120225 AS Ambulance Lease-Purchase Agreement BAPCC Agreement — City Council - Successor Agency

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MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Equipment Lease/Purchase Agreement (this “Agreement”) dated as of December 23, 2025, and entered into by and between Banc of America Public Capital Corp, a Kansas corporation (together with its succe ssors, assigns and transferees, and as more particularly defined herein, “Lessor” ), and the City of Fullerton, CA., a city existing under the laws of the State of California (“Lessee”).

WITNESSETH:

WHEREAS, Lessee desires to lease and acquire fr om Lessor certain Equipment described in each Equipment Schedule (as each such term is defined herein), s ubject to the terms and conditions of and for the purposes set forth in each Lease; and WHEREAS, the relationship between the parties shall be a c ontinuing one and items of equipment and other personal prope rty may be financed pursuant to one or more Leases entered into from time to time in accordance with this Agreement by execution and delivery of additional Equipment Schedules by the parties hereto, subj ect to the terms and conditions provided herein; and
WHEREAS, Lessee is authorized under the constitution and laws of the State (as such term is defined herein) to enter into this Agreement and each Equipment Schedule for the purposes set forth herein and therein;
NOW, THEREFORE, for good and valuable considerati on, receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises hereinafter contained, the parties hereby agree as follows:

ARTICLE I
Section 1.01. Definitions . The following terms will have the meanings indicated below unless the context clearly requires otherwise:
“Acquisition Amount” means, with respect to each L ease, the amount specified in the related Equipment Schedule and represented by Lessee to be sufficie nt for the purpose of acquiring and installing the Equipment listed in such Lease. “Acquisition Period” means, with respect to each Lease for which an Escrow Account is established, that period identified in the related Equipment Schedule during which the Acquisition Amount attributable to such Lease may be expende d on Equipment Costs pursuant to the related Escrow Agreement.
“Agreement” means this Master Equipment Lease/Purchase Agreement, including the exhibits hereto, together with any amendments and modifications to this Agreement pursuant to Section 13.04.

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“Casualty Value” means, with respect to each Lease, the amount that is shown for each Rental Payment Date under the column titled “Casualty Value” on the Payment Schedule. “Code” means the Internal Revenu e Code of 1986, as amende d. Each reference to a Section of the Code in this Ag reement and a Lease shall be de emed to include the relevant United States Treasury Regulations proposed or in effect thereunder. “Collateral” has the meaning set forth in Section 6.02. “Commencement Date” means, for each Lease, the date when Lessee’s obligation to pay rent commences under such Lease, which date shal l be the earlier of (a) the date on which the Equipment listed in such Lease is accepted by Lessee in the manner described in Section 5.01, or (b) the date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in such Lease. “Contract Rate” means, with respect to each Lease, the rate identified as such in the related Payment Schedule.
“Disbursement Request” means, with respect to each Lease for which an Escrow Account is established, the disbursement request attached to the applicable Escrow Agreement as Schedule 1 and made a part thereof.
“Equipment” means, with respect to each Lease, the equipment, fixtures and other goods and property listed in the related Equipment Schedul e, together with all replacements, repairs, restorations, modifications and improvements thereof or thereto and all accessories, equipment, parts and appurtenances appertaining or attached to any of the Equipmen t, and all substitutions, renewals, or replacements of and additions, imp rovements, accessions and accumulations to any and all of such Equipment, together with all the rents, issues, income, profits, proceeds and avails therefrom made pursuant to Article V or Section 8.01. When ever reference is made in this Agreement to Equipment listed in a Lease, such reference shall be deemed to include all such replacements, repairs, re storations, modifications and improvements thereof or thereto and all accessories, equipment, parts and appurtenances appertaining or attached to any of the Equipment, and all substitutions, renewals, or replacements of and additions, improvements, accessions and accumulations to any and all of such Equipment, together with all the rents, issues, income, profits, proceeds and avails therefrom. “Equipment Costs” means, with respect to each Lease, the total cost of the Equipment listed in the related Equipment Sc hedule, including related soft costs such as freight, installation and taxes and other capitalizable costs, legal fees, financing cost s and other costs necessary to vest full, clear legal title to the Equipment in Le ssee, subject to the security interest granted to and retained by Lessor as set forth in each Lease, and other costs incurred in connection with the acquisition, installation and/or fi nancing of the Equipment as pr ovided in the related Lease; provided that (a) any such soft costs on a cumula tive basis shall not exceed a percentage approved by Lessor of the total co st of the Equipment subject to such Lease and (b) in no event

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shall capitalizable delivery costs, installation ch arges, taxes and similar capitalizable soft costs relating to such Equipment be included without Lessor’s prior consent. “Equipment Schedule” means each separately numbered Equipment Schedule, substantially in the form of either Exhibit A-1 (general Equipment) or Exhibit A-2 (energy services Equipment) hereto, together with the related Payment Schedule. “Escrow Account” means, with respect to any Lease, the account estab lished and held by the Escrow Agent pursuant to the related Escrow Agreement. “Escrow Agent” means, with respect to each Lease for which an Escrow Account is established, the Escrow Agent identified in the related Escrow Agreement, and its successors and assigns.
“Escrow Agreement” means, with respect to each Lease for which an Escrow Account is established, an Escrow and Account Control Agreem ent in form and substance acceptable to and executed by Lessee, Lessor and the Escrow Agen t, pursuant to which an Escrow Account is established and administered.
“Event of Default” means an Event of Default described in Section 12.01. “Event of Non-appropriation” means, with respect to a L ease, the failure of Lessee’s governing body to appropriate or otherwise make available funds to pay Rental Payments under such Lease following the Original Term or then current Renewal Term sufficient for the continued performance of such Lease by Lessee.
“Lease” means an Equipment Schedule and the te rms and provisions of this Agreement which are incorporated by reference into such Equipment Schedule. “Lease Term” means, with respect to each Lease, the Origin al Term and all Renewal Terms provided in the related Equipment Schedule.
“Lessee” means the entity referred to as Lessee in the first paragraph of this Agreement. “Lessor” means (a) the entity referred to as Lessor in the first paragraph of this Agreement and its successors or (b) any assignee or transferee pursuant to Section 11.01 of any right, title or interest of Lessor in and to the Equipment under the applicable Lease (including the Rental Payments and other amounts due thereunder), any related Escrow Agreement and Escrow Account and other Collateral, but does not incl ude any entity solely by reason of that entity retaining or assuming any obligation of Lessor to perform hereunder or under such Lease. “Material Adverse Change” means any change in Lessee’ s creditworthiness that could have a material adverse effect on (i) the fi nancial condition or oper ations of Lessee, or (ii) Lessee’s ability to perform its obligations under this Agreement.

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“Original Term” means, with respect to each Lease, the period from the Commencement Date identified in the related Equipment Schedule until the end of the fi scal year of Lessee in effect at such Commencement Date.
“Outstanding Balance” means, with respect to each Lease, the am ount that is shown for each Rental Payment Date under the column titled “Outstanding Balance” on the Payment Schedule.
“Payment Schedule” means, with respect to each Lease, the Payment Schedule attached to and made a part of the re lated Equipment Schedule and su bstantially in the form of Exhibit B attached to this Agreement.
“Prepayment Price” means, with respect to each L ease, the amount that is shown for each Rental Payment Date under the column titled “Prepayment Price” on the Payment Schedule. “Principal Portion” means, with respect to each Leas e, the amount that is shown for each Rental Payment Date under the column titled “Principal Portion” on the Payment Schedule. “Related Documents” means, with respect to each Leas e, the Lease, this Agreement and, if applicable, the related Escrow Agreement, each as may be amended and supplemented. “Renewal Terms” means, with respect to each Leas e, the consecutive renewal terms of such Lease as specified in the related Equi pment Schedule, the first of which commences immediately after the end of the Original Term and each having a duration and a term coextensive with each successive fiscal year of Lessee; provided that the final such Renewal Term shall commence on the first day of the last such fiscal year and end on the first business day after the last scheduled Rental Payment Date.
“Rental Payment Date” means, with respect to each Leas e, each date on which Lessee is required to make a Rental Payment under such Lease as specified in the related Payment Schedule.
“Rental Payments” means, with respect to each Lease, the basic rental payments payable by Lessee on the Rental Payment Dates and in th e amounts as specified in the related Payment Schedule, consisting of a principal component a nd an interest component, and in all cases sufficient to repay the principa l component under such Lease and interest thereon at the applicable Contract Rate (or Taxable Rate if then in effect). “SEC” means the U.S. Securities and Exchange Commission. “State” means the State of California.
“Taxable Rate” means, with respect to each Lease, for each day that the interest component of Rental Payments is taxable for Federal income tax purposes, an interest rate equal to the Contract Rate plus a rate sufficient such that the total in terest to be paid on any Rental

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Payment Date would, after such interest was reduced by the amount of any Federal, state or local income tax (including any interest, penalties or additions to tax) actually imposed thereon, equal the amount of interest otherwise due to Lessor. With respect to each Lease, the Taxable Rate means the rate identified as such in the related Payment Schedule. “Vendor” means the manufacturer, installer or supplier of the Equipment listed in an Equipment Schedule or any other person as well as the agents or dealers of the manufacturer, installer or supplier with w hom Lessee arranged Lessee’s acqui sition, installation, maintenance and/or servicing of the Equipment pursuant to the applicable Lease. “Vendor Agreement” means any contract entered into by Lessee and any Vendor for the acquisition, installation, maintenance and/or servicing of the Equipment under a Lease.

