribution and an absolute assignment of such Contributed Receivables, and a conveyance of such Contributed Receivables that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through any Originator or the Contributor, then, it is the intent of the Contributor and the Company that, (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the UCC; and (ii) the Contributor shall be deemed to have granted to the Company as of the date of this Agreement, and the Contributor hereby grants to the Company, a security interest in, to and under, all of the Contributor’s right, title and interest in and to the Contributed Receivables transferred or purported to be transferred hereunder, whether now existing or hereafter created by the Contributor, which security interest shall secure the obligations of the Contributor under this Agreement.

ARTICLE II
CONTRIBUTION REPORT; THE CONTRIBUTION PRICE

SECTION 2.1    Contribution Report. On the Closing Date and on each date when a Settlement Report is due to be delivered under the Credit Agreement (each such date, a “Contribution Report Date”), the Servicer shall deliver to the Company and the Contributor a report in substantially the form of Exhibit A (each such report being herein called a “Contribution Report”) setting forth, among other things:

(a)    the Contribution Price of all Receivables and Related Rights contributed to the capital of the Company by the Contributor, as of the Cut-Off Date (in the case of the Contribution Report to be delivered on the Closing Date);

(b)    the Contribution Price of all Receivables and Related Rights contributed to the capital of the Company by the Contributor, during the Fiscal Month or calendar week, as applicable, immediately preceding such Contribution Report Date (in the case of each subsequent Contribution Report); and

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(c)    the calculations of reductions of the Contribution Price for any Receivables as provided in Sections 3.2(a) and (b).

Servicer shall be entitled to combine reports delivered hereunder (including Contribution Reports) with similar reports delivered under the Transfer Agreement. No failure by the Servicer to deliver any Contribution Report or to perform its obligations in respect thereof (including the existence of any error therein), shall derogate from the Company’s right, title and interest in, to or under any Receivables or Related Rights conveyed or purported to be conveyed by contribution to the Company hereunder.

SECTION 2.2    Calculation of Contribution Price. The “Contribution Price” hereunder for each Receivable and the Related Rights with respect thereto shall equal the Outstanding Balance of such Receivable on the relevant Contribution Date (or, for the Closing Date, on the Cut-Off Date), subject to the reductions as provided in Sections 3.2(a) and (b).

“Contribution Date” means (i) the Closing Date and (ii) each Business Day thereafter that the Contributor and the Originators are open for business on which a Contribution occurs. Notwithstanding anything to the contrary, contributions of Receivables and the application of proceeds with respect thereto shall occur on each Business Day on which the Originators have transferred Receivables to the Contributor under the Transfer Agreement; provided that (x) the reporting of such transaction shall occur on the Contribution Report Date and (y) amounts owing to the Contributor shall be payable at any time upon demand by the Contributor.

ARTICLE III
ACCEPTANCE OF CAPITAL CONTRIBUTIONS AND RECORDATION OF CONTRIBUTION PRICE

SECTION 3.1    Acceptance of Capital Contributions and Recording of Contribution Price. On the terms and subject to the conditions set forth in this Agreement, the Company agrees on each Contribution Date (i) to accept as a contribution to the Company’s capital the Contributed Receivables from the Contributor, and (ii) to record in the capital account of the Contributor the applicable Contribution Price for the Contributor’s Contributed Receivables.

SECTION 3.2    Settlement as to Specific Receivables and Dilution.

(a)    If, (i) on the day of contribution of any Receivable from the Contributor hereunder, any of the representations or warranties set forth in Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 are not true with respect to such Receivable or (ii) as a result of any action or inaction (other than as a result of the failure to collect such Receivable solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor) of the Contributor, on any subsequent day, any of such representations or warranties set forth in Sections 5.10, 5.11,5.12, 5.13 or 5.15 is no longer true with respect to such Receivable, then the Contribution Price with respect to such Contributed Receivable shall be reduced by an amount equal to the Outstanding Balance of such Receivable and shall be accounted to the Contributor as

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provided in clause (c) below; provided, that if the Company thereafter receives payment on account of Collections due with respect to such Receivable, the Company promptly shall deliver such funds to the Contributor.

(b)    If, on any day, the Outstanding Balance of any Receivable contributed hereunder is reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the Company, the Contributor, any Originator, the Servicer, or any of their respective Affiliates or any setoff, counterclaim or dispute between or among the Company, the Contributor, any Originator, the Servicer or any of their respective Affiliates, on the one hand, and an Obligor, on the other hand, then the Contribution Price with respect to such Contributed Receivable shall be reduced by the amount of such net reduction or adjustment and shall be accounted to the Contributor as provided in clause (c) below.

(c)    Any reduction in the Contribution Price of any Contributed Receivable pursuant to clause (a) or (b) above shall be applied as a credit for the account of the Company against the Contribution Price of Contributed Receivables subsequently Contributed to the Company by the Contributor hereunder; provided, however if there have been no Contributions of Receivables (or insufficiently large Contributions of Receivables) from the Contributor prior to the Payment Date immediately following any such reduction in the Contribution Price of any Contributed Receivable to create a Contribution Price sufficient to so apply such credit against, the amount of such credit shall be paid in cash to the Company by the Contributor through the proceeds of a related claim asserted by the Contributor under the Transfer Agreement; provided, that at any time (i) when an Amortization Event or a Potential Amortization Event exists under the Credit Agreement, (ii) when an Overadvance exists under the Credit Agreement or (iii) on or after the Termination Date or the Facility Termination Date, the amount of any such credit shall be paid by the Contributor to the Company by deposit in immediately available funds into a Collection Account for application by the Servicer or the Company to the same extent as if Collections of the applicable Receivable in such amount had actually been received on such date.

(d)    Notwithstanding anything in this Article III or any other provision of this Agreement to the contrary, no adjustment, payment, reimbursement or other compensation shall be due from the Contributor with respect to losses in respect of a Receivable that is uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor after the date of the initial Contribution of such Receivable to the Company hereunder.

SECTION 3.3    Reconveyance of Receivables. In the event that the Contributor has paid to the Company the full Outstanding Balance of any Receivable pursuant to Section 3.2, the Company shall reconvey such Receivable to the Contributor, without representation or warranty, but free and clear of all liens, security interests, charges, and encumbrances created by the Company.

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ARTICLE IV
CONDITIONS OF TRANSFERS

SECTION 4.1    Conditions Precedent to Initial Contribution. The initial contribution hereunder is subject to the condition precedent that the Company and the Administrative Agent (as the Company’s assignee) shall have received, on or before the Closing Date, the following, each (unless otherwise indicated) dated the Closing Date, and each in form and substance reasonably satisfactory to the Company and the Administrative Agent (as the Company’s assignee):

(a)    A copy of the resolutions or written consent of the board of directors or managers or other equivalent governing body of the Contributor approving the Transaction Documents to be executed and delivered by it and the transactions contemplated thereby, certified by the secretary or assistant secretary (or equivalent) of the Contributor;

(b)    A good standing certificate for the Contributor issued as of a recent date reasonably acceptable to the Company and the Administrative Agent (as the Company’s assignee) by the Secretary of State of the State of Delaware;

(c)    A certificate of the secretary or assistant secretary (or equivalent) of the Contributor certifying the names and true signatures of the officers authorized on the Contributor’s behalf to sign the Transaction Documents to be executed and delivered by it (on which certificate the Servicer, the Company, the Administrative Agent (as the Company’s assignee) and the Lenders may conclusively rely until such time as the Servicer, the Company and the Administrative Agent (as the Company’s assignee) shall receive from such Person a revised certificate meeting the requirements of this clause (c));

(d)    The certificate of formation of the Contributor (including all amendments and modifications thereto) duly certified by the Secretary of State of the State of Delaware as of a recent date, together with a copy of the limited liability company agreement of the Contributor (including all amendments and modifications thereto), each duly certified by the secretary or an assistant secretary (or equivalent) of the Contributor;

(e)    The forms of financing statements (Form UCC-1) that name the Contributor as the debtor/seller, the Company as the assignor secured party/buyer and the Administrative Agent as the assignee of assignor secured party/buyer of the Receivables contributed by the Contributor as may be necessary or, in the Company’s or the Administrative Agent’s reasonable opinion, desirable under the UCC of all appropriate jurisdictions to perfect the Company’s ownership and security interest in all Contributed Receivables (including, without limitation, Related Security) in which an ownership or security interest has been assigned to the Company hereunder;

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(f)    Written lien search results listing all effective financing statements that name the Contributor as debtor or seller and that are filed in the State of Delaware, together with copies of such financing statements (none of which, except for those described in the foregoing clause (e) or filed pursuant to the Pledge Agreement (and/or released or terminated, as the case may be, on or prior to the Closing Date), shall cover any Receivable or any Related Rights which are to be contributed to the Company hereunder, any Capital Stock of the Company owned by the Contributor or any other assets or property of the Contributor), and tax lien search results showing no evidence of such liens filed against the Contributor;

(g)    Favorable opinions of counsel to the Contributor, in form and substance reasonably satisfactory to the Company and the Administrative Agent (as the Company’s assignee); and

(h)    Evidence of (i) the execution and delivery by each Originator, the Contributor and the Company of each of the other Transaction Documents to be executed and delivered in connection herewith; and (ii) that each of the conditions precedent to the execution, delivery and effectiveness of such other Transaction Documents has been satisfied to the Company’s and the Administrative Agent’s (as the Company’s assignee) satisfaction.

SECTION 4.2    Certification as to Representations and Warranties. The Contributor, as of each Contribution Date, shall be deemed to have certified that the representations and warranties of the Contributor contained in Article V, as from time to time amended in accordance with the terms hereof, are true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) on and as of such date, with the same effect as though made on and as of such date (except for representations and warranties which apply to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of such earlier date).

SECTION 4.3    Additional Originators and Removed Originators. The Company acknowledges and agrees to be bound by the terms and provisions of Sections 4.3 and 4.4 of the Transfer Agreement.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTOR

In order to induce the Company to enter into this Agreement and to accept the capital contributions from the Contributor as provided hereunder, the Contributor hereby makes with respect to itself the representations and warranties set forth in this Article V.1

1 NTD: The Contributor is an SPE and we understand you are giving your BK opinions at the Contributor level, therefore certain of its reps and covenants should more closely track the reps and covenants of the Borrower (also an SPE) in the Credit Agreement and we have updated accordingly.

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SECTION 5.1    Existence and Power. The Contributor is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware. Contributor is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary.

SECTION 5.2    Authority; No Conflict or Violation. (i) The Contributor has all necessary power and authority to (a) execute and deliver this Agreement and the other Transaction Documents to which it is a party, (b) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and (c) contribute and grant a security interest in the Receivables and the Related Rights to the Company on the terms and subject to the conditions herein provided, and (ii) the execution, delivery and performance by the Contributor of this Agreement and the other Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary limited liability company action on the part of the Contributor and do not and will not (a) require any consent or approval of its manager(s) or member(s), or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the security interest granted in the Receivables and the Related Rights to the Company pursuant to this Agreement and the security interest granted in the Capital Stock of the Company to the Administrative Agent pursuant to the Pledge Agreement, (b) violate any provision of (I) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to the Contributor or (II) the Organizational Documents of the Contributor, (c) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Contributor is a party or by which it or its properties may be bound or affected, or (d) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by the Contributor.

SECTION 5.3    Legal Agreements. This Agreement and each of the other Transaction Documents to which the Contributor is a party have been duly authorized, executed and delivered by the Contributor, and constitute the legal, valid and binding obligations of the Contributor, enforceable against the Contributor in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

SECTION 5.4    Compliance with Laws. The Contributor has complied with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

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SECTION 5.5    Margin Regulations. The Contributor is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the Contributions will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

SECTION 5.6    Not an Investment Company; Volcker Rule. The Contributor (i) is not a “covered fund” under the Volcker Rule and (ii) is not required to register as an “investment company” within the meaning of the Investment Company Act. In determining that the Contributor is not a “covered fund” under the Volcker Rule, the Contributor relies on, and is entitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

SECTION 5.7    Solvency. On the date hereof, and on the date of each contribution hereunder (both before and immediately after giving effect to such contribution), the Contributor is, and will be on such date, Solvent and no proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution, administration or other similar law, including any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt, now or hereafter in effect, with respect to the Contributor is, or will be on such date, pending.

SECTION 5.8    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(a)    None of (i) the Contributor, any of its Subsidiaries or, to the knowledge of the Contributor or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (ii) any agent or representative of the Contributor or any of its Subsidiaries that will act in any capacity in connection with or benefit from the Transaction Documents, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) has its assets located in a Sanctioned Country, (C) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any Governmental Authority regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a Governmental Authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (D) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

(b)    Each of the Contributor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Contributor and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(c)    Each of the Contributor and its Subsidiaries, and to the knowledge of the Contributor, director, officer, employee, agent and Affiliate of the Contributor and each

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such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(d)    No proceeds of any Contribution have been used, directly or indirectly, by the Contributor, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 5.2(h) of the Credit Agreement.

SECTION 5.9    Names and Location. The Contributor has not used any company or corporate names, trade names or assumed names since its formation other than its name set forth on its signature page hereto. The Contributor is “located” (as such term is defined in the applicable UCC) in Delaware and since its formation has not been “located” (as such term is defined in the applicable UCC) in any other jurisdiction. The office(s) where the Contributor keeps its records concerning the Receivables is at the address(es) set forth on its signature page hereto.

SECTION 5.10    Good Title; Perfection.

(a)    Immediately preceding its contribution of each Receivable and the Related Rights with respect thereto hereunder, the Contributor was the owner of, and had good and marketable title to, such Contributed Receivable contributed or purported to be contributed, free and clear of any Adverse Claims, and each such contribution hereunder constitutes a valid contribution, transfer and assignment of all of the Contributor’s right, title and interest in, to and under the Contributed Receivables contributed by it, free and clear of any Adverse Claims.

(b)    On or before the Closing Date and before the acquisition by the Contributor of any new Contributed Receivable to be contributed or otherwise conveyed hereunder, all financing statements and other documents, if any, required to be recorded or filed in order to perfect and protect the Company’s ownership or security interest in Contributed Receivables to be contributed or otherwise conveyed hereunder against all creditors of and purchasers from the Contributor will have been duly filed in each filing office necessary for such purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(c)    Upon the creation of each new Contributed Receivable contributed or otherwise conveyed or purported to be conveyed hereunder and on the Closing Date for then existing Contributed Receivables, the Company shall have a valid and perfected first priority ownership or security interest in each Receivable and Related Right contributed to it hereunder, free and clear of any Adverse Claim.

SECTION 5.11    Perfection Representations.

(a)    This Agreement creates a valid and continuing ownership or security interest (as defined in the applicable UCC) in the Contributor’s right, title and interest in, to and under the Contributed Receivables which (A) ownership or security interest has been perfected (but with respect to the perfected ownership or security interest in the

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Related Rights, in only that portion of the Related Rights in which an ownership or security interest may be perfected by the filing of a financing statement or pursuant to a Collection Account Control Agreement under the UCC) and is enforceable against creditors of and purchasers from the Contributor and (B) will be free of all Adverse Claims in such Contributed Receivables.

(b)    Prior to the contribution of, or grant of security interest in, the Contributed Receivables transferred hereunder, the Contributor owned and had good and marketable title to such Contributed Receivables free and clear of any Adverse Claim of any Person.

(c)    All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable Law in order to perfect (and continue the perfection of) the contribution of and/or grant of a security interest in the Contributed Receivables from the Contributor to the Company pursuant to this Agreement.

(d)    Other than the ownership or security interest granted to the Company pursuant to this Agreement and the security interest granted to the Administrative Agent pursuant to the Pledge Agreement, the Contributor has not pledged, assigned, sold, granted a security interest in (other than those released on the Closing Date or any other date on which a Receivable is contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Receivables or Related Rights, any of the Capital Stock of the Company owned by the Contributor or any other assets or property of the Contributor except as permitted by this Agreement and the other Transaction Documents. The Contributor has not authorized the filing of and is not aware of any financing statements filed against the Contributor that include a description of collateral covering the Receivables or Related Rights, the Capital Stock of the Company owned by the Contributor or any other assets or property of the Contributor other than any financing statement in favor of the Company or the Administrative Agent. The Contributor is not aware of any judgment lien, ERISA lien or tax lien filings against the Contributor.

(e)    Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 5.11 shall be continuing and remain in full force and effect until the Final Payout Date.

SECTION 5.12    Compliance with Credit and Collection Policy. The Contributor and each Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable contributed by the Contributor hereunder and the related Contract, other than any Receivable and the related Contract with respect to which there has been a Deemed Collection payment in accordance with Section 1.5 of the Credit Agreement.

SECTION 5.13    Enforceability of Contracts. Each Contract with respect to each Receivable contributed by the Contributor hereunder is effective to create, and has created, a valid and binding obligation of the related Obligor to pay the Outstanding Balance of such

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Receivable created thereunder and any accrued interest thereon, enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), without being subject to any defense, deduction, offset or counterclaim, and the Receivables related to each such Contract represent amounts earned and payable by the Obligor that are not subject to the performance of additional services by the Originator thereof or by the Contributor or the Company and the related goods or merchandise shall have been shipped and/or services performed (other than delivery of an invoice or bill for such Receivable).

SECTION 5.14    Bulk Sales Act. No transaction contemplated by this Agreement will require compliance by the Contributor or any of the AZZ Parties with any bulk sales act or similar law.

SECTION 5.15    Accuracy of Information. No written information (including, without limitation, all Settlement Reports) heretofore furnished by (or on behalf of) the Contributor to the Company, the Administrative Agent or any of the Lenders for purposes of or in connection with this Agreement or any transaction contemplated hereby contains, and no such written information hereafter furnished by (or on behalf of) the Contributor to the Company, the Administrative Agent or any of the Lenders, will contain, any material misstatement of fact or omit to state any material fact necessary to make such information not materially misleading in light of the circumstances under which made.

SECTION 5.16    No Material Adverse Effect. Since February 29, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

SECTION 5.17    No Fraudulent Conveyance. With respect to each Receivable, Contributor has given reasonably equivalent value (including through the increase in the capital account of such Originator in Contributor) to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under the Transfer Agreement is or may be voidable under any section of the Federal Bankruptcy Code or any other applicable Law. No contribution or transfer hereunder constitutes a fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy or insolvency laws or is otherwise void or voidable under such laws or similar laws or principles or for any other reason.

SECTION 5.18    Eligible Receivables. Each Receivable contributed, transferred or assigned hereunder is an Eligible Receivable on the date of such contribution, transfer or assignment, unless otherwise specified in the first Settlement Report that includes such Receivable.

SECTION 5.19    Financial Information. All balance sheets, all statements of income and of cash flow and all other financial information of the AZZ Parties furnished to the Company, the Administrative Agent or any of the Lenders and described in Section 5.1 of the Credit Agreement have been or will be prepared in accordance with GAAP and do or will

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present fairly in all material respects the financial condition and results of operations of the AZZ Parties, as at such dates and for such periods in accordance with GAAP, subject, in the case of unaudited financial statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes.

SECTION 5.20    Taxes. The Contributor has (i) timely filed all federal and other material tax returns required to be filed by it and (ii) paid, or caused to be paid, all federal and other material taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

SECTION 5.21    Opinions. The facts regarding the Contributor, the Contributed Receivables contributed by it hereunder, and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

SECTION 5.22    Other Transaction Documents. Each representation and warranty made by the Contributor under each other Transaction Document to which it is a party is true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of the date when made.

SECTION 5.23    Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Contributor, threatened, against the Contributor before any Governmental Authority and (ii) the Contributor is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) or (ii), (a) asserts the invalidity of this Agreement or any other Transaction Document, (b) seeks to prevent the grant of a security interest in any Receivables or Related Rights transferred by the Contributor to the Company, the ownership or acquisition by the Company of any Receivables or Related Rights or the consummation of the transactions contemplated by this Agreement or any other Transaction Document, (c) seeks any determination or ruling that could materially and adversely affect the performance by the Contributor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents or (d) could reasonably be expected to have a Material Adverse Effect.

SECTION 5.24    Ordinary Course of Business. If notwithstanding the intention of the parties hereto, the transactions are characterized as loans and not contributions, the Contributor represents and warrants as to itself that each remittance of Collections by or on behalf of the Contributor to the Company under this Agreement will have been (i) in payment of a debt incurred by the Contributor in the ordinary course of business or financial affairs of the Contributor and (ii) made in the ordinary course of business or financial affairs of the Contributor.

SECTION 5.25    Ownership of Contributor. The Originators, collectively, own, directly, one hundred percent (100%) of the issued and outstanding Capital Stock and all other equity interests of the Contributor, free and clear of any Adverse Claim. The Contributor’s

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membership interests are validly issued and there are no options, warrants or other rights to acquire membership interests in the Contributor.

SECTION 5.26    Tax Status. Contributor (i) has elected to be classified at all times since its formation as an association taxable as a corporation for U.S. federal income tax purposes and (ii) does not have tax residence and is not otherwise subject to Tax in any jurisdiction outside the United States.

SECTION 5.27    Reaffirmation of Representations and Warranties by the Contributor. On each day that a new Receivable is contributed to the Company hereunder, the Contributor shall be deemed to have certified that all representations and warranties of the Contributor hereunder are true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of such date).

Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Article shall be continuing and remain in full force and effect until the Final Payout Date.

ARTICLE VI
COVENANTS OF THE CONTRIBUTOR

SECTION 6.1    Covenants of the Contributor. At all times from the Closing Date until the Final Payout Date, the Contributor will, unless the Administrative Agent, the Required Lenders and the Company shall otherwise consent in writing, perform the following covenants:

(a)    Financial Accounting Practices. The Contributor shall make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect in all material respects its transactions and dispositions of its assets and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets and (ii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(b)    Notice of Certain Events. Promptly upon becoming aware of the occurrence of a Termination Event or Unmatured Termination Event under this Agreement or under the Transfer Agreement, an Amortization Event or Potential Amortization Event under the Credit Agreement or any ERISA Event, the Contributor agrees to give the Company, the Administrative Agent and each Lender notice of such event, together with a written statement signed on behalf of the Contributor setting forth the details of such event and any action taken or contemplated to be taken with respect thereto.

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(c)    Notice of Material Adverse Effect. Promptly upon becoming aware thereof, the Contributor will give the Company, the Administrative Agent and each Lender written notice with respect to any development or occurrence which could reasonably be expected to have a Material Adverse Effect.

(d)    Notice of Proceedings. Promptly upon becoming aware thereof, the Contributor will give the Company, the Administrative Agent and each Lender notice of (i) the commencement, existence or, to the knowledge of the Contributor, threat of all proceedings by or before any Governmental Authority against or affecting the Contributor or any of its Subsidiaries which, if adversely decided, could reasonably be expected to have a Material Adverse Effect and (ii) any action, suit, proceeding or investigation pending or to the knowledge of the Contributor, threatened, against the Contributor before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect.

(e)    Further Information. The Servicer or the Contributor will promptly furnish to the Company and the Administrative Agent (i) such information, and in such form, as the Company or the Administrative Agent may reasonably request from time to time in connection with this Agreement or the other Transaction Documents, (ii) sample invoices and other information as the Company or the Administrative Agent may request from time to time in order to confirm that Obligors have been instructed to remit payment on Receivables directly to a Lock-Box or a Collection Account in accordance with the Transaction Documents and (iii) such other information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender.

(f)    Audits. The Contributor will, from time to time during regular business hours as requested by the Company or the Administrative Agent upon reasonable advance notice to the Contributor, and at the sole cost of the Contributor, permit the Company, the Administrative Agent or its agents or representatives: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of the Contributor relating to the Receivables and the Related Rights, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of the Contributor during reasonable business hours for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Contributor’s financial condition or the Receivables and the Related Rights or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts, in each case, with any of the officers or employees of the Contributor having knowledge of such matters (each such visit, a “Review”); provided that, so long as no Amortization Event has occurred and is continuing and that the prior Review, if any, had no material adverse findings, the Contributor shall only be responsible for the cost of one (1) Review under this Section 6.1(f) in any one calendar year; it being understood and agreed that any follow-up examinations, analysis, discussions or visits to address any material

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adverse findings discovered during the course of a Review shall not constitute a separate Review.

(g)    Separateness. The Contributor acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by the Credit Agreement in reliance upon each of the Contributor’s and the Company’s identity as a legal entity that is separate from the Originators, the Servicer, the Performance Guarantor and their respective other Affiliates (each, a “Related Entity”). Therefore, the Contributor shall (and shall cause the Company to) take all steps specifically required by this Agreement or the Credit Agreement or reasonably required by the Administrative Agent to continue each of the Contributor’s and the Company’s identity as a separate legal entity and to make it apparent to third Persons that each of the Contributor and the Company is an entity with assets and liabilities distinct from those of the Performance Guarantor, the Originators, the Servicer and any other Person, and is not a division of the Performance Guarantor, the Originators, the Servicer, its Affiliates or any other Person. In furtherance thereof, the Contributor hereby agrees (and agrees to cause the Company) to: (i) maintain each of the Contributor’s and the Company’s books and records and bank accounts separate from those of any other Related Entity; (ii) at all times hold each of the Contributor and the Company out to the public and all other Persons as a legal entity separate from each of the Contributor’s and the Company’s respective member(s) and any other Person; (iii) have a board of managers for each of the Contributor and the Company separate from that of each of the Contributor’s and the Company’s respective member(s) and any other Person; (iv) file tax returns, if any, for each of the Contributor and the Company as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns; (v) except as contemplated herein or in any other Transaction Document, not commingle either the Contributor’s or the Company’s assets with assets of any other Person; (vi) (x) conduct the Contributor’s business in the Contributor’s own name and strictly comply with all organizational formalities to maintain the Contributor’s separate existence and (y) conduct the Company’s business in the Company’s own name and strictly comply with all organizational formalities to maintain the Company’s separate existence; (vii) maintain separate financial statements for each of the Contributor and the Company; (viii) pay each of the Contributor’s and the Company’s own respective liabilities only out of the Contributor’s and the Company’s own respective funds; (ix) maintain an arm’s length relationship between the Contributor, the Company and each other Related Entity; (x) pay the salaries of each of the Contributor’s and the Company’s own respective employees, if any, with the Contributor’s and the Company’s own respective funds; (xi) not hold out the Contributor’s or the Company’s credit or assets as being available to satisfy the obligations of others (other than pursuant to the Guaranty Agreement and the Pledge Agreement); (xii) allocate fairly and reasonably with other Persons any of the Contributor’s and the Company’s respective overhead for shared office space; (xiii) except as contemplated herein or in any other Transaction Document, use separate stationery, invoices and checks; (xiv) except as contemplated herein or in any other Transaction Document, not pledge the Contributor’s or the Company’s assets for the benefit of any other Person; (xv) correct any known misunderstanding regarding

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either of the Contributor’s or the Company’s separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xvii) cause each of the Contributor’s and the Company’s respective manager(s) or member(s), as applicable, to keep minutes of any meetings and actions and observe all other Delaware limited liability company formalities; (xviii) not to have either the Contributor or the Company acquire any securities of its respective member(s); (xix) act solely in its own name and through its own authorized managers, directors, member(s), officers and agents, except as expressly permitted under the Transaction Documents; (xx) ensure each of the Contributor and the Company does not engage in any business or activity except as set forth in this Agreement and the other Transaction Documents, nor incur any indebtedness or liability other than any incurred pursuant to the Transaction Documents; (xxi) maintain each of the Contributor’s and the Company’s respective assets in a manner that facilitates their identification and segregation from those of their respective Affiliates; (xxii) ensure that each of the Contributor and the Company maintains arm’s-length relationships with their respective Affiliates and the other AZZ Parties and (xxiii) cause each of the Contributor’s and the Company’s respective directors, officers, agents and other representatives to act at all times with respect to each of the Contributor and the Company consistently and in furtherance of the foregoing.

(h)    Preservation of Existence and Franchises. The Contributor shall maintain its organizational existence and its rights and franchises in full force and effect in its jurisdiction of organization. The Contributor will qualify and remain licensed or qualified as a foreign limited liability company in each jurisdiction in which the failure to receive or retain such licensing or qualification could reasonably be expected to have a Material Adverse Effect.

(i)    Compliance with Laws. The Contributor will comply with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(j)    Further Assurances. The Contributor will, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Company, the Administrative Agent or the Lenders may reasonably request from time to time in order to carry out the intent and purposes of this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents.

(k)    Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions. The Contributor will, and will cause each of its Subsidiaries to, (i) maintain in effect and enforce policies and procedures designed to ensure compliance by the Contributor, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (ii) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that each of

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the Contributor and the Company qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Contributor or the Company ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (iii) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(l)    Ownership and Performance and Enforcement of Transfer Agreement. The Contributor will take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Rights and the Collections irrevocably in the Company, free and clear of any Liens other than Permitted Liens, and (ii) establish and maintain, in favor of the Company (and the Administrative Agent, for the benefit of the Secured Parties, as the Company’s assignee) a valid and perfected first priority Security Interest in the Receivables and the Related Rights to the full extent contemplated herein, free and clear of any Liens other than Permitted Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Company’s (and the Administrative Agent’s, for the benefit of the Secured Parties, as the Company’s assignee) Security Interest in the Receivables and the Related Rights) and the Contributor will take such other action to perfect, protect or more fully evidence the Security Interest of the Company (and the Administrative Agent, for the benefit of the Secured Parties, as the Company’s assignee) as the Company or the Administrative Agent may reasonably request. The Contributor will perform and will require each Originator to perform, each of its obligations and undertakings under and pursuant to the Transfer Agreement. Contributor will acquire Receivables under the Transfer Agreement in strict compliance with the terms thereof and diligently enforce the rights and remedies accorded to it as the transferee under the Transfer Agreement. Contributor will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Company as assignee of the Contributor and the Administrative Agent as assignee of the Company) under the Transfer Agreement as the Company or the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Transfer Agreement.

(m)    Contributor’s Tax Status. Contributor will take such actions as needed to ensure that Contributor will (i) remain an association taxable as a corporation for U.S. federal income tax purposes and (ii) not become subject to Taxes in any jurisdiction outside of the United States.

(n)    Books and Records. The Contributor will maintain and implement administrative and operating procedures (including (i) an ability to recreate records

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evidencing Receivables and related Contracts in the event of the destruction of the originals thereof and (ii) procedures to identify and track sales with respect to, and collections on, Excluded Receivables), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables and the identification and reporting of all Excluded Receivables (including records adequate to permit the daily identification of each Receivable and Excluded Receivable and all Collections of and adjustments to each existing Receivable and Excluded Receivable).

(o)    Collections. Contributor shall, or will cause each Originator to, direct all Obligors to make payments of the Receivables (x) directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement, or (y) directly to a Collection Account which at all times is subject to a Collection Account Control Agreement. If, notwithstanding the foregoing, any Obligor makes payment other than directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement or a Collection Account which at all times is subject to a Collection Account Control Agreement, the Contributor shall (or shall cause the applicable Originator to) remit such Collections (including any security deposits applied to the Outstanding Balance of any Receivable) on Receivables directly to the relevant Collection Account which at all times is subject to a Collection Account Control Agreement within five (5) Business Days after payment thereof, and further agrees that all such Collections shall be deemed to be received in trust for the Administrative Agent and the Lenders. Contributor shall use commercially reasonable efforts to ensure that each Obligor remits all payments on the Receivables directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement or directly to a Collection Account which at all times is subject to a Collection Account Control Agreement. Contributor shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Company.

(p)    Information. Promptly, but in no event later than five (5) days after delivery or receipt thereof, the Contributor will deliver to the Company, the Administrative Agent and each Lender a copy of each amendment, waiver, consent, report, document, instrument, record and agreement that has been delivered or received, directly or indirectly, by the Contributor or any of its Affiliates in connection with the Credit Agreement (as such term is defined in the Credit Agreement) or any other Indebtedness of any AZZ Party having an outstanding principal amount in excess of the Threshold Amount.

(q)    Name or Structural Changes. Contributor shall not and shall not permit Company to (i) change its name, jurisdiction of organization, identity or legal structure (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or make any other change in either the Contributor’s or the Company’s identity or corporate structure that could impair or otherwise render any UCC financing statement

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filed in connection with this Agreement or any other Transaction Document “seriously misleading” as such term (or similar term) is used in the UCC, (ii) permit itself to merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, (iii) undertake any division of its rights, assets, obligations or liabilities pursuant to a plan of division or otherwise pursuant to applicable Law, (iv) permit itself to form or acquire any Subsidiaries (other than in the case of Contributor, Company) or (v) permit itself to be directly owned by any Person other than, at all times, (1) in the case of Contributor, each Originator, and (2) in the case of Company, the Contributor, in each case, without (x) the prior written consent of the Administrative Agent and (y) delivering to the Administrative Agent all financing statements, instruments and other documents and opinions reasonably requested by the Administrative Agent in connection with such change. In addition, Contributor (i) will not (and will not permit the Company to) change or relocate its chief executive office or any office where Records are kept unless it gives the Administrative Agent written notice of such change not later than ten (10) days thereafter, (ii) will not (and will not permit Company to) change its jurisdiction of organization to any location other than the State of Delaware and (iii) without the prior written consent of the Administrative Agent, (x) will not (and will not permit the Company, the Performance Guarantor, any Originator or the Servicer to) amend, modify, waive, revoke or terminate any provision of the Contributor’s Organizational Documents and (y) will not (and will not permit the Company, the Performance Guarantor, any Originator or the Servicer to) amend, modify, waive, revoke or terminate any provision of the Company’s Organizational Documents.

(r)    Change in Payment Instructions to Obligors. Except as may be required by the Administrative Agent pursuant to the Credit Agreement, the Contributor will not (i) add any bank as a Collection Account Bank or (ii) add any Lock-Box or Collection Account, in each case, unless the Administrative Agent shall have received: (A) at least ten (10) days before the proposed effective date therefor, written notice of such addition, together with an updated version of Exhibit IV to the Credit Agreement and (B) an executed Collection Account Control Agreement (or an executed amendment to an existing Collection Account Control Agreement) with respect to the new Collection Account or Lock-Box, in form and substance acceptable to the Administrative Agent, prior to depositing any Collections therein. The Contributor shall not terminate or close any Collection Account Bank, any Collection Account or any Lock-Box, in any case, without the prior written consent of the Administrative Agent. In addition, except as may be required by the Administrative Agent pursuant to the Credit Agreement, the Contributor will not make any change in the instructions to any Obligor as to where payments on the Receivables should be made; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account that is subject to a Collection Account Control Agreement.

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(s)    Modifications to Contracts and Credit and Collection Policy. Contributor will not, and will not permit any Originator to, make any material change to the Credit and Collection Policy (including changes that could materially increase the Contractual Dilution with respect to Receivables) without the prior written consent of the Administrative Agent. Promptly following any change to the Credit and Collection Policy, the Contributor (or the Servicer on its behalf) will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent. Except as provided in the Credit Agreement, Contributor will not, and will not permit any Originator to, extend, amend or otherwise modify the payment terms of any Receivable or any Contract related to such Receivable in any material respect other than in accordance with the Credit and Collection Policy.

(t)    Sales, Liens. Except as otherwise provided herein (including, for the avoidance of doubt, the ownership and Security Interests contemplated by the Transaction Documents), the Contributor will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Rights or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto, and the Contributor will defend the right, title and interest of the Company and the Administrative Agent in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Company, the Contributor or any Originator.

(u)    Termination of Transfer Agreement. Contributor will not terminate the Transfer Agreement or send any termination notice to any Originator in respect thereof, without the prior written consent of the Administrative Agent; provided, that the removal of a Removed Originator shall not be a breach of this Section 6.1(u).

(v)    Contributor Indebtedness. Except as contemplated by the Transaction Documents, Contributor will not incur or permit to exist any Indebtedness or liability except current accounts payable arising in the ordinary course of business and not overdue, unless such overdue accounts payable are disputed and being contested in good faith.

(w)    Use of Proceeds. The Contributor will not use the proceeds of any Contribution, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any margin stock. The Contributor shall not use, and the Contributor shall ensure that its Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Contribution, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner

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that would result in the violation of any Sanctions applicable to any party hereto or to the Credit Agreement.

(x)    Collections. The Contributor will not permit any funds other than Collections on Receivables to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Contributor will (or will cause the Servicer or the Company to) within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds.

(y)    Liquidity Coverage Ratio. The Contributor shall not issue any LCR Security.

(z)    Receivables Not to Be Evidenced by Promissory Notes or Chattel Paper. The Contributor will not take any action to cause or permit any Receivable created, acquired or originated by it to become evidenced by any “instrument” or “chattel paper” (as defined in the applicable UCC) without the prior written consent of the Company and the Administrative Agent.

(aa)    Legend. The Contributor shall cause each Originator to identify (or cause the Servicer to identify) its master data and processing records relating to the Receivables and related Contracts with a legend that indicates that the Receivables have been contributed and/or pledged in accordance with the Transfer Agreement, this Agreement and the Credit Agreement.

ARTICLE VII
ADDITIONAL RIGHTS AND OBLIGATIONS
IN RESPECT OF RECEIVABLES

SECTION 7.1    Rights of the Company. The Contributor hereby authorizes the Company and the Servicer or their respective designees or assignees under the Credit Agreement (including, without limitation, the Administrative Agent) to take any and all steps in the Contributor’s name reasonably necessary or desirable, in their respective determination, to collect all amounts due under any and all Contributed Receivables contributed or otherwise conveyed or purported to be conveyed by it hereunder, including, without limitation, endorsing the name of the Contributor on checks and other instruments representing Collections and enforcing such Contributed Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment; provided, however, the Administrative Agent or any other assignee under this Agreement shall not take any of the foregoing actions unless a Termination Event or an Amortization Event has occurred and is continuing.

SECTION 7.2    Responsibilities of the Contributor. Anything herein to the contrary notwithstanding:

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(a)    The Contributor shall perform its obligations hereunder, and the exercise by the Company or its designee of its rights hereunder shall not relieve the Contributor from such obligations.

(b)    None of the Company, the Servicer, the Lenders, or the Administrative Agent shall have any obligation or liability to any Obligor or any other third Person with respect to any Receivables, Contracts related thereto or any other related agreements, nor shall the Company, the Servicer, the Lenders, or the Administrative Agent be obligated to perform any of the obligations of the Contributor or any Originator thereunder.