ARTICLE II
Section 2.01. Representati ons and Covenants of Lessee. Lessee represents, covenants and warrants for the benefit of Lessor on the date he reof and as of the Commencement Date of each Lease as follows:
(a) Lessee is a political subdivision of the State within the meaning of Section 103(c) of the Code, duly organized a nd existing under the constitution and laws of the State, with full powe r and authority to enter into the Related Documents and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Lessee has duly authorized the ex ecution and delivery of the Related Documents by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the va lidity and enforceability of the Related Documents.
(c) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Even t of Default exists at the date hereof. No Event of Non-appropriation has occurred or is threatened with respect to any Lease. (d) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a city of the State. (e) Lessee has complied with su ch procurement and public bidding requirements as may be applicable to th e Related Documents and the acquisition and installation by Lessee of the Equipment as provided in each Lease. (f) During the Lease Term under each L ease, the Equipment will be used by Lessee only for the purpose of performing essential govern mental or proprietary functions of Lessee consistent with the perm issible scope of Lessee’s authority. Lessee

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does not intend to sell or otherw ise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Re newal Terms) scheduled to be paid under the related Lease.
(g) Lessee has kept, and throughout the L ease Term of each Lease shall keep, its books and records in accordance with ge nerally accepted accounting principles and practices consistently applied, and shall deliver to Lessor (i) annual audited financial statements (including (1) a balance sheet, (2) statement of revenues, expenses and changes in fund balances for budget and act ual, (3) statement of cash flows, and (4) footnotes, schedules and attachments to th e financial statements) within two hundred seventy (270) days after the end of its fiscal year, (ii) such other fi nancial statements and information as Lessor may reasonably request , and (iii) upon Lessor’s request, its annual budget for any prior or current fiscal year or for the following fiscal year when approved but not later than thirty (30) da ys prior to the end of its curr ent fiscal year. The financial statements described in this subsection (g)(i) shall be accompanied by an unqualified opinion of Lessee’s independent auditor. Cred it information relating to Lessee may be disseminated among Lessor and any of its affiliates and any of their respective successors and assigns.
(h) Lessee has an immediate need for the Equipment listed on each Equipment Schedule and expects to make immediate use of the Equipment listed on each Equipment Schedule. Lessee’s need for the Equipment is not tem porary and Lessee does not expect the need for any item of the E quipment to diminish during the related Lease Term.
(i) The payment of the Rental Paymen ts or any portion th ereof is not (under the terms of any Lease or any underlying arrang ement) directly or i ndirectly (x) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (y) on a present value basis, de rived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activ ity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other th an a state or local governmental unit. No portion of the Acqui sition Amount relating to any Lease will be used, directly or indirectly, to make or fi nance loans to any person other than Lessee.

Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment.
(j) There is no pending li tigation, tax claim, procee ding or dispute that may adversely affect Lessee’s financial condition or impairs its ability to perform its obligations under the Related Docu ments. Lessee will, at its expense, maintain its legal existence and do any further act and execute , acknowledge, deliver, file, register and record any further documents Lessor may reasonably request in order to protect Lessor’s first priority security interest in the Equipment and the Escrow Account and Lessor’s rights and benefits under each Lease and related Escrow Agreement.

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(k) Lessee is the fee owner of the real estate where the Equipment under each Lease is and will be located (the “ Real Property ”) and has good and marketable title thereto, and there exists no mortgage, pledge , lien, security interest, charge or other encumbrance of any nature whatsoever on or with respect to such Real Property. (l) No lease, rental agreement, lease-purchase agreement, payment agreement or contract for purchase to which Lessee has been a party at any time has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal year. No event has occurred which would constitute an even t of default under any debt, revenue bond or obligation which Lessee has issued during the past ten (10) years. (m) In connection with the Lessee’ s compliance with any continuing disclosure undertakings (each, a “Continuing Disclosure Agreement”) entered into by the Lessee pursuant to SEC Rule 15c2-12 prom ulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “ Rule”), the Lessee may be required to file with the Municipal Securities Rulemaking Boar d’s Electronic Munici pal Market Access system, or its successor (“ EMMA”), notice of its incurrence of its obligations under the Related Documents and notice of any accomm odation, waiver, amendment, modification of terms or other similar even ts reflecting financial difficu lties in connection with the Related Documents, in each case including pos ting a full copy thereof or a description of the material terms thereof (each such posting, an “EMMA Posting”). Except to the extent required by applicable law, in cluding the Rule, the Lessee shall not file or submit or permit the filing or submission of any EM MA Posting that includes the following unredacted confidential informat ion about the Lessor or its affiliates and any Escrow Agent in any portion of such EMMA Posting: address, account information and logos of the Lessor or its affiliates and any Escr ow Agent; e-mail addre sses telephone numbers, fax numbers, names and signature s of officers, employees a nd signatories of the Lessor or its affiliates and any Escrow Agent; and th e form of Disburseme nt Request that is attached to the Escrow Agreement.

The Lessee acknowledges and agrees that the Lessor and its affiliates are not responsible for the Lessee’s or any other entity’s (incl uding, but not limited to, any broker-dealer’s) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with the Rule, any Continuing Disclosure Agreement or any applicable securities or other laws, including but not limited to those relating to the Rule.

RTICLE III
Section 3.01. Lease of Equipment . Subject to the terms and conditions of this Agreement, Lessor agrees to provide the funds specified in each Lease to be provided by it for Lessee to acquire and install the Equipment described in the related Equipment Schedule. Upon the execution and delivery of each Lease, Lessor thereby demises, leases and transfers to Lessee, and Lessee thereby acquires, rents and leases from Lessor, the Equipmen t as set forth in such Lease and in accordance with the term s thereof. The Lease Term fo r each Lease may be continued, solely at the option of Lessee, at the end of the Original Term or any Renewal Term for the next succeeding Renewal Term up to the maximum Lease Term set forth in such Lease. At the end of

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the Original Term and at the end of each Renewal Term until the maximum Lease Term has been completed, Lessee shall be deemed to have exer cised its option to continue each Lease for the next Renewal Term unless Lessee shall have terminated such Lease pursuant to Section 3.03 or Section 10.01 of this Agreement. The terms and conditions durin g any Renewal Term shall be the same as the terms and conditi ons during the Original Term, ex cept that the Rental Payments shall be as provided in the applicable Lease. Each Equipment Schedule signed and delivered by Lessor and Lessee pursuant to this Agreement shall constitute a separate and independent lease and installment purchase of the Equipment therein described.

Section 3.02. Continuation of Lease Term . Lessee intends, subject to Section 3.03 hereof, to continue the Lease Term of each Lease through the Original Term and all Renewal Terms and to pay the Rental Payments du e thereunder. Lessee affirms that sufficient f unds are legally available to pay all Rental Payments when due during the current fiscal year, and Lessee reasonably believes that an amount sufficient to make all Rental Payments during the entire Lease Term of each Lease can be obtained from legally available funds of Lessee. Lessee further intends to do all things lawfully within its power to obtain and maintain funds sufficient and available to discharge its obligation to make Rental Payments due under each Lease, including making provision for such payments to the extent necessary in each budget or appropriation request submitted and adopted in acco rdance with applicable provisions of law.

Notwithstanding the foregoing, the decision whether or not to budget and appropriate funds or to extend the Lease Term for any Renewal Term for each Lease is within the sole discretion of the governing body of Lessee.

Section 3.03. Non-appropriation . Lessee is obligated only to pay such Rental Payments under each Lease as may lawfully be made during Lessee’s then current fiscal year from funds budgeted and appropriated for that purpose. S hould Lessee fail to budge t, appropriate or otherwise make available funds to pay Rental Payments unde r any Lease following the then current Original Term or Renewal Term, such Leas e or Leases shall be deemed terminated at the end of the then current Original Term or Renewal Term thereunde r. Lessee agre es to deliver notice to Lessor of such termina tion promptly after any decision to non-appropriate is made, but failure to give such notice sh all not extend the term beyond su ch Original Term or Renewal Term. If any Lease is terminated in accordance with this Section 3.03, Lessee agrees to cease use of the Equipment thereunder and peaceably rem ove and deliver to Lessor, at Lessee’s sole expense (from legally available funds), such E quipment to Lessor at the location(s) to be specified by Lessor on or before the end of the applicable Origin al Term or Renewal Term for which Rental Payments have been appropr iated for the applicable Lease (each, a “ Non- Appropriation Return Date ”). Lessor may take what ever action at law or in equity as may be necessary or desirable to enfor ce Lessee’s obligations in the i mmediately preceding sentence.

Without limiting or reducing in any way Lessee’s obligations in the second preceding sentence or Lessor’s rights in the immediately preceding sentence, if the Lessee fails to return the Equipment to Lessor on or before the applicable Non-Appropriation Return Date pursuant to this Section 3.03, Lessee shall pa y month-to-month rent at the Contra ct Rate (or the Taxable Rate if then in effect) set forth in the affected Lease for each month or part thereof that Lessee fails to return the Equipment thereunder pursuant to this Section 3.03.

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Section 3.04. Conditions to Lessor’s Performance . (a) As a prerequisite to the performance by Lessor of any of it s obligations pursuant to any Lease, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, the following:
(i) A fully completed Equipment Schedule, executed by Lessee; (ii) If an Escrow Account is to be esta blished with respect to such Lease, an Escrow Agreement substantially in the form attached hereto as Exhibit H, satisfactory to Lessor and executed by Lessee and the Escrow Agent;
(iii) A certified copy of a resolution, ordinance or other official action of Lessee’s governing body, substantially in the form attached hereto as Exhibit C-1A or Exhibit C-1B, as applicable, authorizing the execution and delivery of this Agreement and the applicable Lease and related Escrow Agreement, if any, entered into pursuant hereto and performance by Lessee of its obligations under this Agreement and the applicable Lease and related Escrow Agreement, if any, entered into pursuant hereto; (iv) A Certificate completed and executed by the Clerk or Secretary or other comparable officer of Lessee, substantially in the form attached hereto as Exhibit C-2A or Exhibit C-2B, as applicable, completed to the satisfaction of Lessor; (v) An opinion of counsel to Lessee, subs tantially in the form attached hereto as Exhibit D, and otherwise satisfactory to Lessor;
(vi) Evidence of insurance as required by Section 7.02 hereof; (vii) All documents, including financin g statements, affidavits, notices and similar instruments, which Lessor deems necessary or appropriate at that time pursuant to Section 6.02 hereof;
(viii) A waiver or waivers of interest in the Equipment from any mortgagee or any other party having an interest in the Re al Property on which th e Equipment will be located and/or landlord of the Real Propert y on which the Equipment will be located and amendments and agreements releasing liens and encumbrances, if any, on the Real Property where the Equipment is and will be located;
(ix) Reserved;
(x) A copy of the Form 8038-G with re spect to the Lease then being entered into, fully completed and executed by Lessee;
(xi) In the event that Lessee is to be reimbursed for expenditures that it has paid more than sixty (60) days prior to the Commencement Date for the Lease then being entered into, evidence of the adoption of a reimbursement re solution or other official

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action covering the reimbursement from tax exempt proceeds of e xpenditures incurred not more than sixty (60) days prior to the date of such resolution; (xii) If any items of Equipment are motor vehicles, properly completed certificates of title or certifi cates of origin (or applications therefor) for such vehicles with Lessor’s interest noted thereon in accordance with the instructions of Lessor; (xiii) Copies of invoices (and proofs of payment of such i nvoices, if Lessee seeks reimbursement) and bills of sale (if title to Equipment has passed to Lessee), to the extent required by Section 5.01(b) hereof;
(xiv) Wire instructions for payments to be made to Vendors and Form W-9 from each such Vendor; and
(xv) Such other items as are set forth in the related Equipment Schedule or are reasonably required by Lessor.
(b) In addition to satisfaction of the cond itions set forth in subsection (a) of this Section 3.04, the performance by Lessor of any of its obligations under the Related Documents shall be subject to: (i) no Material Adverse Change havi ng occurred since the date of this Agreement, (ii) no Event of Default having oc curred and then be continuing under any Lease then in effect, (iii) no Event of Non-appropriation under any Lease then in effect having occurred or being threatened, and (iv) no Lease having been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation.
(c) Subject to satisfaction of the forego ing, (i) Lessor will pa y the Acquisition Amount for Equipment described in an Equipment Sche dule to the Vendor or reimburse Lessee for its prior expenditures with respect to such Equipment (subject to sa tisfaction of Section 3.04(a)(xi) hereof), upon receipt of the documen ts described in Sections 5.01(a) and (b) hereof; or (ii) if an Escrow Account is being establis hed with respect to the related Lease, Lessor will deposit the Acquisition Amount for Equipment described in the applicable Equipment Schedule with the Escrow Agent to be held and disbursed pursuant to the related Escrow Agreement. (d) This Agreement is not a commitment by Lessor or Lessee to enter into any Lease not currently in existence, a nd nothing in this Agreement sha ll be construed to impose any obligation upon Lessor or Lessee to enter into any proposed Lease, it being understood that whether Lessor or Lessee enters into any proposed Leas e shall be a decision solely within their respective discretion.
(e) Lessee will cooperate with Lessor in Lessor’s review of any proposed Lease.

Without limiting the foregoing, Lessee will provide Lessor with any documentation or information Lessor may request in connection with Lessor’s review of any proposed Lease.

Such documentation may include, without limitation, documentati on concerning the Equipment and its contemplated use and location and documentation or information concerning the financial status of Lessee and other matters related to Lessee.

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(f) In the event of any conflict in te rms between an Equipment Schedule and this Agreement, the terms of the Equipment Schedule sh all control in the interpretation of the Lease created thereby.

Section 3.05 Evidence of Filing Form 8038-G. As soon as it is available, with respect to each Lease under this Agreement, Lessee shall provide to Lessor evidence that it, or its paid preparer, has filed the Form 8038-G for the applicable Lease with the Internal Revenue Service by delivering to Lessor proof of mailing such Form 8038-G. Notwithst anding anything to the contrary in this Agreement or the applicable L ease, it shall not be an Event of Default hereunder or thereunder if Lessee does not provide to Lessor evidence that it (or its paid preparer) filed the Form 8038-G for the applicable Lease with the Internal Revenue Service.

RTICLE IV
Section 4.01. Rental Payments . Subject to Section 3.03 of this Agreement, Lessee shall promptly pay Rental Payments, in lawful money of the United St ates of America, to Lessor on the Rental Payment Dates and in such amounts as provided in each Lease. If any Rental Payment or other amount payable hereunder is not paid within te n (10) days of its due date, Lessee shall pay an administrative late charge of five percent (5%) of the amount not timely paid or the maximum amount permitted by law, whichever is less. Lessee shall not permit the Federal Government to guarantee any Rental Payments under any Lease. Rental Payments consist of principal and interest component s as more fully detailed on th e Payment Schedule for each Lease, the interest on which begins to accrue as of the Commencement Date for each such Lease.

Section 4.02. Interest and Principal Components . A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid as, and represents payment of, principal. Each L ease shall set forth the principal and interest components of each Rental Payment payable thereunder during the applicable Lease Term.

Section 4.03. Rental Payments to Constitute a Current Expense of Lessee . Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments under each Lease shall constitute a current expense of Lessee payable so lely from its general fund or other funds that are legally available for that purpose and sh all not in any way be construed to be a debt of Lessee in contravention of any appli cable constitutional or statutory limitation or requirement concerning the creati on of indebtedness by Lessee, nor shall anything contained in this Agreement or in any Lease constitute a pledge of the general tax revenues, funds or moneys of Lessee.

Section 4.04. Rental Payments to be Unconditional . Except as provided in Section 3.03 of this Agreement, the obligations of Lessee to make Rental Payments and to perform and observe the other covenants and agreements c ontained in each Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense, for any reason, including without limitation any failure of the Equipment, disputes with the Lessor or the Vendor of any Equipment, any defects, malf unctions, breakdowns or infirmities in the Equipment or any accident, conde mnation or unforeseen circumstances or failure of any Vendor

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to deliver any Equipment or ot herwise perform any of its obligations for whatever reason, including bankruptcy, insolvency, reorganization or any similar event with respect to any Vendor or under any Vendor Agreement, or the failure or inability (for whatever reason) of Lessee to receive (or delay in receipt of) all or any por tion of any refundable tax credit under Section 6417 of the Internal Revenue Code of 1986, as amen ded by the Inflation Reduction Act of 2022 (Pub.

L. No. 117-169), or any substantially similar provisi on of federal, state, local or foreign tax law (including regulations or other guidance from any taxing authority).

Section 4.05 Tax Covenants . Lessee agrees that it will not take any ac tion that would cause the interest component of Re ntal Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any act ion, which omission would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for Federal income tax purposes. In connection with the foregoing, Lessee hereby ag rees that (a) so long as any Rental Payments under a Lease remain unpaid, moneys on deposit in the Escrow Account under any Escrow Agreement related to such Lease shall not be used in a manner that will cause such Lease to be classified as an “arbitrage bond” within the meaning of Section 148( a) of the Code; and (b) Lessee shall rebate, from funds legally available for the purpose, an amount equal to excess earnings on the Escrow Account under any Escrow Agreement to the Federal Government if required by, and in accordance with, Section 148(f) of the Code, and make the dete rminations and maintain the records required by the Code.

Section 4.06. Event of Taxability. Upon the occurrence of an Event of Taxability with respect to a Lease, the interest component of Rental Payments under such Lease and any charge on Rental Payments or other amounts payable based on the Contract Rate shall have accrued and be payable at the Taxable Rate applicable to such Lease retroactive to the date as of which the interest component is de termined by the Internal Revenue Service to be includable in the gross income of the owner or owners thereof for Fede ral income tax purposes (w hich retroactive date for such Lease shall be the earlie st date as of which the inte rest component of any Rental Payment for such Lease is deemed includable in the gross income of the owner or owners thereof for Federal income tax purposes, which may be earlier than the date of delivery of such determination by the Internal Revenue Service), and Lessee will pay such additional amount as will result in the owner receiving the interest com ponent at the Taxable Rate identified in the related Lease.