(c)    The Contributor hereby grants to the Administrative Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, during the occurrence and continuation of an Amortization Event to take in the name of the Contributor all steps necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by the Contributor or transmitted or received by the Company (whether or not from the Contributor) in connection with any Receivable or Related Right contributed or otherwise conveyed or purported to be conveyed by it hereunder.

SECTION 7.3    Further Action Evidencing Contributions. On or prior to the Closing Date, the Contributor shall mark its master data processing records evidencing the Receivables, if any, with a legend, acceptable to the Company and the Administrative Agent, evidencing that the Receivables have been transferred in accordance with this Agreement and none of the Contributor or the Servicer shall change or remove such notation without the consent of the Company, the Administrative Agent and the Required Lenders, such consent not to be unreasonably withheld or delayed. The Contributor agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that the Company, the Servicer, the Administrative Agent or the Required Lenders may reasonably request in order to perfect, protect or more fully evidence the Contributed Receivables contributed to the Company hereunder, or to enable the Company to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of the Company, the Administrative Agent or the Required Lenders, the Contributor will execute (if applicable), authorize and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate.

The Contributor hereby authorizes the Company or its designee or assignee (including, without limitation, the Administrative Agent) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, without the signature of the Contributor, relative to all or any of the Contributed Receivables sold, contributed or otherwise conveyed or purported to be conveyed by it hereunder, whether now existing or hereafter generated or acquired by the Contributor. If the Contributor fails to perform any of its agreements or obligations under this Agreement, the Company or its designee or assignee

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(including, without limitation, the Administrative Agent) may (but shall not be required to) itself perform, or cause the performance of, such agreement or obligation, and the expenses of the Company or its designee or assignee (including, without limitation, the Administrative Agent) incurred in connection therewith shall be payable by the Contributor.

SECTION 7.4    Application of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to the Contributor shall, except as otherwise specified by such Obligor or required by applicable law and unless otherwise instructed by the Servicer (with the prior written consent of the Administrative Agent), the Administrative Agent or the Required Lenders, be applied as a Collection of any Receivable or Receivables of such Obligor to the extent of any amounts then due and payable thereunder (applied in order from the oldest outstanding Receivable to the newest outstanding Receivable) before being applied to any other indebtedness of such Obligor.

ARTICLE VIII
TERMINATION EVENTS

SECTION 8.1    Termination Events. Each of the following events or occurrences described in this Section 8.1 shall constitute a “Termination Event” (each event which with notice or the passage of time or both would become a Termination Event being referred to herein as an “Unmatured Termination Event”):

(a)    the Facility Termination Date shall have occurred;

(b)    the Contributor shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Document to which it is a party and such failure shall continue unremedied for ten (10) Business Days;

(c)    any representation or warranty made or deemed to be made by the Contributor or any of its officers under or in connection with this Agreement, any other Transaction Document to which it is a party or any information or report delivered by the Contributor pursuant hereto or thereto shall prove to have been incorrect or untrue in any material respect (without duplication of any materiality qualifier already contained therein) when made or deemed made or delivered; provided, that if any representation or warranty made or deemed made by the Contributor under Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 with respect to any Contributed Receivable shall prove to have been incorrect or untrue in any material respect (without duplication of any materiality qualifier already contained therein) when made or deemed made, such failure shall be deemed to be automatically cured hereunder upon the credit or payment of the amounts required under, and in accordance with, Section 3.2 with respect thereto; or

(d)    (i) the Contributor shall fail to perform or observe any term, covenant or agreement under Sections 6.1(g), 6.1(k), 6.1(q), 6.1(r), 6.1(s), 6.1(t), 6.1(u), 6.1(v), 6.1(w), 6.1(x) or 6.1(y) or (ii) the Contributor shall fail to perform or observe any term, covenant or agreement under this Agreement or any other Transaction Document to which it is a party to be performed or observed by the Contributor (other than any such

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failure which would constitute a Termination Event under clause (a), (b) or (d)(i) of this Section 8.1), and such failure, solely to the extent capable of cure, shall continue for thirty (30) consecutive days.

SECTION 8.2    Remedies.

(a)    Optional Termination. Upon the occurrence and during the continuation of a Termination Event, the Company, with the prior written consent of the Administrative Agent and the Required Lenders, shall have the option, by notice to the Contributor (with a copy to the Administrative Agent ), to declare the Contribution Facility as terminated.

(b)    Remedies Cumulative. Upon any termination of the Contribution Facility pursuant to Section 8.2(a), the Company (and the Administrative Agent as the Company’s assignee) shall have, in addition to all other rights and remedies under this Agreement, all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable laws, which rights and remedies shall be cumulative.

ARTICLE IX
INDEMNIFICATION

SECTION 9.1    Indemnities by the Contributor. Without limiting any other rights which the Company may have hereunder or under applicable Law, the Contributor hereby agrees to indemnify and hold harmless, on an after-tax basis, the Company (and its assigns, including the Administrative Agent and the Lenders) and each of its officers, directors, employees and agents (each of the foregoing Persons being individually called a “Contribution Indemnified Party”), on demand, from and against any and all damages, losses, claims, judgments, liabilities, penalties and reasonable costs and expenses (including reasonable fees and disbursements of external counsel) (all of the foregoing being collectively called “Contribution Indemnified Amounts”) awarded against or incurred by any of them arising directly and principally out of or as a result of the failure of the Contributor to perform its obligations under this Agreement or any other Transaction Document, or arising out of the claims asserted against a Contribution Indemnified Party relating to the transactions contemplated herein or therein or the use of proceeds thereof or therefrom, excluding, only Contribution Indemnified Amounts to the extent, (i) a final non-appealable judgment of a court of competent jurisdiction holds that such Contribution Indemnified Amounts resulted from the gross negligence or willful misconduct of the Contribution Indemnified Party seeking indemnification, or (ii) the same includes losses in respect of a Receivable that is uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor after the date of the initial Contribution of such Receivable to the Company hereunder. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (i) and (ii) of the previous sentence, the Contributor shall indemnify each Contribution Indemnified Party for Contribution Indemnified Amounts relating to or resulting from:

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(a)    any representation, warranty or statement made or deemed made by the Contributor (or any officer of the Contributor) under or in connection with this Agreement, any of the other Transaction Documents or any other written information or report delivered by or on behalf of the Contributor pursuant hereto or thereto which shall have been untrue or incorrect when made or deemed made or delivered;

(b)    the failure by the Contributor to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document or with any applicable Law with respect to any Receivable or the related Contract; or the failure of any Receivable or the related Contract to conform to any such applicable Law;

(c)    the failure of any Receivable contributed by the Contributor included in the calculation of Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable at such time;

(d)    the transfer by the Contributor of any interest in any Receivable or Related Right other than the transfer of any Receivable and Related Right to the Company pursuant to this Agreement and the grant of a security interest to the Company pursuant to this Agreement;

(e)    the lack of an enforceable ownership interest of the Company, or a first priority perfected lien in favor of the Company, in the Receivables (and all Related Rights) contributed by the Contributor under this Agreement against all Persons (including any bankruptcy trustee or similar Person), in either case, free and clear of any Adverse Claim;

(f)    the failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable or the Related Rights;

(g)    any suit or claim related to the Receivables contributed by the Contributor under this Agreement (including any products liability or environmental liability claim arising out of or in connection with the property, products or services that are the subject of any Receivable contributed by the Contributor under this Agreement);

(h)    any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Receivable, or the sale of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

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(i)    the misdirection of Collections or the commingling of Collections of Receivables at any time with other funds;

(j)    the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;

(k)    any failure of the Contributor to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction Document related to Receivables, or of the Contributor to timely and fully comply with the Credit and Collection Policy in regard to each Receivable;

(l)    any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or in respect of any Receivable or any Related Rights;

(m)    any claim brought by any Person arising from any activity by the Contributor or any Affiliate of the Contributor in servicing, administering or collecting any Receivable; or

(n)    the failure by the Contributor to pay when due any taxes, including, without limitation, sales, excise or personal property taxes.

If for any reason the indemnification provided above in this Section 9.1 is unavailable to a Contribution Indemnified Party or is insufficient to hold such Contribution Indemnified Party harmless, then the Contributor shall contribute to the amount paid or payable by such Contribution Indemnified Party to the maximum extent permitted under applicable law.

ARTICLE X
MISCELLANEOUS

SECTION 10.1    Amendments, etc.

(a)    The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and executed by the Company and the Contributor, with the prior written consent of the Administrative Agent and the Required Lenders.

(b)    No failure or delay on the part of the Company, the Servicer, the Contributor or any third party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Company, the Servicer or the Contributor in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Company or the Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement

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shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

(c)    The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings.

SECTION 10.2    Notices, etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email communication) and shall be delivered or sent by facsimile, email, or by overnight mail, to the intended party at the mailing or email address or facsimile number of such party set forth under its name on the signature pages hereof or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto or in the case of the Administrative Agent or a Lender at its address for notices pursuant to the Credit Agreement. All such notices and communications shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by facsimile or email, when sent, receipt confirmed by telephone or electronic means.

SECTION 10.3    No Waiver; Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, the Contributor hereby authorizes the Company, the Administrative Agent and each Lender (collectively, the “Set-Off Parties”), at any time and from time to time, to the fullest extent permitted by law, to set off, against any obligations of the Contributor to such Set-Off Party arising in connection with the Transaction Documents (including, without limitation, amounts payable pursuant to Section 9.1) that are then due and payable or that are not then due and payable but have accrued, any and all deposits (general or special, time or demand, provisional or final) at any time held by, and any and all indebtedness at any time owing by any Set-Off Party to or for the credit or the account of the Contributor.

SECTION 10.4    Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Company and the Contributor and their respective successors and permitted assigns. The Contributor may not assign any of its rights hereunder or any interest herein without the prior written consent of the Company, the Administrative Agent and the Required Lenders except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree. The rights and remedies with respect to any breach of any representation and warranty made by the Contributor pursuant to Article V and the indemnification and payment provisions of Article IX and Section 10.6 shall be continuing and shall survive any termination of this Agreement.

SECTION 10.5    Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

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SECTION 10.6    Costs, Expenses and Taxes. In addition to the obligations of the Contributor under Article IX, the Contributor agrees to pay reasonably promptly following demand:

(a)    to the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder (including the Administrative Agent) all reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery and administration of this Agreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable fees, charges and disbursements of counsel for the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder with respect thereto (including the Administrative Agent), including with respect to advising any such Person as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) reasonable accountants’, auditors’ and consultants’ fees and expenses for the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder (including the Administrative Agent) incurred in connection with the administration and maintenance of this Agreement or advising any such Person as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document;

(b)    to the Company (and any successor and permitted assigns thereof) and any third-party beneficiary of the Company’s rights hereunder (including the Administrative Agent) all reasonable out-of-pocket costs and expenses incurred by such Person in connection with the enforcement of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents; and

(c)    all Other Taxes payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents to be delivered hereunder, and agrees to indemnify each Contribution Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omitting to pay such Taxes.

SECTION 10.7    SUBMISSION TO JURISDICTION. (a) EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO BRING PROCEEDINGS AGAINST ANY AZZ PARTY IN THE COURTS OF

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ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY AZZ PARTY AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH AZZ PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

(b)    EACH PARTY HERETO CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED HEREIN. NOTHING IN THIS SECTION 10.7 SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 10.8    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY AZZ PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

SECTION 10.9    Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Article, Section, Schedule or Exhibit are to such Article, Section, Schedule or Exhibit of this Agreement, as the case may be. The Schedules and Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement.

SECTION 10.10    Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

SECTION 10.11    Acknowledgment and Agreement. By execution below, the Contributor expressly acknowledges and agrees that all of the Company’s rights, title, and interests in, to, and under this Agreement (but not its obligations) and the Transfer Agreement, shall be assigned by the Company to the Administrative Agent (for the ratable benefit of the

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Secured Parties) pursuant to the Credit Agreement, and the Contributor consents to such assignments. Each of the parties hereto acknowledges and agrees that the Administrative Agent and the other Secured Parties are third party beneficiaries of the rights of the Company arising hereunder and under the other Transaction Documents to which the Contributor is a party, and notwithstanding anything to the contrary contained herein or in any other Transaction Document, during the occurrence and continuation of an Amortization Event under the Credit Agreement, the Administrative Agent, and not the Company, shall have the sole right to exercise all such rights and related remedies.

SECTION 10.12    No Proceeding. The Contributor hereby covenants and agrees that, prior to the date that is one (1) year and one (1) day after the date after the Final Payout Date, it will not institute against, or join any other Person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the Laws of the United States or any state of the United States. The Contributor further agrees that notwithstanding any provisions contained in this Agreement to the contrary, the Company shall not, and shall not be obligated to, pay any amount in respect of any obligation to the Contributor pursuant to this Agreement unless the Company has received funds which may, subject to the Credit Agreement, be used to make such payment. Any amount which the Company does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Federal Bankruptcy Code) against or obligation of the Company by the Contributor for any such insufficiency unless and until the provisions of the foregoing sentence are satisfied. The agreements in this Section 10.12 shall survive any termination of this Agreement.

SECTION 10.13    Limited Recourse. Except as explicitly set forth herein, the obligations of the Company under this Agreement or any other Transaction Documents to which it is a party are solely the obligations of the Company. No recourse under any Transaction Document shall be had against, and no liability shall attach to, any officer, employee, director, or beneficiary, whether directly or indirectly, of the Company. The agreements in this Section 10.13 shall survive any termination of this Agreement.

SECTION 10.14    Severability. If any provision of this Agreement is held to be in conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for any reason whatsoever, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

AZZ SPE-1 LLC, as the Company

By: /s/ Tara D. Mackey    

Name: Tara D. Mackey

Title: Secretary

Address: c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX  76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

Arbor-Crowley, LLC, as the Servicer

By: /s/ Tara D. Mackey    

Name: Tara D. Mackey

Title: Secretary

Address: c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX  76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

Receivables Contribution Agreement

AZZ SPE LLC, as the Contributor

By: /s/ Tara D. Mackey    

Name: Tara D. Mackey

Title: Secretary

Address: c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX  76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

Receivables Contribution Agreement

Exhibit A

FORM OF CONTRIBUTION REPORT

Contributor:    AZZ SPE LLC

Company:    AZZ SPE-1 LLC

Contribution Report Date:    _______________________

1.    Outstanding Balance of Receivables Contributed/Accepted:    $__________

2.    Reductions in the Contribution Price: $__________

3.    Net Contribution Price (Line 1 minus Line 2): $__________

Exhibit A-1

EX-10.3

Exhibit 10.3

Execution Version

CREDIT AND SECURITY AGREEMENT

Dated as of July 10, 2025

among

AZZ SPE-1 LLC, as Borrower,

ARBOR-CROWLEY, LLC, as the Master Servicer,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

Credit and Security Agreement - AZZ (2025)

TABLE OF CONTENTS

Page

Section 1.1    The Commitments    1

Section 1.2    Requesting Incremental Advances.    1

Section 1.3    Reductions.    2

Section 1.4    Payment Requirements    3

Section 1.5    Deemed Collections    3

Section 1.6    Interest.    4

Section 1.7    Changed Circumstances    4

Section 1.8    Defaulting Lenders.    7

Section 1.9    Designated Funding Offices    8

Section 1.10    Divisions    9

ARTICLE II. PAYMENTS AND COLLECTIONS    9

Section 2.1    Collections during the Revolving Period.    9

Section 2.2    Collections During the Liquidation Period.    10

Section 2.3    Payment Rescission    11

ARTICLE III. REPRESENTATIONS AND WARRANTIES    11

Section 3.1    Representations and Warranties of Borrower    11

Section 3.2    Representations and Warranties of the Master Servicer    15

ARTICLE IV. CONDITIONS OF CLOSING AND ADVANCES    18

Section 4.1    Conditions Precedent to Closing    18

Section 4.2    Conditions Precedent to Initial Incremental Advance    18

Section 4.3    Conditions Precedent to All Advances    19

Section 4.4    Releases Generally    19

ARTICLE V. COVENANTS    20

Section 5.1    Affirmative Covenants of Loan Parties    20

Section 5.2    Negative Covenants of Loan Parties    26

ARTICLE VI. ADMINISTRATION AND COLLECTION    29

Section 6.1    Designation of the Master Servicer.    29

Section 6.2    Duties of the Master Servicer.    29

Section 6.3    Collection Accounts    31

Section 6.4    Notice of Exclusive Control    31

Section 6.5    Responsibilities under Contracts    32

Section 6.6    Reports.    32

Section 6.7    Servicing Fees    32

ARTICLE VII. AMORTIZATION EVENTS    32

Section 7.1    Amortization Events    32

Section 7.2    Remedies    36

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TABLE OF CONTENTS

(continued)

Page

ARTICLE VIII. INDEMNIFICATION    36

Section 8.1    Indemnities by Borrower.    36

Section 8.2    Indemnities by the Master Servicer.    39

Section 8.3    Increased Cost and Reduced Return    40

Section 8.4    Other Costs and Expenses    41

Section 8.5    Taxes.    41

ARTICLE IX. THE ADMINISTRATIVE AGENT    45

Section 9.1    Appointment.    45

Section 9.2    Delegation of Duties    45

Section 9.3    Exculpatory Provisions    45

Section 9.4    Reliance by the Administrative Agent and the Lenders.    46

Section 9.5    Notice of Amortization Events    46

Section 9.6    Non-Reliance on the Administrative Agent or Other Lender    46

Section 9.7    Indemnification of the Administrative Agent    47

Section 9.8    Administrative Agent in Its Individual Capacity    47

Section 9.9    Successor Administrative Agent.    47

Section 9.10    UCC Filings    48

Section 9.11    Certain ERISA Matters    48

ARTICLE X. ASSIGNMENTS; PARTICIPATIONS    49

Section 10.1    Assignments and Transfer of Commitments    49

Section 10.2    The Register    50

Section 10.3    Certain Representations and Warranties; Limitations; Covenants    51

Section 10.4    No Assignment to Borrower    51

Section 10.5    No Assignment to Natural Persons    51

Section 10.6    Participations    51

Section 10.7    Pledge by Lenders    53

ARTICLE XI. GRANT OF SECURITY INTEREST    53

Section 11.1    Grant of Security Interest    53

ARTICLE XII. MISCELLANEOUS    53

Section 12.1    Waivers and Amendments.    53

Section 12.2    Notices    54

Section 12.3    Setoff; Ratable Payments.    54

Section 12.4    Intended Tax Characterization    55

Section 12.5    Protection of Ownership and Security Interests.    55

Section 12.6    Confidentiality.    56

Section 12.7    CHOICE OF LAW    57

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TABLE OF CONTENTS

(continued)

Page

Section 12.8    CONSENT TO JURISDICTION    57

Section 12.9    WAIVER OF JURY TRIAL    57

Section 12.10    Integration; Binding Effect; Survival of Terms.    57

Section 12.11    Counterparts; Severability; Section References    58

Section 12.12    Mutual Negotiations    58

Section 12.13    Bankruptcy Petition    58

Section 12.14    USA PATRIOT Act; Anti-Money Laundering Laws    58

Section 12.15    Erroneous Payments    58

Section 12.16    Acknowledgement Regarding Any Supported QFCs    60

Section 12.17    Acknowledgement and Consent to Bail-In of Affected Financial Institutions    62

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EXHIBITS AND SCHEDULES

Exhibit I            Definitions

Exhibit II-A        Form of Borrowing Notice

Exhibit II-B        Form of Reduction Notice

Exhibit III    Borrower’s Chief Executive Office, Principal Place of Business, Records Locations, Federal Taxpayer ID Number and Organizational ID Number

Exhibit IV        Lock-Boxes; Collection Accounts and Collection Account Banks

Exhibit V        Reserved.

Exhibit VI        Form of Assignment Agreement

Exhibit VII        Credit and Collection Policy

Exhibit VIII-A        Form of Monthly Report

Exhibit VIII-B        Form of Weekly Report

Schedule 12.2        Addresses for Notices

Schedule A        Commitments

Schedule B        Closing Documents

Schedule C        Excluded Receivables

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CREDIT AND SECURITY AGREEMENT

THIS CREDIT AND SECURITY AGREEMENT, dated as of July 10, 2025, is entered into by and among:

(a)    AZZ SPE-1 LLC, a Delaware limited liability company (the “Borrower”),

(b)    Arbor-Crowley, LLC, a Delaware limited liability company (“AC”), as initial Master Servicer,

(c)    the Lenders from time to time party to this Agreement, and

(d)    Wells Fargo Bank, National Association, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto.

PRELIMINARY STATEMENTS

Borrower desires to obtain secured Advances from the Lenders from time to time.

On the terms and subject to the conditions hereinafter set forth, each of the Lenders severally agrees to make its Percentage of each of the requested Advances from time to time.

Wells Fargo Bank, National Association has been requested and is willing to act as Administrative Agent on behalf of the Lenders in accordance with the terms hereof.

ARTICLE I.

THE FACILITY

Section 1.1    The Commitments. On the terms and subject to the conditions set forth in this Agreement, including, without limitation, the conditions set forth in Article IV: (a) from time to time during the Revolving Period, Borrower may request Incremental Advances in accordance with Section 1.2, and (b) each of the Lenders, severally and not jointly, agrees to make a Loan in the amount equal to its Percentage of the requested Incremental Advance on the applicable Borrowing Date; provided that (i) the aggregate Principal of any Lender’s Loans at any one time outstanding may not exceed the lesser of (A) the amount of such Lender’s Commitment hereunder, and (B) such Lender’s Percentage of the Borrowing Base, and (ii) in no event may the Aggregate Principal of all Incremental Advances outstanding hereunder exceed the lesser of (A) the Facility Limit, and (B) the Borrowing Base. Each Lender’s several Commitment shall automatically terminate on the Facility Termination Date.

Section 1.2    Requesting Incremental Advances.

(a)    If, on any Business Day during the Revolving Period, there is Borrowing Availability, Borrower may request an Incremental Advance by delivering to the Administrative Agent (for distribution to each Lender) a written notice in the form set forth as Exhibit II-A hereto (each, a “Borrowing Notice”) not later than 12:00 p.m. (New York City time) on the proposed Borrowing Date of

such Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR. Borrower shall also simultaneously cause the aggregate Principal amount of such Incremental Advance to be entered on-line in Wells’ electronic “C.E.O.” portal. Unless the aggregate Principal amount of such Incremental Advance is also entered on-line in Wells’ electronic “C.E.O.” portal, the requested Incremental Advance shall be subject to (and unless the Administrative Agent elects otherwise in the exercise of its sole discretion, such Incremental Advance shall not be funded until satisfactory completion of) the Administrative Agent’s authentication process. The initial Incremental Advance shall be subject to Sections 4.1 and 4.2 hereof, and all Advances (including the initial Incremental Advance and each Release) shall be subject to Section 4.3 and Section 4.4 hereof. Each Borrowing Notice shall (i) be prepared based on the numbers set forth in the most recent Settlement Report, (ii) be irrevocable, (iii) specify the requested aggregate Principal (which shall be not less than $500,000 or a larger integral multiple of $100,000), and (iv) specify the applicable Borrowing Date (which shall be a Business Day). On the Borrowing Date of each Incremental Advance, upon satisfaction of the applicable conditions precedent set forth in Article IV, each Lender shall initiate a wire transfer to the Administrative Agent’s Account, in immediately available funds, in an amount equal to its Percentage of the Incremental Advance requested, and the Administrative Agent shall wire transfer the proceeds of each Lender’s Loan to the Facility Account promptly upon its receipt thereof. Borrower shall not request more than two (2) Incremental Advances in any calendar week.

(b)    The Administrative Agent may assume that each Lender has made or will make the proceeds of its Loan comprising an Incremental Advance available to the Administrative Agent unless the Administrative Agent shall have been notified by such Lender at least one (1) hour before the time on which the Administrative Agent actually funds the Incremental Advance to Borrower (whether using its own funds pursuant to this Section 1.2 or using proceeds deposited with the Administrative Agent by the Lenders and whether such funding occurs before or after the time on which the Lenders are required to deposit the proceeds of their Loans with the Administrative Agent). The Administrative Agent may, in reliance upon such assumption (but shall not be required to), make available to Borrower a corresponding amount of Principal. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender on the proposed Borrowing Date, the Administrative Agent shall notify the Borrower and be entitled to recover such amount on demand from such Lender (or, if such Lender fails to pay such amount, forthwith upon such demand from Borrower) together with interest thereon, in respect of each day during the period commencing on the date such amount was made available to Borrower and ending on the date the Administrative Agent recovers such amount, at a rate per annum equal to (A) the Federal Funds Rate during the first three (3) days after such interest shall begin to accrue and (B) the Interest Rate in respect of such Loan after the end of such three (3) day period.

Section 1.3    Reductions.

(a)    If, on any Business Day, the Borrower has been notified in writing or otherwise obtains actual knowledge that an Overadvance exists (including in connection with the delivery of any Settlement Report), Borrower shall pay (or cause to be paid) to the Administrative Agent’s Account not later than two (2) Business Days thereafter, for prompt distribution to the Lenders in accordance with their Percentages, an amount to be applied to reduce the Aggregate Principal, such that after giving effect to such payment, no Overadvance exists and is continuing.

(b)    If, on any Business Day, Borrower wishes to make a voluntary reduction in the Aggregate Principal outstanding, Borrower shall deliver to the Administrative Agent and each Lender an irrevocable written notice of such proposed reduction in the form set forth as Exhibit II-B hereto (each, a

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“Reduction Notice”) by 11:00 a.m. (New York City time) on the Business Day of the proposed reduction. Each Reduction Notice shall designate (i) the Business Day upon which any such reduction of Aggregate Principal shall occur (the “Proposed Reduction Date”), (ii) the amount of Aggregate Principal to be reduced which shall not be less than $500,000 or larger integral multiple of $100,000 (the “Aggregate Reduction”), and (iii) each Lender’s Percentage of such Aggregate Reduction. On the Proposed Reduction Date, Borrower shall pay to the Administrative Agent’s Account for prompt distribution to each Lender such Lender’s Percentage of each Aggregate Reduction. Only one (1) Reduction Notice shall be outstanding at any time and no more than one (1) Reduction Notice shall be delivered in any calendar week.

(c)    Borrower may, upon at least five (5) Business Days’ irrevocable written notice to the Administrative Agent (for distribution to each Lender), terminate in whole or permanently reduce in part, ratably amongst the Lenders in accordance with their respective Percentages, the unused portion of the Lenders’ several Commitments and the Facility Limit; provided that each partial reduction of the Commitments and the Facility Limit shall be in an aggregate amount of not less than $10,000,000 and no such partial reduction shall reduce the Aggregate Commitment and the Facility Limit to an amount less than $50,000,000.

(d)    If, on any Business Day, during a Dominion Period the Administrative Agent receives a Settlement Report that demonstrates that an Overadvance exists, the Administrative Agent shall promptly remove from the Collection Account and pay to the Administrative Agent’s Account, for prompt distribution to the Lenders in accordance with their Percentages, the lesser of (x) the amount then on deposit in the Collection Accounts and (y) an amount to be applied to reduce the Aggregate Principal, such that after giving effect to such payment, no Overadvance exists and is continuing.

Section 1.4    Payment Requirements. The Borrower or the Master Servicer, as the case may be, shall initiate a wire transfer to the Administrative Agent’s Account of amounts payable by it to the Administrative Agent or the Lenders no later than 2:00 p.m. (New York City time) on the Business Day when due in immediately available funds, and the Administrative Agent shall promptly forward to the Lenders their respective shares of the funds so received. All computations of Interest and per annum Fees under the Transaction Documents shall be made on the basis of a year consisting of three hundred sixty (360) days for the actual number of days elapsed (or, in the case of Interest calculated by reference to the Prime Rate, three hundred sixty-five (365) days or, in the case of a leap year, three hundred sixty-six (366) days). If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

Section 1.5    Deemed Collections. Upon the occurrence of any Dilution, Borrower shall be deemed to have received a Deemed Collection in the amount specified in the definition of “Deemed Collection”, and the Outstanding Balance of the Receivable(s) affected thereby shall be immediately reduced by the amount of such Dilution. If, after giving effect to any Dilution (and the reduction of the Receivable(s) affected thereby) an Overadvance shall exist, the Borrower shall pay (or cause to be paid) to the Administrative Agent’s Account, not later than two (2) Business Days thereafter, for prompt distribution to the Lenders in accordance with their Percentages, an amount to be applied to reduce the Aggregate Principal, such that after giving effect to such payment, no Overadvance exists and is continuing.

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Section 1.6    Interest.

(a)    The Aggregate Principal shall accrue Interest for each day at a rate per annum equal to the applicable Interest Rate, which Interest shall be due and payable on each Monthly Payment Date, in arrears for the immediately preceding Calculation Period, and on the Final Payout Date.

(b)    At least three (3) Business Days prior to each Monthly Payment Date, the Administrative Agent shall calculate the aggregate amount of Interest (if any) owing for the Calculation Period then most recently ended (plus any unpaid Interest, if any, that was due and not paid on a prior Monthly Payment Date) and shall notify the Borrower of such aggregate amount.

(c)    On each Monthly Payment Date, Borrower shall pay to the Administrative Agent for distribution to the Lenders in accordance with Article II their respective portions of such accrued and unpaid Interest.

Section 1.7    Changed Circumstances.

(a)    Circumstances Affecting Benchmark Availability. Subject to clause (c) below, in connection with any request for an Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR or a conversion to or continuation thereof or otherwise, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for ascertaining Daily One Month Term SOFR with respect to a proposed Incremental Advance bearing interest by reference to Daily One Month Term SOFR on or prior to the first day of the applicable Calculation Period or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that Daily One Month Term SOFR does not adequately and fairly reflect the cost to such Lenders of making or maintaining any such Incremental Advance during such Calculation Period and, in the case of clause (ii), the Required Lenders have provided notice of such determination to the Administrative Agent, then, in each case, the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make or maintain Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR and any right of the Borrower to request, convert or continue any Incremental Advance as an Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, shall be suspended (to the extent of the affected Incremental Advance or the affected Calculation Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR (to the extent of the affected Incremental Advance or the affected Calculation Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to an Incremental Advance bearing interest at a rate based on the Alternate Base Rate in the amount specified therein and (B) any outstanding affected Incremental Advance will be deemed to have been converted into Incremental Advances accruing Interest at a rate based on the Alternate Base Rate with respect to any Incremental Advance bearing interest at Daily One Month Term SOFR, at the end of the applicable Calculation Period.

(b)    Laws Affecting SOFR Availability. If, after the date hereof, the introduction of, or any change in, any applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective lending offices)

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with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective lending offices) to honor its obligations hereunder to make or maintain any Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate or Daily One Month Term SOFR, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders (an “Illegality Notice”). Thereafter, until each affected Lender notifies the Administrative Agent and the Administrative Agent notifies the Borrower that the circumstances giving rise to such determination no longer exist, (i) any obligation of the Lenders to make or maintain any Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, as applicable, and any right of the Borrower to request, convert or continue any Incremental Advance as an Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, shall be suspended and (ii) if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”. Upon receipt of an Illegality Notice, the Borrower shall, if necessary to avoid such illegality, upon demand from any Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all affected Incremental Advances to Incremental Advances bearing interest at a rate based on the Alternate Base Rate (in each case, if necessary to avoid such illegality, the Administrative Agent shall compute the Alternate Base Rate without reference to clause (iii) of the definition of “Alternate Base Rate”) with respect to any Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, on the last day of the Calculation Period therefor, if all affected Lenders may lawfully continue to maintain such Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR to such day, or immediately, if any Lender may not lawfully continue to maintain such Incremental Advances bearing interest at a rate based on Daily One Month Term SOFR, as applicable, to such day.

(c)    Benchmark Replacement Setting.

(i)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event with respect to any Benchmark, the Administrative Agent and the Borrower may amend this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 1.7(c)(i) will occur prior to the applicable Benchmark Transition Start Date.

(ii)    Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.

(iii)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any

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Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will promptly notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 1.7(c)(iv) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 1.7(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 1.7(c).

(iv)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if any then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Calculation Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Calculation Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(v)    Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of any affected Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR, to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to an Incremental Advance bearing interest at a rate based on the Alternate Base Rate and (B) any outstanding affected Incremental Advance bearing interest at a rate based on Daily One Month Term SOFR will be deemed to have been converted to an Incremental Advance bearing interest at a rate based on the Alternate Base Rate at the end of the applicable Calculation Period. During any Benchmark Unavailability Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

(d)    Initial Benchmark Conforming Changes. In connection with the use or administration of any Benchmark, the Administrative Agent will have the right to make Conforming

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Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of any Benchmark.

(e)    Rates. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Daily One Month Term SOFR or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Section 1.7(c), will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Daily One Month Term SOFR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.8    Defaulting Lenders.

(a)    Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)    Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 12.1.

(ii)    Any payment of Principal, Interest, Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 12.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, as Borrower may direct (so long as no Amortization Event or Potential Amortization Event exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in

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order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Administrative Agent or the other Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Administrative Agent or such other Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Amortization Event or Potential Amortization Event exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; providedthat, if (x) such payment is a payment of the principal amount of any Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Advance was made at a time when the conditions set forth in Section 4.2 (with respect to the initial Incremental Advance) and 4.3 (with respect to any subsequent Incremental Advance) were satisfied, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are funded and held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 1.8(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)    No Defaulting Lender shall be entitled to receive any Unused Fee for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such Unused Fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b)    If Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the other parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be funded on a pro rata basis by the Lenders in accordance with their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender; providedthat no adjustments will be made retroactively with respect to fees (including any Fees) accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 1.9    Designated Funding Offices. Each Lender at its option may make any Loan or otherwise perform its obligations hereunder through any funding office (each, a “Designated Funding Office”); provided that any exercise of such option shall not affect the obligation of Master Servicer to administer Collections in accordance with the terms of this Agreement. Any Designated Funding Office shall be considered part of the applicable Lender; provided that such provisions that would be applicable with respect to Loans actually provided by an Affiliate or branch of such Lender shall apply to such Affiliate or branch of such Lender to the same extent as such Lender.

Section 1.10    Divisions. For all purposes under the Transaction Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different

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jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock at such time.

ARTICLE II.

PAYMENTS AND COLLECTIONS

Section 2.1    Collections during the Revolving Period.

(a)    On each Business Day during the Revolving Period, all Collections received by the Master Servicer shall be administered in accordance with Section 6.2 and shall be (i) held in trust for the payment of the accrued and unpaid Aggregate Unpaids, if any, that are then due and owing or will be due and owing on the next Monthly Payment Date (including, without limitation, Aggregate Principal payable pursuant to Section 1.3(a) or 2.1(b)), or (ii) released to the Borrower as provided in Section 2.1(c).

(b)    Aggregate Principal shall not be required to be paid during the Revolving Period except to the extent that (i) an Overadvance exists or (ii) a Reduction Notice is delivered.

(c)    On each Business Day during the Revolving Period, subject to Section 2.1(e), Section 4.3 and Section 4.4, Collections that are not required to be segregated or held in trust for the payment of the accrued and unpaid Aggregate Unpaids, if any, that are then due and owing or will be due and owing on the next Monthly Payment Date (including, without limitation, Aggregate Principal payable pursuant to Section 1.3(a) or 2.1(b)) may bereleased to the Borrower to make a distribution on the Capital Stock of the Borrower to Intermediate SPE in an amount not to exceed the undistributed or unpaid Contribution Price (as defined in the Contribution Agreement) for Receivables Contributed (as defined in the Contribution Agreement) to the Borrower on or prior to such date in accordance with the Contribution Agreement and for concurrent further distribution on the Capital Stock of Intermediate SPE to the Originators in an amount not to exceed the undistributed or unpaid Transfer Price (as defined in the Transfer Agreement) for Receivables Transferred (as defined in the Transfer Agreement) to Intermediate SPE on or prior to such date in accordance with the Transfer Agreement (each such release, a “Release”).

(d)    On each Payment Date during the Revolving Period, after deduction of the Master Servicer’s Servicing Fee from Collections received (or deemed received) during the Fiscal Month (or portion thereof) then most recently ended, the Master Servicer shall deliver to the Administrative Agent from the Collections received (or deemed received) during such Fiscal Month (or portion thereof), an amount equal to all other Required Amounts due and owing on such Payment Date, and the Administrative Agent shall promptly distribute to each Lender such Lender’s applicable portion thereof. During the Dominion Period, the Administrative Agent shall make distributions of the Servicing Fee and other Required Amounts from the Collections held by it.

(e)    If, on any Payment Date during the Revolving Period, there are insufficient Collections to pay all amounts required to be paid pursuant to Section 2.1(b) and Section 2.1(d), (i) no Release or new Incremental Advance shall be made until such amounts have been paid in full, and (ii) Collections to be applied to the Required Amounts shall be applied in the following order of priority:

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first, to accrued and unpaid Servicing Fees that are then due and owing to the Master Servicer if not withheld by the Master Servicer prior to turnover of the Collections;

second, to out-of-pocket expenses (if any) of the Administrative Agent that are then due and owing under Section 8.4;

third, to accrued and unpaid Interest then due and owing, including any previously accrued Interest that remains unpaid;

fourth, to all Fees accrued during the Calculation Period (or portion thereof) then most recently ended then due and owing, plus any previously accrued Fees that remain unpaid;

fifth, to the Administrative Agent, for distribution to the Lenders in accordance with their respective Percentages, in reduction of the Principal of their Loans, until any Overadvance is reduced to $0; and

sixth, to all other amounts (if any) then due and owing to the Secured Parties by the Borrower under the Transaction Documents.

Section 2.2    Collections During the Liquidation Period.

(a)    On each day during the Liquidation Period, all Collections shall be administered in accordance with Section 6.2.

(b)    On each Payment Date during the Liquidation Period, after deduction of the Servicing Fee, the Master Servicer, or if the Administrative Agent shall have delivered the Notices of Exclusive Control pursuant to Section 7.2, the Administrative Agent, shall wire transfer all Collections to the Administrative Agent’s Account and all Collections received by the Administrative Agent shall be distributed and applied in the following order of priority:

first, to the Master Servicer, in payment of accrued and unpaid Servicing Fees that are then due and owing to the Master Servicer to the extent not retained;

second, to the Administrative Agent, in payment of its out-of-pocket expenses that are then due and owing under Section 8.4;

third, to the Administrative Agent, for distribution to the Lenders in accordance with their respective Percentages, in payment of any accrued and unpaid Interest then due and owing, including any previously accrued Interest that was not previously paid;

fourth, to the Administrative Agent, for distribution to the Lenders, in payment of any Fees accrued during the Calculation Period (or portion thereof) then most recently ended then due and owing, plus any previously accrued Fees not paid on a prior Payment Date;

fifth, to the Administrative Agent, for distribution to the Lenders in accordance with their respective Percentages, in reduction of the Principal of their Loans, until Aggregate Principal is reduced to $0;

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sixth, to the Administrative Agent, for distribution to the Secured Parties in accordance with the amount then due and owing to such Person, in payment of all amounts then due and owing to the Secured Parties by the Borrower under the Transaction Documents; and

seventh, if the Aggregate Unpaids have been reduced to zero, to Borrower, free and clear of the Security Interest of the Administrative Agent.