For purposes of this Section, “Event of Taxability” means the circumstan ce of the interest component of any Rental Paymen t paid or payable pursuant to a Lease becoming includable for Federal income tax purposes in an owner’s gross income as a consequence of any act, omission or event whatsoever, including but not limited to the matters described in the immediately succeeding sentence, and regardless of whether the same was within or beyond the control of Lessee. An Event of Taxability shall be pr esumed to have occurred upon (a) the receipt by Lessor or Lessee of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other writt en correspondence which legally holds that the interest component of any Rental Payment under su ch Lease is includable in the

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gross income of the owner thereof; (b) the issuance of any public or private ruling of the Internal Revenue Service that the interest component of any Rental Payment under such Lease is includable in the gross income of the owner thereof; or (c) receipt by Lessor or Lessee of a written opinion of a nationally recognized firm of attorneys experienced in matters pertaining to the tax-exempt status of interest on obligations issued by states and their political subdivisions, selected by Lessor and acceptable to Lessee, to th e effect that the inte rest component of any Rental Payment under a Lease has become includable in the gross income of the owner thereof for Federal income tax purposes. For all purposes of this definition, an Event of Taxability shall be deemed to occur on the date as of which th e interest component of any Rental Payment is deemed includable in the gross income of the owner thereof for Federal income tax purposes.

Section 4.07. Mandatory Prepayment. (a) If the Acquisition Amount for a Lease is deposited into an Escrow Account, any funds no t applied to Equipment Costs and remaining in such Escrow Account on the earliest of (i) th e expiration of the appl icable Acquisition Period, (ii) the date on which Lessee delivers to the Lesso r the executed Disbursement Request to effect the final disbursement to pay (or reimburse) Equipment Costs from such Escrow Account or (iii) a termination of the Escrow Account as prov ided in the Escrow Agreement shall be applied by Lessor on each successive Rental Payment Date thereafter to pay all or a portion of the Rental Payment due and owing in the succeeding twelve (12) months and any remaining amounts shall be applied by Lessor as prepayme nt to the applicable unpaid Principal Portion of Rental Payments owing under the related Lease in the i nverse order of the Rental Payment Dates at a price of one hundred (100%) of such prepaid Prin cipal Portion plus accrue d interest thereon to the prepayment date.
(b) In connection with any partial prepay ment of Rental Paym ents for a Lease, Lessor shall prepare a new Payment Schedule for su ch Lease and deliver the same to the Lessee, which shall be binding, absent manifest error.

ARTICLE V
Section 5.01. Acquisition, Delivery Installation and Acceptance of Equipment . (a) With respect to each Lease, Lessee sh all order the Equipment to be acquired and financed thereunder, cause the Equipment to be delivered and installed at the location specified in such Lease and pay any and all delivery and installation costs and other Equipment Costs in connection therewith.

Lessee shall conduct such inspection and testing of the Equipment listed in a Lease as it deems appropriate in order to unconditionally accept such Equipment. When the Equipment listed in a Lease has been delivered and installed, including any component of the Equipment, Lessee shall promptly accept such Equipment and evidence said acceptance by executing and delivering to Lessor a Final Acceptance Certificate in the form attached hereto as Exhibit E; provided, however, that if an Escrow Account ha s been established with respec t to such Lease as provided in Section 3.04 hereof, Lessee shall execute an d deliver Disbursement Requests to the Lessor pursuant to the related Escrow Agreement for the purpose of effecting disbursements from the Escrow Account to pay (or reimburse) Equipment Costs for the Equipment so acquired and installed pursuant to such Lease. In connection with the execution and delivery by Lessee to Lessor of the final Disbursement Request under the applicable Es crow Agreement for a Lease,

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Lessee shall deliver to Lessor a “Final Acceptance Certificate” in the form attached hereto as Exhibit E.
(b) (i) With respect to a Lease entered into without an Escrow Agreement, Lessee shall deliver to Lessor copies of i nvoices (and proof of payment of such invoices if Lessee seeks reimbursement for prior expenditure s) and bills of sale (if title to such Equipment has passed to Lessee) relating to each item of Equipment accepted by Lessee. Lessee shall execute and deliver to Lessor an Equipment Schedule pursuant to Section 3.04(a)(i) within 5 business days of receipt from Lessor, subject to satisfaction of the conditions set forth in Section 3.04. (ii) With respect to a Lease entered in to with an Escrow Agreement, Lessor shall prepare an Equipment Schedule. In connection with the executio n and delivery of the related Escrow Agreement, Lessee sha ll execute and deliver to Lessor such Equipment Schedule pursuant to Section 3.04(a)(i) with in 5 business days of receipt, subject to satisfaction of the conditions set forth in Section 3.04. Lessee shall deliver to Lessor together with each Disbursement Request invoices (and proof of payment of su ch invoices if Lessee seeks reimbursement for prior expenditures) and bills of sale or other evidence of title transfer to Lessee relating to each item of Equipmen t accepted by Lessee as evidenced by such Disbursement Request. Once appr oved, Lessor shall deliver such Disbursement Request to the Escrow Agent for disbursement from the Escr ow Account in accordance with the Escrow Agreement.

Section 5.02. Quiet Enjoyment of Equipment . So long as no Event of Default and no Event of Non-appropriation exists under the related Lease, neither Lessor nor any entity claiming by, through or under Lessor, shal l interfere with Lessee’s quiet use and enjoyment of the Equipment during the Lease Term under such Lease.

Section 5.03. Location; Inspection . Once installed, no item of the Equipment will be moved or relocated from the location (or the ba se location with respec t to motor vehicles) specified for it in the related Lease without Less or’s prior written consent, which consent shall not be unreasonably withheld. Less or shall have the right at al l reasonable times during regular business hours to enter into and upon the property where the Equipment is located for the purpose of inspecting the Equipment.

Section 5.04. Use and Maintenance of the Equipment . Lessee shall not install, use, operate or maintain the Equipment (or cause th e Equipment to be installed, used, operated or maintained) improperly, carelessly, in violation of any applicable la w or in a manner contrary to that contemplated by the related Lease. Lessee shall provide al l permits and licenses, if any, necessary for the installation a nd operation of the Equipment. In addition, Lessee agrees to comply in all respects with all applicable laws , regulations and rulings of any legislative, executive, administrative or judicial body, including, without limitation, all anti-money laundering laws and regulations; provided that Lessee may contest in good faith the validity or application of any such law, regulation or ruling in any reas onable manner that does not, in the opinion of Lessor, adversely affect the interest of Lessor in and to the Equipment or its interest or rights under the related Lease.

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Lessee agrees that it shall maintain, preser ve and keep the Equipment in good repair and working order, in a condition comparable to that recommended by the manufacturer. Lessor shall have no responsibility to maintain, repair or make improvements or additions to the Equipment. In all cases, Lessee agrees to pa y any costs necessary for the manufacturer to re-certify the Equipment as e ligible for manufacturer’s main tenance upon the return of the Equipment to Lessor as provided for in Sections 3.03 and 12.02(b) of this Agreement.

Lessee shall not alter any item of Equipmen t or install any acce ssory, equipment or device on an item of Equipment if that would impair any applicable warranty, the originally intended function or the value of that Equipment. All repairs, parts, ac cessories, equipment and devices furnished, affixed to or installed on any Equipment, ex cluding temporary replacements, shall thereupon become subject to the security interest of Lessor.

ARTICLE VI
Section 6.01. Title to the Equipment . During the Lease Term unde r each Lease, so long as Lessee is not in default unde r Article XII hereof and an Ev ent of Non-appropriation has not occurred, all right, title and interest in and to each item of th e Equipment under the related Lease shall be vested in Lessee immed iately upon its acceptance of each item of Equipment, subject to the terms and conditions hereof and under the appli cable Lease. Lessee shall at all times protect and defend, at its own cost and ex pense, its title, and Lessor’s first priority security interest, in and to the Equipment (and Lessor’s other Collateral as defined in Section 6.02 hereof) from and against all claims, liens and legal processes of its creditors, and keep all Equipment (and such other Collateral) free and clear of all such cla ims, liens and processes. Lessee will, at its expense, do any further act and execute, acknowl edge, deliver, file, register and record any further documents the Lessor may reasonably request in order to protect Lessor’s first priority security interest in the Collatera l. Upon the occurrence of an Event of Default under a Lease or upon termination of a Lease pursuant to Section 3.03 hereof, full and unencumbered legal title to the Equipment shall, at Lessor’s option, pass to Lessor, and Lessee shall have no further interest therein. In addition, upon the occurrence of such an Event of Default or such termination, Lessee shall execute and deliver to Lessor such documents as Lessor may request to evidence the passage of such legal title to Lessor and the te rmination of Lessee’s inte rest therein, and upon request by Lessor shall deliver possession of the Equipment to Lessor in accordance with Section

3.03 or 12.02 of this Agreement, as applicable . Upon payment of all amounts due and owing under a Lease by Lessee in accordance with Section 10.01 hereof (including upon payment of all Rental Payments and other amou nts payable under such Lease), Le ssor’s security interest or other interest in the Equipmen t under such Lease sha ll terminate, and Lessor shall execute and deliver to Lessee such documents as Lessee may reasonably request to evidence the termination of Lessor’s security interest in the Equipment subject to the related Lease.

Section 6.02. Security Interest . As additional security for the payment and performance of all of Lessee’s obligations under each Lease, upon the execution of such Lease, Lessee hereby grants to Lessor a first priority security interest constituting a first lien on (a) the Equipment subject to such Lease, (b) moneys and investment s held from time to time in any related Escrow Account, (c) any and all proceeds of any of the foregoing, including, without limitation,

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insurance proceeds, and (d) all books and records regarding the foregoing, in each case, now existing or hereafter aris ing (collectively, the “ Collateral”). Upon the execution of each Lease, Lessee authorizes Lessor to file (and Lessee agrees to execute, if applicable) such notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to Lessor, which Lessor deems necessary or appropriat e to establish and maintain Lessor’s security interest in the Collateral, including, without limitation, such fi nancing statements with respect to personal property and fixtures unde r Article 9 of the Uniform Comme rcial Code in effect in the State and treating such Article 9 as applicable to entities such as Lessee.

Section 6.03. Personal Property; No Encumbrances . Lessee agrees that the Equipment is deemed to be and will remain personal property a nd will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Equipment or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. Lessee shall not create, in cur, assume or permit to exist any mortgage, pledge, lien, security interest, charge or other encumbrance of any nature whatsoever on any of the real estate where the Equipment under a Leas e is or will be located or enter into any agreement to sell or assign or enter into any sale/leaseback arrangement of such real estate without the prior writte n consent of Lessor; provided, that if Lessor or its assigns is furnished with a waiver of interest in the Equipment under such Lease acceptable to Lessor or its assigns in their respective discretion from any pa rty taking an interest in any such real estate prior to such interest taking effect, such consent shall not be unreasonably withheld.

ARTICLE VII
Section 7.01. Liens, Taxes, Other Go vernmental Charges and Utility Charges . Lessee shall keep the Equipment under each Lease free of all levies, liens, a nd encumbrances except those created by such Lease. The parties to this Agreement contemplate that the Equipment under each Lease will be used for a governmental or proprietary purpose of Lessee and that the Equipment will therefore be exempt from all property taxes. If the lease, sale, purchase, operation, use, possession or acquisition of any Equipment is nevertheless determined to be subject to taxation, Lessee shall pay when due all sales and other taxes, special assessments, governmental and other charges of any kind that are at any time lawfully assessed or levied against or with respect to the Equipment, the Rent al Payments or any part of either thereof, or which become due during the Leas e Term under the affected Lease, whether assessed against Lessee or Lessor. Lessee shall pay all utility and other charges incurred in the operation, use and maintenance of the Equipment. Lessee shall pay su ch taxes, assessments or charges as the same may become due; provided that, with respect to any such taxes, assessments or charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as accrue during the Lease Term un der the affected Lease. During the Lease Term under each Lease, Lessee shall pay the fee charged by the California Debt and Investment Advisory Commission with respect to this Agreement pursuant to Section 8856 (or any successor provision) of the California Government Code. During the Lease Term under each Lease, Lessor will not claim ownership of the Equipment ther eunder for the purposes of any tax credits, benefits or deductions with respect to such Equipment.

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Section 7.02. Insurance . Lessee shall, during the Lease Term under each Lease, maintain or cause to be maintained (a) casualty insuranc e naming Lessor and its a ssigns as loss payee and insuring the Equipment against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in th e State, and any other ri sks reasonably required by Lessor, in an amount at least equal to the gr eater of (i) the then applicable Outstanding Balance of the Equipment or (ii) the replacement cost of such Equipment; (b) liability insurance naming Lessor and its assigns as additional insured that protects Lessor from liability for bodily injury and property damage coverage (i) in such coverage amounts as may be required by Lessor for the applicable Equipment or (ii) in such minimum coverage amounts as may be agreed upon between Lessor and Lessee in connection with th e execution and delivery of a Lease, and in all events under clauses (a) and (b) above issued in form and amount satisfactory to Lessor and by an insurance company that is authorized to do business in the Stat e and having a financial strength rating by A.M. Best Company of “A-” or better; and (c) worker’s compensation coverage as required by the laws of the St ate. Notwithstanding the foregoing, Lessee may self-insure against the risks described in cl auses (a) and/or (b) through a government pooling arrangement, self-funded loss reserves, risk retention program or other self-insurance program, in each case with Lessor’s prior consent (which Lesso r may grant, withhold or deny in its sole discretion) and provided that Lessee has delive red to Lessor such information as Lessor may request with respect to the adequacy of such se lf-insurance to cover the risks proposed to be self-insured and otherwise in fo rm and substance acceptable to Lessor. In the event Lessee is permitted, at Lessor’s sole discretion, to self-insure as provided in this Section 7.02, Lessee shall provide to Lessor a self-insurance letter in form and substance satisfactory to Lessor, in Lessor’s sole discretion. Lessee shall fu rnish to Lessor evidence of such insurance or self-insurance coverage throughout the Lease Term under each Leas e. Lessee shall not cancel or modify such insurance or self-insurance coverage in any way th at would affect the interests of Lessor without first giving written notice thereof to Lessor at least thirty (30) days in advance of such cancellation or modification.

Section 7.03. Risk of Loss. Whether or not covered by insurance or self-insurance, Lessee hereby assumes all risk of loss of, or damage to and liability related to injury or damage to any persons or property arising from the Equipment under any Lease from any cause whatsoever, and no such loss of or damage to or liability arising from the Equipment under any Lease shall relieve Lessee of the obligation to make the Rent al Payments or to perfo rm any other obligation under any Lease. Whether or not covered by insurance or self-i nsurance, Lessee hereby agrees to reimburse Lessor (to the fullest extent perm itted by applicable law, but only from legally available funds) for any and all liabilities, obliga tions, losses, costs, claims, taxes or damages suffered or incurred by Lessor, regardless of th e cause thereof and all expenses incurred in connection therewith (including, without limitati on, counsel fees and expenses, and penalties connected therewith imposed on interest received) arising out of or as a result of (a) entering into this Agreement or any Lease or any of the tran sactions contemplated hereby or thereby, (b) the ordering, acquisition, ownership, use, operati on, condition, purchase, delivery, acceptance, rejection, storage or return of any item of the Equipment under any Lease, (c) any accident in connection with the operation, us e, condition, possession, storage or return of any item of the Equipment under any Lease resulting in damage to property or injury to or death to any person, and/or (d) the breach of any c ovenant of Lessee under or in conn ection with this Agreement or

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any Lease or any material misrepresentation provided by Lessee under or in connection with this Agreement or any Lease. The provisions of th is Section 7.03 shall con tinue in full force and effect notwithstanding the full payment of a ll obligations under any or all Leases or the termination of the Lease Term under any or all Leases for any reason.

Section 7.04. Advances . In the event Lessee shall fail to keep the Equipment in good repair and working order or shal l fail to maintain any insuran ce required by Section 7.02 hereof, Lessor may, but shall be under no obligation to, maintain and repair the Equipment or obtain and maintain any such insurance coverages, as the case may be, and pay the cost thereof. All amounts so advanced by Lessor shall constitute additional rent for the then current Original Term or Renewal Term under the affected Lease, a nd Lessee covenants and agrees to pay such amounts so advanced by Lessor with interest thereon from the date advanced until paid at a rate equal to the Contract Rate (or the Taxable Rate if then in effect) plus five percent (5%) per annum or the maximum amount permitted by law, whichever is less.

RTICLE VIII
Section 8.01. Damage, Destruction and Condemnation . If, prior to the termination of the Lease Term under the related Leas e, (a) the Equipment or any por tion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) ti tle to, or the temporary use of, the Equipment or any part thereo f shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Procee ds of any insurance claim or condemnation awar d or sale under threat of condemnat ion to be applied to the prompt replacement, repair, restorati on, modification or improvement of the E quipment or such part thereof and any balance of the Net Proceeds remain ing after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to prepay the obligations under the affected Lease in accordance with Section 10.01(a)(ii) hereof.

If Lessee elects to replace any item of the Equipment (the “Replaced Equipment” ) pursuant to this Section 8.01, th e replacement e quipment (the “Replacement Equipment” ) shall be new or of a quality type, utility and conditi on at least as good as the Replaced Equipment and shall be of equal or greater value than the Re placed Equipment as dete rmined and approved by Lessor in its sole discreti on. Lessee shall grant to Lessor a first prio rity security in terest in any such Replacement Equipment. Lessee shall repres ent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only thos e liens created by or through Le ssor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not li mited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in th e Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement a nd the related Lease.

Lessee shall complete the documentation of Re placement Equipment on or before the next Rental Payment Date after the occurrence of a casualty event, or be required to prepay the

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obligations under the related Leas e with respect to the damaged Equipment in accordance with Section 10.01(a)(ii) hereof.

For purposes of this Article VIII, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim or c ondemnation award or sale under threat of condemnation after de ducting all expenses, including a ttorneys’ fees, incurred in the collection thereof.

Section 8.02. Insufficiency of Net Proceeds . If the Net Proceeds are insufficient to pay in full the cost of any repair, rest oration, modification or improveme nt referred to in Section 8.01, Lessee shall either (a) comple te such replacement, repair , restoration, modification or improvement and pay any costs thereof in excess of the amount of the Ne t Proceeds, or (b) pay or cause to be paid to Lessor the amount of the then applicable Casualty Value under the related Lease plus all other amounts then owing thereunder, and, upon such payment, the applicable Lease Term shall terminate and Lessor’s security interest in the Equipment shall terminate as provided in Section 6.01 hereof. The amount of the Net Proceeds re maining, if any, after completing such repair, restorat ion, modification or im provement or after paying such Casualty Value for such Lease plus all other amounts then owing there under shall be reta ined by Lessee.