Section 2.3    Payment Rescission. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Borrower shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Administrative Agent for distribution to the Lenders the full amount thereof together with any Interest thereon from the date of any such rescission, return or refunding.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.1    Representations and Warranties of Borrower. Borrower hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof, as of each Payment Date and as of each Borrowing Date, that:

(a)    Organization and Qualification. Borrower is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware. Borrower is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary.

(b)    Authority; No Conflict or Violation. The execution, delivery and performance by Borrower of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary limited liability company action on the part of Borrower and do not and will not (i) require any consent or approval of its manager(s) or member(s), or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Agreement, (ii) violate any provision of (A) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to Borrower or (B) the Organizational Documents of Borrower, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by Borrower.

(c)    Legal Agreements. This Agreement and each of the other Transaction Documents to which Borrower is a party have been duly authorized, executed and delivered by Borrower, and constitute the legal, valid and binding obligations of Borrower, enforceable against it in

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accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

(d)    Compliance with Laws. The Borrower has complied with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(e)    Margin Regulations. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of the Advances will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(f)    Not an Investment Company; Volcker Rule. The Borrower (i) is not a “covered fund” under the Volcker Rule and (ii) is not required to register as an “investment company” within the meaning of the Investment Company Act. In determining that the Borrower is not a “covered fund” under the Volcker Rule, the Borrower relies on, and is entitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

(g)    Solvency. The Borrower is, and after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, will be, Solvent.

(h)    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(i)    None of (A) the Borrower, any of its Subsidiaries or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (B) any agent or representative of the Borrower or any of its Subsidiaries that will act in any capacity in connection with or benefit from the Transaction Documents, (I) is a Sanctioned Person or currently the subject or target of any Sanctions, (II) has its assets located in a Sanctioned Country, (III) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any Governmental Authority regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a Governmental Authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (IV) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

(ii)    Each of the Borrower and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iii)    Each of the Borrower and its Subsidiaries, and to the knowledge of the Borrower, director, officer, employee, agent and Affiliate of Borrower and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iv)    No proceeds of any Advance have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 5.2(h).

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(i)    Places of Business and Locations of Records. The Borrower’s principal place of business, chief executive office and the other locations (if any) where its Records are located are at the addresses listed on Exhibit III.

(j)    Names and Identification Numbers. The Borrower has not used any legal names, trade names or assumed names other than the name in which it has executed this Agreement. Borrower’s Federal Employer Identification Number and State of Organization and ID Number are correctly set forth on Exhibit III.

(k)    Ownership of Borrower. Intermediate SPE owns, directly, one hundred percent (100%) of the issued and outstanding Capital Stock and all other equity interests of the Borrower, free and clear of any Adverse Claim. The Borrower’s membership interests are validly issued and there are no options, warrants or other rights to acquire membership interests in Borrower.

(l)    The Lock-Boxes and Collection Accounts.

(i)    Nature of Collection Accounts. Each Collection Account constitutes a “deposit account” within the meaning of the applicable UCC.

(ii)    Ownership. Each Lock-Box and Collection Account is in the name of the Borrower, and the Borrower owns and has good and marketable title to the Collection Accounts free and clear of any Adverse Claim.

(iii)    Control Agreements. Each Lock-Box and Collection Account is subject to a Collection Account Control Agreement. Borrower has not granted any Person (other than the Administrative Agent, the Master Servicer and their respective assigns) access to or control of any such Lock-Box or Collection Account. Borrower has not granted any Person (other than the Administrative Agent and its assigns) the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. To the extent that funds other than Collections are deposited into any Collection Account, Borrower or the Master Servicer can promptly trace and identify which funds constitute Collections.

(iv)    Perfection. The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over each Collection Account.

(m)    Good Title. Borrower is the legal and beneficial owner of each Pool Receivable, together with the Related Security and Collections with respect thereto, free and clear of any Lien except for Permitted Liens. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower.

(n)    Perfection. Assuming the filing of the financing statement approved by Borrower on the date hereof, this Agreement, together with such financing statement and the Collection Account Control Agreements, are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected Security Interest in the Collateral, free and clear of any Lien except for Permitted Liens.

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(o)    Compliance with Credit and Collection Policy. Borrower has complied in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contracts, other than any Pool Receivable and the related Contracts with respect to which there has been a Deemed Collection payment in accordance with Section 1.5.

(p)    [Reserved].

(q)    Bulk Sales Act. No transaction contemplated by any Transaction Document will require compliance by it or any of the AZZ Parties with any bulk sales act or similar law.

(r)    Accuracy of Information. No written information (including, without limitation, all Settlement Reports) heretofore furnished by (or on behalf of) Borrower to the Administrative Agent or any of the Lenders for purposes of or in connection with this Agreement or any transaction contemplated hereby contains, and no such written information hereafter furnished by (or on behalf of) Borrower to the Administrative Agent or any of the Lenders, will contain, any material misstatement of fact or omit to state any material fact necessary to make such information not materially misleading in light of the circumstances under which made.

(s)    Material Adverse Effect. Since February 29, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(t)    Value to Intermediate SPE. With respect to each Pool Receivable, Borrower has given reasonably equivalent value (including through the increase in the capital account of Intermediate SPE in the Borrower) to Intermediate SPE in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by Intermediate SPE of any Receivable under the Contribution Agreement is or may be voidable under any section of the Federal Bankruptcy Code or any other applicable Law.

(u)    Eligible Receivables. Each Receivable included in the Net Receivables Pool Balance on a Settlement Report as an Eligible Receivable was an Eligible Receivable as of the last day of the period covered by such Settlement Report, and the Outstanding Balance of each such Eligible Receivable as of the last day of the period covered by such Settlement Report was accurately set forth on such Settlement Report in all material respects.

(v)    Financial Information. All balance sheets, all statements of income and of cash flow and all other financial information of Borrower furnished to the Administrative Agent or any of the Lenders and described in Section 5.1 have been or will be prepared in accordance with GAAP and do or will present fairly in all material respects the financial condition and results of operations of Borrower, as at such dates and for such periods in accordance with GAAP, subject, in the case of unaudited financial statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes.

(w)    No Amortization Event. No event has occurred and is continuing and no condition exists, that constitutes or may reasonably be expected to constitute an Amortization Event or Potential Amortization Event.

(x)    Taxes. The Borrower has (i) timely filed all federal and other material tax returns required to be filed by it and (ii) paid, or caused to be paid, all federal and other material taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.

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(y)    Tax Status. The Borrower (i) is, and shall at all relevant times continue to be, “disregarded as an entity separate from its owner” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person (within the meaning of Section 7701(a)(30) of the Code), (ii) is not and will not at any relevant time become an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, (iii) does not have tax residence and is not otherwise subject to Tax in any jurisdiction outside the United States and (iv) is not subject to any material Taxes based on net income or gross receipts imposed by a state or local taxing authority.

(z)    Opinions. The facts regarding the AZZ Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are true and correct in all material respects.

(aa)    Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Borrower, threatened, against the Borrower before any Governmental Authority and (ii) the Borrower is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) or (ii), (A) asserts the invalidity of this Agreement or any other Transaction Document, (B) seeks to prevent the grant of a security interest in any Collateral or the consummation of the transactions contemplated by this Agreement or any other Transaction Document, (C) seeks any determination or ruling that could materially and adversely affect the performance by the Borrower of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents or (D) could reasonably be expected to have a Material Adverse Effect.

(bb)    Beneficial Ownership Certification. As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct.

Section 3.2    Representations and Warranties of the Master Servicer. The Master Servicer hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof, as of each Payment Date and as of each Borrowing Date, that:

(a)    Organization and Qualification. The Master Servicer is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware. The Master Servicer has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business or the servicing of the Pool Receivables as required by this Agreement requires such qualification, licenses or approvals where a failure to do so could reasonably be expected to have or result in a Material Adverse Effect.

(b)    Authority; No Conflict or Violation. The execution, delivery and performance by the Master Servicer of the Transaction Documents to which it is a party, the performance of its obligations under this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary corporate action on the part of the Master Servicer and do not and will not (i) (A) require any consent or approval of its manager(s) or member(s), or (B) require any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect, (ii) violate any provision of (A) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to the Master Servicer or (B) the Organizational

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Documents of the Master Servicer, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Master Servicer is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the Collateral except, with respect to clauses (i)(B), (ii)(A) and (iii) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

(c)    Legal Agreements. This Agreement and each of the other Transaction Documents to which the Master Servicer is a party have been duly authorized, executed and delivered by the Master Servicer, and constitute the legal, valid and binding obligations of the Master Servicer, enforceable against it in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

(d)    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(i)    None of (A) the Master Servicer, any of its Subsidiaries or, to the knowledge of the Master Servicer or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (B) any agent or representative of the Master Servicer or any of its Subsidiaries that will act in any capacity in connection with or benefit from the Transaction Documents, (I) is a Sanctioned Person or currently the subject or target of any Sanctions, (II) has its assets located in a Sanctioned Country, (III) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any Governmental Authority regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a Governmental Authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (IV) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

(ii)    Each of the Master Servicer and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to promote compliance by the Master Servicer and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iii)    Each of the Master Servicer and its Subsidiaries, and to the knowledge of the Master Servicer, director, officer, employee, agent and Affiliate of the Master Servicer and each such Subsidiary, is in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iv)    No proceeds of any Advance have been used, directly or indirectly, by any AZZ Party, any of their respective Subsidiaries or any of their respective directors, officers, employees or agents in violation of Section 5.2(h).

(e)    Information. No written information (including, without limitation, all Settlement Reports) heretofore furnished by (or on behalf of) the Master Servicer to the Administrative Agent or any of the Lenders for purposes of or in connection with this Agreement or any transaction contemplated hereby contains, and no such written information hereafter furnished by (or on behalf of) the Master Servicer to the Administrative Agent or any of the Lenders, will contain, any material

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misstatement of fact or omit to state any material fact necessary to make such information not materially misleading in light of the circumstances under which made.

(f)    Collections. Master Servicer has, or the Originators have, directed those Obligors who are not currently making payments directly to a Lock-Box or Collection Account listed on Exhibit IV hereto, to make payments on the Pool Receivables directly to a Lock-Box or a Collection Account listed on Exhibit IV hereto, and neither the Master Servicer nor any Originator has directed, nor have they (to the best of their capacities) permitted any other AZZ Party or any of their respective Affiliates to direct, those Obligors who are currently making payments directly to a Lock-Box or Collection Account listed on Exhibit IV hereto, to make payments on the Pool Receivables to anywhere other than directly to a Lock-Box or a Collection Account listed on Exhibit IV hereto. The conditions and requirements set forth in Section 5.1(v) and Section 6.2 have at all times been satisfied and duly performed in all material respects by Borrower or the Master Servicer. Exhibit IV hereto sets forth (i) the names and addresses of all Collection Account Banks, together with the account numbers of the Collection Accounts, and (ii) the addresses of all Lock-Boxes, the numbers of all associated Collection Accounts and the name and address of each Collection Account Bank. To the extent that funds other than Collections of Pool Receivables are deposited into any Collection Account, the Master Servicer can promptly trace and identify which funds constitute Collections of the Pool Receivables. To the extent that Collections of Pool Receivables are deposited into any bank account other than a Collection Account, the Master Servicer can promptly trace and identify which funds deposited into such bank account constitute Collections of the Pool Receivables.

(g)    Compliance with Credit and Collection Policy. Master Servicer has complied in all material respects with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract, other than any Pool Receivable and the related Contract with respect to which there has been a Deemed Collection payment in accordance with Section 1.5.

(h)    Eligible Receivables. Each Receivable included in the Net Receivables Pool Balance on a Settlement Report as an Eligible Receivable was an Eligible Receivable as of the last day of the period covered by such Settlement Report, and the Outstanding Balance of each such Eligible Receivable as of the last day of the period covered by such Settlement Report was accurately set forth on such Settlement Report in all material respects.

(i)    Compliance with Laws. The Master Servicer has complied with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(j)    Servicing Programs. No license or approval is required for the Administrative Agent’s use of any material software or other computer program used by the Master Servicer, any Originator or any Sub-Servicer in the servicing of the Receivables, other than those which have been obtained and are in full force and effect or those which could readily be obtained.

(k)    Servicing of Receivables. Since the Closing Date there has been no material adverse change in the ability of the Master Servicer to service and collect the Receivables and the Related Security.

(l)    No Amortization Event. No event has occurred and is continuing and no condition exists, that constitutes or may reasonably be expected to constitute an Amortization Event or Potential Amortization Event.

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(m)    Material Adverse Effect. Since February 29, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(n)    Opinions. The facts regarding the AZZ Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction Documents are, to the best of Master Servicer’s knowledge, true and correct in all material respects.

(o)    Tax Status. The Borrower (i) is, and shall at all relevant time continue to be, “disregarded as an entity separate from its owner” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person (within the meaning of Section 7701(a)(30) of the Code), (ii) is not and will not at any relevant time become an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, (iii) does not have tax residence and is not otherwise subject to Tax in any jurisdiction outside the United States and (iv) is not subject to any material Taxes based on net income or gross receipts imposed by a state or local taxing authority.

(p)    ERISA Compliance. The representations and warranties set forth in Section 6.12 of the Credit Agreement and all defined terms used therein (in each case as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof unless otherwise agreed to in writing by the Administrative Agent in its sole discretion) are hereby incorporated herein mutatis mutandis.

(q)    Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending, or, to the best knowledge of the Master Servicer, threatened, against the Master Servicer before any Governmental Authority and (ii) the Master Servicer is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) or (ii), (A) asserts the invalidity of this Agreement or any other Transaction Document, (B) seeks to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, or (C) seeks any determination or ruling that could materially and adversely affect the performance by the Master Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents.

(r)    Permitted Receivables Financing. The facility established by this Agreement and the other Transaction Documents constitutes a “Permitted Receivables Financing” and any indebtedness incurred pursuant to such facility constitutes “Permitted Receivables Financing Indebtedness”, in each case, under and as defined in the Credit Agreement.

ARTICLE IV.

CONDITIONS OF CLOSING AND ADVANCES

Section 4.1    Conditions Precedent to Closing. The effectiveness of this Agreement is subject to the conditions precedent that (a) the Administrative Agent shall have received on or before the Closing Date the documents listed on Schedule B hereto and (b) the Administrative Agent and the Lenders shall have received all Fees required to be paid on such date pursuant to the terms of the Fee Letter.

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Section 4.2    Conditions Precedent to Initial Incremental Advance. The initial Incremental Advance under this Agreement may be made on or after the Closing Date and is subject to the conditions precedent that (a) the conditions in Section 4.1 have been satisfied, and (b) the Administrative Agent shall have received expenses required to be paid as of such date pursuant to the terms of this Agreement for which Borrower has received an invoice as of the Closing Date.

Section 4.3    Conditions Precedent to All Advances. Each Incremental Advance (and subject to Section 4.4) each Release shall be subject to the conditions precedent that (a) the Master Servicer shall have delivered to the Administrative Agent (for distribution to each Lender) on or prior to the intended Borrowing Date of such Incremental Advance or Release, in form satisfactory to the Administrative Agent, all Settlement Reports as due on or before the applicable Borrowing Date under Section 6.6, (b) the Facility Termination Date shall not have occurred, and (c) on the applicable Borrowing Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Advance or Release shall be deemed a representation and warranty by Borrower that such statements are then true):

(i)    the representations and warranties set forth in Article III are true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) on and as of the Borrowing Date of such Incremental Advance or Release as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of such earlier date;

(ii)    no event has occurred and is continuing, or would result from such Incremental Advance or Release, that constitutes an Amortization Event, a Termination Event, an Unmatured Termination Event or a Potential Amortization Event;

(iii)    the most recently delivered Settlement Report does not show that an Overadvance exists or will result from such Incremental Advance or Release, in each case, unless the Borrower has made a payment to the Lenders to reduce the Aggregate Principal in an amount equal to the Overadvance reported in such Settlement Report; and

(iv)    no Overadvance exists or will result from such Incremental Advance or Release.

Section 4.4    Releases Generally. It is expressly understood that each Release shall, unless otherwise directed by the Administrative Agent (with the consent or at the direction of the Lenders), occur automatically on each day that the Master Servicer shall receive any Collections (including any Collections deposited in any Collection Account) without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Borrower to satisfy any of the foregoing conditions precedent in respect of such Release. The failure of Borrower to satisfy any of the foregoing conditions precedent in respect of any Release shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent (with the consent or at the direction of the Lenders), to rescind the related Release and direct Borrower and the Master Servicer to pay to the Administrative Agent for the benefit of the Lenders an amount equal to the Collections prior to the Amortization Date that were applied to the affected Release.

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ARTICLE V.

COVENANTS

Section 5.1    Affirmative Covenants of Loan Parties. Until the Final Payout Date:

(a)    Financial Accounting Practices. Each of the Borrower and Master Servicer shall make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect in all material respects its transactions and dispositions of its assets and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets and (ii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(b)    Borrower Annual Financial Statements. As soon as practicable, and in any event within 90 days after the close of each fiscal year, Borrower will furnish to the Administrative Agent (for distribution to each Lender) its unaudited balance sheet and statements of income, changes in members’ equity and cash flows for such fiscal year, and notes to each, all in reasonable detail and certified by a Responsible Officer of Master Servicer as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Borrower in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

(c)    Annual Reports. As soon as practicable, and in any event within 90 days after the close of each fiscal year of Performance Guarantor, Master Servicer shall furnish to the Administrative Agent (for distribution to each Lender) a consolidated balance sheet of Performance Guarantor and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of any independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from, an upcoming maturity date under the Credit Agreement that is scheduled to occur within one year from the time such report and opinion are delivered) or any qualification or exception as to the scope of such audit (all of which may be provided by means of delivery of the applicable SEC Form 10-K, which will be deemed delivered upon filing thereof).

(d)    Quarterly Reports. As soon as practicable, and in any event within 60 days after the close of each fiscal quarter of Performance Guarantor other than the last fiscal quarter of each fiscal year, Master Servicer shall furnish to the Administrative Agent (for distribution to each Lender) a consolidated balance sheet of Performance Guarantor and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Master Servicer as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Performance Guarantor and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of

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footnotes (all of which may be provided by means of delivery of the applicable SEC Form 10-Q, which will be deemed delivered upon filing thereof).

(e)    Financial Covenant Calculations. The Borrower and the Master Servicer shall deliver to the Administrative Agent and the Lenders, in form and detail satisfactory to the Administrative Agent, on or prior to fifteen (15) Business Days after the day on which the delivery of the financial statements referred to in Sections 5.1(c) and (d) is made, a duly completed Compliance Certificate (as defined in the Credit Agreement as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof unless otherwise agreed to in writing by the Administrative Agent in its sole discretion) signed by a Responsible Officer (as defined in the Credit Agreement) of the Performance Guarantor, which shall, among other things, set forth calculations as to whether or not a Financial Covenant Breach has occurred for the period covered by such financial statements. So long as Wells is a lender under the Credit Agreement and the Total Net Leverage Ratio financial covenant in Section 8.10(a) of the Credit Agreement is identical to the Total Net Leverage Ratio financial covenant set forth in the definition of Financial Covenant Breach under this Agreement, the certificate and information required to be delivered pursuant to this Section 5.1(e) shall be deemed to have been delivered on the date on which AZZ provides a certificate and information under the Credit Agreement to the administrative agent and lenders thereunder that sets forth substantially similar information as described in this clause (e).

(f)    Informational Website. Each document required to be delivered pursuant to Section 5.1(b), (c) or (d) shall be deemed to have been delivered on the date on which AZZ posts such document on the website www.sec.gov or on the website of AZZ (each of the foregoing, an “Informational Website”). Master Servicer shall notify Administrative Agent immediately upon posting to such Informational Website.

(g)    Notice of Certain Events. Promptly upon becoming aware of the occurrence of a Termination Event or Unmatured Termination Event under either the Transfer Agreement or the Contribution Agreement or an Amortization Event or Potential Amortization Event under this Agreement , the Borrower or the Master Servicer will give the Administrative Agent (for distribution to each Lender) notice of such event, together with a written statement signed on behalf of such Person setting forth the details of such event and any action taken or contemplated to be taken with respect thereto. The Borrower or the Master Servicer will promptly notify the Administrative Agent of the occurrence of any ERISA Event that would require prompt notification to the administrative agent under Section 7.03(c) or (d) of the Credit Agreement (as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof unless otherwise agreed to in writing by the Administrative Agent in its sole discretion), and provide to the Administrative Agent (for distribution to each Lender) copies of all notices and documentation related thereto to the extent required to be delivered to the administrative agent under Section 7.03(c) or (d) of the Credit Agreement (as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof unless otherwise agreed to in writing by the Administrative Agent in its sole discretion).

(h)    Notice of Material Adverse Effect. Promptly upon becoming aware thereof, the Borrower or the Master Servicer will give the Administrative Agent (for distribution to each Lender) written notice with respect to any development or occurrence which could reasonably be expected to have a Material Adverse Effect.

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(i)    Notice of Proceedings. Promptly upon becoming aware thereof, the Borrower or the Master Servicer will give the Administrative Agent (for distribution to each Lender) notice of (i) the commencement, existence or, to the knowledge of Borrower or Master Servicer, threat of all proceedings by or before any Governmental Authority against or affecting any AZZ Party or any of its Subsidiaries which, if adversely decided, could reasonably be expected to have a Material Adverse Effect and (ii) any action, suit, proceeding or investigation pending or to the knowledge of Borrower or Master Servicer, threatened, against the Borrower before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect.

(j)    Further Information. Each of the Borrower and the Master Servicer will promptly furnish to the Administrative Agent (for distribution to each Lender) (i) such information, and in such form, as the Administrative Agent or the Lenders may reasonably request from time to time in connection with this Agreement or the other Transaction Documents, (ii) sample invoices and other information as the Administrative Agent or the Lenders may request from time to time in order to confirm that Obligors have been instructed to remit payment on Receivables directly to a Lock-Box or a Collection Account in accordance with the Transaction Documents and (iii) such other information and documentation required under applicable “know your customer” rules and regulations, the PATRIOT Act or any applicable Anti-Money Laundering Laws or Anti-Corruption Laws, in each case as from time to time reasonably requested by the Administrative Agent or any Lender.

(k)    Audits. The Borrower and the Master Servicer will, from time to time during regular business hours as requested by the Administrative Agent upon reasonable advance notice to Borrower, and at the sole cost of Borrower, permit the Administrative Agent or its agents or representatives: (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person during reasonable business hours for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts, in each case, with any of the officers or employees of such AZZ Party having knowledge of such matters (each such visit, a “Review”); provided that, so long as no Amortization Event has occurred and is continuing and that the prior Review, if any, had no material adverse findings, the Administrative Agent shall only conduct, and the Borrower shall only be responsible for the cost of, one (1) Review under this Section 5.1(k) in any one calendar year; it being understood and agreed that any follow-up examinations, analysis, discussions or visits to address any material adverse findings discovered during the course of a Review shall not constitute a separate Review.

(l)    Separateness. The Borrower and the Master Servicer acknowledge that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon each of Intermediate SPE’s and the Borrower’s identity as a legal entity that is separate from the Originators, the Master Servicer, the Performance Guarantor and their respective other Affiliates (each, a “Related Entity”). Therefore, each of the Borrower and Master Servicer shall (and shall cause Intermediate SPE to) take all steps specifically required by this Agreement or reasonably required by the Administrative Agent to continue each of Intermediate SPE’s and the Borrower’s identity as a separate legal entity and to make it apparent to third Persons that each of Intermediate SPE and the Borrower is an entity with assets and liabilities distinct from those of the Performance Guarantor, the Originators, the Master Servicer and any other Person, and is not a division of the Performance Guarantor, the Originators, the Master Servicer, its Affiliates or any other Person. In furtherance

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thereof, each of Borrower and Master Servicer hereby agrees (and agrees to cause Intermediate SPE) to: (i) maintain each of Intermediate SPE’s and the Borrower’s books and records and bank accounts separate from those of any other Related Entity; (ii) at all times hold each of Intermediate SPE and Borrower out to the public and all other Persons as a legal entity separate from each of Intermediate SPE’s and Borrower’s respective member(s) and any other Person; (iii) have a board of managers for each of Intermediate SPE and Borrower separate from that of each of Borrower’s and Intermediate SPE’s respective member(s) and any other Person; (iv) file tax returns, if any, for each of Intermediate SPE and Borrower as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns; (v) except as contemplated herein or in any other Transaction Document, not commingle either Intermediate SPE’s or Borrower’s assets with assets of any other Person; (vi) (x) conduct Intermediate SPE’s business in Intermediate SPE’s own name and strictly comply with all organizational formalities to maintain Intermediate SPE’s separate existence and (y) conduct Borrower’s business in Borrower’s own name and strictly comply with all organizational formalities to maintain Borrower’s separate existence; (vii) maintain separate financial statements for each of Intermediate SPE and Borrower; (viii) pay each of Intermediate SPE’s and Borrower’s own respective liabilities only out of Borrower’s and Intermediate SPE’s own respective funds; (ix) maintain an arm’s length relationship between Intermediate SPE, Borrower and each other Related Entity; (x) pay the salaries of each of Intermediate SPE’s and Borrower’s own respective employees, if any, with Intermediate SPE’s and Borrower’s own respective funds; (xi) not hold out Intermediate SPE’s or Borrower’s credit or assets as being available to satisfy the obligations of others (other than pursuant to the Guaranty Agreement and the Pledge Agreement); (xii) allocate fairly and reasonably with other Persons any of Intermediate SPE’s and Borrower’s respective overhead for shared office space; (xiii) except as contemplated herein or in any other Transaction Document, use separate stationery, invoices and checks; (xiv) except as contemplated herein or in any other Transaction Document, not pledge Intermediate SPE’s or Borrower’s assets for the benefit of any other Person; (xv) correct any known misunderstanding regarding either of Intermediate SPE’s or Borrower’s separate identity; (xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xvii) cause each of Intermediate SPE’s and Borrower’s respective manager(s) or member(s), as applicable, to keep minutes of any meetings and actions and observe all other Delaware limited liability company formalities; (xviii) not to have either Intermediate SPE or Borrower acquire any securities of its respective member(s); (xix) act solely in its own name and through its own authorized managers, directors, member(s), officers and agents, except as expressly permitted under the Transaction Documents; (xx) ensure each of Intermediate SPE and Borrower does not engage in any business or activity except as set forth in this Agreement and the other Transaction Documents, nor incur any indebtedness or liability other than any incurred pursuant to the Transaction Documents; (xxi) maintain each of Intermediate SPE’s and Borrower’s respective assets in a manner that facilitates their identification and segregation from those of their respective Affiliates; (xxii) ensure that each of Intermediate SPE and Borrower maintains arm’s-length relationships with their respective Affiliates and the other AZZ Parties and (xxiii) cause each of Intermediate SPE’s and Borrower’s respective directors, officers, agents and other representatives to act at all times with respect to each of Intermediate SPE and Borrower consistently and in furtherance of the foregoing.

(m)    Preservation of Existence and Franchises. Each of the Borrower and the Master Servicer shall maintain its organizational existence and its rights and franchises in full force and effect in its jurisdiction of incorporation or organization, as the case may be. Each of the Borrower and Master Servicer will qualify and remain licensed or qualified as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which the failure to receive or retain such licensing or qualification could reasonably be expected to have a Material Adverse Effect.

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(n)    Compliance with Laws. The Borrower and the Master Servicer will comply with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

(o)    Further Assurances. The Borrower and the Master Servicer will, at their own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Administrative Agent may reasonably request from time to time in order to carry out the intent and purposes of this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents.

(p)    Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions. The Borrower and the Master Servicer will, and will cause each of their respective Subsidiaries to, (i) maintain in effect and enforce policies and procedures reasonably designed to promote compliance by the Borrower, the Master Servicer, their respective Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (ii) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership Certification (or a certification that the Borrower qualifies for an express exclusion to the “legal entity customer” definition under the Beneficial Ownership Regulation) of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein (or, if applicable, the Borrower ceasing to fall within an express exclusion to the definition of “legal entity customer” under the Beneficial Ownership Regulation) and (iii) promptly upon the reasonable request of the Administrative Agent or any Lender, provide the Administrative Agent or directly to such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation.

(q)    Change of Independent Manager. At least ten (10) days prior to any proposed change of the Independent Manager of Borrower or Intermediate SPE, Borrower will deliver to the Administrative Agent (for distribution to each Lender) notice of such proposed change together with a certificate of Borrower certifying that the proposed replacement manager satisfies the criteria set forth in the definition of “Independent Manager”.

(r)    Performance and Enforcement of the Transfer Agreement, the Contribution Agreement and the other Transaction Documents.

(i)    Borrower will cause Intermediate SPE to perform and will cause Intermediate SPE to require each Originator to perform, each of its obligations and undertakings under and pursuant to the Transfer Agreement. Borrower will cause Intermediate SPE to acquire Receivables under the Transfer Agreement in strict compliance with the terms thereof and to diligently enforce the rights and remedies accorded to it as the transferee under the Transfer Agreement. Borrower will cause Intermediate SPE to take all actions to perfect and enforce its rights and interests (and the rights and interests of the Borrower as assignee of Intermediate SPE and the Administrative Agent as assignee of Borrower) under the Transfer Agreement as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Transfer Agreement.

(ii)    Borrower will perform, and will require Intermediate SPE to perform, each of its obligations and undertakings under and pursuant to the Contribution Agreement.

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Borrower will acquire Receivables under the Contribution Agreement in strict compliance with the terms thereof and will diligently enforce the rights and remedies accorded to it as the transferee under the Contribution Agreement. Borrower will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent as assignee of Borrower) under the Contribution Agreement as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Contribution Agreement.

(iii)    Borrower will perform, and will cause Intermediate SPE to perform, each of its respective obligations and undertakings under and pursuant to the other Transaction Documents. Borrower will, and will cause Intermediate SPE to, take all actions to perfect and enforce its respective rights and interests (and the rights and interests of the Borrower as assignee of Intermediate SPE and the Administrative Agent as assignee of the Borrower) under the other Transaction Documents as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the other Transaction Documents.

(s)    Ownership. Borrower will cause Intermediate SPE (or, to the extent required pursuant to the Transfer Agreement, will cause Intermediate SPE to require each Originator to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Rights and the Collections irrevocably in Intermediate SPE, free and clear of any Liens other than Permitted Liens, and (ii) establish and maintain, in favor of the Borrower (as assignee of Intermediate SPE) and the Administrative Agent (as assignee of the Borrower), for the benefit of the Secured Parties, a valid and perfected first priority Security Interest in the Receivables and the Related Rights to the full extent contemplated herein and in the other Transaction Documents, free and clear of any Liens other than Permitted Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Borrower’s (as assignee of Intermediate SPE) and the Administrative Agent’s (as assignee of the Borrower), for the benefit of the Secured Parties, Security Interest in the Receivables and the Related Rights), and the Borrower will cause Intermediate SPE to take such other action to perfect, protect or more fully evidence the Security Interest of the Borrower (as assignee of Intermediate SPE) and the Administrative Agent (as assignee of the Borrower) for the benefit of the Secured Parties as the Administrative Agent may reasonably request. Borrower will (or, to the extent required pursuant to the Contribution Agreement, will require Intermediate SPE to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections irrevocably in Borrower, free and clear of any Liens other than Permitted Liens, and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority Security Interest in the Collateral to the full extent contemplated herein, free and clear of any Liens other than Permitted Liens (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent’s (for the benefit of the Secured Parties) Security Interest in the Collateral), and the Borrower will take such other action to perfect, protect or more fully evidence the Security Interest of the Administrative Agent for the benefit of the Secured Parties as the Administrative Agent may reasonably request.

(t)    Borrower’s Tax Status. The Borrower and the Master Servicer will take such actions as needed to ensure that the Borrower will (i) remain “disregarded as an entity separate from its owner” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax

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purposes that is wholly owned by a United States person (within the meaning of Section 7701(a)(30) of the Code), (ii) not become an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, (iii) not become subject to Taxes in any jurisdiction outside of the United States and (iv) not become subject to any material Taxes based on net income or gross receipts imposed by a state or local taxing authority.

(u)    Books and Records. The Borrower and the Master Servicer will maintain and implement administrative and operating procedures (including (i) an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof and (ii) procedures to identify and track sales with respect to, and collections on, Excluded Receivables), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables and the identification and reporting of all Excluded Receivables (including records adequate to permit the daily identification of each Pool Receivable and Excluded Receivable and all Collections of and adjustments to each existing Pool Receivable and Excluded Receivable).

(v)    Collections. The Borrower and the Master Servicer shall, or will cause (or will cause Intermediate SPE to cause) the Originators to, direct all Obligors to make payments of the Pool Receivables (x) directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement, or (y) directly to a Collection Account which at all times is subject to a Collection Account Control Agreement. If, notwithstanding the foregoing, any Obligor makes payment other than directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement or a Collection Account which at all times is subject to a Collection Account Control Agreement, Borrower and the Master Servicer shall remit such Collections on Pool Receivables directly to a Collection Account which at all times is subject to a Collection Account Control Agreement within five (5) Business Days after payment thereof. The Borrower and the Master Servicer shall use commercially reasonable efforts to ensure that each Obligor remits all payments on the Pool Receivables directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement or directly to a Collection Account which at all times is subject to a Collection Account Control Agreement. The Borrower and the Master Servicer shall ensure that no disbursements are made from any Collection Account, other than such disbursements that are made at the direction and for the account of the Borrower.

(w)    Information. Promptly, but in no event later than five (5) days after delivery or receipt thereof, Master Servicer will deliver to the Administrative Agent (for distribution to each Lender) a copy of each amendment, waiver, consent, report, document, instrument, record and agreement that has been delivered or received, directly or indirectly, by any AZZ Party or any of its Affiliates in connection with the Credit Agreement or any other Indebtedness of any AZZ Party having an outstanding principal amount in excess of the Threshold Amount.

Section 5.2    Negative Covenants of Loan Parties. Until the Final Payout Date:

(a)    Name or Structural Changes. Borrower shall not (i) change its name, jurisdiction of organization, identity or legal structure (within the meaning of Section 9-507(c) of any applicable enactment of the UCC) or make any other change in the Borrower’s identity or corporate structure that could impair or otherwise render any UCC financing statement filed in connection with this Agreement or any other Transaction Document “seriously misleading” as such term (or similar term) is used in the UCC, (ii) permit itself to merge or consolidate with or into, or convey, transfer, lease or otherwise

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dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, (iii) undertake any division of its rights, assets, obligations or liabilities pursuant to a plan of division or otherwise pursuant to applicable Law, (iv) permit itself to form or acquire any Subsidiaries or (v) permit itself to be directly owned by any Person other than, at all times, Intermediate SPE, in each case, without (x) the prior written consent of the Administrative Agent and (y) delivering to the Administrative Agent all financing statements, instruments and other documents and opinions reasonably requested by the Administrative Agent in connection with such change. In addition, Borrower (i) will not change or relocate its chief executive office or any office where Records are kept unless it gives the Administrative Agent written notice of such change not later than ten (10) days thereafter, (ii) will not change its jurisdiction of organization to any location other than the State of Delaware and (iii) without the prior written consent of the Administrative Agent, will not (and will not permit Intermediate SPE, the Performance Guarantor, any Originator or the Master Servicer to) amend, modify, waive, revoke or terminate any provision of the Borrower’s Organizational Documents.

(b)    Change in Payment Instructions to Obligors. Except as may be required by the Administrative Agent pursuant to Section 6.2(d) during the Dominion Period, such AZZ Party will not (i) add any bank as a Collection Account Bank or (ii) add any Lock-Box or Collection Account, in each case, unless the Administrative Agent shall have received: (A) at least ten (10) days before the proposed effective date therefor, written notice of such addition, together with an updated version of Exhibit IV to this Agreement and (B) an executed Collection Account Control Agreement (or an executed amendment to an existing Collection Account Control Agreement) with respect to the new Collection Account or Lock-Box, in form and substance acceptable to the Administrative Agent, prior to depositing any Collections therein. Neither the Master Servicer nor the Borrower shall terminate or close any Collection Account Bank, any Collection Account or any Lock-Box, in any case, without the prior written consent of the Administrative Agent. In addition, except as may be required by the Administrative Agent pursuant to Section 6.2(d) during the Dominion Period, such AZZ Party will not make any change in the instructions to any Obligor as to where payments on the Pool Receivables should be made; provided, however, that the Master Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account that is subject to a Collection Account Control Agreement.

(c)    Modifications to Contracts and Credit and Collection Policy. The Master Servicer will not make any material change to the Credit and Collection Policy (including changes that could reasonably be expected to materially increase the Contractual Dilution with respect to Pool Receivables) without the prior written consent of the Administrative Agent. Promptly following any change to the Credit and Collection Policy, the Master Servicer will deliver a copy of the updated Credit and Collection Policy to the Administrative Agent (for distribution to each Lender). Except as provided in Section 6.2(e) or to the extent that a Deemed Collection payment has been made in accordance with Section 1.5, no AZZ Party will, or will permit any Originator to, extend, amend or otherwise modify the payment terms of any Pool Receivable or any Contract related to such Pool Receivable in any material respect other than in accordance with the Credit and Collection Policy.

(d)    Sales, Liens. Other than the ownership and Security Interests contemplated by the Transaction Documents, Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Pool Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Pool Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with

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respect thereto, and Borrower will defend the right, title and interest of the Administrative Agent in, to and under any of the foregoing property, against all claims of third parties claiming through or under Borrower, Intermediate SPE or any Originator.

(e)    Termination of Transfer Agreement and Contribution Agreement. Borrower will not permit Intermediate SPE to terminate the Transfer Agreement or send any termination notice to any Originator in respect thereof, without the prior written consent of the Administrative Agent; provided, that the removal of a Removed Originator shall not be a breach of this Section 5.2(e). Borrower will not terminate the Contribution Agreement or send any termination notice to Intermediate SPE in respect thereof, without the prior written consent of the Administrative Agent.

(f)    Restricted Junior Payments. The Borrower shall not make any Restricted Junior Payments while any Borrower Obligations remain outstanding; provided that, on each Payment Date during the Revolving Period, the Borrower may, from Collections received (or deemed received) during the Fiscal Month (or portion thereof) then most recently ended, make Restricted Junior Payments, (i) after payment of all Required Amounts due and owing on such Payment Date, (ii) so long as no Amortization Event or Overadvance has occurred and is continuing or would result therefrom and (iii) so long as both immediately before and immediately after giving effect thereto, the Net Worth is not less than the Required Capital Amount.

(g)    Borrower Indebtedness. Except as contemplated by the Transaction Documents, Borrower will not incur or permit to exist any Indebtedness or liability except: (i) the Borrower Obligations and (ii) other current accounts payable arising in the ordinary course of business and not overdue, unless such overdue accounts payable are disputed and being contested in good faith.

(h)    Use of Proceeds. Borrower will not use the proceeds of any Advance, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any margin stock. Borrower shall not request any Advance, and Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Advance, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti-Money Laundering Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

(i)    Collections. Neither the Master Servicer nor the Borrower will permit any funds other than Collections on Pool Receivables to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Master Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. 

(j)    Required Capital Amount. The Borrower shall not permit the Net Worth to be less than the Required Capital Amount.

(k)    Liquidity Coverage Ratio. The Borrower shall not issue any LCR Security.

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ARTICLE VI.

ADMINISTRATION AND COLLECTION

Section 6.1    Designation of the Master Servicer.

(a)    The servicing, administration and collection of the Pool Receivables shall be conducted by such Person (the “Master Servicer”) so designated from time to time in accordance with this Section 6.1. AC is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms of this Agreement. At any time after the occurrence and during the continuance of an Amortization Event (a “Master Servicer Termination Event”), the Administrative Agent and the Required Lenders may, upon written notice to the current Master Servicer and Borrower, designate as the Master Servicer any Person to succeed AC or any successor Master Servicer.

(b)    Master Servicer may delegate to Precoat Mezzanine LLC and the other Originators, as sub-servicers of the Master Servicer (each, a “Sub-Servicer”), certain of its duties and responsibilities as the Master Servicer hereunder in respect of the Receivables originated by such other Originators, so long as such delegation does not cause Intermediate SPE or the Borrower to be subject to taxation in any jurisdiction outside of the United States. Without the prior written consent of the Administrative Agent, the Required Lenders and the Borrower, the Master Servicer shall not be permitted to delegate any of its duties or responsibilities as the Master Servicer to any Person other than (i) the Originators, including any Sub-Servicer, and (ii) with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. None of the Sub-Servicers shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Master Servicer delegated to it by Master Servicer. If at any time following the occurrence of a Master Servicer Termination Event, the Required Lenders shall designate as the Master Servicer any Person other than AC, all duties and responsibilities theretofore delegated by AC to any of the Sub-Servicers shall automatically be terminated.

(c)    Notwithstanding the foregoing subsection (b), (i) the Master Servicer shall be and remain primarily liable for the full and prompt performance of all duties and responsibilities of the Master Servicer hereunder in accordance with the terms hereof and (ii) the Administrative Agent and the Lenders shall be entitled to deal exclusively with the Master Servicer in matters relating to the discharge by the Master Servicer of its duties and responsibilities hereunder. The Administrative Agent and the Lenders shall not be required to give notice, demand or other communication to any Person other than the Master Servicer in order for communication to the Master Servicer and the Sub-Servicers or other delegate with respect thereto to be accomplished. The Master Servicer, at all times that it is the Master Servicer, shall be responsible for providing any Sub-Servicer or other delegate of the Master Servicer with any notice given to the Master Servicer under this Agreement, as necessary for such Sub-Servicer or other delegate to perform its respective obligations in such capacity.

Section 6.2    Duties of the Master Servicer.

(a)    The Master Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Pool Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

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(b)    (i) The Master Servicer shall direct all Obligors who are not currently making payments directly to a Lock-Box or directly to a Collection Account, and the Master Servicer shall direct any new Obligors, to make payments of the Pool Receivables (x) directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement, or (y) directly to a Collection Account which at all times is subject to a Collection Account Control Agreement, and (ii) the Master Servicer shall not direct, or permit any other Person to direct, those Obligors who are currently making payments of the Pool Receivables directly to a Lock-Box or directly to a Collection Account, to make payments of the Pool Receivables to anywhere other than (x) directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement, or (y) directly to a Collection Account which at all times is subject to a Collection Account Control Agreement. If, notwithstanding the foregoing, any Obligor makes payment other than directly to a Lock-Box that clears through a Collection Account which at all times is subject to a Collection Account Control Agreement or a Collection Account which at all times is subject to a Collection Account Control Agreement, Borrower and the Master Servicer each agree to remit, or to cause Intermediate SPE or the applicable Originator to remit, such Collections (including any security deposits applied to the Outstanding Balance of any Pool Receivable) on Pool Receivables directly to the relevant Collection Account that, at all times, is subject to a Collection Account Control Agreement within five (5) Business Days after payment thereof, and further agrees that all such Collections shall be deemed to be received in trust for the Administrative Agent and the Lenders.

(c)    Reserved.

(d)    At all times other than during a Dominion Period, the Master Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. Subject to the last sentence of this Section 6.2(d), the Master Servicer (and during the Dominion Period, unless and until remitted to the Master Servicer, the Administrative Agent) shall hold in trust for the account of Borrower and each Lender their respective shares of the Collections in accordance with Article II. Prior to the Final Payout Date, to the extent any Collections come into the possession of the Master Servicer, the Master Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all such Collections from the general funds of the Master Servicer or Borrower prior to the remittance thereof in accordance with Article II to the extent of any accrued and unpaid Aggregate Unpaids. Subject to Section 2.2, at all times while the Master Servicer is required to segregate Collections pursuant to the preceding sentence, the Master Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Pool Receivables set aside for the Lenders as promptly as possible and in any event by the fifth (5th) Business Day following receipt thereof by the Master Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. Notwithstanding anything in this Agreement to the contrary, unless a Dominion Trigger Event has occurred and is continuing or the Administrative Agent has requested the segregation of Collections in accordance with this Section 6.2(d), the Master Servicer (so long as the Master Servicer is AC or one of its Affiliates) may process Collections as a part of a central cash management system maintained by AC and its Affiliates, which system shall include written records (which may be electronic) of all debits and credits attributable to Borrower and the Pool Receivables and, other than during the Dominion Period, such funds may be commingled with other funds of AC and its Affiliates.

(e)    The Master Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Pool Receivable or adjust the Outstanding Balance of any Pool Receivable as the Master Servicer reasonably determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Pool Receivable as a

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Delinquent Receivable, Defaulted Receivable or Charged-Off Receivable or limit the rights of the Administrative Agent or the Lenders under this Agreement. Notwithstanding anything to the contrary contained herein, following the occurrence and during continuation of an Amortization Event, the Administrative Agent may in its discretion direct the Master Servicer to commence or settle any legal action with respect to any Defaulted Receivable or to foreclose upon or repossess any Related Security to the extent not in contravention of the related Contracts or applicable Law.

(f)    The Master Servicer shall hold in trust for Borrower and the Administrative Agent and each Lender all Records in its possession that (i) evidence or relate to the Pool Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Pool Receivables and shall, following the occurrence and during the continuance of an Amortization Event, as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Master Servicer shall, as promptly as possible and in any event by the fifth (5th) Business Day following receipt thereof, turn over to Borrower any cash Collections or other cash proceeds in accordance with Article II. The Master Servicer shall, from time to time at the request of the Administrative Agent, furnish to the Administrative Agent (as promptly as possible and in any event by the fifth (5th) Business Day after any such request) (for distribution to each Lender) a calculation of the amounts set aside for the Lenders pursuant to Article II.

(g)    If any payment by an Obligor in respect of any Indebtedness owed by it to an Originator, Intermediate SPE or Borrower has not been applied to the applicable invoice within 30 days after its receipt thereof, such payment shall, as between such Originator, Intermediate SPE or Borrower and the Administrative Agent and the Lenders, except as otherwise specified by such Obligor or otherwise required by Contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 6.3    Collection Accounts. Borrower has with respect to each Collection Account, granted to the Administrative Agent for the benefit of the Secured Parties “control” (within the meaning of the UCC) over such Collection Account.

Section 6.4    Notice of Exclusive Control. The Administrative Agent is authorized to date and to deliver to each Collection Account Bank a Notice of Exclusive Control at any time after the occurrence and during the continuance of a Dominion Trigger Event. Subject to the terms of the applicable Collection Account Control Agreement, Borrower has transferred to the Administrative Agent, for the benefit of the Secured Parties, exclusive “control” or a perfected security interest, as applicable, over each Collection Account identified on Exhibit IV hereto; provided, however, that the Loan Parties shall retain the right to direct dispositions of funds from the Collection Accounts so long as the Dominion Period is not continuing. Each of the Loan Parties hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled at any time during the Dominion Period (a) to endorse the applicable AZZ Party’s (or the applicable Originator’s) name on checks and other instruments representing Collections on Pool Receivables, (b) to enforce the Pool Receivables, the related Contracts and the Related Security, (c) to notify the Obligors of Pool Receivables to remit payments thereon directly to the Administrative Agent, (d) to direct the Master Servicer, each Originator, Intermediate SPE and the Borrower to remit Collections on Pool Receivables directly to the Administrative Agent and (e) to take such action as shall be necessary or desirable to cause all cash,

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checks and other instruments constituting Collections of Pool Receivables to come into the possession of the Administrative Agent rather than the Loan Parties.

Section 6.5    Responsibilities under Contracts. Anything herein to the contrary notwithstanding, the exercise by the Administrative Agent and the Lenders of their rights hereunder shall not release the Master Servicer, any Originator, Performance Guarantor, Intermediate SPE or Borrower from any of their duties or obligations with respect to any Pool Receivables or under the related Contracts. The Lenders shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Borrower, Intermediate SPE, Master Servicer, Performance Guarantor or any Originator.

Section 6.6    Reports.

(a)    On each Monthly Reporting Date, the Master Servicer shall prepare and deliver not later than 12:00 p.m. (New York City time) to the Administrative Agent (for distribution to each Lender), (i) a Monthly Report for the Fiscal Month (or portion thereof) then most recently ended (appropriately completed and executed), and (ii) an electronic file of the data contained therein; provided, however, that if a Weekly Reporting Trigger Event has occurred and is continuing, the Master Servicer shall prepare and deliver to the Administrative Agent (for distribution to each Lender) not later than 12:00 p.m. (New York City time) on the second Business Day following the last day of each calendar week, (i) a Weekly Report and (ii) an electronic file of the data contained therein.

(b)    [Reserved].

(c)    Together with each Settlement Report, the Master Servicer shall provide a listing by Obligor of all Pool Receivables together with an aging of such Pool Receivables.

Section 6.7    Servicing Fees. In consideration of AC’s agreement to act as the Master Servicer hereunder, so long as AC shall continue to perform as the Master Servicer hereunder, AC shall be paid a fee (the “Servicing Fee”) on each Monthly Payment Date, in arrears for the immediately preceding Calculation Period, equal to 1.0% per annum of the aggregate Outstanding Balance of all Pool Receivables as of the first day of such period. The Master Servicer shall retain the payment of the Servicing Fee from Collections held on behalf of Borrower pursuant to Section 2.1. At any time while the Master Servicer is not an Affiliate of Borrower, the Servicing Fee shall be computed at such rate per annum as the Administrative Agent, Borrower and the substitute Master Servicer may mutually agree.

ARTICLE VII.

AMORTIZATION EVENTS

Section 7.1    Amortization Events. The occurrence of any one or more of the following events shall constitute an “Amortization Event”:

(a)    (i) Borrower shall fail to pay Principal on any of the Loans on the date due or (ii) any Overadvance shall exist and shall fail to be cured within the time period set forth in Section 1.3(a); or

(b)    Borrower shall fail to pay Interest on the Loans or any Fees payable pursuant to the Fee Letter within five (5) Business Days of the date such Interest or Fees are due; or

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(c)    Any AZZ Party shall fail to pay any other fee or other amount due and payable pursuant to this Agreement or any of the other Transaction Documents within ten (10) Business Days after written notice to such AZZ Party by the Administrative Agent; or

(d)    Any representation or warranty made by any AZZ Party (other than a Removed Originator) under this Agreement or any of the other Transaction Documents or any written statement made by any AZZ Party in any financial statement, certificate, report, exhibit or document furnished by any AZZ Party to the Administrative Agent or any Lender pursuant to this Agreement or the other Transaction Documents shall prove to have been false or misleading in any material respect (without duplication of any materiality qualifier already contained therein) as of the time made; provided, that (i) if any representation or warranty made by any Originator under Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 of the Transfer Agreement with respect to any Transferred Receivable (as defined in the Transfer Agreement) shall prove to have been false or misleading in any material respect (without duplication of any materiality qualifier already contained therein) as of the time made, such failure shall be deemed to be automatically cured hereunder upon the credit or payment of the amounts required under, and in accordance with, Section 3.3 of the Transfer Agreement with respect thereto and (ii) if any representation or warranty made by Intermediate SPE under Sections 5.10, 5.11, 5.12, 5.13, 5.15, 5.17 or 5.18 of the Contribution Agreement with respect to any Contributed Receivable (as defined in the Contribution Agreement) shall prove to have been false or misleading in any material respect (without duplication of any materiality qualifier already contained therein) as of the time made, such failure shall be deemed to be automatically cured hereunder upon the credit or payment of the amounts required under, and in accordance with, Section 3.2 of the Contribution Agreement with respect thereto; or

(e)    Borrower or Master Servicer shall default in the performance or observance of any covenant contained in Section 5.1(l), Section 5.1(p) or Section 5.2 of this Agreement, Intermediate SPE shall default in the performance or observance of any covenant contained in Sections 6.1(g), 6.1(k), 6.1(q), 6.1(r), 6.1(s), 6.1(t), 6.1(u), 6.1(v), 6.1(w), 6.1(x) or 6.1(y) of the Contribution Agreement, or any Originator shall default in the performance or observance of any covenant contained in Sections 6.1(g), 6.1(k), 6.1(q), 6.1(r), 6.1(s), 6.1(t), 6.1(u) or 6.1(v) of the Transfer Agreement; or

(f)    Borrower or Master Servicer shall default in the performance or observance of any covenant contained in Section 6.6 of this Agreement and such default shall continue for a period of two (2) Business Days; or

(g)    Any AZZ Party (other than a Removed Originator) shall default in the performance or observance of any other covenant, agreement or duty under this Agreement or any other Transaction Document (not constituting an Amortization Event under any other provision of this Section 7.1) and such default shall continue for a period of thirty (30) consecutive days; or

(h)    (i) Any “Event of Default” (under and as defined in the Credit Agreement) shall occur; or (ii) any AZZ Party or any of its Affiliates shall (A) default (as principal or guarantor or other surety) in any payment of principal of or interest on any obligation (or set of related obligations) for borrowed money in excess of the Threshold Amount beyond any period of grace with respect to the payment or, if any such obligation (or set of related obligations) is or are payable or repayable on demand, fail to pay or repay such obligation or obligations when demanded, or (B) default in the observance of any other covenant, term or condition contained in any agreement or instrument by which such an obligation (or set of related obligations) is or are created, secured or evidenced, if the effect of such default is to give the applicable holder or holders of such obligation or obligations (or a trustee or agent on behalf of such holder or holders) the right (whether acted upon or not) to accelerate

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the maturity of all or part of such obligation or obligations or to terminate the commitment of any lender thereunder; or

(i)    (i) One or more final judgments for the payment of money in excess of the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage thereof) shall have been entered against the Master Servicer, any Originator or the Performance Guarantor and (x) shall remain undischarged or unstayed for a period of forty-five (45) consecutive days or (y) enforcement proceedings are commenced by any creditor upon such judgment or order; or (ii) one or more final judgments for the payment of money in excess of $18,600 shall have been entered against either Intermediate SPE or the Borrower; or

(j)    A writ or warrant of attachment, garnishment, execution, distraint or similar process shall have been issued against Intermediate SPE, the Borrower or any of their respective properties; or

(k)    Any AZZ Party shall be required to register as an “investment company” within the meaning of the Investment Company Act;or

(l)    A Change of Control shall occur; or

(m)    Either Intermediate SPE or Borrower shall fail (i) at any time (other than for thirty (30) Business Days following notice of the death or resignation of any Independent Manager) to have a manager who satisfies the definition of “Independent Manager” or (ii) to timely notify the Administrative Agent of any replacement or appointment of any Independent Manager as required pursuant to Section 5.1(q) of this Agreement; or

(n)    The “Event of Default” set forth in Section 9.01(i) of the Credit Agreement and all defined terms used therein (in each case as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof unless otherwise agreed to in writing by the Administrative Agent in its sole discretion) is hereby incorporated herein mutatis mutandis; or

(o)    Any Event of Bankruptcy shall occur with respect to any AZZ Party (other than an Event of Bankruptcy with respect to an Originator or Originators that has or have contributed Receivables pursuant to the Transfer Agreement that have current Outstanding Balances totaling less than 5.0% of the current aggregate Outstanding Balances of all Receivables of all Originators that have been contributed pursuant to the Transfer Agreement, in each case, calculated as of the date of such Event of Bankruptcy); or

(p)    Any AZZ Party shall cease to be Solvent (other than the cessation to be Solvent of an Originator or Originators that has or have contributed Receivables pursuant to the Transfer Agreement that have current Outstanding Balances totaling less than 5.0% of the current aggregate Outstanding Balances of all Receivables of all Originators that have been contributed pursuant to the Transfer Agreement, in each case, calculated as of the date of such cessation to be Solvent); or

(q)    (i) Any Person other than the Originators shall, directly or indirectly, have an Adverse Claim on any issued and outstanding Capital Stock or other equity interests of Intermediate SPE, or (ii) any Person other than Intermediate SPE shall, directly or indirectly, have an Adverse Claim on any issued and outstanding Capital Stock or other equity interests of Borrower; or

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(r)    As at the end of any Fiscal Month:

(i)    the average of the Delinquency Ratios for the three Fiscal Months then most recently ended shall exceed 5.0%;

(ii)    the average of the Default Ratios for the three Fiscal Months then most recently ended shall exceed 4.0%; or

(iii)    the average of the Dilution Ratios for the three Fiscal Months then most recently ended shall exceed 9.0%; or

(s)    (i) the “Termination Date” under and as defined in the Transfer Agreement shall occur with respect to any Originator (other than a Removed Originator), (ii) any Originator (other than a Removed Originator) shall for any reason cease to have the legal capacity to transfer, or otherwise be incapable of transferring, Receivables to Intermediate SPE under the Transfer Agreement, (iii) the “Termination Date” under and as defined in the Contribution Agreement shall occur with respect Intermediate SPE, or (iv) Intermediate SPE shall for any reason cease to have the legal capacity to transfer, or otherwise be incapable of transferring, Receivables to Borrower under the Contribution Agreement; or

(t)    (x) The Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of Performance Guarantor, or Performance Guarantor shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations thereunder or (y) the Pledge Agreement or the Guaranty Agreement shall cease to be effective or to be the legally valid, binding and enforceable obligation of Intermediate SPE, or Intermediate SPE shall contest in any proceeding in any court or any mediation or arbitral proceeding such effectiveness, validity, binding nature or enforceability of its obligations under the Pledge Agreement or the Guaranty Agreement; or

(u)    This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Borrower, or any other AZZ Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or

(v)    (i) The Transfer Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Originator, or any other AZZ Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or (ii) the Contribution Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Intermediate SPE or any other AZZ Party shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability; or

(w)    The Administrative Agent (for the benefit of the Secured Parties) shall cease to have a valid and perfected first priority perfected security interest under all applicable laws, in (i) any material part of the Pool Receivables, the Related Security or Collections with respect thereto or (ii) any Collection Account, in each case, free and clear of any Adverse Claim; or

(x)    The Borrower and its assigns shall cease to have a valid and perfected first priority perfected Security Interest under all applicable laws, in any material portion of the Pool

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Receivables, the Related Security or Collections with respect thereto, free and clear of any Adverse Claim; or

(y)    An event has occurred and is continuing that could reasonably be expected to have a Material Adverse Effect; or

(z)    The IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any of the Pool Receivables or Related Security; or

(aa)    The PBGC shall file notice of a Lien pursuant to Section 303(k) or 4068 of ERISA with respect to any of the Pool Receivables or Related Security; or

(bb)    The occurrence of a Financial Covenant Breach.

Section 7.2    Remedies. Upon the occurrence and during the continuation of an Amortization Event, the Administrative Agent may, and upon the direction of any Lender, shall, upon notice to the Borrower, declare the Amortization Date to have occurred, whereupon the Commitments shall terminate and the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each AZZ Party; provided, however, that upon the occurrence of an Amortization Event described in Section 7.1(o), the Commitments shall automatically terminate and the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each AZZ Party. Additionally, on any day during the Liquidation Period, the Administrative Agent may, and upon the direction of any Lender, shall, take any of the following actions: (i) deliver the Notices of Exclusive Control, and (ii) notify Obligors of the Administrative Agent’s and Lenders’ interest in the Pool Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent and the Lenders otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC and all other applicable Laws, all of which rights shall be cumulative.

ARTICLE VIII.

INDEMNIFICATION

Section 8.1    Indemnities by Borrower.

(a)    Without limiting any other rights that the Administrative Agent or any of the Lenders may have hereunder or under applicable Law, Borrower hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, the Lenders and their respective successors, assigns, officers, directors, agents and employees (each of the foregoing, an “Indemnified Party”) from and against any and all damages, losses, claims, Taxes, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel in suits by parties to the Transaction Documents against one another and by third parties (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising directly and principally out of or as a result of this Agreement or the acquisition by the Administrative Agent or any Lender of an interest in the Receivables excluding, however, in all of the foregoing instances:

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(A)    Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence, willful misconduct or fraud on the part of the Indemnified Party seeking indemnification;

(B)    Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor; or

(C)    Taxes (which shall be governed by Sections 8.3 and 8.5) other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim;

provided, however, that nothing contained in this sentence shall limit the liability of Borrower or limit the recourse of the Administrative Agent or the Lenders to Borrower for amounts otherwise specifically provided to be paid by Borrower under the terms of the Transaction Documents. Without limiting the generality of the foregoing indemnification, Borrower shall indemnify the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to Borrower) directly and principally relating to or resulting from:

(i)    any representation or warranty made by Borrower under or in connection with this Agreement, any other Transaction Document or any other information or report required to be delivered by (or on behalf of) Borrower pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(ii)    the failure by Borrower to comply with any applicable Law with respect to any Receivable or Contract related thereto, or the failure of any Receivable or the related Contract to conform to any such applicable Law;

(iii)    any failure of Borrower to perform its duties, covenants or other obligations in accordance with the provisions of any Transaction Document to which it is a party;

(iv)    any environmental liability, products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v)    any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect to such Receivable;

(vi)    the commingling of Collections of Receivables at any time with other funds;

(vii)    any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Advance, the ownership of the Collateral or any other investigation,

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litigation or proceeding relating to any AZZ Party in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii)    any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix)    any claim brought by any Person other than an Indemnified Party arising from any activity by any AZZ Party in servicing, administering or collecting any Receivable;

(x)    (x) any failure of Intermediate SPE to acquire and maintain legal and equitable title to, and ownership of any Pool Receivable and the Related Rights and Collections with respect thereto from an Originator, free and clear of any Adverse Claim; or any failure of Intermediate SPE to give reasonably equivalent value to an Originator under the Transfer Agreement in consideration of the transfer by it of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action, or (y) any failure of Borrower to acquire and maintain legal and equitable title to, and ownership of any Pool Receivable and the Related Security and Collections with respect thereto from Intermediate SPE, free and clear of any Adverse Claim; or any failure of Borrower to give reasonably equivalent value to Intermediate SPE under the Contribution Agreement in consideration of the transfer by it of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xi)    any failure to vest and maintain vested in the Administrative Agent (for the benefit of the Secured Parties) a valid and perfected first priority perfected security interest under all applicable Laws in the Collateral, free and clear of any Adverse Claim;

(xii)    the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Collateral, whether on the date hereof or at any subsequent time;

(xiii)    the failure by any AZZ Party to pay when due any Taxes, including, without limitation, sales, excise or personal property taxes;

(xiv)    any action or omission by any AZZ Party which reduces or impairs the rights of the Administrative Agent or the Lenders with respect to any Collateral or the value of any Collateral;

(xv)    any attempt by any Person to void any Advance or the Security Interest in the Collateral granted hereunder, whether under statutory provision, common law or equitable action;

(xvi)    any civil penalty or fine assessed by OFAC or any other Governmental Authority administering any Anti-Corruption Law, Anti-Money Laundering Laws or Sanctions, incurred in connection with the Transaction Documents;

(xvii)    Collections of Receivables being initially deposited in any bank account other than a Collection Account; or

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(xviii)    the failure of any Receivable included in the calculation of the Borrowing Base as an Eligible Receivable to be an Eligible Receivable at the time so included.

Section 8.2    Indemnities by the Master Servicer.

(a)    Without limiting any other rights that the Administrative Agent or any Lender may have hereunder or under applicable law, the Master Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party from and against any and all damages, losses, claims, liabilities, costs, reasonable expenses and for all other amounts payable, including reasonable fees and disbursements of external counsel (all of the foregoing being collectively referred to as “Master Servicer Indemnified Amounts”) awarded against or incurred by any of them directly and principally arising out of or as a result of the Master Servicer’s failure to duly and punctually perform its obligations under this Agreement excluding, however, in all of the foregoing instances:

(A)    Master Servicer Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Master Servicer Indemnified Amounts resulted from gross negligence, willful misconduct or fraud on the part of the Indemnified Party seeking indemnification;

(B)    Master Servicer Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor; or

(C)    Taxes (which shall be governed by Sections 8.3 and 8.5) other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim;

provided, however, that nothing contained in this sentence shall limit the liability of the Master Servicer or limit the recourse of the Administrative Agent or the Lenders to the Master Servicer for Collections received by the Master Servicer and required to be remitted by it under the terms of this Agreement; and provided, further, in no event shall the Master Servicer have liability to the Administrative Agent or the Lenders for losses in respect of Receivables that are uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor. Without limiting the generality of the foregoing indemnification, the Master Servicer shall indemnify the Indemnified Parties for Master Servicer Indemnified Amounts (including, without limitation, losses in respect of uncollectible Receivables, regardless of whether reimbursement therefor would constitute recourse to the Master Servicer) relating to or resulting from:

(i)    any representation or warranty made by the Master Servicer under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by the Master Servicer pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(ii)    the failure by the Master Servicer to comply with any applicable Law with respect to the collection of any Receivable or Related Security, or the failure of any Receivable or Related Security to conform to any such applicable Law;

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(iii)    any failure of the Master Servicer to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv)    the commingling of Collections of Receivables or funds or other assets arising therefrom at any time with other funds;

(v)    any investigation, litigation or proceeding relating to the Master Servicer in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby, or by any other Transaction Document;

(vi)    any amounts payable by the Administrative Agent to any Collection Account Bank under the applicable Collection Account Control Agreement;

(vii)    Collections of Receivables being initially deposited in any bank account other than a Collection Account; or

(viii)    any action or omission by the Master Servicer relating to its obligations hereunder or under any other Transaction Document which reduces or impairs the rights of the Administrative Agent or the Lenders with respect to any Pool Receivable or the value of any such Pool Receivable.

(b)    Notwithstanding anything to the contrary in any Transaction Document, if the Borrower is required to make any payment on account of Taxes under Section 8.5, or on or in relation to any of the transactions contemplated hereunder or under the other Transaction Documents (including, without limitation, any Taxes imposed by any jurisdiction as a result of the Borrower having or being deemed to have a permanent establishment or other taxable presence (outside the United States) due to the activities of the Master Servicer, a Sub-Servicer or the Borrower in the jurisdiction imposing such Taxes), the Master Servicer undertakes in each case to promptly indemnify the Borrower against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.

Section 8.3    Increased Cost and Reduced Return.

(a)    If after the Closing Date, the Administrative Agent or any Lender shall be charged any fee, expense or increased cost on account of the adoption after the date hereof of any applicable Law, rule or regulation (including any applicable Law, rule or regulation regarding capital adequacy and any accounting principles) or any change after the date hereof in any applicable Law, rule or regulation, or any change after the date hereof in the interpretation or administration of any applicable Law, rule or regulation by the Financial Accounting Standards Board or any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (a “Regulatory Change”): (a) that subjects the Administrative Agent or any Lender to any Taxes—other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes—on its interest in the Collateral or its Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (b) that imposes, modifies or deems applicable any reserve, assessment, liquidity requirement, compulsory loan, insurance or other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the account of the Administrative Agent or a

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Lender, or credit extended or any commitments to extend credit by the Administrative Agent or any Lender pursuant to this Agreement or any other Transaction Document, or (c) that imposes any other condition the result of which is to increase the cost (other than Taxes) to the Administrative Agent or any Lender of performing its obligations under the Transaction Documents, or to reduce the rate of return on the Administrative Agent’s or any Lender’s capital as a consequence of its obligations under the Transaction Documents, or to reduce the amount of any sum received or receivable by the Administrative Agent or any Lender under any Transaction Document or to require any payment calculated by reference to the amount of interests in Collateral, then, upon demand by the Administrative Agent or such Lender, Borrower shall pay to the Administrative Agent or such Lender such amounts charged to such Person and such amounts to otherwise compensate such Person for such increased cost or such reduction; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act adopted on July 21, 2010 and all requests, rules, guidelines or directives thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. For the avoidance of doubt, payments under this Section 8.3 in respect of increased Taxes shall be without duplication of any Taxes payable pursuant to Section 8.5.

(b)    Delay in Requests. Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section 8.3 shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent or any Lender pursuant to this Section 8.3 for any increased costs incurred or reductions suffered more than nine months prior to the date that the Administrative Agent or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of the Administrative Agent’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

Section 8.4    Other Costs and Expenses. Borrower shall pay upon demand (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents (including amounts incurred by the Administrative Agent in connection with certificates, searches and reports ordered by the Administrative Agent with respect to the Loan Parties during the term of this Agreement) or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (b) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Transaction Documents, including its rights under this Section 8.4.

Section 8.5    Taxes.

(a)    Any and all payments by or on account of any obligation of Borrower under any Transaction Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of Borrower) requires the deduction or withholding of any Tax from any such payment by Borrower,

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Master Servicer or the Administrative Agent, then such Person shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 8.5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)    Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the written request of the applicable Recipient timely reimburse it for the payment of, any Other Taxes.

(c)    Borrower and Master Servicer shall indemnify each Recipient, on the first Monthly Payment Date which is at least forty-five (45) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 8.5) payable or paid by such Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto other than any penalties or interest resulting from the gross negligence or willful misconduct of such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Recipient will promptly notify Borrower of any event of which it has knowledge, which will entitle such Recipient to compensation pursuant to this Section 8.5; provided, however, that failure of any Recipient to demand indemnification for any Taxes shall not constitute a waiver of such right to indemnification. Any notice claiming indemnification under this Section 8.5 shall set forth in reasonable detail the additional amount or amounts to be paid to it hereunder and shall be conclusive in the absence of manifest error. Master Servicer shall indemnify each Recipient for any damages and losses from any breach of the covenants in Section 5.1(t) and for any failure of Borrower to make any payment required pursuant to this Section 8.5.

(d)    Each Recipient agrees that it will use reasonable efforts to reduce or eliminate any claim for indemnity pursuant to this Section 8.5, including, subject to applicable law, a change in the funding office of such Recipient; provided, however, that nothing contained herein shall obligate any Recipient to take any action that imposes on such Recipient any additional unreimbursed costs or imposes material legal or regulatory burdens, or that would otherwise be disadvantageous to such Recipient. Borrower hereby agrees to pay all reasonable costs and expenses incurred by a Recipient in connection with any such action.

(e)    If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 8.5 (including by the payment of additional amounts pursuant to this Section 8.5), it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made under this Section 8.5 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of such Recipient and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Borrower, upon the request of such Recipient, shall repay to such Recipient the amount paid over pursuant to this clause (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (e), in no event will the Recipient be required to pay any amount to Borrower pursuant to this clause (e) the payment of which would place the Recipient in a less favorable net after-Tax position than the Recipient would have been in if the Tax subject to indemnification and

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giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to Borrower or any other Person.

(f)    Each Lender shall deliver to Borrower, Master Servicer and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement and as otherwise prescribed by applicable law or reasonably requested by Borrower or the Administrative Agent, such valid, properly completed and duly executed forms, certificates and documentation (including, as applicable, IRS Form W-8ECI, W-8BEN-E, W-8IMY or W-9 or successor form of the foregoing), along with any applicable attachments (including, in case of a Person claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, a certificate reasonably satisfactory to Borrower to the effect that such Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower or any other AZZ Party within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code), prescribed by applicable law or reasonably requested by Borrower, Master Servicer or the Administrative Agent as will enable Borrower, Master Servicer or the Administrative Agent to determine whether or not such Lender is entitled to any exemption from or reduction in the rate of withholding. Without limiting the generality of the foregoing:

(i)    any Lender that is a U.S. Person shall deliver to the Borrower, Master Servicer and the Administrative Agent on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Master Servicer or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(ii)    any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower, Master Servicer and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, Master Servicer or the Administrative Agent), whichever of the following is applicable:

(A)    in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(B)    executed copies of IRS Form W-8ECI;

(C)    in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate reasonably satisfactory to Borrower to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower or any other AZZ Party within the meaning of Section 881(c)(3)(B) of the Code,

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or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E; or

(D)    to the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower, Master Servicer and Administrative Agent, in writing of its legal inability to do so. Each Lender shall replace or update such forms when necessary to maintain any applicable exemption or reduction (if applicable) and as requested by the Administrative Agent or Borrower, as applicable.

(g)    Each Lender agrees to indemnify the Administrative Agent for and hold the Administrative Agent harmless from (i) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (ii) any Taxes relating to payments by Borrower to such Lender or such indemnitee arising from such Lender’s failure to comply with Section 8.5(f) or with the provisions of Section 10.6(a) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case together with any reasonable expenses arising therefrom or with respect thereto, regardless of whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Any notice claiming indemnification under this Section 8.5(g) shall set forth in reasonable detail the additional amount or amounts to be paid to it hereunder and shall be conclusive in the absence of manifest error. Each Lender hereby authorizes the Administrative Agent to set off any apply any and all amounts at any time owing to such Lender hereunder or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 8.5(g).

(h)    If a payment made to any Recipient or any Lender hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such payee were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such payee shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with its obligations under FATCA and to determine that such payee has complied with such payee’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (h), the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower, Master Servicer and Administrative Agent, in writing of its legal inability to do so.

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ARTICLE IX.

THE ADMINISTRATIVE AGENT

Section 9.1    Appointment.

(a)    Each Lender hereby irrevocably designates and appoints Wells, as Administrative Agent hereunder, and authorizes the Administrative Agent to take such action on its behalf under the provisions of the Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Administrative Agent shall be read into this Agreement or otherwise exist against the Administrative Agent.

(b)    The provisions of this Article IX are solely for the benefit of the Administrative Agent and the Lenders, and the Loan Parties shall not have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article IX (other than as provided in Section 9.9), except that this Article IX shall not affect any obligations which the Administrative Agent or any Lender may have to any of the Loan Parties under the other provisions of this Agreement.

(c)    In performing its functions and duties hereunder, the Administrative Agent shall act solely as the Administrative Agent of the Lenders and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any of the Loan Parties or any of their respective successors and assigns.

Section 9.2    Delegation of Duties. The Administrative Agent may execute any of its duties under the applicable Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

Section 9.3    Exculpatory Provisions. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them or any Person described in Section 9.2 under or in connection with the Transaction Documents (except for its, their or such Person’s own gross negligence, fraud or willful misconduct), or (ii) responsible in any manner to any of the Lenders or other agents for any recitals, statements, representations or warranties made by Borrower contained in any Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, any Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of either of the Loan Parties to perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered to the Administrative Agent. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, any Transaction Document, or to inspect the properties, books or records

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of Loan Parties. This Section 9.3 is intended solely to govern the relationship between the Administrative Agent, on the one hand, and the Lenders, on the other.

Section 9.4    Reliance by the Administrative Agent and the Lenders.

(a)    Each of the Administrative Agent and the Lenders shall in all cases be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, facsimile, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Loan Parties), independent accountants and other experts selected by the Administrative Agent or such Lender. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the Required Lenders.

(b)    Any action taken by the Administrative Agent in accordance with Section 9.4(a) shall be binding upon all Lenders.

Section 9.5    Notice of Amortization Events. The Administrative Agent and the Lenders shall not be deemed to have knowledge or notice of the occurrence of any Amortization Event or Potential Amortization Event unless it has received notice from another party referring to this Agreement, stating that an Amortization Event or Potential Amortization Event has occurred hereunder and describing such Amortization Event or Potential Amortization Event. In the event that the Administrative Agent or one of the Lenders receives such a notice, it shall promptly give notice thereof to the other Lenders. The Administrative Agent shall take such action with respect to such Amortization Event or Potential Amortization Event as shall be directed by any of the Lenders.

Section 9.6    Non-Reliance on the Administrative Agent or Other Lender. Each of the Lenders expressly acknowledges that the Administrative Agent, the other Lenders, and the respective officers, directors, employees, agents, attorneys-in-fact or affiliates of any of the foregoing has made no representations or warranties to it and that no act by the Administrative Agent or the other Lenders hereafter taken, including, without limitation, any review of the affairs of Loan Parties, shall be deemed to constitute any representation or warranty by the Administrative Agent or such other Lenders. Each of the Lenders also represents and warrants to the Administrative Agent and the other Lenders that it has, independently and without reliance upon any such Person (or any of their Affiliates) and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, prospects, financial and other conditions and creditworthiness of Loan Parties and made its own decision to enter into this Agreement. Each of the Lenders also represents that it will, independently and without reliance upon any of the Administrative Agent or the other Lenders, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, prospects, financial and other condition and creditworthiness of Loan Parties. The Administrative Agent, the Lenders and the respective Affiliates of the foregoing, shall have no duty or responsibility to provide any party to this Agreement with any credit or other information concerning the business, operations, property, prospects, financial and other condition or creditworthiness of Loan Parties which may come into the possession of such Person or any of its respective officers, directors, managers, employees, agents, attorneys-in-fact or affiliates.