If Lessee shall make any payments pursuant to this Section 8.02, Lessee shall not be entitled to any reimbursement therefor from Lessor nor shall Lessee be entitled to any diminution of the amounts payable under Article IV.

ARTICLE IX
Section 9.01. Disclaimer of Warranties . Lessor makes no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for particular purpose or fitness for use of any of the Equipment under each Lease, or any other warranty or representation, express or implied, with respect thereto and, as to Lessor, Lessee’s acquisition of the Equipment under each Lease shall be on an “as is” basis. In no event shall Lessor be liable for any incidental , indirect, special or consequen tial damage in connection with or arising out of this Agreem ent, any Lease, any Equipment or the existence, furnishing, functioning or Lessee’s use of any item, product or service provided for in this Agreement or any Lease.

Section 9.02. Vendor Agreements; Warranties . Lessee covenants that it shall not in any material respect amend, modif y, rescind or alter any Vendor Ag reement for any Lease without the prior written consent of Le ssor. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term under each Lease, so long as Lessee shall not be in default under such Lease and so long as no Even t of Non-appropriation has occurred, to assert from time to time whatever claims and rights (including without limitation warranties) relating to the Equipment that Lessor may have against a Vendor. Lessee’s sole remedy for the breach of such warranty, indemnification or representation shall be agains t the applicable Vendor of the Equipment and not against Lessor. Any such matte r shall not have any effect whatsoever on the rights and obligations of Lessor with respect to a ny Lease, including the right to receive full and timely Rental Payments and other payments unde r each Lease. Lessee expressly acknowledges

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that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties relating to any of the Equipment under each Lease.

ARTICLE X
Section 10.01. Prepayment; Payment in Full .
(a) Prepayment. Lessee shall have the option to prepay or satisfy all, but not less than all, of its obligati ons under a Lease, at the following times and upon the following terms:
(i) Optional Prepayment. From and after the date specified (if any) in the applicable Payment Schedule (the “Prepayment Option Commencement Date” ), on the Rental Payment Dates specifie d in such Payment Schedule , upon not less than thirty (30) days prior written noti ce, and upon payment in full of the sum of all Rental Payments then due under the related Lease plus the then applicable Prepayment Price, which may include a prepayment premium on the unpaid Outstanding Balance as set forth in such Payment Schedule plus all other amounts then owing thereunder; or (ii) Casualty or Condemnation Prepayment. In the event of substantial damage to or destruction or condemnation of substantially all of the Equipment listed in a Lease, on the day specified in Lessee’s notice to Lessor of its exercise of the prepayment option (which shall be the earlier of the next Rental Payment Date or sixty (60) days after the casualty event) upon payment in full to Lessor of (A) in the event such prepayment occurs on a Rental Payment Date, the sum of (i) all Rental Payments then due under such Lease plus (ii) the then applicable Ca sualty Value for such Lease plus (iii) all other amounts then owing thereunder OR, (B) in th e event such prepayment for such Lease occurs on a date other than a Rental Payment Date, the sum of (i) the applicable Casualty Value shown on the Payment Schedule for such Lease for the Rental Payment Date immediately preceding the applicable date of such prepayment (or if the date of such prepayment occurs prior to the first Rental Payment Date for such Lease, the earliest Casualty Value shown on the related Payment Schedule) plus (ii) accrued interest at the Contract Rate (or the Taxable Rate if then in effect) on the Outstanding Balance as of the Rental Payment Date immediately preceding the applicable date of such prepayment from such Rental Payment Date (or if the date of such prepayment occurs prior to the first Rental Payment Date, the Commencement Date for such Lease) to the date of such prepayment plus (iii) all other amounts then owing thereunder. (b) Payment in Full. Upon the expiration of the L ease Term under a Lease, the payment in full of all Rental Payments then due and all other amounts then owing under such Lease by Lessee to Lessor.
(c) Lessor’s security interests in and to the related Equipment under such Lease will be terminated and Lessee will own such Equipment fre e and clear of Lessor’s security interest in such Equipment after either (i) payment of eith er (A) the applicable Pr epayment Price and all

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other amounts then owing under a Lease in accordance with Section 10.01(a)(i) of this Agreement or (B) the applicable Casualty Value and all other amounts then owing under a Lease in accordance with Section 10.01(a)(ii) of this Agreement or (ii) upon the expiration of the Lease Term of a Lease and payment in full of all Rent al Payments then due and all other amounts then owing thereunder in accordance with Section 10.01(b) of this Agreement.

ARTICLE XI
Section 11.01. Assignment by Lessor . (a) Lessor’s right, title and interest in and to the Rental Payments and any othe r amounts payable by Lessee under any and all of the Leases and the Escrow Agreement relating to any Lease, its s ecurity interest in the Collateral (collectively, with respect to each Lease and related Escrow Agreement, the “Related Assigned Rights” ), may be assigned and reassigned by Lesso r at any time, in whole or in part, to one or more assignees or sub-assignees without the necessity of obtaining the consent of Lessee; provided, that any such assignment, transfer or conveyance (i) shall be made only to investors each of whom Lessor reasonably believes is a “qualified institutional buyer” as defined in Rule 144A(a)(1) promulgated under the Securities Act of 1933, as amended, or an “accredited investor” as defined in Section 501(a)(1), (2 ), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended, and in either case is purchasing the Related Assigned Rights (or any interest therein) for its own account with no present intention to re sell or distribute such Related Assigned Rights (or interest therein), subject to each investor’s right at any time to dispose of the Related Assigned Rights (or any interest therein) as it determines to be in its best interests, (ii) shall not result in more than 35 owners of the Related Assigned Rights with respect to a Lease or the creation of any interest in the Rela ted Assigned Rights with respect to a Lease in an aggregate principal component that is less than $100,000 and (iii) shall not require Lessee to make Rental Payments, to send notices or otherwis e to deal with respect to matters arising under the Related Assigned Rights with respect to a Lease with or to more than one Lease Servicer (as such term is defined below), and any trust ag reement, participation agreement or custodial agreement under which multiple ownership interest s in the Related Assigned Rights with respect to a Lease are created shall pr ovide the method by which the owners of such interests shall establish the rights and duties of a single entity, trustee, owner, servicer or other fiduciary or agent acting on behalf of all of the assignees (herein referred to as the “Lease Servicer” ) to act on their behalf with respect to the Related Assi gned Rights with respect to a Lease, including with respect to the exercise of rights and remedies of Lessor on behalf of such owners upon the occurrence of an Event of Default or an Event of Non-appropriation unde r the related Lease.

Lessor and Lessee hereby acknowledge and agree that the restrictions and limitations on transfer as provided in this Section 11.01 shall apply to the first and subsequent assignees and sub-assignees of any of the Re lated Assigned Rights w ith respect to a Leas e (or any interest therein).
(b) Unless to an affiliate controlling, controlled by or under common control with Lessor, no assignment, transfer or conveyance pe rmitted by this Section 11.01 shall be effective as against Lessee until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee; provided, that if such assignment is made to a bank or trust company as trustee or paying agent for owners of cer tificates of pa rticipation,

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participation interests, trust certificates or pa rtnership interests with respect to the Rental Payments payable under a Lease, it shall thereafter be sufficient that Lessee receives notice of the name and address of the bank, trust company or other entity that acts as the Lease Servicer for such Lease. Notices of assignment provide d pursuant to this Section 11.01(b) shall contain a confirmation of complian ce with the transfer requirements im posed by Section 11.01(a) hereof.

During the Lease Term under each Lease, Lessee sha ll keep, or cause to be kept, a complete and accurate record of all such assignments in form necessary to comply with Section 149 of the Code. Lessee shall retain all such notices as a register of all assign ees and shall make all payments to the assignee or assignees or Lease Serv icer last designated in such register. Lessee shall not have the right to and shall not assert against any assignee any claim, counterclaim or other right Lessee may have against Lessor or any Vendor. Assignments in part may include, without limitation, assignment of all of Lessor’s s ecurity interest in and to the Equipment listed in a particular Lease and all rights in, to and under the Lease related to such Equipment and all of Lessor’s security interest in and to the related Collateral, or all rights in, to and under the related Escrow Agreement.
(c) If Lessor notifies Lessee of its intent to assign a Lease, Lessee agrees that it shall execute and deliver to Lessor a Notice and Ac knowledgement of Assignment with respect to such Lease, substantially in the form of Exhibit G attached hereto, within five (5) business days after its receipt of such request.

Section 11.02. Assignment and Subleasing by Lessee . None of Lessee’s right, title and interest in, to and under this Agreement, any Lease or any portion of the Equipment, any Escrow Agreement or the Escrow Account or any of the other Collateral related thereto may be assigned, encumbered or subleased by Lessee for any reason, and any purported assignment, encumbrance or sublease without Lessor’s prior written consent shall be null and void.