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Section 9.7    Indemnification of the Administrative Agent. The Lenders severally agree to indemnify the Administrative Agent and its officers, directors, employees, representatives and agents (to the extent not reimbursed by Loan Parties and without limiting the obligation of Loan Parties to do so), ratably in accordance with their respective Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Administrative Agent acts in its capacity as Administrative Agent, or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrative Agent or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereunder or the execution, delivery or performance of this Agreement or any other document furnished in connection herewith (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the gross negligence, fraud or willful misconduct of the Administrative Agent or such Person, as the case may be, as finally determined by a court of competent jurisdiction).

Section 9.8    Administrative Agent in Its Individual Capacity. The Administrative Agent in its individual capacity and the affiliates thereof may make loans to, accept deposits from and generally engage in any kind of business with Loan Parties and their Affiliates as though the Administrative Agent were not the Administrative Agent hereunder. With respect to its Loans, if any, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not one of the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

Section 9.9    Successor Administrative Agent.

(a)    The Administrative Agent may at any time give written notice of its resignation to the Lenders and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with, so long as no Amortization Event has occurred and is continuing, the consent of Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Closing Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Closing Date. Upon resignation or replacement of any Administrative Agent in accordance with this Section 9.9, the retiring Administrative Agent shall execute or authorize the filing of such UCC-3 assignments and amendments, and assignments and amendments of the Transaction Documents, as may be necessary to give effect to its replacement by a successor Administrative Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of Article VIII and this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

(b)    If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by written notice to Borrower and such Person remove such Person as Administrative Agent and, in

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consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after delivery of such notice (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Closing Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Closing Date.

(c)    With effect from the Resignation Closing Date or the Removal Closing Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Transaction Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Closing Date or the Removal Closing Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Transaction Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Transaction Documents, the provisions of this Article IX and Section 9.7 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

Section 9.10    UCC Filings. Each of the Lenders hereby expressly recognizes and agrees that the Administrative Agent may be designated as the secured party of record on the various UCC filings required to be made under this Agreement and the Pledge Agreement and the party entitled to amend, release and terminate the UCC filings under the Transfer Agreement and the Contribution Agreement in order to perfect their respective interests in the Receivables, Collections and Related Security, that such designation shall be for administrative convenience only in creating a record or nominee holder to take certain actions hereunder on behalf of the Lenders and that such listing will not affect in any way the status of the Lenders as the true parties in interest with respect to the Collateral. In addition, such listing shall impose no duties on the Administrative Agent other than those expressly and specifically undertaken in accordance with this Article IX.

Section 9.11    Certain ERISA Matters.

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other AZZ Party, that at least one of the following is and will be true:

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(i)    such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement;

(ii)    the prohibited transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement; or

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)    In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other AZZ Party, that none of the Administrative Agent and its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any other Transaction Document or any documents related hereto or thereto).

ARTICLE X.

ASSIGNMENTS; PARTICIPATIONS

Section 10.1    Assignments and Transfer of Commitments. Each Lender shall have the right at any time or times to assign or transfer to an Eligible Assignee, without recourse, all or a portion of (a)

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that Lender’s Commitment, and (b) all Loans made by that Lender; provided, however, in each such case, that the transferor and the transferee shall have complied with the following requirements:

(a)    Prior Consent of Administrative Agent. No transfer may be consummated pursuant to this Section 10.1 without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned;

(b)    Prior Consent of Borrower. No transfer may be consummated pursuant to this Section 10.1 without the prior written consent of Borrower (other than (i) a transfer by any Lender to another Lender (other than an Impacted Lender), (ii) a transfer by any Lender to any Affiliate of a Lender (other than an Affiliate of a Lender that would be an Impacted Lender on the date of such transfer) or (iii) a transfer occurring during the existence of an Amortization Event), which consent of Borrower shall not be unreasonably withheld, delayed or conditioned;

(c)    Minimum Amount. No transfer may be consummated pursuant to this Section 10.1 (other than a transfer to a Lender or an Affiliate of a Lender) in an aggregate amount less than (a) Five Million and 00/100 U.S. Dollars ($5,000,000.00) or (b) if such Lender’s Commitment is at any time less than Five Million and 00/100 U.S. Dollars ($5,000,000.00), the entire amount of such Lender’s Commitment; and

(d)    Agreement; Transfer Fee. Unless the transfer shall be to an Affiliate of the transferor or the transfer shall be due to merger of the transferor or for regulatory purposes, the transferor (A) shall remit to the Administrative Agent, for its own account, an administrative fee of Three Thousand, Five Hundred and 00/100 U.S. Dollars ($3,500.00) and (B) shall cause the transferee to execute and deliver to Borrower, the Administrative Agent and each Lender (1) an Assignment Agreement, in the form of Exhibit VI attached hereto and made a part hereof (an “Assignment Agreement”) together with the consents thereto in writing, and (2) such additional amendments, assurances and other writings as the Administrative Agent may reasonably require.

(e)    Upon satisfaction of the requirements of this Section 10.1, including the payment of the fee and the delivery of the documents set forth above, (A) the transferee shall become and thereafter be deemed to be a “Lender” for the purposes of this Agreement, (B) if the transferor transfers all of its interest, the transferor shall cease to be and thereafter shall no longer be deemed to be a “Lender” and shall have no further rights or obligations under or in connection herewith, and (C) the signature pages hereof and Schedule A hereto shall be automatically amended, without further action, to reflect the result of any such transfer.

Section 10.2    The Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain in one of its offices in the United States a copy of each Assignment Agreement delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment, Percentage, and Principal amount (and stated interest) of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, with respect to such information, and Borrower, the Administrative Agent and the Lenders shall treat each financial institution whose name is recorded in the Register pursuant to the terms hereof as the owner of the Loan recorded therein for all purposes of this Agreement. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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Section 10.3    Certain Representations and Warranties; Limitations; Covenants. By executing and delivering an Assignment Agreement, the parties to the assignment thereunder confirm to and agree with each other and the other parties hereto as follows:

(a)    Other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the assigning Lender makes no representation and warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto;

(b)    The assigning Lender makes no representation or warranty and assumes no responsibility of the financial condition of any AZZ Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of Borrower to the Lenders, or the performance or observance by any AZZ Party or any other Person primarily or secondarily liable in respect of any of the Indebtedness of Borrower to the Lenders or any of their obligations under this Agreement or any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto;

(c)    Such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment Agreement;

(d)    Such assignee will, independently and without reliance upon the assigning Lender, the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;

(e)    Such assignee represents and warrants that it is an Eligible Assignee;

(f)    Such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto;

(g)    Such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender; and

(h)    Such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement.

Section 10.4    No Assignment to Borrower. No such assignment shall be made to Borrower, any other AZZ Party or any of their respective Affiliates.

Section 10.5    No Assignment to Natural Persons. No such assignment shall be made to a natural Person.

Section 10.6    Participations. Each Lender shall have the right at any time or times, without the consent of any other party, to sell one or more participations or sub-participations to one or more

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financial institutions or any Affiliate of such Lender, in all or any part of that Lender’s Commitment and any Loan made by that Lender.

(a)    Rights Reserved. In the event any Lender shall sell any participation or sub-participation, that Lender shall, as between itself and the purchaser, retain all of its rights (including, without limitation, rights to enforce against the Loan Parties the Transaction Documents and any and all other documents in connection therewith) and duties pursuant to the Transaction Documents and any and all other documents in connection therewith, including, without limitation, that Lender’s right to approve any waiver, consent or amendment pursuant to Section 12.1; provided, however, that (a) any such participation shall be in a minimum amount of Five Million and 00/100 U.S. Dollars ($5,000,000.00) and (b) the holder of any such participation shall not be entitled to require such Lender to take any action hereunder except action directly affecting (i) any reduction in the principal amount or an interest rate on any Loan in which such holder participates; (ii) any extension of the Contractual Maturity Date or the date fixed for any payment of Interest or Principal payable with respect to any Loan in which such holder participates; and (iii) any reduction in the amount of any Fees payable under the Fee Letter with respect to any Loan in which such holder participates. Borrower hereby acknowledges and agrees that the participant under each participation (the “Participant”) shall for purposes of Sections 8.3, 8.4 and 8.5 be considered to be a “Lender”. Except as otherwise set forth herein, no participant shall have any rights or obligations hereunder, and the Loan Parties and the Administrative Agent shall continue to deal solely and directly with the Lenders in connection with the Lenders’ Commitments, rights and obligations under this Agreement and such Lenders shall remain solely responsible for the performance of such Commitments and obligations. Borrower agrees that each Participant shall be entitled to the benefits of Section 8.5 (subject to the requirements and limitations therein, including the requirements under Sections 8.5(f), 8.5(g) and 8.5(h) (it being understood that the documentation required under Sections 8.5(f), 8.5(g) and 8.5(h) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.1; provided that such Participant (A) agrees to be subject to the provisions of Section 8.5(d) as if it were an assignee under Section 10.1; and (B) shall not be entitled to receive any greater payment under Section 8.3 or 8.5, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Regulatory Change that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Transaction Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(b)    No Delegation. No participation shall operate as a delegation of any duty of the seller thereof. Under no circumstances shall any participation be deemed a novation in respect of all or any part of the seller’s obligations pursuant to this Agreement.

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Section 10.7    Pledge by Lenders. Notwithstanding any other provision of this Article X, any Lender may at any time pledge all or any portion of its interest and rights under the Transaction Documents to any of the federal reserve banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Transaction Documents.

ARTICLE XI.

GRANT OF SECURITY INTEREST

Section 11.1    Grant of Security Interest. In addition to the interests which the Lenders may from time to time acquire pursuant hereto, Borrower hereby grants to the Administrative Agent for the ratable benefit of the Secured Parties, a continuing Security Interest in all of Borrower’s right, title and interest in, to and under all Pool Receivables now existing or hereafter arising, all Related Security, all Collections and other rights and payments relating to such Pool Receivables and Related Security and each Lock-Box and each Collection Account, in each case, whether now existing or hereafter arising, and all proceeds of any of the foregoing (collectively, the “Collateral”), to secure the prompt and complete payment of the Borrower Obligations and the performance of all of Borrower’s obligations under the Transaction Documents. The Administrative Agent is hereby authorized to file a financing statement naming Borrower as the debtor and describing the collateral covered thereby as “all assets and the proceeds thereof, whether now existing or hereafter arising” or words of similar effect. The Administrative Agent, for the benefit of the Secured Parties, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

ARTICLE XII.

MISCELLANEOUS

Section 12.1    Waivers and Amendments.

(a)    No failure or delay on the part of the Administrative Agent or any of the Lenders in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)    No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 12.1(b). This Agreement and the provisions hereof may only be amended, supplemented, modified or waived in a writing signed by Borrower, the Master Servicer, the Administrative Agent and the Required Lenders.

(c)    Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the

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consent of such Lender, and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Section 12.2    Notices. Except as provided in this Section 12.2, all communications and notices provided for hereunder shall be in writing (including email, bank wire, facsimile or electronic transmission or similar writing) and shall be given to the other parties hereto at their respective addresses, facsimile numbers or email addresses set forth on Schedule 12.2 hereto or at such other address, facsimile number or email address as such Person may hereafter specify in writing for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by facsimile or email, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 12.2.

Section 12.3    Setoff; Ratable Payments.

(a)    If an Amortization Event shall have occurred and be continuing, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of Borrower against any and all of the obligations of Borrower now or hereafter existing under this Agreement or any other Transaction Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Transaction Document and although such obligations of Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Aggregate Unpaids owing to such Defaulting Lender as to which it exercised such right of setoff.

(b)    If an Amortization Event shall have occurred and be continuing, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Master Servicer against any and all of the obligations of the Master Servicer (but not, for the avoidance of doubt, obligations of the Borrower) now or hereafter existing under this Agreement or any other Transaction Document to such Lender or its respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Transaction Document and although such obligations of the Master Servicer may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 1.8 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed

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held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Aggregate Unpaids owing to such Defaulting Lender as to which it exercised such right of setoff.

(c)    The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify Borrower, Master Servicer and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. The provisions of this Section 12.3 shall not be construed to apply to any payment made by Borrower or Master Servicer pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender).

(d)    If any Lender, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Lender (other than payments received pursuant to Section 8.3 or Section 1.9) in a greater proportion than that received by any other Lender entitled to receive a ratable share of such Aggregate Unpaids, such Lender agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 12.4    Intended Tax Characterization. The parties hereto intend and agree that, for the purposes of all Taxes, each Advance constitutes debt that is secured by the Pool Receivables, all Related Security and all Collections with respect thereto (the “Intended Tax Characterization”). The parties hereto agree to report and otherwise to act for the purposes of all Taxes in a manner consistent with the Intended Tax Characterization.

Section 12.5    Protection of Ownership and Security Interests.

(a)    Borrower agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all reasonable actions, that may be reasonably necessary or desirable, or that the Administrative Agent may reasonably request, to further perfect, protect or more fully evidence the Administrative Agent’s Security Interest (on behalf of the Secured Parties) in the Collateral, or to enable the Administrative Agent or the Lenders to exercise and enforce their rights and remedies hereunder. At any time after the occurrence and during the continuance of an Amortization Event, the Administrative Agent may direct Borrower or the Master Servicer to notify the Obligors of Receivables, at Borrower’s expense, of the ownership or Security Interests of the Administrative Agent (on behalf of the Secured Parties) in such Receivables (and any Related Security with respect thereto) under this Agreement, and if such notification is not made within five (5) days after the Administrative Agent has so directed Borrower and the Master Servicer, the Administrative Agent may make such notification. Borrower or the Master Servicer (as applicable) shall, at the Administrative Agent’s or any Lender’s request, withhold the identity of the Administrative Agent and the Lenders in any such notification.

(b)    If the Borrower or Master Servicer fails to perform any of its obligations hereunder, the Administrative Agent may (but shall not be required to) perform, or cause performance

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of, such obligations, and the Administrative Agent’s costs and expenses incurred in connection therewith shall be payable by Borrower as provided in Section 8.4.

Section 12.6    Confidentiality.

(a)    General. Except as provided below, the Administrative Agent and each Lender agree to keep confidential all information received from any Loan Party or any Originator (whether directly or through the Administrative Agent) relating to any Loan Party or any Originator or their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by any Loan Party or any Originator (provided that, in the case of information received from any Loan Party or any Originator after the Closing Date, such information is clearly identified at the time of delivery as confidential), and to use such information only in connection with this Agreement and for the purposes contemplated hereby. The Administrative Agent and each Lender shall be permitted to disclose such information (i) to its Affiliates and its and its Affiliates respective partners, directors, trustees, officers, employees, agents, advisors (including accountants, legal counsel and other advisors) and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) to assignees and Participants as contemplated by Section 10.6, and prospective assignees and participants, subject to the agreement of such Persons to maintain the confidentiality of such information in accordance with the terms hereof, (iii) to the extent requested by any bank regulatory authority or, with notice to the applicable AZZ Party (to the extent not prohibited by Law), as otherwise required by applicable Law or by any subpoena or similar legal process, or in connection with any investigation or proceeding arising out of the transactions contemplated by this Agreement or the other Transaction Documents, (iv) in connection with the exercise of any remedies hereunder or under any other Transaction Document or any action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (v) if it becomes publicly available other than as a result of a breach of this Agreement or becomes available from a source not known to be subject to confidentiality restrictions, (vi) to any other party to this Agreement, or (vii) if the applicable AZZ Party shall have consented, in writing, to such disclosure. Notwithstanding anything herein to the contrary, the information subject to this Section 12.6 shall not include, and the Administrative Agent and the Lenders may disclose without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent or such Lender relating to such Tax treatment and Tax structure; provided that with respect to any document or similar item that in either case contains information concerning the Tax treatment or Tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the Tax treatment or Tax structure of the Loans and transactions contemplated hereby.

(b)    Sharing Information With Affiliates of the Lenders. The Loan Parties acknowledge that from time to time financial advisory, investment banking and other services may be offered or provided to the Loan Parties or one or more of its Affiliates (in connection with this Agreement or otherwise) by the Administrative Agent, a Lender or by one or more Subsidiaries or Affiliates thereof and each AZZ Party hereby authorizes the Administrative Agent and the Lenders to share any information delivered to the Administrative Agent or such Lender by any AZZ Party pursuant to this Agreement, or in connection with the decision of any Lender to enter into this Agreement, to any such Subsidiary or Affiliate of the Administrative Agent or such Lender, it being understood that any such Subsidiary or Affiliate of such Person receiving such information shall be bound by the provisions of

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this Section 12.6 as if it were a Lender hereunder. Such authorization shall survive the repayment of the Loans and termination of the Commitments.

Section 12.7    CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO) EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE ADMINISTRATIVE AGENT’S SECURITY INTEREST IN THE COLLATERAL OR REMEDIES HEREUNDER IN RESPECT THEREOF ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 12.8    CONSENT TO JURISDICTION. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO BRING PROCEEDINGS AGAINST ANY AZZ PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY AZZ PARTY AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH AZZ PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

Section 12.9    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY AZZ PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 12.10    Integration; Binding Effect; Survival of Terms.

(a)    This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)    This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) the indemnification and payment provisions of Article VIII, (ii) Sections 12.6 through and including 12.9 and (iii) Sections 9.7 and 12.13, shall be continuing and shall survive any termination of this Agreement.

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Section 12.11    Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. To the fullest extent permitted by applicable law, delivery of an executed counterpart of a signature page of this Agreement by telefacsimile or electronic image scan transmission (such as a “pdf” file) will be effective to the same extent as delivery of a manually executed original counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,”“Section,”“Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

Section 12.12    Mutual Negotiations. This Agreement and the other Transaction Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

Section 12.13    Bankruptcy Petition. Master Servicer hereby covenants and agrees that, prior to the date that is one (1) year and one (1) day after the date after the Final Payout Date, it will not institute against, or join any other Person in instituting against, Borrower any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the Laws of the United States or any state of the United States.

Section 12.14    USA PATRIOT Act; Anti-Money Laundering Laws. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act or any other Anti-Money Laundering Laws, each of them is required to obtain, verify and record information that identifies each AZZ Party, which information includes the name and address of each AZZ Party and other information that will allow such Lender to identify each AZZ Party in accordance with the PATRIOT Act or such Anti-Money Laundering Laws.

Section 12.15    Erroneous Payments.

(a)    Each Lender, each other Secured Party and any other party hereto hereby severally agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or any other Secured Party (or the Lender Affiliate of a Secured Party) or any other Person that has received funds from the Administrative Agent or any of its Affiliates, either for its own account or on behalf of a Lender or other Secured Party (each such recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly

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received by, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 12.15(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b)    Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.

(c)    In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(d)    In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Commitments) with respect to which such Erroneous Payment was made to the Administrative Agent or, at the option of the Administrative Agent, the Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent

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or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending affiliate as the assignee of such Erroneous Payment Deficiency Assignment. The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Article X and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action by any other Person.

(e)    Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent under this Section 12.15 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Borrower Obligations owed by the Borrower or any other AZZ Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other AZZ Party for the purpose of making a payment on the Borrower Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Borrower Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

(f)    Each party’s obligations under this Section 12.15 shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Borrower Obligations (or any portion thereof) under any Transaction Document.

(g)    Nothing in this Section 12.15 will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.

Section 12.16    Acknowledgement Regarding Any Supported QFCs. To the extent that the Transaction Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and, each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Transaction Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such

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Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Transaction Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Transaction Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)    As used in this Section 12.16, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)    a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

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Section 12.17    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)    the effects of any Bail-In Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

[Signature pages to follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

AZZ SPE-1 LLC, as Borrower

By: /s/ Tara D. Mackey                

Name: Tara D. Mackey

Title:     Secretary

ARBOR-CROWLEY, LLC, as the Master Servicer

By: /s/ Tara D. Mackey                

Name: Tara D. Mackey

Title:    Secretary

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Credit and Security Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

By: /s/ Brian Gallagher            

Name: Brian Gallagher

Title:     Executive Director

S-2

Credit and Security Agreement

EXHIBIT I

DEFINITIONS

Capitalized terms used and not otherwise defined in this Agreement, are used with the meanings attributed thereto in the Transfer Agreement or the Contribution Agreement.

Except as otherwise specified in this Agreement, all references in this Agreement (i) to any Person (other than Borrower) shall be deemed to include such Person’s successors and assigns,and (ii) to any law, agreement, statute or contract specifically defined or referred to in this Agreement shall be deemed references to such law, agreement, statute or contract as the same may be supplemented, amended, restated, waived, consolidated, replaced or modified from time to time, but only to the extent permitted by, and effected in accordance with, the terms thereof. The words “herein,”“hereof” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any provision of this Agreement, and references to “Article,”“Section,”“paragraph,”“Exhibit,”“Schedule” and “Appendix” are references to this Agreement unless otherwise specified. Whenever the context so requires, words importing any gender include the other gender. Any of the defined terms may, unless the context otherwise requires, be used in the singular or the plural depending on the reference; the singular includes the plural and the plural includes the singular. The word “or” shall not be exclusive.

All accounting terms not otherwise defined in this Agreement shall have the meanings assigned them in conformity with GAAP. All terms used in Article 9 of the UCC and not specifically defined in this Agreement shall be defined herein and in the Transaction Documents as such terms are defined in the UCC as in effect in the State of New York. Each reference to this Agreement, any other Transaction Document, or any other agreement shall be a reference to such agreement together with all exhibits, schedules, attachments and appendices thereto, in each case as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof. References to “writing” include facsimile, printing, typing, lithography and other means of reproducing words in a tangible visible form including computer-generated information accessible in tangible visible form. References to “written” include faxed, printed, typed, lithographed and other means of reproducing words or symbols in a tangible visible form consistent with the preceding sentence. The words “including,”“includes” and “include” shall be deemed to be followed by the words “without limitation”.

Unless otherwise expressly provided herein, any period of time ending on a day which is not a Business Day shall end on the next succeeding Business Day. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

For purposes of this Agreement, any Amortization Event or Master Servicer Termination Event shall be deemed to be continuing until it is waived in accordance with Section 12.1, and any Termination Event shall be deemed to be continuing until it is waived in accordance with Section 10.1 of the Transfer Agreement or Section 10.1 of the Contribution Agreement, as applicable.

In addition, as used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

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“AC” has the meaning set forth in the preamble to this Agreement.

“Adjusted Net Receivables Pool Balance” means, at any time, (a) the Net Receivables Pool Balance at such time, minus (b) the total amount of Contractual Dilution accrued with respect to the Eligible Receivables at such time.

“Administrative Agent” has the meaning set forth in the preamble to this Agreement.

“Administrative Agent’s Account” means Wells’ account no. 37235547964506692, at Wells Fargo Bank, National Association, 420 Montgomery Street, San Francisco, CA, ABA No. 121-000-248, Reference: AZZ SPE-1 LLC or any other account or accounts as the Administrative Agent may indicate in writing to Borrower and the Master Servicer from time to time.

“Advance” means an Incremental Advance or a Release.

“Adverse Claim” means any claim of ownership or any Lien; it being understood that any Permitted Lien shall not constitute an Adverse Claim.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly controls, is controlled by or is under common control with such Person. The term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Commitment” means, on any date of determination, the aggregate of all Lenders’ Commitments.

“Aggregate Principal” means, on any date of determination, the aggregate amount of Principal of all Incremental Advances outstanding on such date.

“Aggregate Reduction” has the meaning specified in Section 1.3(b).

“Aggregate Unpaids” means, at any time, the sum of the Aggregate Principal and all Required Amounts.

“Agreement” means this Credit and Security Agreement, as it may be amended, restated, supplemented or otherwise modified and in effect from time to time.

“Alternate Base Rate” means, for any day, a rate per annum equal to the highest as of such day of (i) the Prime Rate, (ii) one-half of one percent (0.50%) above the Federal Funds Rate or (iii) one percent (1.00%) above Daily One Month Term SOFR; each change in the Alternate Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Daily One Month Term SOFR, as applicable (provided that clause (iii) shall not be applicable during any period in which Daily One Month Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Alternate Base Rate be less than 0.00%. For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate, the Federal Funds Rate or Daily One Month Term SOFR shall be effective on the date of each such change.

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“Amortization Date” means the earliest to occur of (a) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 7.1(o), (b) the Business Day specified in a written notice from the Administrative Agent following the occurrence and during continuation of any other Amortization Event, and (c) the date which is five (5) Business Days after the Administrative Agent’s receipt of written notice from Borrower that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning specified in Section 7.1.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules related to terrorism financing, money laundering, any predicate crime to money laundering or any financial record keeping, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Margin” has the meaning set forth in the Fee Letter.

“Assignment Agreement” has the meaning set forth in Section 10.1(d).

“Available Tenor”means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of a Calculation Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Calculation Period” pursuant to Section 1.7(c)(iv).

“Average Dilution Ratio” means, at any time, the rolling average of the Dilution Ratio for the 12 Fiscal Months then most recently ended.

“AZZ” means AZZ Inc., a Texas corporation.

“AZZ Parties” means (a) Borrower, (b) Intermediate SPE, (c) Master Servicer, (d) each Sub-Servicer that is an Affiliate of AZZ, (e) each Originator and (f) the Performance Guarantor.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other

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law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Benchmark”means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.7(c)(i).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then current Benchmark, the sum of: (A) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (B) the related Benchmark Replacement Adjustment;

provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such

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component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

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“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 1.7(c) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 1.7(c).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 CFR § 1010.230.

“Benefit Plan”shall mean any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrower Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to Administrative Agent, any Lender and/or any Indemnified Party, arising under or in connection with this Agreement or any other Transaction Document, and shall include, without limitation, the Aggregate Principal outstanding hereunder, all Interest, fees and all other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including interest, fees and other obligations that accrue after the commencement of any Event of Bankruptcy with respect to the Borrower (in each case whether or not allowed as a claim in such proceeding).

“Borrowing Availability” means, on any Business Day, after giving prospective effect to a contemplated Advance, that the Aggregate Principal outstanding hereunder will be less than the lesser of (a) the Facility Limit and (b) the Borrowing Base as of such day.

“Borrowing Base” means, on any date of determination, the Adjusted Net Receivables Pool Balance minus the Required Reserve.

“Borrowing Date” means the Business Day on which any Incremental Advance or Release occurs.

“Borrowing Notice” has the meaning set forth in Section 1.2(a).

“Business Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in New York, New York, Atlanta, Georgia or in any location where a Collection Account is maintained; provided that, when used in relation to an Advance accruing interest at Daily One Month Term SOFR or in the calculation or computation of Daily One Month Term SOFR, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day.

“Calculation Period” means a calendar month.

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“Capital Stock” means, with respect to any Person, all shares, interests, including membership interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations, warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests) or any other equivalent of such ownership interest.

“Change of Control” means the occurrence of any of the following:

(i)    Intermediate SPE shall cease to own, directly, one hundred percent (100%) of the issued and outstanding Capital Stock and all other equity interests of the Borrower free and clear of any Adverse Claim;

(ii)    The Originators, collectively, shall cease to own, directly, one hundred percent (100%) of the issued and outstanding Capital Stock and all other equity interests of Intermediate SPE free and clear of any Adverse Claim or any Originator shall cease to own, directly, a portion of the issued and outstanding Capital Stock and other equity interests of Intermediate SPE free and clear of any Adverse Claim;

(iii)    Performance Guarantor shall cease to own, directly or indirectly, one hundred percent (100%) of the issued and outstanding Capital Stock and all other equity interests of the Borrower, Intermediate SPE, any Originator or the Master Servicer;

(iv)    Performance Guarantor, any Originator or Master Servicer shall, directly or indirectly, sell, transfer, assign, convey or lease whether in one or a series of transactions, all or substantially all of its assets (other than in accordance with the Transaction Documents); or

(v)    a “Change of Control” (or similar event) shall occur under the Credit Agreement (as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof unless otherwise agreed to in writing by the Administrative Agent in its sole discretion).

“Charged-Off Receivable” means a Receivable: (a) as to which the Master Servicer has received notice or a Responsible Officer is otherwise aware that the Obligor thereof has taken any action, or suffered any event to occur, of the type described in the definition of “Event of Bankruptcy”; (b) which, consistent with the Credit and Collection Policy, would be written off the Master Servicer’s books as uncollectible; or (c) which has been identified by the Master Servicer as uncollectible.

“Closing Date” means July 10, 2025.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning specified in Section 11.1.

“Collection Account” means each account listed on Exhibit IV hereto (in each case, in the name of the Borrower) and maintained at a bank or other financial institution acting as a Collection

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Account Bank pursuant to a Collection Account Control Agreement for the purpose of receiving Collections.

“Collection Account Bank” means, at any time, any bank at which a Collection Account or Lock-Box is maintained.

“Collection Account Control Agreement” means an agreement, in form reasonably acceptable to the Administrative Agent, in which a Collection Account Bank agrees to take instructions from the Administrative Agent, either directly or as assignee of Borrower, with respect to the disposition of funds in a Collection Account without further consent of any applicable AZZ Party; provided, however, that any such agreement shall allow an AZZ Party to give instructions with respect to such Collection Account prior to delivery of a Notice of Exclusive Control.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable, including all cash payments received by the Borrower under Section 3.2(c) of the Contribution Agreement.

“Commitment” means, for each Lender, the commitment of such Lender to make Loans to Borrower from time to time, in an amount not to exceed (a) in the aggregate, the amount set forth opposite such Lender’s name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof and (b) with respect to any individual Incremental Advance hereunder, such Lender’s Percentage of the aggregate Principal of the requested Incremental Advance.

“Concentration Percentage” means, at any time, (a) with respect to any single Special Obligor and its Affiliates (if any) or any group of Special Obligors and their respective Affiliates (if any), as applicable, the “Concentration Percentage” set forth opposite such Special Obligor or group of Special Obligors, as applicable, in the definition of “Special Obligor” hereunder and (b) with respect any single Obligor (other than a Special Obligor) and its Affiliates (if any) (or group of Obligors (other than a group of Special Obligors) and their respective Affiliates (if any) to the extent set forth below), the applicable concentration percentage appearing opposite such Obligor’s applicable rating on the table below:

S&P Short-Term Rating/ Long-Term Rating	Moody’s Short-Term Rating/ Long-Term Rating	Concentration Percentage
A-1 / A+ or higher	P-1 / A1 or higher	20.00%
A-2 / BBB+ or higher (but below A-1 / A+)	P-2 / Baa1 or higher (but below P-1 / A1)	14.00%
A-3 / BBB- or higher (but below A-2 / BBB+)	P-3 / Baa3 or higher (but below P-2 / Baa1)	7.00%
Below A-3 / BBB- or Not Rated by S&P	Below P-3 / Baa3 or Not Rated by Moody’s	14.00% in the aggregate for the top four (determined by aggregate Outstanding Balance of Eligible Receivables) Non-Rated Obligors and their respective Affiliates considered collectively (the “Top Four Non-Rated Obligors”), and otherwise 3.50%

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; provided, however, that:

    (i)    if such Obligor has a short-term unsecured debt rating (A) from both Moody’s and S&P, such Obligor’s “Concentration Percentage” shall be determined based on the lower of such short-term unsecured debt ratings or (B) from only one of Moody’s or S&P, such Obligor’s “Concentration Percentage” shall be determined based upon the short-term unsecured debt rating that is maintained;

    (ii)    if such Obligor (A) does not have a short-term unsecured debt rating from either Moody’s or S&P and (B) has a long-term unsecured debt rating (I) from both Moody’s and S&P, such Obligor’s “Concentration Percentage” shall be determined based on the lower of such long-term unsecured debt ratings or (II) from only one of Moody’s or S&P, such Obligor’s “Concentration Percentage” shall be determined based upon the long-term unsecured debt rating that is maintained; and

    (iii)    if such Obligor is a Non-Rated Obligor, such Obligor’s “Concentration Percentage” shall be the one set forth in the last line of the table above.

        “Concentration Reserve Percentage” means, at any time, fourteen percent (14.00%).

“Conforming Changes” means, with respect to either the use or administration of Daily One Month Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Calculation Period” or any similar or analogous definition (or the addition of a concept of “Calculation Period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 1.7 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“Contractual Dilution” means any Dilution or similar adjustments arising out of chargebacks, terms discounts, indirect rebates, direct rebates (net of any direct rebate recovery), promotional programs or similar arrangements, including cash discounts and credits for scrap value, and specified in the related Contract or applicable marketing program related to the applicable Receivable and Obligor thereof.

“Contractual Maturity Date” means July 10, 2028.

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“Contribution Agreement” means that certain Receivables Contribution Agreement, dated as of the Closing Date, by and among Intermediate SPE, Master Servicer and Borrower, as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Credit Agreement” means that certain Credit Agreement, dated as of May 13, 2022, by and among AZZ, as the company, the guarantors from time to time party thereto, the lenders and l/c issuers from time to time party thereto, and Citibank, N.A., as administrative agent and collateral agent, as amended through the Fifth Amendment, dated as of February 27, 2025, and as it may be further amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Credit and Collection Policy” means the Originators’ credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VII hereto, as modified from time to time in accordance with this Agreement.

“Cut-Off Date” means, on any date of determination, the last day of the Fiscal Month then most recently ended.

“Daily One Month Term SOFR” means, for any day, the Term SOFR Reference Rate for a tenor of one-month on such day, or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day (such day, the “Daily One Month Term SOFR Determination Day”), as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Daily One Month Term SOFR Determination Day the Term SOFR Reference Rate for one month has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Daily One Month Term SOFR will be the Term SOFR Reference Rate for one month as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for one month was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Daily One Month Term SOFR Determination Day; provided, further, that if Daily One Month Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than the Floor, then Daily One Month Term SOFR shall be deemed to be the Floor.

“Days Sales Outstanding” means, as of any day, an amount equal to the product of (a) 91, multiplied by (b) the amount obtained by dividing (i) the aggregate Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) as of the most recent Cut-Off Date, by (ii) the aggregate amount of Pool Receivables (other than Unbilled Receivables) created during the last three (3) Fiscal Months ending on such Cut-Off Date.

“Deemed Collections” means the aggregate of all amounts Borrower shall have been deemed to have received as a Collection of a Receivable. Borrower shall be deemed to have received a Collection of a Receivable if any Dilution occurs with respect to such Receivable. The amount of the Collection which Borrower shall be deemed to have received shall equal, in the case of clauses (a)-(e) of the definition of “Dilution”, the amount by which the Outstanding Balance of such Receivable was reduced as a result thereof and, in the case of clause (f) of the definition of “Dilution”,the Outstanding Balance of such Receivable.

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“Default Rate” means a per annum rate of interest equal to the sum of the Alternate Base Rate plus the Applicable Margin plus 2.00%.

“Default Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (a) the total amount of Pool Receivables which became Defaulted Receivables during the Fiscal Month that includes such Cut-Off Date, by (b) the aggregate sales generated by the Originators during the Fiscal Month occurring five (5) Fiscal Months prior to the Fiscal Month ending on such Cut-Off Date.

“Defaulted Receivable” means a Receivable: (a) as to which the Obligor thereof has suffered an Event of Bankruptcy; (b) which, consistent with the Credit and Collection Policy, should be written off as uncollectible; or (c) as to which any payment, or part thereof, remains unpaid for 121 days or more from the original due date for such payment.

“Defaulting Lender” means, subject to Section 1.8(b), any Lender that (a) has failed to fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Potential Amortization Event or Amortization Event, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Administrative Agent and Borrower in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable Potential Amortization Event or Amortization Event, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or Borrower, to confirm in writing to the Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code of the United States of America or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 1.8(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to Borrower

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and each other Lender promptly following such determination. Failure of the Administrative Agent to conclude that a Lender is a Defaulting Lender shall not limit the rights and remedies of Borrower in regards to any Lender that constitutes a Defaulting Lender.

“Delinquency Ratio” means, as of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (a) the aggregate Outstanding Balance of all Pool Receivables that were Delinquent Receivables at such time, by (b) the aggregate Outstanding Balance of all Pool Receivables at such time.

“Delinquent Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 91 days or more from the original due date for such payment.

“Designated Funding Office” has the meaning set forth in Section 1.9.

“Dilution” means the amount of any reduction or cancellation of any portion of the Outstanding Balance of a Receivable due to (a) any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof (other than as a result of any Collections), or as a result of any governmental or regulatory action, (b) any setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), (c) any warranty claim, rebate or refund, (d) any misstatement of the amount thereof, (e) any extension, amendment or other modification to the payment terms of any Receivable or any Contract related to such Receivable in any material respect other than in accordance with the Credit and Collection Policy or (f) any misrepresentation with respect to such Receivable under any of Section 3.1(m), Section 3.1(n), Section 3.1(o), Section 3.1(r), Section 3.1(t) or Section 3.1(u).

“Dilution Horizon Ratio” means, as of any Cut-Off Date, a ratio (expressed as a decimal), computed by dividing (a) the sum of (i) the aggregate sales generated by the Originators during the Fiscal Month ending on such Cut-Off Date, plus (ii) 50% of the aggregate sales generated by the Originators during the Fiscal Month ending on the Cut-Off Date immediately preceding such Cut-Off Date (or in the case of this clause (a), the aggregate sales generated by the Originators during such period ending on such Cut-Off Date as reasonably selected by the Administrative Agent, with prior written notice to the Borrower, based on the results of the most recent Review conducted by the Administrative Agent), by (b) the Adjusted Net Receivables Pool Balance as of such Cut-Off Date.

“Dilution Ratio” means, as of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (a) the total amount of decreases in Outstanding Balances due to Dilution (other than due to Contractual Dilution) during the Fiscal Month ending on such Cut-Off Date, by (b) the aggregate sales generated by the Originators during the Fiscal Month ending one (1) Fiscal Month prior to such Cut-Off Date.

“Dilution Reserve” means, for any Fiscal Month, the product (expressed as a percentage) of: (a) the sum of (i) 2.00 times the Average Dilution Ratio as of the immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component as of the immediately preceding Cut-Off Date, times(b) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date.

“Dilution Volatility Component” means, at any time, the product (expressed as a percentage) of (i) the difference between (a) the highest three-Fiscal Month rolling average Dilution Ratio over the 12-Fiscal Month period then most recently ended and (b) the Average Dilution Ratio,

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times (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(a) of this definition and the denominator of which is equal to the amount calculated in (i)(b) of this definition.

“Dominion Date” means the date following a Dominion Trigger Event on which the Administrative Agent delivers to any Collection Account Bank(s) a Notice of Exclusive Control pursuant to Section 6.4.

“Dominion Period” means the period beginning on the Dominion Date and ending on the earlier of (x) the date thereafter when all Borrower Obligations have been paid in full and all Commitments have been terminated and (y) the date thereafter that the related Notice of Exclusive Control has been withdrawn by the Administrative Agent.

“Dominion Trigger Event” means the occurrence of an Amortization Event.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

“Eligible Assignee” means (i) any Lender, (ii) any Affiliate of a Lender, or (iii) any bank or other financial institution having a combined capital and surplus of at least $250,000,000.

“Eligible Receivable” means, at any time of determination, a Receivable:

(a)    the Obligor of which (i) is not a Sanctioned Person, (ii) is not an Affiliate of any AZZ Party, (iii) is a U.S. Obligor, (iv) is not a Governmental Authority, (v) is not the Administrative Agent, a Lender or any of their respective Affiliates, and (vi) is a commercial Obligor and not a natural Person acting in its individual capacity;

(b)    which is not (i) a Delinquent Receivable, (ii) a Defaulted Receivable or (iii) owing from an Obligor as to which more than 50% of the aggregate Outstanding Balance of all Receivables owing from such Obligor are Delinquent Receivables;

(c)    which is due within 90 days of the original invoice date therefor;

(d)    which (i) is an “account” or a “payment intangible” as defined in Section 9-102 of the UCC of all applicable jurisdictions and (ii) does not constitute, or arise from the sale of, as-extracted collateral (as defined in the UCC of any applicable jurisdiction);

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(e)    which is denominated and payable only in U.S. Dollars by the related Obligor directly to a Lock-Box or Collection Account located in the United States that is subject to an enforceable Collection Account Control Agreement;

(f)    which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

(g)    which arises under a Contract that (i) is governed by the law of the United States or any State thereof, (ii) contains an obligation to pay a specified sum of money, contingent only upon the sale of goods and/or the provision of services by the applicable Originator, (iii) remains in full force and effect, (iv) does not prohibit the transfer, sale or assignment of the related Receivable or any proceeds thereof and (v) does not require the Obligor thereunder to consent to any transfer, sale or assignment of the related Receivable or any proceeds thereof;

(h)    which, together with the Contract related thereto, does not contravene in any material respect any Law, rule or regulation applicable thereto (including, without limitation, usury laws, the Federal Truth in Lending Act, and Regulation Z, Regulation D and Regulation B of the Federal Reserve Board, and applicable judgments, decrees, injunctions, writs, orders, or line of action of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation;

(i)    which satisfies in all material respects all applicable requirements of the Credit and Collection Policy;

(j)    the Obligor of which does not have any defenses arising out of the failure to effect the sale or other transfer of such Receivable to the Borrower under the local laws applicable to such Obligor or the related Contract;

(k)    which was generated in the ordinary course of the applicable Originator’s business and for which the invoice therefor has been delivered to the related Obligor (other than in the case of an Eligible Unbilled Receivable);

(l)    which arises solely from the arm’s-length sale of goods or the provision of services to the related Obligor by the applicable Originator;

(m)    which is not subject to (i) any currently asserted right of rescission or set-off, or (ii) any currently asserted counterclaim or other defense (including defenses arising out of violation of usury laws) or any other Lien of the applicable Obligor against the applicable Originator (i.e., the Obligor with the right, claim or defense has such right claim or defense directly against the Originator rather than against an Affiliate of such Originator), and the Obligor thereon holds no right as against the applicable Originator to cause such Originator to repurchase the goods or merchandise the sale of which gave rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided, however, that if such rescission, set-off, counterclaim, defense or repurchase right affects only a portion of the Outstanding

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Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected (i.e., the amount of the outstanding claim or the amount the Obligor is entitled to set-off against the applicable Originator based on the amount which such Originator owes the applicable Obligor would be netted against the applicable Receivable, but the excess of the Receivable over such outstanding claim or set-off would be included as an Eligible Receivable); provided further, however, and for the avoidance of doubt but without duplication, the amount of any obligations owing by an Originator to an Obligor which is a supplier to such Originator or an Affiliate of a supplier (a “Supplier Obligor”) in an amount not to exceed the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool owed by such Supplier Obligor shall be deducted from the calculation of Net Receivables Pool Balance at all times;

(n)    as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it and the related goods or merchandise shall have been delivered and/or services performed, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor;

(o)    for which the related Originator has recognized all of the related revenue on its financial books and records in accordance with GAAP (or the accepted accounting principles in the relevant jurisdiction of such Originator);

(p)    (i) as to which all right, title and interest to and in which has been validly transferred by the applicable Originator to Intermediate SPE pursuant to the Transfer Agreement, and Intermediate SPE has good and marketable title thereto free and clear of any Lien (other than Permitted Liens), and the payments thereon are free and clear of any withholding Tax and (ii) as to which all right, title and interest to and in which has then been validly transferred by Intermediate SPE to Borrower pursuant to the Contribution Agreement, and Borrower has good and marketable title thereto free and clear of any Lien (other than Permitted Liens), and the payments thereon are free and clear of any withholding Tax;

(q)    for which no AZZ Party has established any offset or netting arrangements with the related Obligor in connection with the ordinary course of payment of such Receivable;

(r)    which are not payable in installments;

(s)    for which neither the related Originator nor any Affiliate thereof is holding any deposits received by or on behalf of the Obligor thereof; provided that only the portion of such Receivable in an amount equal to such deposits shall be ineligible;

(t)    for which the related invoice with respect to such Receivable does not include any Excluded Receivable or any portion of an Excluded Receivable;

(u)    the sale or contribution of which does not trigger any stamp duty or similar transfer taxes;

(v)    which does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such finished goods;

(w)    as to which the Administrative Agent has not notified the Borrower that the Administrative Agent has determined, in its reasonable discretion based on the findings from any audit

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or field exam of the Receivables, that such Receivable (or class of Receivables) or Obligor of such Receivable represents an unacceptable risk for funding hereunder either (i) because of credit risk with respect thereto or (ii) because the existence thereof or the accuracy of the reporting of the balance thereof is unable to be confirmed;

(x)    which has not been extended, amended, rescinded or cancelled, except in accordance with the Credit and Collection Policy, and not as a result of the applicable Obligor’s inability to pay;

(y)    as to which each of the representations and warranties with respect to such Receivable set forth in this Agreement, the Transfer Agreement and the Contribution Agreement are true and correct in all material respects (without duplication of any materiality qualifiers already contained therein); and

(z)    that, if such Receivable is an Unbilled Receivable, is an Eligible Unbilled Receivable.

“Eligible Unbilled Receivable” means, at any time, any Unbilled Receivable if (i) such Receivable is fully earned and the related Originator has recognized the related revenue on its financial books and records under GAAP and (ii) such Receivable has been an Unbilled Receivable for less than (x) so long as AZZ’s long-term unsecured debt rating from Moody’s is Ba3 or higher or AZZ’s long-term unsecured debt rating from S&P is BB- or higher, 90 days or (y) otherwise, 45 days.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto, and the rules and regulations promulgated thereunder.

“ERISA Event” has the meaning assigned thereto in the Credit Agreement as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof (unless otherwise agreed to in writing by the Administrative Agent in its sole discretion).

“Erroneous Payment” has the meaning assigned thereto in Section 12.15(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned thereto in Section 12.15(d).

“Erroneous Payment Return Deficiency” has the meaning assigned thereto in Section 12.15(d).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor thereto), as in effect from time to time.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:

(a)    (i) a case, application, petition or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, examinership, reorganization, debt arrangement, dissolution, administration, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, interim receiver, receiver and manager, monitor, custodian, liquidator, examiner, administrator (administrador concursal),

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assignee, sequestrator (or other similar official) for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any applicable Law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, including any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt, and any such case, application, petition or other proceeding shall continue undischarged or unstayed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered; or (ii) an order for relief in respect of such Person shall be entered in an involuntary case under federal bankruptcy laws or other similar applicable Laws, including any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt, now or hereafter in effect; or

(b)    such Person (i) shall commence a voluntary case, application, petition or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution, administration or other similar law, including any applicable corporations legislation to the extent the relief sought under such corporations legislation relates to or involves the compromise, settlement, adjustment or arrangement of debt, now or hereafter in effect, (ii) shall consent to the appointment of or taking possession by a receiver, interim receiver, receiver and manager, monitor, liquidator, examiner, administrator, assignee, trustee, custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property or (iii) shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors (or any board or Person holding similar rights to control the activities of such Person) shall vote to implement any of the foregoing.

“Excess Concentration” means, the sum, without duplication, at any time of determination, of:

(a)    the sum of the amounts calculated for each of the Obligors (in the case of the Top Four Non-Rated Obligors, treated as a single Obligor, and in the case of the Special Obligors, treated as a single Obligor) equal to the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables of such Obligor (or in the case of the Top Four Non-Rated Obligors, of such Top Four Non-Rated Obligors, and in the case of the Special Obligors, of such Special Obligors), over (ii) the product of (x) such Obligor’s Concentration Percentage (or in the case of the Top Four Non-Rated Obligors, such Top Four Non-Rated Obligors’ Concentration Percentage, and in the case of the Special Obligors, such Special Obligors’ Concentration Percentage), multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus

(b)    the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables which are Eligible Unbilled Receivables, over(ii) the product of (x) 45.00%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool.

“Exchange Act” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.

“Excluded Receivable” means any Receivable, the Obligor of which is set forth on Schedule C hereto.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to any Recipient: (a) Taxes imposed

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on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Advance or Commitment, or (ii) such Lender changes its funding office, except in each case to the extent amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before its changed its funding office, (c) Taxes attributable to any Recipient’s failure to comply with Section 8.5(f) or 8.5(h), and (d) any withholding Taxes imposed under FATCA.

“Facility Account” means AZZ Group LLC’s account no. 488126468070 at Bank of America, N.A., ABA # 026009593, Account Name: AZZ Group LLC Master Account, or such other account as may be designated by Borrower in writing from time to time.

“Facility Limit” means, at any time, the sum of the Commitments, as they may be modified from time to time in accordance with this Agreement. As of the Closing Date, the Facility Limit is $150,000,000.

“Facility Termination Date” means the earlier of (i) the Contractual Maturity Date, and (ii) the Amortization Date.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended, and any successor statute thereto.

“Federal Funds Rate” means, for any day, (i) the rate per annum determined by the Federal Reserve Bank of New York based on federal funds transactions on such day (or, if such day is not a Business Day, for the immediately preceding Business Day) and published as the federal funds effective rate by the Federal Reserve Bank of New York on the Business Day next succeeding such day, or, (ii) if such rate is not so published for any day that is a Business Day, the rate otherwise established by the Administrative Agent in any reasonable manner as the rate per annum applicable to federal funds transactions (which in any event, with respect to clause (i) and (ii) above, shall not be less than 0%).

“Fee Letter” means that certain Lender Fee Letter, dated as of the Closing Date, by and among Borrower, the Administrative Agent and the Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Fees” means, collectively, any fees payable pursuant to the Fee Letter.

“Final Payout Date” means the date on or after the Facility Termination Date when (i) the Aggregate Principal has been reduced to zero and all accrued Interest has been paid in full, (ii) all

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other Borrower Obligations have been paid in full, (iii) all other amounts owing to the Secured Parties hereunder and under the other Transaction Documents have been paid in full and (iv) the Commitments of all Lenders have terminated or expired.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Financial Covenant Breach” means, subject to Section 8.10(b) of the Credit Agreement, the Total Net Leverage Ratio as of the last day of any fiscal quarter of AZZ, beginning with the first fiscal quarter of AZZ ending after the Closing Date, exceeds 4.50 to 1.00; provided, that, during any fiscal quarter, AZZ may, in connection with any Material Acquisition, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase (a “Covenant Increase”) the maximum Total Net Leverage Ratio permitted by this definition by 0.50 to 1.00 for a period of four consecutive fiscal quarters beginning with the fiscal quarter in which such Material Acquisition occurred (“Adjusted Covenant Period”); provided, further, that, with respect to any Covenant Increase that follows a previous Covenant Increase, AZZ may not elect a Covenant Increase for at least two full fiscal quarters following the end of the most recent Adjusted Covenant Period elected by AZZ. For purposes of this definition of “Financial Covenant Breach”:

(a)    unless otherwise defined in this Agreement, the terms used in this definition (including all defined terms used within such terms) shall have the respective meanings assigned to such terms in the Credit Agreement as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof (unless otherwise agreed to in writing by the Administrative Agent in its sole discretion); and

(b)    any reference to the “Credit Agreement” is to such agreement as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof (unless otherwise agreed to in writing by the Administrative Agent in its sole discretion).

“Fiscal Month” means a fiscal month of AZZ.

“Floor” means a rate of interest equal to 0.00%.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“GAAP” means generally accepted accounting principles as are in effect in the United States of America (as such principles may change from time to time), which shall include the official interpretations thereof by the Financial Accounting Standards Board, applied on a consistent basis.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial territorial or local, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

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“Guaranty” of any Person means any obligation of such Person guarantying or in effect guarantying any Indebtedness, liability or obligation of any other Person in any manner, whether directly or indirectly, including any such liability arising by virtue of partnership agreements, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

“Guaranty Agreement” means the Guaranty Agreement, dated as of the Closing Date, by Intermediate SPE in favor of the Administrative Agent, as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Impacted Lender” means (a) a Defaulting Lender or (b) a Lender (i) as to which the Administrative Agent (and with respect to an Affiliate of any Lender, such Lender) has a good faith belief that such Lender either (x) lacks the administrative and financial capacity to readily fulfill its Commitment as a Lender hereunder, or (y) has defaulted in fulfilling its obligations under one or more other syndicated credit facilities (unless such failure is the subject of a good faith dispute or unless such failure has been cured, in each case as evidenced, in form and substance satisfactory to the Administrative Agent, by the applicable Lender), or (ii) that has since the date of this Agreement been deemed insolvent by a Governmental Authority or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding, or has a parent company that since the date of this Agreement has been deemed insolvent by a Governmental Authority or become the subject of a bankruptcy, receivership, conservatorship or insolvency proceeding.

“Incremental Advance” means an Advance that increases the Aggregate Principal hereunder.

“Indebtedness” means, as to any Person at any time of determination, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any bonds, debentures, notes, note purchase, acceptance or credit facility, or other similar instruments or facilities, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit, (iv) any other transaction (including production payments (excluding royalties), installment purchase agreements, forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including accounts payable incurred in the ordinary course of such Person’s business payable on terms customary in the trade), (v) all net obligations of such Person in respect of interest rate or currency hedges or (vi) any Guaranty of any such Indebtedness.

“Indemnified Amounts” has the meaning set forth in Section 8.1.

“Indemnified Party” has the meaning set forth in Section 8.1.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Transaction Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Independent Manager” means a manager of Intermediate SPE or Borrower who shall be a natural person who (a) shall not have been at the time of such person’s appointment or at any time

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during the preceding five (5) years and shall not be as long as such person is a manager of Intermediate SPE or Borrower: (i) a director, officer, employee, partner, shareholder, member, manager or Affiliate of any of the following Persons (collectively, the “AZZ Group”): the Performance Guarantor, the Master Servicer, any Originator, or any of their respective Affiliates (other than Intermediate SPE, Borrower or another special purpose entity which is an Affiliate of the Performance Guarantor), (ii) a supplier to any of the AZZ Group, Intermediate SPE or Borrower, (iii) the beneficial owner (at the time of such individual’s appointment as an Independent Manager or at any time thereafter while serving as an Independent Manager) of any of the outstanding membership or other equity interests of Borrower, Intermediate SPE or any of the AZZ Group having general voting rights, (iv) a Person controlling or under common control with any director, officer, employee, partner, shareholder, member, manager, Affiliate or supplier of any of the AZZ Group, Intermediate SPE or Borrower, or (v) a member of the immediate family of any director, officer, employee, partner, shareholder, member, manager, Affiliate or supplier of any of the AZZ Group, Intermediate SPE or Borrower; (b) has not less than three (3) years of experience in serving as an independent director or independent manager for special purpose vehicles engaged in securitization and/or structured financing transactions; and (c) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Citadel SPV (USA) LLC or such other Person that provides independent director or independent manager services for special purpose vehicles engaged in securitization and/or structured financing transactions in the ordinary course of its business, and their respective successors. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise.

“Informational Website” has the meaning set forth in Section 5.1(f).

“Intended Tax Characterization” has the meaning set forth in Section 12.4.

“Interest” means for each day for each Lender, an amount equal to the product of the applicable Interest Rate multiplied by the Principal of such Lender, annualized on the basis set forth in Section 1.4.

“Interest Rate” means (a) at all times prior to the occurrence and during the continuance of an Amortization Event, the sum of Daily One Month Term SOFR (or, solely in the instances set forth in Section 1.7, the Alternate Base Rate) plus the Applicable Margin, and (b) at all times from and after the occurrence and during the continuance of an Amortization Event, the Default Rate.

“Intermediate SPE” means AZZ SPE LLC, a Delaware limited liability company.

“Investment Company Act” means the Investment Company Act of 1940, as amended or otherwise modified from time to time.

“IRS” means the United States Internal Revenue Service.

“Law” means any international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and any applicable administrative order, directed

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duty, request, license, authorization or permit of, or agreement with, any Governmental Authority, in each case whether or not having the force of law.

“LCR Security” means any commercial paper or security (other than equity securities issued to Performance Guarantor or any Originator that is a consolidated subsidiary of Performance Guarantor under generally accepted accounting principles) within the meaning of Paragraph __.32(e)(viii) of the final rules titled Liquidity Coverage Ratio: Liquidity Risk Measurement Standards, 79 Fed. Reg. 197. 61440 et seq. (October 10, 2014).

“Lender” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment Agreement, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment Agreement.

“Lien” means any mortgage, deed of trust, pledge (including possessory or non-possessory pledge), security interest, hypothecation, charge, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement, preferential arrangement or similar agreement or arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

“Liquidation Period” means the period beginning on the Facility Termination Date and ending on the date thereafter when all Borrower Obligations have been paid in full and all Commitments have been terminated.

“Loan” means each Lender’s portion of an Incremental Advance made pursuant to this Agreement.

“Loan Parties” means the Borrower and the Master Servicer.

“Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Control Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV.

“Loss Horizon Ratio” means, as of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (i) the aggregate sales generated by the Originators during the last five (5) Fiscal Months ending on such Cut-Off Date, by (ii) the Adjusted Net Receivables Pool Balance as of such Cut-Off Date.

“Loss Reserve” means, for any Fiscal Month, the product (expressed as a percentage) of (a) 2.00, times (b) the highest three-Fiscal Month rolling average Default Ratio during the 12 Fiscal Months ending on the immediately preceding Cut-Off Date, times (c) the Loss Horizon Ratio as of the immediately preceding Cut-Off Date.

“Master Servicer” has the meaning set forth in Section 6.1(a).

“Master Servicer Termination Event” has the meaning set forth in Section 6.1(a).

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“Material Adverse Effect” means, a material adverse effect on (a) the business, assets, liabilities (actual or contingent), financial condition or results of operations of (i) Borrower, (ii) Intermediate SPE or (iii) the Performance Guarantor, the Master Servicer and the Originators when taken as a whole; (b) the ability of (i) either Intermediate SPE or Borrower to perform any of its payment or other obligations under the Transaction Documents to which it is a party or (ii) the Performance Guarantor, the Master Servicer and the Originators when considered as a whole to perform any of such Person’s payment or other obligations under the Transaction Documents to which it is a party; (c) the material rights and remedies of the Lenders or the Administrative Agent under the Transaction Documents; (d) the Administrative Agent’s or any Lender’s interest in any material portion of the Collateral; or (e) the collectability of any material portion of the Pool Receivables.

“Monthly Payment Date” means the date that is two (2) Business Days following the related Monthly Reporting Date or a Business Day during the Liquidation Period designated by the Administrative Agent as a “Monthly Payment Date”.

“Monthly Report” means a report in substantially the form of Exhibit VIII-A hereto (appropriately completed), furnished by the Master Servicer to the Administrative Agent (for distribution to each Lender) pursuant to Section 6.6, and which will include a certification from the Master Servicer that no Amortization Event, Potential Amortization Event, Termination Event or Unmatured Termination Event exists and is continuing, or if any such event exists and is continuing, such Monthly Report shall specify in detail the nature and period of existence thereof and any action taken or contemplated to be taken by the Borrower with respect thereto.

“Monthly Reporting Date” means the 20th day following each calendar month end (or, if any such day is not a Business Day, the next succeeding Business Day thereafter).

“Moody’s” means Moody’s Investors Service, Inc.

“Net Receivables Pool Balance” means, at any time, (a) the aggregate Outstanding Balance of all Eligible Receivables at such time in the Receivables Pool, minus (b) the Excess Concentration at such time. For the avoidance of doubt, the Outstanding Balance of any Eligible Receivable included in the Net Receivables Pool Balance shall be calculatedto excludeany amount owed to a Supplier Obligor as provided for in clause (m) of the definition of Eligible Receivable.

“Net Worth” means, as at any date of determination, an amount equal to the excess, if any, of (i) the sum of (A) the aggregate Outstanding Balance of the Pool Receivables at such time, plus (B) all amounts on deposit in the Collection Accounts at such time, over (ii) the sum of (A) the Aggregate Principal outstanding at such time, plus (B) the aggregate accrued and outstanding Interest and Fees at such time, plus (C) without duplication, the aggregate accrued and unpaid other Borrower Obligations at such time.

“Non-Defaulting Lender” means each Lender other than any Defaulting Lender.

“Non-Rated Obligor” means any Obligor rated below A-3/BBB- or P-3/Baa3 by S&P or Moody’s, respectively, or which is not rated by either S&P or Moody’s.

“Notice of Exclusive Control” means, with respect to a Collection Account Control Agreement, a notice given by the Administrative Agent to the related Collection Account Bank in substantially the form prescribed by or attached to such Collection Account Control Agreement pursuant to which the Administrative Agent exercises its exclusive right to direct the disposition of funds on

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deposit in the applicable Collection Account(s) in accordance with such Collection Account Control Agreement.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organizational Document” means, relative to any Person, its certificate, deed or articles of incorporation or formation, its notices of articles, its by-laws, its partnership agreement, its memorandum and articles of association, its limited liability company agreement and/or operating agreement, share designations or similar organization documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized Capital Stock.

“Originators” means each Person that is a party to the Transfer Agreement as an “Originator” thereunder; provided that, for the avoidance of doubt, a Removed Originator shall no longer be considered an Originator.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a Security Interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Security Interest or Transaction Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Transaction Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Overadvance” means, on any Business Day, that the Aggregate Principal outstanding hereunder exceeds the lesser of (a) the Facility Limit and (b) the Borrowing Base.

“Participant” has the meaning set forth in Section 10.6(a).

“Participant Register” has the meaning set forth in Section 10.6(a).

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“Payment Date” means a Monthly Payment Date and each Business Day during the Liquidation Period designated by the Administrative Agent as a “Payment Date”.

“Payment Recipient” has the meaning assigned thereto in Section 12.15(a).

“PBGC” means the Pension Benefit Guaranty Corporation.

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“Percentage” means, as to any Lender, the ratio (expressed as a percentage) of its Commitment to the Aggregate Commitment.

“Performance Guarantor” means AZZ.

“Performance Undertaking” means the Performance Undertaking, dated as of the Closing Date, by the Performance Guarantor in favor of the Administrative Agent.

“Permitted Lien” means (i) any Lien in favor of, or assigned to, the Administrative Agent (for the benefit of the Secured Parties) under the Transaction Documents and (ii) any bankers’ liens, rights of setoff and other similar Liens existing solely with respect to cash on deposit in a Collection Account in favor of a Collection Account Bank, and so long as subject to a Collection Account Control Agreement.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Pledge Agreement” means the Pledge Agreement, dated as of the Closing Date, between Intermediate SPE and the Administrative Agent, as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“Pool Receivable” means a Receivable in the Receivables Pool.

“Potential Amortization Event” means an event which, with the passage of any applicable cure period or the giving of notice, or both, would constitute an Amortization Event.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate (which in any event, shall not be less than 0%); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Principal” of any Loan means, at any time, (A) the amount advanced by the applicable Lender on the applicable Borrowing Date minus (B) the sum of the aggregate amount of Collections and other payments received by such Lender which in each case are applied to reduce such Principal in accordance with the terms and conditions of this Agreement; provided that such Principal shall be restored in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

“Proposed Reduction Date” has the meaning set forth in Section 1.3(b).

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Receivable” means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator, Intermediate SPE (as assignee of each Originator) or the Borrower (as assignee of Intermediate SPE), whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each instance arising in connection with the sale of goods that have been or are to be sold or for services rendered or to be rendered, and includes the obligation to pay any service charges, finance charges, interest, late payment charges, if any, fees

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and other charges with respect thereto; provided, however,that “Receivable” does not include any Excluded Receivable. Any such right to payment arising from any one transaction, including any such right to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of any such right to payment arising from any other transaction.

“Receivables Pool” means, at any time of determination, all of the then outstanding Receivables owned by the Borrower.

“Recipient” means the Administrative Agent or any Lender.

“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Reduction Notice” has the meaning set forth in Section 1.3(b).

“Register” has the meaning set forth in Section 10.2.

“Related Entity” has the meaning set forth in Section 5.1(l).

“Related Rights” means either (i) the “Related Rights” under and as defined in the Transfer Agreement, or (ii) the “Related Rights” under and as defined in the Contribution Agreement.

“Related Security” means, with respect to any Receivable:

(i)    all right, title and interest (if any) in the goods, the sale of which gave rise to such Receivable, and any and all insurance contracts with respect thereto,

(ii)    all other Security Interests or Liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii)    all guaranties, letters of credit, insurance and other supporting obligations, agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)    all service contracts and other contracts and agreements associated with such Receivable,

(v)    all Records related to such Receivable,

(vi)    all of the applicable Originator’s and Intermediate SPE’s right, title and interest in each Lock-Box and each Collection Account,

(vii)    all of Borrower’s rights, interests and claims under the Transfer Agreement, the Contribution Agreement and the other Transaction Documents (including, without limitation, the benefit of all representations, warranties, indemnities and other

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covenants made under each of the Transfer Agreement and the Contribution Agreement by any party thereto), and

(viii)    all proceeds of any of the foregoing.

“Release”has the meaning set forth in Section 2.1(c).

“Relevant Governmental Body” means the FRB or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto.

“Removed Originator” means any Originator that has been removed as an Originator under, and in accordance with the provisions of, the Transfer Agreement.

“Required Amounts” means, on any Payment Date, (i) all accrued and unpaid Servicing Fees that are then due and owing to the Master Servicer, (ii) all out-of-pocket expenses that are then due and owing to the Administrative Agent or the Lenders under Section 8.4 and not otherwise paid by Borrower, (iii) all accrued and unpaid Interest then due and owing on the Advances, including any previously accrued Interest that was not paid on the applicable prior Payment Date, (iv) all Fees accrued during the Calculation Period (or portion thereof) then most recently ended and then due and owing, plus any previously accrued Fees not paid on a prior Payment Date, (v) the amount necessary to eliminate any Overadvance and (vi) all other amounts then due and owing by the Borrower under this Agreement or any other Transaction Document.

“Required Capital Amount” means $5,000,000.

“Required Lenders” means Lenders representing more than 50.0% of the aggregate Commitments of all Lenders (or, if the Commitments have been terminated or expired, Lenders representing more than 50.0% of the Aggregate Principal outstanding hereunder); provided, however, that in no event shall the Required Lenders include fewer than two (2) Lenders at any time when there are two (2) or more Lenders.

“Required Reserve” means, at any time, an amount (expressed in U.S. Dollars) equal to the product of (a) the greater of (i) the sum of the Required Reserve Factor Floor, the Yield Reserve and the Servicing Reserve and (ii) the sum of the Loss Reserve, the Dilution Reserve, the Yield Reserve and the Servicing Reserve, times (b) the Adjusted Net Receivables Pool Balance as of such time.

“Required Reserve Factor Floor” means, at any time, the sum (expressed as a percentage) of (i) the Concentration Reserve Percentage, plus (ii) the product of (x) the Average Dilution Ratio, times (y) the Dilution Horizon Ratio, in each case, as of such time.

“Resignation Closing Date” has the meaning set forth in Section 9.9(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, in respect of any AZZ Party, the chief executive officer, director, president, vice president, executive vice president, general counsel, chief operating officer, chief financial officer, treasurer, director of risk, secretary, assistant secretary, controller or assistant controller of such AZZ Party and any other officer or employee of such AZZ Party, as applicable, so

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designated by any of the foregoing officers or employees in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of an AZZ Party shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such AZZ Party, as applicable, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such AZZ Party, as applicable.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any membership interest of any class of Borrower now or hereafter outstanding, except a dividend payable solely in membership interests of the Borrower, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of Borrower now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any membership interest of Borrower now or hereafter outstanding, and (iv) any payment of management fees by Borrower; provided that, neither a Release nor a reconveyance of Removed Receivables (as defined in the Transfer Agreement) of a Removed Originator to Intermediate SPE for concurrent reconveyance to such Removed Originator shall constitute a Restricted Junior Payment.

“Review” shall have the meaning specified in Section 5.1(k) of this Agreement.

“Revolving Period” means the period from and after the Closing Date to but excluding the Facility Termination Date.

“S&P” means S&P Global Ratings, a division of S&P Global Inc.

“Sanctioned Country” means at any time, a country, region or territory which is itself (or whose government is) the subject or target of any Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, Syria, Venezuela, Crimea and the so-called Luhansk People’s Republic and Donetsk People’s Republic regions of Ukraine).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned or controlled by, or acting or purporting to act for or on behalf of, directly or indirectly, any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s) or (d) any Person otherwise a target of Sanctions, including vessels and aircraft, that are designated under any Sanctions program.

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and restrictions and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, any European member state, His Majesty’s Treasury, or other relevant sanctions authority in any jurisdiction (a) in which any AZZ Party or any of its Subsidiaries or Affiliates is located or conducts business, (b) in which any of the proceeds of the Advances will be used, or (c) from which repayment of the Borrower Obligations will be derived.

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“SEC” means the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.

“Secured Parties” means each Lender, the Administrative Agent and each other Indemnified Party.

“Security Interest” has the meaning ascribed thereto in Article 9 of the UCC.

“Servicing Fee” has the meaning set forth in Section 6.7.

“Servicing Reserve” means, the product (expressed as a percentage) of (a) 1.0%, times (b) a fraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 Fiscal Months and the denominator of which is 360.

“Settlement Report” means a Monthly Report or a Weekly Report, as the case may be. For the avoidance of doubt, the Settlement Report covering the most current period shall at all times govern and control, and be deemed the most recent or the most recently delivered Settlement Report, for all purposes of this Agreement.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged.

“Special Obligor” means any of the Obligors (or group of Obligors) set forth below:

Special Obligor(s)	Concentration Percentage
Mcelroy Metal Mill, Inc. (dba: McElroy Metal, METAL MART, THE MCELROY METAL SERVICE CENTER) and United States Steel Corporation (dba U.S. STEEL)	14.00% in the aggregate for Mcelroy Metal Mill, Inc. (dba: McElroy Metal, METAL MART, THE MCELROY METAL SERVICE CENTER) and United States Steel Corporation (dba U.S. STEEL)

; provided, however, that, the Concentration Percentage of such Special Obligor or group of Special Obligors, as applicable, may be cancelled by the Administrative Agent or the Lenders in its or their sole discretion upon not less than ten (10) days’ written notice to the Borrower and upon such cancellation

I-29

the Concentration Percentage for each such Special Obligor shall be determined pursuant to clause (b) of the definition of “Concentration Percentage” hereunder.

“Sub-Servicer” has the meaning set forth in Section 6.1(b).

“Subsidiary” or “Subsidiaries” of a Person shall mean (i) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (ii) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (iii) any limited liability company of which such Person is a manager or managing member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (iv) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries, and in any case, without limitation, “control” as defined under the laws of the relevant jurisdiction.

“Tax” or “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Event” means either (i) a “Termination Event” under and as defined in the Transfer Agreement, or (ii) a “Termination Event” under and as defined in the Contribution Agreement.

“Threshold Amount” means $75,000,000.

“Top Four Non-Rated Obligors” has the meaning set forth in the definition of “Concentration Percentage”.

“Transaction Documents” means, collectively, this Agreement, each Borrowing Notice, the Transfer Agreement, the Contribution Agreement, the the Performance Undertaking, the Pledge Agreement, the Guaranty Agreement, each Collection Account Control Agreement, the Fee Letter, each Settlement Report, and all other documents and agreements required to be executed and delivered pursuant hereto.

“Transfer Agreement” means that certain Receivables Transfer Agreement, dated as of the Closing Date, by and among the Originators, Master Servicer and Intermediate SPE, as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof.

“UCC” means the Uniform Commercial Code as in effect in the State of New York or, as the context may require, any other applicable jurisdiction.

I-30

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unbilled Receivable” means, at any time, any Receivable as to which the invoice or bill with respect thereto has not yet been sent to the Obligor thereof.

“United States” and “U.S.” mean the United States of America.

“Unmatured Termination Event” means either (i) an “Unmatured Termination Event” under and as defined in the Transfer Agreement, or (ii) an “Unmatured Termination Event” under and as defined in the Contribution Agreement.

“Unused Fee” has the meaning set forth in the Fee Letter.

“Unrestricted Cash Amount” shall mean, on any date, the amount of cash or Cash Equivalents (as defined in the Credit Agreement as in effect on the Closing Date and without giving effect to any amendment, restatement, waiver, supplement or termination thereof unless otherwise agreed to in writing by the Administrative Agent in its sole discretion) of AZZ or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of AZZ and its Subsidiaries.

“U.S. Dollars” and “$” each mean the lawful currency of the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that for purposes of notice requirements in Sections 1.2(a), 1.3(b) and 1.3(c), in each case, such day is also a Business Day.

“U.S. Obligor” means an Obligor that is a corporation or other business organization and is organized under the laws of the United States of America (or of a United States of America territory, district, state, commonwealth, or possession, including, without limitation, Puerto Rico and the U.S. Virgin Islands) or any political subdivision thereof.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 8.5(f).

“Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.

I-31

“Weekly Report” means a report in substantially the form of Exhibit VIII-B hereto (appropriately completed), furnished by the Master Servicer to the Administrative Agent (for distribution to each Lender) pursuant to Section 6.6(a).

“Weekly Reporting Trigger Event” means (a) the occurrence and continuance of an Amortization Event or (b) any time during which the sum of (x) the available borrowing capacity of AZZ under the Credit Agreement, plus (y) the Unrestricted Cash Amount is less than $75,000,000, and in the case of this clause (b), continuing until such time as the Administrative Agent is in receipt of a Monthly Report, for a Fiscal Month ended after the Fiscal Month in which such Weekly Reporting Trigger Event occurred, demonstrating that the sum of (x) the available borrowing capacity of AZZ under the Credit Agreement, plus (y) the Unrestricted Cash Amount is greater than or equal to $75,000,000 as of the last day of such Fiscal Month.

“Wells” means Wells Fargo Bank, National Association.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Yield Reserve” means for any Fiscal Month, the product (expressed as a percentage) of (i) 1.5, times (ii) the Prime Rate as of the immediately preceding Cut-Off Date, times (iii) a fraction, the numerator of which is the highest Days Sales Outstanding for the most recent 12 Fiscal Months and the denominator of which is 360.

I-32

EXHIBIT II-A

FORM OF BORROWING NOTICE

[Date]

To:    Wells Fargo Bank, National Association, as Administrative Agent

Re: BORROWING NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Credit and Security Agreement dated as of July 10, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among AZZ SPE-1 LLC (“Borrower”), Arbor-Crowley, LLC as initial Master Servicer, the lenders from time to time party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used herein shall have the meanings assigned to such terms in the Credit and Security Agreement.

The Administrative Agent is hereby notified of the following Advance:

Principal of Advance:                                $_______________

Borrowing Date:                                 ____________, 20__

Please transfer the aggregate Principal in immediately available funds to the Facility Account specified in the Credit and Security Agreement.

In connection with the Advance to be made on the above-specified Borrowing Date, Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the Borrowing Date (before and after giving effect to the proposed Advance):

    (i)    the representations and warranties set forth in Article III of the Credit and Security Agreement are true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) on and as of the Borrowing Date of such Advance as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall remain true and correct in all material respects (without duplication of any materiality qualifiers already contained therein) as of such earlier date;

(ii)    no event has occurred and is continuing, or would result from the proposed Advance, that will constitute an Amortization Event, a Termination Event, an Unmatured Termination Event or a Potential Amortization Event;

(iii)    the Facility Termination Date has not occurred;

II-A-1

(iv)    no Overadvance exists or will result from such Advance; and

(v)    the Master Servicer has delivered to the Administrative Agent on or prior to the date of such Advance, all Settlement Reports as and when due under the Credit and Security Agreement.

Very truly yours,

AZZ SPE-1 LLC

By: _______________________________

Name:

Title:

II-A-2

EXHIBIT II-B

FORM OF REDUCTION NOTICE

[Date]

To:    Wells Fargo Bank, National Association, as Administrative Agent

Re: REDUCTION NOTICE

Ladies and Gentlemen:

Reference is hereby made to the Credit and Security Agreement dated as of July 10, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), among AZZ SPE-1 LLC (“Borrower”), Arbor-Crowley, LLC as initial Master Servicer, the lenders from time to time party thereto (the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein shall have the meanings assigned to such terms in the Credit and Security Agreement.

The Administrative Agent is hereby notified of the following Aggregate Reduction:

Aggregate Reduction:                            $_______________1

[Lender’s] Percentage of such Aggregate Reduction:_______________%

Proposed Reduction Date:                             ____________, 20__.