RTICLE XII
Section 12.01. Events of Default Defined . Any of the following ev ents shall constitute an “Event of Default” under a Lease:
(a) Failure by Lessee to (i) pay any Re ntal Payment or other payment required to be paid under any Lease with in ten (10) days after the date when due as specified therein, (ii) maintain insurance as required under such Lease (including Section 7.02 of this Agreement, which is incorporated th erein), or (iii) observe and perform any covenant, condition or agreement on its part to be observed or performed under Section

6.01 or 6.02 hereof for any Lease;
(b) Failure by Lessee to observe a nd perform any cove nant, condition or agreement contained in this Agreement or any Lease on its part to be observed or performed, other than as referred to in subsection (a) above, fo r a period of thirty (30) days after written notice specifying such fa ilure and requesting that it be remedied is given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such

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time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Lessee in or pursuant to this Agreement or any Lease or its execution, delivery or performance shall prove to have been false, incorrect, misleading or br eached in any material respect on the date when made;
(d) Any default occurs under any othe r agreement for borrowing money, lease financing of property or othe rwise receiving credit under which Lessee is an obligor, if such default (i) arises under any other agreement for borrowing money, lease financing of property or provision of credit provided by Lessor or any affiliate of Lessor (including, without limitation, the occurrence of any Event of Defa ult under any other Lease), or (ii) arises under any obligation under which there is outstanding, owing or committed an aggregated amount in excess of $100,000.00;
(e) Lessee shall (i) apply for or cons ent to the appointment of a receiver, trustee, custodian or liquidator of Lessee, or of all or a substantial part of the assets of Lessee, (ii) be unable, fail or admit in writi ng its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered agains t it under applicable Federal ba nkruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against Lessee in any bankruptcy, liquidation, readjustment, reorganization, moratorium or insolvency proceeding; or (f) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trus tee, custodian or liquidator for Lessee or of all or a substa ntial part of the assets of Le ssee, in each case without its application, approval or consen t, and such order, judgment or decree shall continue unstayed and in effect for any period of thirty (30) consecutive days.

Section 12.02. Remedies on Default . Whenever any Event of Default exists under any Lease, Lessor shall have the right, at its sole option without any further demand or notice, to take one or any combination of the follo wing remedial steps with respect to any or all Leases with an Event of Default under th is Agreement, includi ng those with an Event of Default pursuant to Section 12.01(d) (each a “Defaulted Lease”):
(a) By written notice to Lessee, Lessor may declare all Rental Payments payable by Lessee pursuant to one or more Defaulted Leases and other amounts payable by Lessee under each such Defaulted Lease to the end of the then current Original Term or Renewal Term to be immediately due and payable;

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(b) With or without terminating th e Lease Term under any one or more Defaulted Leases, Lessor may enter the premis es where the Equipment listed in any one or more of each such Defaulted Leases is located and retake possession of such Equipment or require Lessee at Lessee’s expense to promptly return any or all of such Equipment to the possession of Lessor at such place within the United States as Lessor shall specify, and sell or lease such Equi pment or, for the account of Lessee, sublease such Equipment, continuing to hold Lessee liable, but solely from legally available funds, for the difference between (i) the Rental Pa yments payable by Lessee pursuant to each such Defaulted Lease and other amounts relate d to each such Defa ulted Lease that are payable by Lessee to the end of the then curre nt Original Term or Renewal Term, as the case may be, and (ii) the net proceeds of an y such sale, leasing or subleasing (after deducting all expenses of Lessor in exerci sing its remedies under each such Defaulted Lease, including without li mitation all expenses of taking possession, storing, reconditioning and selling or leasing such Equi pment and all brokerage, auctioneer’s and attorney’s fees), subject, however, to the pr ovisions of Section 3.03 of this Agreement.

The exercise of any such remedies respecti ng any such Event of Default under any such Defaulted Lease shall not re lieve Lessee of any other lia bilities under each such Defaulted Lease or any other Lease that Lesso r determines not to treat as a Defaulted Lease or with respect to the Equipment listed therein;
(c) Lessor may terminate the Escrow Ag reement relating to any one or more of such Defaulted Leases and apply any pr oceeds in each such applicable Escrow Account thereunder to the Rental Payments sc heduled to be paid under any one or more of such Defaulted Leases as Lessor shall determine; and/or (d) Lessor may take whatever action at law or in equity as may appear necessary or desirable to enforce its rights under any one or more of such Defaulted Leases or each such Escrow Agreement relating thereto or as a secured party in any or all of the Equipment subject to any one or more of such Defaulte d Leases or with respect to the related Escrow Account for one or more of such Defaulted Leases.

Section 12.03. No Remedy Exclusive . No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumu lative and shall be in addition to every other remedy given hereunder and/or under any Lease now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or sha ll be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as ma y be deemed expedient. In order to entitle Lessor to exercise any remedy reserved to it in this Article XII it shall not be necessary to give any notice other than such notice as may be required in this Article XII.

Section 12.04. Application of Moneys . Any net proceeds from th e exercise of any remedy under this Agreement, including the application sp ecified in Section 12.02(b)(ii) (after deducting all expenses of Lessor in exerci sing such remedies in cluding without limita tion all expenses of

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taking possession, storing, reconditioning and selli ng or leasing Equipment and all brokerage, auctioneer’s or attorney’s fees), shall be applied as follows:
(a) If such remedy is exercised solely with respect to a single Defaulted Lease, Equipment listed in such Defaulted Lease or rights thereunder, then to amounts due pursuant to such Defaulted Lease and to other amounts related to such Defaulted Lease or such Equipment.
(b) If such remedy is exercised with respect to more than one Defaulted Lease, Equipment listed in more than one Defaulted Lease or rights under more than one Defaulted Lease, then to amounts due pursuant to one or more of such Defaulted Leases as Lessor shall determine and distribute on a pro rata basis or on such other basis as Lessor shall determine.

ARTICLE XIII
Section 13.01. Notices . All notices, certific ates or other communications under this Agreement or any Lease shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, or delivered by overnight courier, or sent by facsimile transmission (with elec tronic confirmation) to the part ies hereto at the addresses immediately above the signa tures to this Agreement (or at su ch other address as either party hereto shall designate in writing to the other for notices to such pa rty) and to any assignee at its address as it appears on the registration books maintained by Lessee.

Section 13.02. Binding Effect . This Agreement and each Lease shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.

Section 13.03. Severability . In the event any provision of this Agreement or any Lease shall be held invalid or unenforceable by any c ourt of competent jurisd iction, such holding shall not invalidate or render unenforceable any other provision hereof or thereof.

Section 13.04. Amendments, Changes and Modifications . This Agreement and each Lease may only be amended by Lessor and Lessee in writing.

Section 13.05. Execution in Counterparts . This Agreement and each Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided that only Counterpart No. 1 of each Lease (including the terms and provisions of this Agreement incorporated therein by reference) shall constitute chattel paper for purposes of the applicable Uniform Commercial Code.

Section 13.06. Applicable Law; Venue; Waiver of Jury Trial . This Agreement and each Lease shall be governed by and cons trued in accordance with the la ws of the State. The parties hereto consent and submit to the jurisdiction of the State and venue in any state or Federal court of such State for the purposes of any suit, actio n or other proceeding arising in connection with

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this Agreement or any Lease, and each party expre ssly waives any objections that it may have to the venue of such courts. The parties hereto expressly waive any right to trial by jury in any action brought on or with respect to this Agreement or any Lease. If the waiver of jury trial contained herein is unenforceable for any reason, then the par ties hereto agree that the court shall, and is hereby directed to, make a general reference pu rsuant to California C ode of Civil Procedure Section 638 to a referee to hear and determine a ll of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision.

Section 13.07. Captions . The captions or headings in this Agreement and in each Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement or any Lease.

Section 13.08. No Advisory or Fiduciary Relationship . In connection with all aspects of each transaction contemplated by this Agreem ent and each Lease thereunder (including in connection with any amendment, waiver or other modification he reof or of any other related document), the Lessee acknowledges and agrees that: (a) (i) the transactions regarding this Agreement and each Lease thereunder provided by the Lessor and any affiliate thereof are arm’s- length commercial transactions between the Le ssee, on the one hand, and the Lessor and its affiliates, on the other hand, (ii) the Lessee ha s consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Lessee is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and each Lease th ereunder and by the other related documents; (b) (i) the Lessor and its affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the re levant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Lessee, or any other person and (ii) neither the Lessor nor any of its affiliates has any obligation to the Lessee with respect to the transactions contemplated by this Agreement and each Lease thereunder excep t those obligations expressly set forth herein and in the other relate d documents; and (c) the Lessor and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Lessee, and neither the Lessor nor any of its affiliates has any obligation to disclo se any of such interests to the Lessee. To the fullest extent permitted by law, the Lessee, hereby waives and releases any claims that it may have against the Lessor or any of its affiliates with respect to any breach or alleged breach of agency or fiduciary duty in conn ection with any aspect of any transactions contemplated by this Agreement and each Lease thereunder.

Section 13.09. Entire Agreement . The parties agree that th is Agreement and each Lease hereunder constitutes the final and entire agreement between the parties superseding all conflicting terms or provisions of any prior proposals, term sh eets, solicitation documents, requests for proposals, award notices, approval letters or any other agreements or understandings between the parties.