Very truly yours,

AZZ SPE-1 LLC

By: _______________________________

Name:

Title:

1 This number must also be inserted in Wells’ “C.E.O.” Platform.

II-B-1

EXHIBIT III

BORROWER’S CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS, RECORDS LOCATIONS, FEDERAL TAXPAYER ID NUMBER AND ORGANIZATIONAL ID NUMBER

Name of Borrower Address of Chief Executive Office and Location of Records	State of Organization and ID Number	Federal Employer Identification Number
AZZ SPE-1 LLC One Museum Place 3100 W. 7th St., Suite 500 Fort Worth, TX 76107	Delaware 10178311	33-4882306

III-1

EXHIBIT IV

LOCK-BOXES; COLLECTION ACCOUNTS AND COLLECTION ACCOUNT BANKS

Collection Accounts

Collection Account Bank	Account Name	Account #	Lock-Box #	Lock-Box Address
Bank of America, N.A.	Aztec Group Company			P.O. Box 83771, Dallas, TX 75284-3771
Bank of America, N.A.	PRECOAT MEZZANINE LLC			P.O. Box 90392, Chicago, IL 60696
Bank of America, N.A.	AZZ SPE 1 LLC			N/A

IV-1

EXHIBIT V

RESERVED.

V

EXHIBIT VI

[FORM OF] ASSIGNMENT AGREEMENT

ThisASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into as of the ___ day of ____________, ____, by and between _____________________ (“Assignor”) and __________________ (“Assignee”).

PRELIMINARY STATEMENTS

(1)    This Assignment Agreement is being executed and delivered in accordance with Section 12.1 of that certain Credit and Security Agreement dated as of July 10, 2025 (as amended, restated or otherwise modified from time to time, the “Credit and Security Agreement”), by and among AZZ SPE-1 LLC (“Borrower”), Arbor-Crowley, LLC as initial Master Servicer, the Lenders from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein are used with the meanings set forth or incorporated by reference in the Credit and Security Agreement.

(2)    Assignor is a Lender party to the Credit and Security Agreement, and Assignee wishes to become a Lender thereunder; and

(3)    Assignor is selling and assigning to Assignee an undivided ____________% (the “Transferred Percentage”) interest in all of Assignor’s rights and obligations under the Credit and Security Agreement and the other Transaction Documents, including, without limitation, Assignor’s Commitment and (if applicable) the Principal of Assignor’s Loans as set forth herein.

AGREEMENT

The parties hereto hereby agree as follows:

The sale, transfer and assignment effected by this Assignment Agreement shall become effective (the “Closing Date”) [two (2) Business Days] following the date on which a written notice of effectiveness hereof (“Effective Notice”) is delivered by the Assignor to the Assignee and the Administrative Agent. From and after the Closing Date, Assignee shall be a Lender party to the Credit and Security Agreement for all purposes thereof as if Assignee were an original party thereto and Assignee agrees to be bound by all of the terms and provisions contained therein.

If Assignor has no outstanding Principal under the Credit and Security Agreement on the Closing Date, Assignor shall be deemed to have hereby transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and the Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and all rights and obligations associated therewith under the terms of the Credit and Security Agreement, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Section 1.1 of the Credit and Security Agreement.

If Assignor has any outstanding Principal under the Credit and Security Agreement, at or before 12:00 noon, local time of Assignor, on the Closing Date Assignee shall pay to Assignor, in immediately available funds, an amount equal to the sum of (i) the Transferred Percentage of the outstanding Principal of Assignor’s Loans (such amount, being hereinafter referred to as the “Assignee’s Principal”);

VI-VI-1

(ii) all accrued but unpaid (whether or not then due) Interest attributable to Assignee’s Principal; and (iii) accruing but unpaid fees and other costs and expenses payable in respect of Assignee’s Principal for the period commencing upon each date such unpaid amounts commence accruing, to and including the Closing Date; whereupon, Assignor shall be deemed to have sold, transferred and assigned to Assignee, without recourse, representation or warranty (except as provided in paragraph 6 below), and Assignee shall be deemed to have hereby irrevocably taken, received and assumed from Assignor, the Transferred Percentage of Assignor’s Commitment and the Principal of Assignor’s Loans (if applicable) and all related rights and obligations under the Credit and Security Agreement and the Transaction Documents, including, without limitation, the Transferred Percentage of Assignor’s future funding obligations under Section 1.1 of the Credit and Security Agreement.

Concurrently with the execution and delivery hereof, Assignor will provide to Assignee copies of all documents requested by Assignee which were delivered to Assignor pursuant to the Credit and Security Agreement.

Each of the parties to this Assignment Agreement agrees that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Assignment Agreement.

By executing and delivering this Assignment Agreement, Assignor and Assignee confirm to and agree with each other, and the other Lenders as follows: (a) other than the representation and warranty that it has not created any Lien upon any interest being transferred hereunder, Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made by any other Person in or in connection with the Credit and Security Agreement, or the other Transaction Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit and Security Agreement or any other instrument or document furnished pursuant thereto or the perfection, priority, condition, value or sufficiency of any Collateral; (b) Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of Assignee, Borrower, any Obligor, any Affiliate of Borrower or the performance or observance by Borrower, any Obligor or any Affiliate of Borrower of any of their respective obligations under the Transaction Documents or any other instrument or document furnished pursuant thereto or in connection therewith; (c) Assignee confirms that it has received a copy of the Credit and Security Agreement and copies of such other Transaction Documents, and other documents and information as it has requested and deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (d) Assignee will, independently and without reliance upon Administrative Agent, any Lender or Borrower and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit and Security Agreement and the other Transaction Documents; (e) Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (f) Assignee agrees that it will perform in accordance with their terms all of the obligations which, by the terms of the Credit and Security Agreement and the other Transaction Documents, are required to be performed by it as a Lender.

Schedule I hereto sets forth the revised Commitment and Principal, if any, of Assignor and the Commitment and Principal, if any, of Assignee, as well as administrative information with respect to Assignee.

VI-2

THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective duly authorized officers as of the date hereof.

[ASSIGNOR]

By: _________________________

Title:

[ASSIGNEE]

By: __________________________

Title:

CONSENTED TO:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

By: _______________________________

Name:

Title:

[AZZ SPE-1 LLC

By: _______________________________

Name:

Title:]

VI-3

SCHEDULE I TO ASSIGNMENT AGREEMENT

LIST OF LENDING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT AMOUNTS

Date: _____________, ______

Transferred Percentage:____________%

	A-1	A-2	B-1
Assignor	Commitment (prior to giving effect to the Assignment Agreement), if any	Commitment (after giving effect to the Assignment Agreement), if any	Outstanding Principal, if any

	A-2	B-1
Assignee	Commitment (after giving effect to the Assignment Agreement), if any	Outstanding Principal, if any

Address for Notices

_________________________

_________________________

Attention:

Phone:

Fax:

VI-4

EXHIBIT VII

CREDIT AND COLLECTION POLICY

ATTACHED

VII-1

EXHIBIT VIII-A

FORM OF MONTHLY REPORT

ATTACHED

VIII-A-1

EXHIBIT VIII-B

FORM OF WEEKLY REPORT

ATTACHED

VIII-B-1

2

SCHEDULE 12.2

ADDRESSES FOR NOTICES

If to Borrower:

c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX 76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

If to Master Servicer:

c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX 76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

If to Wells or the Administrative Agent:

1100 Abernathy Rd., NE

16th Floor, Suite 1600

Atlanta, GA 30328

Attention: Andres Robledo    

Email: andres.robledo@wellsfargo.com; wfcc-collateral@wellsfargo.com        

Phone: (704)-400-0560    

12.2-1

SCHEDULE A
COMMITMENTS

Lender	Commitment
Wells Fargo Bank, National Association	$150,000,000

A-1

SCHEDULE B
CLOSING DOCUMENTS

ATTACHED

B-1

SCHEDULE C
EXCLUDED RECEIVABLES

NONE.

C-1

EX-10.4

Exhibit 10.4

Execution Version

Performance Undertaking

This Performance Undertaking (this “Performance Undertaking”), dated as of July 10, 2025, is made by AZZ Inc., a Texas corporation (together with its successors and permitted assigns, the “Performance Guarantor”), in favor of Wells Fargo Bank, National Association (“Wells”), as administrative agent under the Credit and Security Agreement defined below (together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Administrative Agent and the other Secured Parties under the Credit and Security Agreement. Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in, or by reference in, the Credit and Security Agreement.

Preliminary Statements

    (1)    Concurrently herewith, certain wholly-owned Subsidiaries of the Performance Guarantor, as originators, Arbor-Crowley, LLC, a Delaware limited liability company, as the Master Servicer (in such capacity, the “Master Servicer”), and AZZ SPE LLC, a Delaware limited liability company (“Intermediate SPE”), as company, are entering into that certain Receivables Transfer Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Transfer Agreement”). Each Person from time to time party to the Receivables Transfer Agreement as an originator thereunder is herein referred to as an “Originator” and, collectively, as the “Originators”, and each Originator and the Master Servicer, together with their respective successors and assigns, are collectively herein referred to as the “Covered Entities,” and each, a “Covered Entity”.

    (2)    Concurrently herewith, Intermediate SPE, the Master Servicer and AZZ SPE-1 LLC, a Delaware limited liability company (the “Borrower”) are entering into that certain Receivables Contribution Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Contribution Agreement”).

    (3)    Concurrently herewith, the Borrower, the Master Servicer, the Lenders from time to time party thereto, and the Administrative Agent are entering into that certain Credit and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), pursuant to which (i) the Lenders may from time to time make Incremental Advances to the Borrower, (ii) the Borrower has granted to the Administrative Agent (on behalf of the Secured Parties) a security interest in the Collateral, and (iii) the Master Servicer will service the Pool Receivables.

    (4)    The Performance Guarantor is the direct or indirect owner of 100% of the outstanding Capital Stock of the Master Servicer, each Originator, Intermediate SPE and the Borrower.

    (5)    The Performance Guarantor’s execution and delivery of this Performance Undertaking are conditions precedent to the effectiveness of the Credit and Security Agreement.

Performance Undertaking - AZZ (2025)

    (6)    The Performance Guarantor has determined that its execution and delivery of this Performance Undertaking is in its best interests because, inter alia, the Performance Guarantor (individually) and the Performance Guarantor and its Affiliates (collectively) will derive substantial direct and indirect benefit from (i) each Originator’s contributions of Receivables to Intermediate SPE from time to time under the Receivables Transfer Agreement, (ii) Intermediate SPE’s contributions of Receivables to the Borrower from time to time under the Receivables Contribution Agreement, (iii) the Master Servicer’s servicing of the Receivables under the Credit and Security Agreement, (iv) the financial accommodations made by the Lenders to the Borrower from time to time under the Credit and Security Agreement, and (v) the other transactions contemplated under the Receivables Transfer Agreement, the Receivables Contribution Agreement and the Credit and Security Agreement.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Performance Guarantor hereby agrees as follows:

Section 1.    Unconditional Undertaking; Enforcement.

The Performance Guarantor hereby unconditionally and irrevocably undertakes and assures for the benefit of the Administrative Agent (including, without limitation, as assignee of the Borrower’s rights, interests and claims under the Receivables Transfer Agreement (which have been assigned to the Borrower by Intermediate SPE pursuant to the Receivables Contribution Agreement) and the Receivables Contribution Agreement), the Lenders and the other Secured Parties the due and punctual performance and observance by each Covered Entity of the terms, covenants, indemnities, conditions, agreements, undertakings and obligations on the part of such Covered Entity to be performed or observed by it under the Receivables Transfer Agreement, the Receivables Contribution Agreement, the Credit and Security Agreement and each of the other Transaction Documents to which such Covered Entity is a party, including, without limitation, any agreement or obligation of such Covered Entity to pay any indemnity or make any payment in respect of any applicable purchase price adjustment, Deemed Collection or repurchase obligation under any such Transaction Document, in each case on the terms and subject to the conditions set forth in the applicable Transaction Documents as the same shall be amended, restated, supplemented or otherwise modified and in effect from time to time, excluding, however, any recourse or liability for losses in respect of a Receivable that is uncollectible solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor after the time of the initial contribution of such Receivable to Intermediate SPE under the Receivables Transfer Agreement (all such terms, covenants, indemnities, conditions, agreements, undertakings and obligations on the part of the Covered Entities to be paid, performed or observed by them being collectively called the “Guaranteed Obligations”). For the avoidance of doubt and without limiting the foregoing, the Guaranteed Obligations shall not include the obligation of any Obligor to pay or perform its obligations under a Contract. Without limiting the generality of the foregoing, the Performance Guarantor agrees that if any Covered Entity shall fail in any manner whatsoever to perform or observe any of its Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document, then the Performance Guarantor will itself duly and punctually perform or observe such Guaranteed Obligations or cause to be performed or observed such Guaranteed Obligations, subject to the terms set forth in the Transaction

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Documents. It shall not be a condition to the accrual of the obligation of the Performance Guarantor hereunder to perform or observe any Guaranteed Obligation or to cause to be performed or observed any Guaranteed Obligation that the Administrative Agent, any Lender, the Borrower, Intermediate SPE or any other Person shall have first made any request of or demand upon or given any notice to the Performance Guarantor, any Covered Entity or any of their respective successors and assigns or have initiated any action or proceeding against the Performance Guarantor, any Covered Entity or any of their respective successors and assigns in respect thereof. Subject to the terms set forth in the Transaction Documents, the Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to enforce the obligations of the Performance Guarantor under this Performance Undertaking without first pursuing or exhausting any right or remedy which the Administrative Agent or any Lender may have against any Covered Entity, the Borrower, Intermediate SPE, any other Person, the Pool Receivables or any other property. The Performance Guarantor agrees that its obligations under this Performance Undertaking shall be irrevocable. It is expressly acknowledged that this Performance Undertaking is a guarantee of performance only and is not a guarantee of the payment of any Pool Receivables and there shall be no recourse to the Performance Guarantor for any non-payment or delay in payment of any Pool Receivables solely on account of the insolvency, bankruptcy, financial inability to pay or lack of creditworthiness of the related Obligor or for any Guaranteed Obligations the payment of which could otherwise constitute recourse to the Performance Guarantor or any Covered Entity for uncollectable Pool Receivables (except to the extent such Pool Receivable is uncollectible as a result of the action or inaction of the Performance Guarantor or any Covered Entity under any of the Transaction Documents).

Section 2.    Validity of Obligations.

    (a)    The Performance Guarantor agrees that its obligations under this Performance Undertaking are absolute and unconditional and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Guaranteed Obligations), irrespective of: (i) the validity, enforceability, avoidance, subordination, discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Guaranteed Obligations, (ii) the absence of any attempt by any Secured Party (or by the Borrower or Intermediate SPE) to collect any Pool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain performance or observance of the Guaranteed Obligations from the Covered Entities or the Borrower, Intermediate SPE or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of any indulgence by any Secured Party (or by the Borrower or Intermediate SPE) with respect to any provision of any agreement or instrument evidencing the Guaranteed Obligations, (iv) any change of the time, manner or place of performance of, or in any other term of any of the Guaranteed Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Guaranteed Obligations, or rights of the Secured Parties (or of the Borrower or Intermediate SPE) with respect thereto, (vi) the failure by any Secured Party (or by the Borrower or Intermediate SPE) to take any steps to perfect and maintain perfected its interest in any Collateral or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by, or to notify or file with, any Governmental Authority required in connection with

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the performance of the obligations hereunder by the Performance Guarantor, (viii) any manner of application of Collateral or any other assets of any Covered Entity or of the Borrower or Intermediate SPE, or proceeds thereof, to satisfy all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any collateral for all or any of the Guaranteed Obligations or as otherwise permitted under the Transaction Documents, (ix) any change, restructuring or termination of the corporate structure or existence of any Covered Entity, the Borrower, Intermediate SPE or the Performance Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, any Covered Entity, the Borrower, Intermediate SPE or any of their assets or obligations, and (x) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guaranteed Obligations or any agreement relating thereto. The Performance Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Performance Undertaking. The Performance Guarantor’s obligations under this Performance Undertaking shall not be limited if any Secured Party is precluded for any reason (including, without limitation, the application of the automatic stay under Section 362 of the Federal Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Guaranteed Obligations, and the Performance Guarantor shall perform or observe, upon demand, the Guaranteed Obligations that would otherwise have been due and performable or observable by any Covered Entity had such rights and remedies been permitted to be exercised.

    (b)    Should any money due or owing under this Performance Undertaking not be recoverable from the Performance Guarantor due to any of the matters specified in this Section 2, then, in any such case, such money shall nevertheless be recoverable from the Performance Guarantor as though the Performance Guarantor were principal debtor in respect thereof and not merely a guarantor and shall be paid by the Performance Guarantor forthwith. The Performance Guarantor further agrees that, to the extent that any Covered Entity, the Borrower, Intermediate SPE or any other Person makes a payment or payments to any Secured Party in respect of any Guaranteed Obligation, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to such Covered Entity, the Borrower, Intermediate SPE or other Person, as applicable, or to the estate, trustee, or receiver of any Covered Entity, the Borrower, Intermediate SPE, any other Person or any other party, including, without limitation, the Performance Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Guaranteed Obligations or any part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

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Section 3.    Reinstatement, Etc.

The Performance Guarantor agrees that this Performance Undertaking shall continue to be effective or shall be automatically reinstated, as the case may be, if and to the extent that for any reason any payment (in whole or in part) by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization (including, without limitation, upon the insolvency, bankruptcy or reorganization of any Covered Entity) or otherwise, as though such payment had not been made, and the Performance Guarantor agrees that it will indemnify Administrative Agent and each Lender on demand for all reasonable costs and expenses (including the reasonable fees, charges and disbursements of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Section 4.    Waiver.

The Performance Guarantor hereby waives promptness, diligence, notice of acceptance, notice of default by any Covered Entity, notice of the incurrence of any Guaranteed Obligation and any other notice with respect to any of the Guaranteed Obligations and this Performance Undertaking, and any other document related thereto or to any of the Transaction Documents and any requirement that any Secured Party (or the Borrower or Intermediate SPE) exhaust any right or take any action against any Covered Entity, the Borrower, Intermediate SPE, any other Person or any property. The Performance Guarantor represents and warrants to the Secured Parties that it has adequate means to obtain from the Covered Entities, the Borrower and Intermediate SPE, on a continuing basis, all information concerning the financial condition of the Covered Entities, the Borrower and Intermediate SPE, and that it is not relying on any Secured Party to provide such information either now or in the future.

Section 5.    Subrogation.

The Performance Guarantor hereby waives all rights of subrogation (whether contractual or otherwise) to the claims, if any, of any Secured Party (or the Borrower or Intermediate SPE) against the Covered Entities and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from the Covered Entities which may otherwise have arisen in connection with this Performance Undertaking until one year and one day have elapsed since the Final Payout Date.

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Section 6.    Representations and Warranties of the Performance Guarantor.

The Performance Guarantor hereby represents and warrants to the Administrative Agent and each of the other Secured Parties as of the date hereof, as of each Payment Date and as of each Borrowing Date, as follows:

    (a)    Organization and Qualification. The Performance Guarantor (i) is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation, (ii) has full power and authority under its Organizational Documents and under the Laws of the jurisdiction of its organization or formation to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and (iii) is duly qualified to do business, is in good standing as a foreign entity, and has obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals where a failure to do so could reasonably be expected to have or result in a Material Adverse Effect.

    (b)    Authority; No Conflict or Violation. The execution, delivery and performance by the Performance Guarantor of this Performance Undertaking, the performance of its obligations under this Performance Undertaking, and the consummation of the transactions contemplated in this Performance Undertaking, have been duly authorized by all necessary corporate action on the part of the Performance Guarantor and do not and will not (i) (A) require any consent or approval of its board of directors or shareholders, or (B) require any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect, (ii) violate any provision of (A) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to the Performance Guarantor or (B) the Organizational Documents of the Performance Guarantor, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Performance Guarantor is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the Collateral except, with respect to clauses (i)(B), (ii)(A) and (iii) above, where the failure to so comply with any of the foregoing could not reasonably be expected to have a Material Adverse Effect.

    (c)    Legal Agreement. This Performance Undertaking has been duly authorized, executed and delivered by the Performance Guarantor, and constitutes the legal, valid and binding obligations of the Performance Guarantor, enforceable against it in accordance with its terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

    (d)    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

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(i)    None of (A) the Performance Guarantor, any Subsidiary or, to the knowledge of the Performance Guarantor or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (B) any agent or representative of the Performance Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the Transaction Documents, (I) is a Sanctioned Person or currently the subject or target of any Sanctions, (II) has its assets located in a Sanctioned Country, (III) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any Governmental Authority regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a Governmental Authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (IV) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

(ii)    Each of the Performance Guarantor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Performance Guarantor and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iii)    Each of the Performance Guarantor and its Subsidiaries, and to the knowledge of Performance Guarantor, director, officer, employee, agent and Affiliate of the Performance Guarantor and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iv)    No proceeds of any Advance have been used, directly or indirectly, by the Performance Guarantor, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 5.2(h) of the Credit and Security Agreement.

    (e)    Information. No written information (including, without limitation, all Settlement Reports) heretofore furnished by (or on behalf of) the Performance Guarantor to the Administrative Agent or any of the Lenders for purposes of or in connection with this Performance Undertaking or any transaction contemplated hereby contains, and no such written information hereafter furnished by (or on behalf of) the Performance Guarantor to the Administrative Agent or any of the Lenders, will contain, any material misstatement of fact.

    (f)    Compliance with Laws. The Performance Guarantor is in compliance in all material respects with requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or its properties, except in such instances in which (ii) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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    (g)    Material Adverse Effect. Since February 29, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

(h)    Opinions. The facts regarding the AZZ Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Performance Undertaking and the other Transaction Documents are true and correct in all material respects.

    (i)    [Intentionally Omitted].

    (j)    Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending, or, to the best knowledge of the Performance Guarantor, threatened, against the Performance Guarantor before any Governmental Authority and (ii) the Performance Guarantor is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) or (ii), (A) asserts the invalidity of this Performance Undertaking or any other Transaction Document, (B) seeks to prevent the consummation of any of the transactions contemplated by this Performance Undertaking or any other Transaction Document, (C) seeks any determination or ruling that could materially and adversely affect the performance by the Performance Guarantor of its obligations under, or the validity or enforceability of, this Performance Undertaking or any of the other Transaction Documents or (D) could reasonably be expected to have a Material Adverse Effect.

    (k)    InvestmentCompanyAct. The Performance Guarantor is not required to register as an “investment company” within the meaning of the Investment Company Act.

    (l)    Solvency. The Performance Guarantor is Solvent.

    (m)    Separateness. The Performance Guarantor is aware that the Administrative Agent and the other Secured Parties have entered into the Credit and Security Agreement in reliance on the Borrower and Intermediate SPE each being a separate entity from the Performance Guarantor and the Performance Guarantor’s other Affiliates (including, without limitation, the Covered Entities) and has taken such actions and implemented such procedures as are necessary on its part to ensure that the Performance Guarantor and each of its Affiliates (including, without limitation, the Covered Entities) will take all steps necessary to maintain each of the Borrower’s and Intermediate SPE’s identity as a separate legal entity from the Performance Guarantor and its Affiliates (including, without limitation, the Covered Entities) and to make it manifest to third parties that each of the Borrower and Intermediate SPE is an entity with assets and liabilities distinct from those of the Performance Guarantor and its Affiliates (including, without limitation, the Covered Entities).

    (n)    Preliminary Statements. The statements set forth in the preliminary statements to this Performance Undertaking are true and correct in all material respects.

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Section 7.    Certain Covenants.

The Performance Guarantor covenants and agrees that, from the date hereof until the Final Payout Date, the Performance Guarantor will observe and perform all of the following covenants.

    (a)    Ownership and Control. The Performance Guarantor shall continue to own, directly or indirectly, 100% of the issued and outstanding Capital Stock of each Originator, the Master Servicer, the Borrower and Intermediate SPE. Without limiting the generality of the foregoing, the Performance Guarantor shall not permit the occurrence of any Change of Control.

    (b)    Preservation of Existence and Franchises. The Performance Guarantor shall maintain its organizational existence and its rights and franchises in full force and effect in its jurisdiction of incorporation. The Performance Guarantor shall take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its business, except, in each case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

    (c)    Compliance with Laws. The Performance Guarantor shall comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

    (d)    Further Assurances. The Performance Guarantor will, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Administrative Agent and the Lenders may reasonably request from time to time in order to carry out the intent and purposes of this Performance Undertaking and the transactions contemplated by this Performance Undertaking and the other Transaction Documents. Without limiting the foregoing, the Performance Guarantor hereby agrees from time to time, at its own expense, promptly to provide such information (including non-financial information) with respect to itself and each Covered Entity as the Administrative Agent or any Lender may reasonably request.

    (e)    Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. The Performance Guarantor will, and will cause each of its Subsidiaries to, maintain in effect and enforce policies and procedures designed to ensure compliance by the Performance Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

    (f)    [Intentionally Omitted].

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    (g)    Actions Contrary to Separateness. The Performance Guarantor will not take any action inconsistent with the terms of Section 5.1(l) of the Credit and Security Agreement.

    (h)    Payments on Receivables; CollectionAccounts. If any payments on the Pool Receivables or other Collections are received by the Performance Guarantor, it shall hold such payments in trust for the benefit of the Administrative Agent and the Lenders and promptly (but in any event within five (5) Business Days after receipt) remit such funds into a Collection Account.

Section 8.    Amendments, Etc.

No amendment or waiver of any provision of this Performance Undertaking shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Performance Guarantor, and no consent to any departure by the Performance Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 9.    Addresses for Notices.

All notices and other communications provided for hereunder shall be in writing and mailed, sent or delivered to it (a) if to the Administrative Agent, to its address specified for notices in the Credit and Security Agreement, (b) if to any Secured Party, to such Secured Party’s address specified for notices in the Credit and Security Agreement, and (c) if to the Performance Guarantor, to its address set forth below, or in either case, to such other address as the relevant party specified to the other from time to time in writing:

AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX 76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by regular mail), notices and communications sent by email shall be effective when confirmed by electronic receipt or otherwise acknowledged, and notices and communications sent by other means shall be effective when received.

Section 10.    No Waiver; Remedies.

No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or

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the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable Law.

Section 11.    Continuing Agreement; Third Party Beneficiaries; Assignment.

This Performance Undertaking is a continuing agreement and shall (i) remain in full force and effect until the later of (x) the payment and performance in full of the Guaranteed Obligations and all other amounts payable under this Performance Undertaking and (y) one year and a day after the Final Payout Date, (ii) be binding upon the Performance Guarantor, its successors and assigns and (iii) inure to the benefit of, and be enforceable by the Administrative Agent, the other Secured Parties and their respective successors and assigns. Without limiting the generality of the foregoing clause (iii), upon any assignment by a Lender permitted pursuant to the Credit and Security Agreement, the applicable assignee shall thereupon become vested with all the benefits in respect thereof granted to the Lenders herein or otherwise. Each of the parties hereto hereby agrees that each of the Lenders and the other Secured Parties shall be a third-party beneficiary of this Performance Undertaking. The Performance Guarantor shall not assign, delegate or otherwise transfer any of its obligations or duties under this Performance Undertaking without the prior written consent of the Administrative Agent and the Lenders in their sole discretion. Any payments hereunder shall be made in full in U.S. Dollars without any set-off, deduction or counterclaim and the Performance Guarantor’s obligations hereunder shall not be satisfied by any tender or recovery of another currency except to the extent such tender or recovery results in receipt of the full amount of U.S. Dollars required hereunder.

Section 12.    Mutual Negotiations.

This Performance Undertaking is the product of mutual negotiations by the parties hereto and their counsel, and no party shall be deemed the draftsperson of this Performance Undertaking or any provision hereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Performance Undertaking, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

Section 13.    Costs and Expenses.

The Performance Guarantor shall pay upon demand (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Performance Undertaking or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (b) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders), in connection with the enforcement or protection of its rights in connection with this Performance Undertaking, including its rights under this Section 13.

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Section 14.    Governing Law.

This Performance Undertaking shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, but without regard to any other conflict of laws provisions thereof).

Section 15.    Consent to Jurisdiction.

    (i)    THE PERFORMANCE GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PERFORMANCE UNDERTAKING OR ANY DOCUMENT EXECUTED BY THE PERFORMANCE GUARANTOR PURSUANT TO THIS PERFORMANCE UNDERTAKING, AND THE PERFORMANCE GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO BRING PROCEEDINGS AGAINST THE PERFORMANCE GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE PERFORMANCE GUARANTOR AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PERFORMANCE UNDERTAKING OR ANY DOCUMENT EXECUTED BY THE PERFORMANCE GUARANTOR PURSUANT TO THIS PERFORMANCE UNDERTAKING SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

    (ii)    The Performance Guarantor consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified in Section 9. Nothing in this Section 15 shall affect the right of the Administrative Agent or any other Secured Party to serve legal process in any other manner permitted by law.

Section 16.    Waiver of Jury Trial.

Each party hereto hereby waives trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Performance Undertaking, any document

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executed by the Performance Guarantor pursuant to this Performance Undertaking or the relationship established hereunder or thereunder.

Section 17.    Payments.

All payments to be made by the Performance Guarantor hereunder shall be made at the principal office of the Administrative Agent set forth in the Credit and Security Agreement (or at such other place for the account of the Administrative Agent as it may from time to time specify to the Performance Guarantor) in immediately available and freely transferable funds at the place of payment, all such payments to be paid without setoff, counterclaim or reduction and without deduction for, and free from, any and all Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of the Performance Guarantor) requires the deduction or withholding of any Tax from any such payment by the Performance Guarantor or the Administrative Agent, then such Person shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax (as defined in the Credit and Security Agreement, but with the reference therein to the Borrower being deemed a reference to the Performance Guarantor), then the sum payable by the Performance Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 17) the Administrative Agent and/or each Lender, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Section 18.    Set-off Rights of Secured Parties.

The Administrative Agent and the other Secured Parties may from time to time, following the demand therefore by such Person, set-off and apply any liabilities any such Person may have to the Performance Guarantor (including liabilities in respect of any monies deposited with it by the Performance Guarantor) against any and all of the obligations of the Performance Guarantor to such Person now or hereafter existing under this Performance Undertaking.

Section 19.    Severability.

If any term or provision of this Performance Undertaking shall be determined to be illegal or unenforceable to any extent with respect to any person or circumstance, the enforceability of such term or provision shall not be affected with respect to any other person or circumstance, and such term or provision shall be enforceable to the fullest extent permitted by applicable Law.

Section 20.    Counterparts.

This Performance Undertaking may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Performance Undertaking. Delivery of an executed counterpart of a signature page of this

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Performance Undertaking by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Performance Undertaking. The words “execution,” “signed,” “signature,” and words of like import in this Performance Undertaking shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

[Signature Pages Follow]

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In Witness Whereof, the Performance Guarantor has caused this Performance Undertaking to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

    AZZ Inc.,
as Performance Guarantor

    By: /s/ Tara D. Mackey    

    Name:    Tara D. Mackey

    Title:     Chief Legal Officer and Secretary

[Signature Page to Performance Undertaking]

Accepted as of the date hereof:

    Wells Fargo Bank, National Association,
as Administrative Agent

    By: /s/ Brian Gallagher    

    Name:    Brian Gallagher

    Title:    Executive Director

[Signature Page to Performance Undertaking]

EX-10.5

Exhibit 10.5

Execution Version

Pledge Agreement

This Pledge Agreement, dated as of July 10, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), is between AZZ SPE LLC, a Delaware limited liability company (the “Pledgor”), and Wells Fargo Bank, National Association, as administrative agent under the Credit and Security Agreement defined below (together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Administrative Agent and the other Secured Parties under the Credit and Security Agreement.

Recitals

Concurrently herewith, AZZ SPE-1 LLC, a Delaware limited liability company (the “Borrower”), Arbor-Crowley, LLC, a Delaware limited liability company, as the Master Servicer (in such capacity, the “Master Servicer”), the Lenders from time to time party thereto, and the Administrative Agent are entering into that certain Credit and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), pursuant to which, among other things, the Lenders may from time to time make Incremental Advances to the Borrower. Capitalized terms used herein, but not otherwise defined herein, shall have the respective meanings assigned to such terms in the Credit and Security Agreement.

The Pledgor is the owner of 100% of the Capital Stock of the Borrower, and, in order to induce the Lenders to enter into the Credit and Security Agreement, and as a condition precedent to the Lenders’ obligations thereunder, and because the Pledgor will derive substantial direct and indirect benefit from the transactions contemplated by the Credit and Security Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Pledgor has agreed to grant to the Administrative Agent, for benefit of the Secured Parties, a continuing security interest in and to the Pledged Collateral (as hereinafter defined) to secure the Secured Obligations (as hereinafter defined). Accordingly, the parties hereto agree as follows:

Section 1.    Pledge. To secure the due and punctual payment of all Secured Obligations, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, in accordance with the terms thereof and to secure the performance of all of the Secured Obligations, the Pledgor hereby grants to the Administrative Agent for the benefit of the Secured Parties a security interest in, and it hereby pledges and assigns to the Administrative Agent for the benefit of the Secured Parties all of its right, title and interest in, to and under (including but not limited to the right to enforce), the Pledged Collateral.

“Pledged Collateral” means the Pledged Membership Interests and any and all Proceeds thereof.

“Pledged Membership Interests” means all of the Pledgor’s right, title, and interest, whether now existing or hereafter acquired, in and to any membership interests in the Borrower,

Intermediate SPE Pledge Agreement - AZZ (2025)

all certificates, if any, from time to time representing any of the Pledgor’s right, title and interest in such membership interests, any contracts and instruments pursuant to which any such membership interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests, and all of the Pledgor’s right, title and interest in all additional membership interests in the Borrower from time to time acquired by the Pledgor in any manner, including all certificates, if any, from time to time representing any such additional membership interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional membership interests.

“Proceeds” means all “proceeds” (as defined in the UCC), and also means and includes all proceeds of, and all other profits, products, rents, dividends, distributions or receipts, in whatever form, arising from the collection, sale, lease, license, exchange, assignment or other disposition of or other distribution on account of, realization upon, payment for the use of or rights arising out of Pledged Collateral.

“Secured Obligations” means all Borrower Obligations.

Section 2.    Delivery of Pledged Collateral. If any of the Pledged Collateral is at any time represented or evidenced by certificates or instruments, the Pledgor shall promptly deliver all such certificates or instruments representing or evidencing such Pledged Collateral from time to time to the Administrative Agent (or its designated custodian) in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. If at any time that any of the Pledged Collateral is represented or evidenced by certificates or instruments the Administrative Agent notifies the Pledgor that it requires additional stock powers or such other instruments of transfer endorsed in blank, the Pledgor shall promptly execute in blank and deliver the requested stock power or transfer instrument to the Administrative Agent.

Section 3.    Representations and Warranties. The Pledgor represents and warrants that:

    (a)    The Pledged Membership Interests constitute all of the membership interests of the Borrower.

    (b)    The Pledged Membership Interests have been duly authorized and validly issued and are not subject to any capital call or other additional capital requirement and not subject to any preemptive rights, warrants, options or similar rights or restrictions in favor of third-parties or any contractual or other restrictions upon transfer other than as permitted under the Credit and Security Agreement.

    (c)    The Pledged Membership Interests are not governed by Article 8 of the UCC as in effect in the jurisdiction of the issuer of such Pledged Membership Interests.

    (d)    The Pledgor is the legal and beneficial owner of the Pledged Collateral, free and clear of any Liens other than Permitted Liens.

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    (e)    The Pledgor has not performed any acts which might prevent the Administrative Agent from enforcing any of the terms of this Pledge Agreement or which would limit the Administrative Agent in any such enforcement.

    (f)    Other than financing statements or other similar or equivalent documents or instruments with respect to the Liens created hereunder and Permitted Liens, no financing statement, mortgage, security agreement or similar or equivalent document or instrument covering all or any part of the Pledged Collateral is on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a Lien on such Pledged Collateral.

    (g)    The Pledged Membership Interests are not evidenced by certificates or other instruments. Upon the filing of a financing statement naming the Pledgor as “debtor” and the Administrative Agent as “secured party” and describing the Pledged Collateral as the “collateral”, the Administrative Agent will have a valid, perfected security interest in all right, title and interest of the Pledgor in the Pledged Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens.

    (h)    The Pledgor is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware. The Pledgor is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary.

    (i)    The execution, delivery and performance by the Pledgor of this Pledge Agreement and the other Transaction Documents to which it is a party, the performance of its obligations under this Pledge Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Pledge Agreement and the other Transaction Documents to which it is a party, have been duly authorized by all necessary limited liability company action on the part of the Pledgor and do not and will not (i) require any consent or approval of its manager(s) or member(s), or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to this Pledge Agreement, (ii) violate any provision of (A) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to the Pledgor or (B) the Organizational Documents of the Pledgor, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Pledgor is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by the Pledgor.

    (j)    This Pledge Agreement and each of the other Transaction Documents to which the Pledgor is a party have been duly authorized, executed and delivered by the Pledgor, and constitute the legal, valid and binding obligations of the Pledgor, enforceable against it in accordance with their respective terms, except to the extent that such enforcement may be limited

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by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

Section 4.    Further Assurances. The Pledgor will, from time to time at its expense and in such manner and form as the Administrative Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that from time to time may be necessary or advisable, or that the Administrative Agent may reasonably request, in order to create, preserve, perfect, confirm or validate first-priority Liens in the Pledged Collateral or to enable the Administrative Agent and the other Secured Parties to obtain the full benefit of this Pledge Agreement or to exercise and enforce any of its rights, powers and remedies created hereunder or under applicable Law with respect to any of the Pledged Collateral. To the extent permitted by applicable Law, the Pledgor hereby authorizes (but does not obligate) the Administrative Agent to file, in the name of the Pledgor or otherwise and without the signature or other separate authorization or authentication of the Pledgor appearing thereon, such UCC financing statements or continuation statements as the Administrative Agent may reasonably deem necessary or appropriate to further perfect or maintain the perfection of the Lien on the Pledged Collateral. The Pledgor shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other assignment documents concerning the Pledged Collateral. Notwithstanding the foregoing, in no event shall the Administrative Agent have any duty or obligation (i) for the perfection, priority, continuation of perfection, enforceability, sufficiency or validity of any security interest in or related to the Pledged Collateral or to prepare or file any UCC financing statement, continuation statement or amendment thereto or (ii) for the recording of any document or instrument relating to this Pledge Agreement or the Pledged Collateral in any public office.

Section 5.    Voting Rights; Dividends; Etc.

    (a)    So long as no Amortization Event shall have occurred and be continuing, (i) the Pledgor shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Pledged Collateral or any part thereof, for any purpose not inconsistent with the terms of this Pledge Agreement or the other Transaction Documents; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action would violate or be inconsistent with any of the terms of this Pledge Agreement, any other Transaction Document, or would impair the position or interests of the Administrative Agent or any other Secured Party hereunder or thereunder.

    (ii)    The Pledgor shall be entitled to receive and retain, free and clear of all liens hereunder, any and all dividends permitted under the Credit and Security Agreement paid in respect of the Pledged Collateral; provided, however, that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal

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of, or in redemption of, or in exchange for, any Pledged Collateral, shall be Pledged Collateral and shall be forthwith delivered to the Administrative Agent or its designee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Parties and be forthwith delivered to the Administrative Agent or its designee as Pledged Collateral in the same form as so received (with any necessary endorsement).

    (b)    Upon the occurrence and during the continuance of an Amortization Event and upon notice by Administrative Agent to exercise such rights to the Pledgor:

    (i)    Administrative Agent may exercise all voting, management, administration and other consensual rights of Pledgor and Administrative Agent shall receive all dividends, distributions and other payments with respect to the Pledged Collateral.

    (ii)    All dividends, distributions and other payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 5(b) shall be received in trust for the benefit of the Secured Parties, and shall be forthwith paid over to the Administrative Agent or its designee as Pledged Collateral in the same form as so received (with any necessary indorsement).

    (iii)    Neither the rights granted to the Administrative Agent under this Section 5, nor the exercise of those rights, shall require the Administrative Agent to assume or perform any duties of a general partner, limited partner, shareholder, manager or member or assume any liability of a general partner, limited partner, shareholder, manager or member in respect of the Pledged Collateral.

Section 6.    Transfers and Other Liens.

    (a)    The Pledgor agrees that it will not, except as expressly permitted in the Transaction Documents, (i) sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or (ii) create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Pledge Agreement and the Permitted Liens.

    (b)    The Pledgor agrees that it will pledge hereunder, promptly upon the Pledgor’s acquisition (directly or indirectly) thereof, any and all additional membership interests in the Borrower.

Section 7.    Administrative Agent Appointed Attorney-in Fact. The Pledgor hereby irrevocably appoints the Administrative Agent and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of the Pledgor, the Administrative Agent, the other Secured Parties or otherwise, for the sole use and benefit of the Administrative Agent and the other Secured Parties, but at the Pledgor’s expense, to the extent permitted by Law, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable

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to accomplish the purposes of this Pledge Agreement, including, without limitation (but in each case in accordance with the terms of this Pledge Agreement), to receive, indorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the Secured Obligations are paid in full and until there is no commitment by any Secured Party to make further advances, incur obligations or otherwise give value.

Section 8.    Administrative Agent May Perform. If the Pledgor fails to perform any agreement contained herein, the Administrative Agent may itself perform, or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by the Pledgor.

Section 9.    Standard of Care. The Administrative Agent’s and the other Secured Parties’ duty with respect to the custody, safekeeping and physical preservation of the Collateral in its or their possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto shall be solely to deal with it in the same manner as the Administrative Agent and/or Secured Parties deal with similar property for its own account. The Pledgor agrees that the Administrative Agent shall at no time be required to, nor shall the Administrative Agent be liable to the Pledgor for any failure to, account separately to the Pledgor for amounts received or applied by the Administrative Agent from time to time in respect of the Pledged Collateral pursuant to the terms of this Pledge Agreement. The Administrative Agent shall not be liable or responsible for any loss or damage to any of the Pledged Collateral or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by the Administrative Agent in good faith.

Section 10.    Remedies upon Amortization Event. If any Amortization Event shall have occurred and be continuing:

    (a)    The Administrative Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Pledged Collateral), the Uniform Commercial Code of any applicable jurisdiction, or similar law under any applicable jurisdiction, and the Administrative Agent may also, upon notice specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale may be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by

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announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

    (b)    Any cash held by the Administrative Agent or its designee as Pledged Collateral and all cash proceeds received by the Administrative Agent or its designee in respect of any sale of, or other realization upon all or any part of the Pledged Collateral shall be applied by the Administrative Agent against the Secured Obligations in accordance with the priorities set forth in Section 2.2(b) of the Credit and Security Agreement. Any surplus of such cash proceeds held by the Administrative Agent or its designee and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

    (c)    (i) In view of the position of the Pledgor in relation to Pledged Collateral constituting securities, or because of other present or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Securities Act of 1933 and any such similar statute as from time to time in effect being herein called the “Federal Securities Laws”) with respect to any disposition of any securities permitted hereunder. The Pledgor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of such Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any such Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Pledged Collateral constituting securities under applicable blue sky laws or other state securities laws or similar laws analogous in purpose or effect. Under applicable Law, in the absence of an agreement to the contrary, the Administrative Agent may be held to have certain general duties and obligations to the Pledgor to make some effort toward obtaining a fair price even though the obligations of the Pledgor may be discharged or reduced by the proceeds of a sale at a lesser price. The parties hereto acknowledge and agree that the Administrative Agent shall not have any such general duty or obligation to the Pledgor, and the Pledgor will not attempt to hold the Administrative Agent responsible for selling all or any part of the Pledged Collateral constituting securities at any inadequate price even if the Administrative Agent shall accept the first offer received or does not approach more than one possible purchaser.

    (ii)    Accordingly, the Pledgor expressly agrees that the Administrative Agent is authorized, in connection with any sale of Pledged Collateral constituting securities, if it deems it advisable so to do, (A) to restrict the prospective bidders on or purchasers of any of such Pledged Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Collateral, (B) to cause to be placed on certificates for any or all of such Pledged Collateral or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Securities Act of 1933 and (C) to impose such other limitations or conditions in connection with any such sale as the Administrative Agent deems necessary or advisable in order to comply with said Securities Act of 1933 or any other Law.

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The Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with the Securities Act of 1933 and all other applicable Laws. The Pledgor acknowledges and agrees that such limitations may result in prices and other terms less favorable to the seller than if such limitations were not imposed, and, notwithstanding such limitations, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner, it being the agreement of the Pledgor and the Administrative Agent that the provisions of this Section 10 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells the Pledged Collateral constituting securities. The Administrative Agent shall have no obligation to delay a sale of any Pledged Collateral for a period of time necessary to permit the issuer of any securities contained therein to register such securities under the Federal Securities Laws, or under applicable state securities laws, even if the issuer would agree to do so.

Section 11.    Security Interest Absolute. All rights of the Administrative Agent, all pledges and security interests hereunder and all obligations of the Pledgor hereunder are unconditional and absolute and independent and separate from any other pledge or security for or guaranty of the Secured Obligations, whether executed by the Pledgor or any other Person. Without limiting the generality of the foregoing, the obligations of the Pledgor hereunder shall not be released, discharged or otherwise affected or impaired by:

    (a)    any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any Secured Obligation under the Credit and Security Agreement, any other Transaction Document or any other agreement or instrument evidencing or securing any Secured Obligation, by operation of law or otherwise;

    (b)    any change in the manner, place, time or terms of payment of any Secured Obligation or any other amendment, supplement or modification to the Credit and Security Agreement, any other Transaction Document or any other agreement or instrument evidencing or securing any Secured Obligation;

    (c)    any release, non-perfection or invalidity of any other security for any Secured Obligation, any sale, exchange, surrender, realization upon, offset against or other action in respect of any security for any Secured Obligation or any release of any other obligor in respect of any Secured Obligation;

    (d)    any change in the existence, structure or ownership of the Pledgor, or any insolvency, bankruptcy, reorganization, arrangement, readjustment, composition, liquidation or other similar proceeding affecting the Pledgor or its assets or any resulting disallowance, release or discharge of all or any portion of any Secured Obligation;

    (e)    the existence of any claim, set-off or other right which the Pledgor may have at any time against the Administrative Agent, any other Secured Party or any other Person, whether in connection herewith or any unrelated transaction; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

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    (f)    any invalidity or unenforceability for any reason of the Credit and Security Agreement, any other Transaction Document or any other agreement or instrument evidencing or securing any Secured Obligation, or any provision of applicable Law or regulation purporting to prohibit the payment by the Pledgor of any Secured Obligation;

    (g)    any failure by the Administrative Agent or any other Secured Party: (i) to file or enforce a claim against the Pledgor or its estate (in a bankruptcy or other proceeding); (ii) to give notice of the existence, creation or incurrence by the Pledgor of any new or additional indebtedness or obligation under or with respect to the Secured Obligations; (iii) to commence any action against the Pledgor; (iv) to disclose to the Pledgor any facts which the Administrative Agent or such other Secured Party may now or hereafter know with regard to the Pledgor; or (v) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Secured Obligations;

    (h)    any direction as to application of payment by the Pledgor or any other Person;

    (i)    any subordination by any Secured Party of the payment of any Secured Obligation to the payment of any other liability (whether matured or unmatured) of the Pledgor to its creditors;

    (j)    any act or failure to act by the Administrative Agent or any other Secured Party under this Pledge Agreement or otherwise which may deprive the Pledgor of any right to recover full indemnity for any payments made by the Pledgor in respect of the Secured Obligations; or

    (k)    any other act or omission to act or delay of any kind by the Pledgor, the Administrative Agent or any other Secured Party or any other Person or any other circumstance whatsoever (other than payment and performance in full of the Secured Obligations) which might, but for the provisions of this clause, constitute a legal or equitable discharge of the Pledgor’s obligations hereunder.

Section 12.    Amendments and Waivers. Any provision of this Pledge Agreement may be amended, changed, discharged, terminated or waived if, but only if, such amendment or waiver is in writing and is signed by the Pledgor and the Administrative Agent, at all times prior to the time on which all Secured Obligations have been paid in full and all Commitments with respect thereto have been terminated.

Section 13.    Notices. Unless otherwise specified herein, all notices, requests or other communications to any party hereunder shall be given in accordance with Section 12.2 of the Credit and Security Agreement.

Section 14.    No Waivers; Non-Exclusive Remedies. No failure or delay on the part of the Administrative Agent or any other Secured Party to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Pledge Agreement or any other Transaction Document or any other document or agreement contemplated hereby or thereby and no course of dealing between the Administrative Agent or any other Secured Party and the Pledgor shall operate as a waiver thereof nor shall any single or partial exercise of any

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such right, power or privilege hereunder or under any other Transaction Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein and in the other Transaction Documents are cumulative and are not exclusive of any other remedies provided by law. Without limiting the foregoing, nothing in this Pledge Agreement shall impair the right of any Secured Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Pledgor.

Section 15.    Successors and Assigns. This Pledge Agreement shall be binding upon each of the parties hereto and inure to the benefit of the Administrative Agent and the other Secured Parties and their respective successors and assigns. In the event of an assignment of all or any of the Secured Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. The Pledgor will not assign or delegate any of its rights and duties hereunder without the prior written consent of the Administrative Agent and all of the Lenders.

Section 16.    Governing Law; Submission to Jurisdiction. This Pledge Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, but without regard to any other conflict of laws provisions thereof). THE PLEDGOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY DOCUMENT EXECUTED BY THE PLEDGOR PURSUANT TO THIS PLEDGE AGREEMENT, AND THE PLEDGOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO BRING PROCEEDINGS AGAINST THE PLEDGOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE PLEDGOR AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS PLEDGE AGREEMENT OR ANY DOCUMENT EXECUTED BY THE PLEDGOR PURSUANT TO THIS PLEDGE AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

Section 17.    Waiver of Jury Trial. Each party hereto hereby waives trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Pledge Agreement, any document executed by the Pledgor pursuant to this Pledge Agreement or the relationship established hereunder or thereunder.

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Section 18.    Severability. If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Administrative Agent and the other Secured Parties in order to carry out the intentions of the parties hereto as nearly as may be possible; and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provisions in any other jurisdiction.

Section 19.    Counterparts; Effectiveness. This Pledge Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Pledge Agreement. Delivery of an executed counterpart of a signature page of this Pledge Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Pledge Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Pledge Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act. This Pledge Agreement shall become effective with respect to the Pledgor when the Administrative Agent shall receive counterparts hereof executed by itself and the Pledgor.

Section 20.    Termination. Upon the full, final and irrevocable payment and performance of all Secured Obligations and the termination of all Commitments under the Credit and Security Agreement, the Liens created hereunder shall terminate and all rights to the Pledged Collateral shall revert to the Pledgor. Upon the termination of such Liens, the Administrative Agent will, upon request by and at the expense of the Pledgor, execute and deliver to the Pledgor such documents as it shall reasonably request to evidence the termination of the Liens created hereunder. Any such documents shall be without recourse to or warranty by the Administrative Agent or the other Secured Parties.

Section 21.    Entire Agreement. Each Party hereto agrees that this Pledge Agreement and the other Transaction Documents to which it is a party, represent the final agreement and understanding among the Parties hereto and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the Parties. There are no unwritten oral agreements between the Parties.

Section 22.    Nonconsolidation. The Pledgor will not take any action inconsistent with, and shall comply with, the terms of Section 5.1(l) of the Credit and Security Agreement, Section 6.1(g) of the Contribution Agreement, the Pledgor’s Organizational Documents and the Borrower’s Organizational Documents.

Section 23.    The Administrative Agent. Without limiting any of the rights afforded to the Administrative Agent under this Pledge Agreement, the parties hereto hereby agree that the

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Administrative Agent shall be entitled to the same rights, protections, immunities and indemnities under this Pledge Agreement as are set forth in the Credit and Security Agreement, as if the provisions setting forth those rights, protections, immunities and indemnities were fully set forth herein.

[The Remainder of this page has been intentionally left blank;
signature pages follow]

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In Witness Whereof, the Pledgor and the Administrative Agent have duly executed this Pledge Agreement as of the date first above written.

    Wells Fargo Bank, National Association, as Administrative Agent

By:     /s/ Brian Gallagher    
Name: Brian Gallagher
Title: Executive Director

[Signature Page to Pledge Agreement]

    AZZ SPE LLC, as Pledgor

    By:     /s/ Tara D. Mackey    
Name: Tara D. Mackey
Title: Secretary

[Signature Page to Pledge Agreement]

EX-10.6

Exhibit 10.6

Execution Version

Guaranty Agreement

This Guaranty Agreement (this “Guaranty”), dated as of July 10, 2025, is made by AZZ SPE LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Guarantor”), in favor of Wells Fargo Bank, National Association (“Wells”), as administrative agent under the Credit and Security Agreement defined below (together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Administrative Agent and the other Secured Parties under the Credit and Security Agreement. Capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in, or by reference in, the Credit and Security Agreement.

Preliminary Statements

    (1)    Concurrently herewith, (i) the owners of the Capital Stock of the Guarantor, as originators, Arbor-Crowley, LLC, a Delaware limited liability company, as the Master Servicer (in such capacity, the “Master Servicer”), and Guarantor, as company, are entering into that certain Receivables Transfer Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Transfer Agreement”) and (ii) the Guarantor, the Master Servicer and AZZ SPE-1 LLC, a Delaware limited liability company (the “Borrower”), are entering into that certain Receivables Contribution Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Contribution Agreement”). Each Person from time to time party to the Receivables Transfer Agreement as an originator thereunder is herein referred to as an “Originator” and, collectively, as the “Originators”.

    (2)    Concurrently herewith, the Borrower, the Master Servicer, the Lenders from time to time party thereto, and the Administrative Agent are entering into that certain Credit and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit and Security Agreement”), pursuant to which (i) the Lenders may from time to time make Incremental Advances to the Borrower, (ii) the Borrower has granted to the Administrative Agent (on behalf of the Secured Parties) a security interest in the Collateral, and (iii) the Master Servicer will service the Pool Receivables.

    (3)    As of the date hereof, the Guarantor is the direct owner of 100% of the outstanding Capital Stock of the Borrower.

    (4)    The Guarantor’s execution and delivery of this Guaranty are conditions precedent to the effectiveness of the Credit and Security Agreement.

    (5)    The Guarantor has determined that its execution and delivery of this Guaranty is in its best interests because, inter alia, the Guarantor will derive substantial direct and indirect benefit from (i) each Originator’s contributions of Receivables to the Guarantor from time to time under the Receivables Transfer Agreement, (ii) the Guarantor’s contributions of Receivables to the Borrower from time to time under the Receivables Contribution Agreement, (iii) the financial accommodations made by the Lenders to the Borrower from time to time under the Credit and Security Agreement, and (iv) the other transactions contemplated under the

Intermediate SPE Guaranty - AZZ (2025)

Receivables Transfer Agreement, the Receivables Contribution Agreement and the Credit and Security Agreement.

Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

Section 1.    Unconditional Guaranty; Enforcement.

The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, the Lenders, and the other Secured Parties, the due and punctual payment of all present and future Borrower Obligations, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms thereof. In case of failure by the Borrower punctually to pay any Borrower Obligations, Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower. Without limiting the generality of the foregoing, the Guarantor agrees that if the Borrower shall fail in any manner whatsoever to pay any of the Borrower Obligations when the same shall be required to be paid under any applicable Transaction Document, then the Guarantor will itself duly and punctually pay such Borrower Obligations or cause to be paid such Borrower Obligations, subject to the terms set forth in the Transaction Documents. It shall not be a condition to the accrual of the obligation of the Guarantor hereunder to pay any Borrower Obligation or to cause to be paid any Borrower Obligation that the Administrative Agent, any Lender or any other Person shall have first made any request of or demand upon or given any notice to the Guarantor, the Borrower, the Master Servicer, any Originator, the Performance Guarantor or any of their respective successors and assigns or have initiated any action or proceeding against the Guarantor, the Borrower, the Master Servicer, any Originator, the Performance Guarantor or any of their respective successors and assigns in respect thereof. Subject to the terms set forth in the Transaction Documents, the Administrative Agent (on behalf of itself, the Lenders and the other Secured Parties) may proceed to enforce the obligations of the Guarantor under this Guaranty without first pursuing or exhausting any right or remedy which the Administrative Agent or any Lender may have against the Borrower, the Master Servicer, any Originator, the Performance Guarantor, any other Person, the Pool Receivables or any other property. The Guarantor agrees that its obligations under this Guaranty shall be irrevocable.

Section 2.    Validity of Obligations.

    (a)    The Guarantor agrees that its obligations under this Guaranty are absolute and unconditional and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of all Borrower Obligations), irrespective of: (i) the validity, enforceability, avoidance, subordination, discharge, or disaffirmance by any Person (including a trustee in bankruptcy) of the Borrower Obligations, (ii) the absence of any attempt by any Secured Party (or by the Borrower) to collect any Pool Receivables or to realize upon any other Collateral or any other property or collateral, or to obtain payment of the Borrower Obligations from the Borrower, the Master Servicer, any Originator, the Performance Guarantor or any other Person, (iii) the waiver, consent, amendment, modification, extension, forbearance or granting of

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any indulgence by any Secured Party with respect to any provision of any agreement or instrument evidencing the Borrower Obligations, (iv) any change of the time, manner or place of performance of, or in any other term of any of the Borrower Obligations, including, without limitation, any amendment to or modification of any of the Transaction Documents, (v) any law, rule, regulation or order of any jurisdiction affecting any term or provision of any of the Borrower Obligations, or rights of the Secured Parties with respect thereto, (vi) the failure by any Secured Party to take any steps to perfect and maintain perfected its interest in any Collateral or other property or in any security or collateral related to the Guaranteed Obligations, (vii) any failure to obtain any consent, authorization or approval from or other action by, or to notify or file with, any Governmental Authority required in connection with the payment of the obligations hereunder by the Guarantor, (viii) any impossibility or impracticability of performance, illegality, force majeure, any act of government, or other circumstances which might constitute a defense available to, or a discharge of the Borrower, the Master Servicer, any Originator, the Performance Guarantor or the Guarantor, or any other circumstance, event or happening whatsoever whether foreseen or unforeseen and whether similar to or dissimilar to anything referred to above, (ix) any manner of application of Collateral or any other assets of the Borrower, the Master Servicer, any Originator or the Performance Guarantor, or proceeds thereof, to satisfy all or any of the Borrower Obligations or as otherwise permitted under the Transaction Documents, or any manner of sale or other disposition of any collateral for all or any of the Borrower Obligations or as otherwise permitted under the Transaction Documents, (x) any change, restructuring or termination of the corporate structure or existence of the Borrower, the Master Servicer, any Originator, the Performance Guarantor or the Guarantor or any other Person or the equity ownership, existence, control, merger, consolidation or sale, lease or transfer of any of the assets of any such Person, or any bankruptcy, insolvency, winding up, dissolution, liquidation, receivership, assignment for the benefit of creditors, arrangement, composition, readjustment or reorganization of, or similar proceedings affecting, the Borrower, the Master Servicer, any Originator, the Performance Guarantor or any of their assets or obligations, and (xi) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Borrower Obligations or any agreement relating thereto. The Guarantor waives all set-offs and counterclaims and all presentments, demands of performance, notices of nonperformance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty. The Guarantor’s obligations under this Guaranty shall not be limited if any Secured Party is precluded for any reason (including, without limitation, the application of the automatic stay under Section 362 of the Federal Bankruptcy Code) from enforcing or exercising any right or remedy with respect to the Borrower Obligations, and the Guarantor shall pay, upon demand, the Borrower Obligations that would otherwise have been due and payable by the Borrower had such rights and remedies been permitted to be exercised.

    (b)    Should any money due or owing under this Guaranty not be recoverable from the Guarantor due to any of the matters specified in this Section 2, then, in any such case, such money shall nevertheless be recoverable from the Guarantor as though the Guarantor were principal debtor in respect thereof and not merely a guarantor and shall be paid by the Guarantor forthwith. The Guarantor further agrees that, to the extent that the Borrower, the Master Servicer, any Originator, the Performance Guarantor or any other Person makes a payment or

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payments to any Secured Party in respect of any Borrower Obligation, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to the Borrower, the Master Servicer, any Originator, the Performance Guarantor or other Person, as applicable, or to the estate, trustee, or receiver of the Borrower, the Master Servicer, any Originator, the Performance Guarantor, any other Person or any other party, including, without limitation, the Guarantor, under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Borrower Obligations or any part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred.

Section 3.    Reinstatement, Etc.

The Guarantor agrees that this Guaranty shall continue to be effective or shall be automatically reinstated, as the case may be, if and to the extent that for any reason any payment (in whole or in part) by or on behalf of any Person in respect of the Borrower Obligations is rescinded or must be otherwise restored by any holder of any of the Borrower Obligations, whether as a result of any proceedings in bankruptcy or reorganization (including, without limitation, upon the insolvency, bankruptcy or reorganization of the Borrower, the Master Servicer, any Originator or the Performance Guarantor) or otherwise, as though such payment had not been made, and the Guarantor agrees that it will indemnify Administrative Agent and each Lender on demand for all reasonable costs and expenses (including the reasonable fees, charges and disbursements of counsel) incurred by such Person in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

Section 4.    Waiver.

The Guarantor hereby waives promptness, diligence, notice of acceptance, notice of default by the Borrower, the Master Servicer, any Originator or the Performance Guarantor, notice of the incurrence of any Borrower Obligation and any other notice with respect to any of the Borrower Obligations and this Guaranty, and any other document related thereto or to any of the Transaction Documents and any requirement that any Secured Party exhaust any right or take any action against the Borrower, the Master Servicer, any Originator, the Performance Guarantor, any other Person or any property. The Guarantor represents and warrants to the Secured Parties that it has adequate means to obtain from the Borrower, the Master Servicer, the Originators and the Performance Guarantor, on a continuing basis, all information concerning the financial condition of the Borrower, the Master Servicer, the Originators and the Performance Guarantor, and that it is not relying on any Secured Party to provide such information either now or in the future.

Section 5.    Subrogation.

The Guarantor hereby waives all rights of subrogation (whether contractual or otherwise) to the claims, if any, of any Secured Party against the Borrower, the Master Servicer, the

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Originators and the Performance Guarantor and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from the Borrower, the Master Servicer, the Originators and the Performance Guarantor which may otherwise have arisen in connection with this Guaranty until one year and one day have elapsed since the Final Payout Date.

Section 6.    Representations and Warranties of the Guarantor.

The Guarantor hereby represents and warrants to the Administrative Agent and each of the other Secured Parties as of the date hereof, as of each Payment Date and as of each Borrowing Date, as follows:

    (a)    Organization and Qualification. The Guarantor is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware. The Guarantor is duly qualified or licensed to do business as a foreign limited liability company and is in good standing in all jurisdictions in which the ownership of its properties or the nature of its activities or both makes such qualification or licensing necessary.

    (b)    Authority; No Conflict or Violation. The execution, delivery and performance by the Guarantor of this Guaranty and the other Transaction Documents to which it is a party, the performance of its obligations under this Guaranty and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated in this Guaranty and the other Transaction Documents to which it is a party, have been duly authorized by all necessary limited liability company action on the part of the Guarantor and do not and will not (i) require any consent or approval of its manager(s) or member(s), or any authorization, consent, approval, order, filing, registration or qualification by or with any Governmental Authority, except those that have been obtained and are in full force and effect and except for the filings or notices as may be necessary to perfect the Security Interest granted pursuant to the Pledge Agreement, (ii) violate any provision of (A) any applicable Law or of any order, writ, injunction or decree presently in effect having applicability to the Guarantor or (B) the Organizational Documents of the Guarantor, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Guarantor is a party or by which it or its properties may be bound or affected, or (iv) result in, or require, the creation or imposition of any Lien or other charge or encumbrance of any nature upon or with respect to any of the assets now owned or hereafter acquired by the Guarantor.

    (c)    Legal Agreement. This Guaranty and each of the other Transaction Documents to which the Guarantor is a party have been duly authorized, executed and delivered by the Guarantor, and constitute the legal, valid and binding obligations of the Guarantor, enforceable against it in accordance with their respective terms, except to the extent that such enforcement may be limited by bankruptcy, insolvency or similar Laws affecting the enforcement of creditors’ rights generally or by general equitable principles.

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    (d)    Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions.

(i)    None of (A) the Guarantor, any Subsidiary or, to the knowledge of the Guarantor or such Subsidiary, any of their respective directors, officers, employees or Affiliates, or (B) any agent or representative of the Guarantor or any Subsidiary that will act in any capacity in connection with or benefit from the Transaction Documents, (I) is a Sanctioned Person or currently the subject or target of any Sanctions, (II) has its assets located in a Sanctioned Country, (III) is under administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any Governmental Authority regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a Governmental Authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (IV) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons.

(ii)    Each of the Guarantor and its Subsidiaries has implemented and maintains in effect policies and procedures designed to ensure compliance by the Guarantor and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iii)    Each of the Guarantor and its Subsidiaries, and to the knowledge of the Guarantor, director, officer, employee, agent and Affiliate of the Guarantor and each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

(iv)    No proceeds of any Advance have been used, directly or indirectly, by the Guarantor, any of its Subsidiaries or any of its or their respective directors, officers, employees and agents in violation of Section 5.2(h) of the Credit and Security Agreement.

    (e)    Information. No written information (including, without limitation, all Settlement Reports) heretofore furnished by (or on behalf of) the Guarantor to the Administrative Agent or any of the Lenders for purposes of or in connection with this Guaranty or any transaction contemplated hereby contains, and no such written information hereafter furnished by (or on behalf of) the Guarantor to the Administrative Agent or any of the Lenders, will contain, any material misstatement of fact or omit to state any material fact necessary to make such information not materially misleading in light of the circumstances under which made.

    (f)    Compliance with Laws. The Guarantor has complied with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

    (g)    Material Adverse Effect. Since February 29, 2024, no event has occurred that could reasonably be expected to have a Material Adverse Effect.

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(h)    Opinions. The facts regarding the AZZ Parties, the Receivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Guaranty and the other Transaction Documents are true and correct in all material respects.

    (i)    [Intentionally Omitted].

    (j)    Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Guarantor, threatened, against the Guarantor before any Governmental Authority and (ii) the Guarantor is not subject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses (i) or (ii), (A) asserts the invalidity of this Guaranty or any other Transaction Document, (B) seeks to prevent the grant of a security interest in any Collateral or the consummation of the transactions contemplated by this Guaranty or any other Transaction Document, (C) seeks any determination or ruling that could materially and adversely affect the performance by the Guarantor of its obligations under, or the validity or enforceability of, this Guaranty or any of the other Transaction Documents or (D) could reasonably be expected to have a Material Adverse Effect.

    (k)    Not an Investment Company; Volcker Rule. The Guarantor (i) is not a “covered fund” under the Volcker Rule and (ii) is not required to register as an “investment company” within the meaning of the Investment Company Act. In determining that the Guarantor is not a “covered fund” under the Volcker Rule, the Guarantor relies on, and is entitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act.

    (l)    Solvency. The Guarantor is, and after giving effect to the transactions contemplated by this Guaranty and the other Transaction Documents, will be, Solvent.

    (m)    Separateness. The Guarantor is aware that the Administrative Agent and the other Secured Parties have entered into the Credit and Security Agreement in reliance on the Guarantor and the Borrower each being a separate entity from the Master Servicer, each Originator and the Performance Guarantor and their respective Affiliates and has taken such actions and implemented such procedures as are necessary on its part to ensure that the Guarantor, the Borrower, the Master Servicer, each Originator, the Performance Guarantor and their respective Affiliates will take all steps necessary to maintain each of the Guarantor’s and the Borrower’s identity as a separate legal entity from the Master Servicer, each Originator, the Performance Guarantor and their respective Affiliates and to make it manifest to third parties that each of the Guarantor and the Borrower is an entity with assets and liabilities distinct from those of the Master Servicer, each Originator, the Performance Guarantor and their respective Affiliates.

    (n)    Preliminary Statements. The statements set forth in the preliminary statements to this Guaranty are true and correct in all material respects.

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Section 7.    Certain Covenants.

The =Guarantor covenants and agrees that, from the date hereof until the Final Payout Date, the Guarantor will observe and perform all of the following covenants.

    (a)    Ownership and Control. The Guarantor shall continue to own, directly, 100% of the issued and outstanding Capital Stock of the Borrower. Without limiting the generality of the foregoing, the Guarantor shall not permit the occurrence of any Change of Control.

    (b)    Preservation of Existence and Franchises. The Guarantor shall maintain its organizational existence and its rights and franchises in full force and effect in its jurisdiction of organization. The Guarantor will qualify and remain licensed or qualified as a foreign limited liability company in each jurisdiction in which the failure to receive or retain such licensing or qualification could reasonably be expected to have a Material Adverse Effect.

    (c)    Compliance with Laws. The Guarantor will comply with all applicable Laws, the non-compliance with which could reasonably be expected to have a Material Adverse Effect.

    (d)    Further Assurances. The Guarantor will, at its own cost and expense, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents and assurances as the Administrative Agent or the Lenders may reasonably request from time to time in order to carry out the intent and purposes of this Guaranty and the transactions contemplated by this Guaranty and the other Transaction Documents. Without limiting the foregoing, the Guarantor hereby agrees from time to time, at its own expense, promptly to provide such information (including non-financial information) with respect to itself and the Borrower as the Administrative Agent or any Lender may reasonably request.

    (e)    Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. The Guarantor will, and will cause each of its Subsidiaries to, maintain in effect and enforce policies and procedures designed to ensure compliance by the Guarantor, its Subsidiaries and their respective directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

    (f)    Sales, Liens. Other than as contemplated by the Transaction Documents, the Guarantor will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of its assets or property.

    (g)    Actions Contrary to Separateness. The Guarantor will not take any action inconsistent with, and shall comply with, the terms of Section 5.1(l) of the Credit and

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Security Agreement, Section 6.1(g) of the Receivables Contribution Agreement, the Guarantor’s Organizational Documents and the Borrower’s Organizational Documents.

    (h)    Payments on Receivables; CollectionAccounts. If any payments on the Pool Receivables or other Collections are received by the Guarantor, it shall hold such payments in trust for the benefit of the Administrative Agent and the Lenders and promptly (but in any event within five (5) Business Days after receipt) remit such funds into a Collection Account.

Section 8.    Amendments, Etc.

No amendment or waiver of any provision of this Guaranty shall be effective unless the same shall be in writing and signed by the Administrative Agent and the Guarantor, and no consent to any departure by the Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 9.    Addresses for Notices.

All notices and other communications provided for hereunder shall be in writing and mailed, sent or delivered to it (a) if to the Administrative Agent, to its address specified for notices in the Credit and Security Agreement, (b) if to any Secured Party, to such Secured Party’s address specified for notices in the Credit and Security Agreement, and (c) if to the Guarantor, to its address set forth below, or in either case, to such other address as the relevant party specified to the other from time to time in writing:

AZZ SPE LLC

c/o AZZ Inc.

One Museum Place

3100 West 7th St., Suite 500

Fort Worth, TX 76107

Attention: Tara D. Mackey; Steven Phillips

Email: TaraMackey@AZZ.com; StevenPhillips@AZZ.com

Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by regular mail), notices and communications sent by email shall be effective when confirmed by electronic receipt or otherwise acknowledged, and notices and communications sent by other means shall be effective when received.

Section 10.    No Waiver; Remedies.

No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or

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the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable Law.

Section 11.    Continuing Agreement; Third Party Beneficiaries; Assignment.

This Guaranty is a continuing agreement and shall (i) remain in full force and effect until the later of (x) the payment and performance in full of the Borrower Obligations and all other amounts payable under this Guaranty and (y) one year and a day after the Final Payout Date, (ii) be binding upon the Guarantor, its successors and assigns and (iii) inure to the benefit of, and be enforceable by the Administrative Agent, the other Secured Parties and their respective successors and assigns. Without limiting the generality of the foregoing clause (iii), upon any assignment by a Lender permitted pursuant to the Credit and Security Agreement, the applicable assignee shall thereupon become vested with all the benefits in respect thereof granted to the Lenders herein or otherwise. Each of the parties hereto hereby agrees that each of the Lenders and the other Secured Parties shall be a third-party beneficiary of this Guaranty. The Guarantor shall not assign, delegate or otherwise transfer any of its obligations or duties under this Guaranty without the prior written consent of the Administrative Agent and the Lenders in their sole discretion. Any payments hereunder shall be made in full in U.S. Dollars without any set-off, deduction or counterclaim and the Guarantor’s obligations hereunder shall not be satisfied by any tender or recovery of another currency except to the extent such tender or recovery results in receipt of the full amount of U.S. Dollars required hereunder.

Section 12.    Mutual Negotiations.

This Guaranty is the product of mutual negotiations by the parties hereto and their counsel, and no party shall be deemed the draftsperson of this Guaranty or any provision hereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Guaranty, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.

Section 13.    Costs and Expenses.

The Guarantor shall pay upon demand (a) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Lenders (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the preparation, negotiation, execution, delivery and administration of this Guaranty or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (b) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the Lenders), in connection with the enforcement or protection of its rights in connection with this Guaranty, including its rights under this Section 13.

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Section 14.    Governing Law.

This Guaranty shall be governed by, and construed in accordance with, the internal laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, but without regard to any other conflict of laws provisions thereof).

Section 15.    Consent to Jurisdiction.

    (i)    THE GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY DOCUMENT EXECUTED BY THE GUARANTOR PURSUANT TO THIS GUARANTY, AND THE GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR THE LENDERS TO BRING PROCEEDINGS AGAINST THE GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE GUARANTOR AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS GUARANTY OR ANY DOCUMENT EXECUTED BY THE GUARANTOR PURSUANT TO THIS GUARANTY SHALL BE BROUGHT ONLY IN A COURT IN THE BOROUGH OF MANHATTAN, NEW YORK.

    (ii)    The Guarantor consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to it at its address specified in Section 9. Nothing in this Section 15 shall affect the right of the Administrative Agent or any other Secured Party to serve legal process in any other manner permitted by law.

Section 16.    Waiver of Jury Trial.

Each party hereto hereby waives trial by jury in any judicial proceeding involving, directly or indirectly, any matter (whether sounding in tort, contract or otherwise) in any way arising out of, related to, or connected with this Guaranty, any document executed by the Guarantor pursuant to this Guaranty or the relationship established hereunder or thereunder.

Section 17.    Payments.

All payments to be made by the Guarantor hereunder shall be made at the principal office of the Administrative Agent set forth in the Credit and Security Agreement (or at such other place for the account of the Administrative Agent as it may from time to time specify to the Guarantor) in immediately available and freely transferable funds at the place of payment, all

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such payments to be paid without setoff, counterclaim or reduction and without deduction for, and free from, any and all Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of the Guarantor) requires the deduction or withholding of any Tax from any such payment by the Guarantor or the Administrative Agent, then such Person shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax (as defined in the Credit and Security Agreement, but with the reference therein to the Borrower being deemed a reference to the Guarantor), then the sum payable by the Guarantor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 17) the Administrative Agent and/or each Lender, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Section 18.    Set-off Rights of Secured Parties.

The Administrative Agent and the other Secured Parties may from time to time, following the demand therefore by such Person, set-off and apply any liabilities any such Person may have to the Guarantor (including liabilities in respect of any monies deposited with it by the Guarantor) against any and all of the obligations of the Guarantor to such Person now or hereafter existing under this Guaranty.

Section 19.    Severability.

If any term or provision of this Guaranty shall be determined to be illegal or unenforceable to any extent with respect to any person or circumstance, the enforceability of such term or provision shall not be affected with respect to any other person or circumstance, and such term or provision shall be enforceable to the fullest extent permitted by applicable Law.

Section 20.    Counterparts.

This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute one and the same Guaranty. Delivery of an executed counterpart of a signature page of this Guaranty by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Guaranty. The words “execution,” “signed,” “signature,” and words of like import in this Guaranty shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

[Signature Pages Follow]

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In Witness Whereof, the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

    AZZ SPE LLC,
as Guarantor

    By: /s/ Tara D. Mackey    

    Name:    Tara D. Mackey

    Title:    Secretary

[Signature Page to Guaranty Agreement]

Accepted as of the date hereof:

    Wells Fargo Bank, National Association,
as Administrative Agent

    By: /s/ Brian Gallagher    

    Name:    Brian Gallagher

    Title:    Executive Director

[Signature Page to Guaranty Agreement]

XML

Document and Entity Information Document and Entity Information	Jul. 10, 2025
Document & Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 10, 2025
Entity Registrant Name	AZZ Inc.
Entity File Number	1-12777
Entity Tax Identification Number	75-0948250
Entity Address, Address Line One	One Museum Place, Suite 500
Entity Address, Address Line Two	3100 West 7th Street
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	817
Local Phone Number	810-0095
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AZZ
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000008947
Amendment Flag	false
Entity Incorporation, State or Country Code	TX
Document Information [Line Items]
Document Period End Date	Jul. 10, 2025