Section 13.10 Electronic Signatures. The Related Document s may be executed and delivered by facsimile signatu re or other electronic or di gital means (including, without

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limitation, Adobe’s Portable Document Format (“ PDF”)). Any such signature shall be of the same force and effect as an original signature, it being the express intent of the parties to create a valid and legally enforceable c ontract between them. The exchange and delivery of the Related Documents and the related signature pages via facsimile or as an attachment to electronic mail (including in PDF) shall constitute effective execution and delivery by the parties and may be used by the parties for all purposes. Notwithstanding the foregoing, at the request of either party, the parties hereto agree to ex change inked original replace ment signature pages as soon thereafter as reasonably practicable.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Lessor and Lessee have cause d this Master Equipment Lease/Purchase Agreement to be executed in their names by their duly authorized representatives as of the date first above written.

LESSOR: L ESSEE:

Banc of America Public Capital Corp City of Fullerton, CA ___________________ 11333 McCormick Road, Hunt Valley II 303 W. Commonwealth Ave.

M/C MD5-032-07-05 Fullerton, CA 92832-1710
Hunt Valley, MD 21031 Atte ntion: Administrative Services Director Attention: Contract Administration

By: _________________________________ By: _________________________________ Name: ___________________________ Name: ___________________________ Title: ____________________________ Title: ____________________________

Signature Page of Master Equipment Lease/Purchase Agreement

LIST OF EXHIBITS
Exhibit A-1 Form of Equipm ent Schedule – General Equipment Exhibit A-2 Form of Equipment Sc hedule – Energy Services Equipment Exhibit B Form of Payment Schedule
Exhibit C-1A Reserved
Exhibit C-1B Reserved
Exhibit C-2A Form of Incumbency an d Authorization Certificate (Agreement) Exhibit C-2B Form of Incumbency and Authorization Certificate (Lease) Exhibit D Reserved
Exhibit E Form of Final Acceptance Certificate
Exhibit F Reserved
Exhibit G Form of Notice and Acknowledgement of Assignment Exhibit H Form of Escrow and Account Control Agreement

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EXHIBIT A-1

FORM OF EQUIPMENT SCHEDULE NO. ______ - GENERAL EQUIPMENT Re: Master Equipment Lease/Purchase Agreement, dated as of December 23, 2025, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and the City of Fullerton, CA, as Lessee

1. Defined Terms . All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the “Agreement”).

2. Equipment . For purposes of the Lease created hereby, the following items of Equipment are hereby included under this Equipmen t Schedule together w ith all attachments, additions, accessions, parts, repa irs, improvements, replacements and substitutions thereto as provided in the Agreement.

QUANTITY D ESCRIPTION S ERIAL NO. M ODEL NO. L OCATION

3. Payment Schedule.
(a) Rental Payments; Commencement Date . The Rental Payments shall be in such amounts and payable on such Re ntal Payment Dates as set fo rth in the Payment Schedule attached to this Equipment Schedule and incorporated herein by this reference, subject to adjustment upon the occurrence of an Event of Taxability as provided in Section 4.06 of the Agreement. Lessee’s obligation to pay Rental Payments under the Leas e created hereby shall commence on the earlier of (i) the date on which the Equipment listed in this Equipment Schedule is accepted by Lessee in the manner descri bed in Section 5.01 of the Agreement, as evidenced by the Final Acceptance Certificate ex ecuted by Lessee and substa ntially in the form of Exhibit E attached to the Agreement, or (ii) th e date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the “Commencement Date”). (b) Prepayment Price Schedule . The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Pa yment Date in the “Prepayment Price” column of

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the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.

4. Representations, Warranties and Covenants . Lessee hereby represents, warrants and covenants that its representations, warran ties and covenants set forth in the Agreement (particularly Section 2.01 thereof) are true and correct as though made on the Commencement Date. Lessee further represents and warrants that (a) no Material Adverse Change has occurred since the dated date of the Agreement; (b) no Ev ent of Default has occurred and is continuing under any Lease currently in effect; (c) no Event of Non-appropriation under any Lease currently in effect has occurred or is threatened; (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Even t of Non-appropriation; (e) the governing body of Lessee has authorized the execution and deliv ery of the Agreement and this Equipment Schedule; (f) the Equipment listed in this Equi pment Schedule is essentia l to the functions of Lessee or to the services Lessee provides its citi zens; (g) Lessee has an i mmediate need for, and expects to make immediate use of, substantiall y all such Equipment, which will be used by Lessee only for the purp ose of performing one or more of Lessee’s governmental or proprietary functions consistent with the permissible scop e of its authority; and (h) Lessee expects and anticipates adequate funds to be available for all future payments or rent due after the current budgetary period.

5. The Lease. The terms and provisions of the Agreement (other than to the extent that they relate solely to other Equipment Sche dules or Equipment listed on other Equipment Schedules) are hereby incorporated into this E quipment Schedule by reference and made a part hereof.
[OPTION: IF ESCROW AGREEMENT IS USED:

6. Acquisition Amount. The Acquisition Amount that Le ssor shall pay to the Escrow Agent for deposit into the Escrow Account in connection with this Equipment Schedule is $____________. It is expected that by [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule No. ______, Lessee will have taken possessi on of all items of Equipment shown above and that the Lessee’s final Disbursement Request pursuant to the Escrow Agreement will be signed by Lessee, a pproved by Lessor and delivered to the Escrow Agent on or before [six (6)] [twelve (12)] [eighteen (18)] months from the date of this Equipment Schedule.

OR IF VENDOR PAID DIRECTLY USE:

6. Acquisition Amount. The Acquisition Amount for the Equipment list ed in this Equipment Schedule to be paid to the Vendor (or reimbursed to Lessee) is $ _____________________.]

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[OPTION: IF ESCROW AGREEMENT IS USED:

7. Acquisition Period. The Acquisition Period applicab le to this Equipment Schedule shall end at the conclusion of the ____ month following the date hereof.] [OPTION: IF ESCROW AGREEMENT IS USED AND A SURETY BOND IS REQUIRED:

[8.] Surety Bonds ; Lessee to Pursue Remedies Against Contractors and Sub- Contractors and Their Sureties . Lessee shall secure from each Vendor directly employed by Lessee in connection with the acquisition, constr uction, installation, improvement or equipping of the Equipment listed in this Equipment Sche dule, a payment and perf ormance bond (“Surety Bond”) executed by a surety comp any authorized to do business in the State, having a financial strength rating by A.M. Best Co mpany of “A-” or better, and otherwise satisfactory to Lessor and naming Lessor as a co-obligee in a sum equa l to the entire amount to become payable under each Vendor Agreement. Each bond shall be c onditioned on the completion of the work in accordance with the plans and specifications fo r the Equipment listed in this Equipment Schedule and upon payment of all claims of subcontractors and suppliers. Lessee shall cause the surety company to add Lessor as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to Lessor promptly upon receipt thereof by Lessee. Any proceeds from a Surety Bond shall be appl ied in accordance with such Surety Bond to the payment and performance of the Vendor’s obligations in accor dance with the related Vendor Agreement and, if for whatever reason such proceeds are not so applied, first to amounts due Lessor under this Equipment Schedule, and any remaining amounts shall be payable to Lessee.

In the event of a material de fault by any Vendor under any Vendor Agreement in connection with the acquisition, construction, ma intenance and/or servicing of the Equipment listed in this Equipment Schedule or in the event of a material breach of warranty with respect to any material workmanship or performance guaranty with respect to such Equipment, Lessee will promptly proceed to exhaust its remedies against the Vendor in default. Lessee sha ll advise Lessor of the steps it intends to take in connection with any such default. Any amount s received by Lessee in respect of damages, refunds, adjustments or othe rwise in connection with the foregoing shall be paid to Lessor and applied against Lessee’s obligations under this Equipment Schedule.

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As a prerequisite to the perfo rmance by Lessor of any of its obligations under this Equipment Schedule, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, a certified copy of each Surety Bond satisfying the conditions set forth in this Section ___, or, at Lessor’s sole discretion, such Surety Bonds may be pr ovided after the Commenc ement Date of this Equipment Schedule, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement for this Equipment Schedule (other than for costs of issuance) shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in this Section _________have been delivered to Lessor.]
[7][8][9].Lease Term. The Lease Term shall consist of the Original Term and consecutive Renewal Terms, with the final Renewal Term ending on ____________, subject to earlier termination pursuant to the Agreement.

[O
PTION: IF MOTOR VEHICLES ARE BEING FINANCED:
[8][9][10]. Registration. Any Equipment that is a motor vehicle is to be registered and titled as follows:
(a) Registered Owner: City of Fullerton, CA (b) Lienholder:

Banc of America Public Capital Corp
Bank of America Plaza
600 Peachtree Street NE, 11th Floor
Atlanta, GA 30308-2265

Lessee shall be responsible for the correct titling of all Equipment leased hereunder. Lessee will cause the original Certificates of Title to be de livered to Lessor for retention in Lessor’s files throughout the Lease Term of the Lease created hereby.]

Dated: _________________
L
ESSOR: L ESSEE:

Banc of America Public Capital Corp City of Fullerton, CA 11333 McCormick Road 303 W. Commonwealth Ave.

Hunt Valley II Fullerton, CA. 92832=1710
M/C MD5-032-07-05 Attention: Ad ministrative Services Director Hunt Valley, MD 21031
Attention: Contract Administration

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Counterpart No. _____ of _____ manually executed and serially numbered counterparts.

To the extent that the Lease created hereby const itutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1.

A-1

EXHIBIT A-2

FORM OF EQUIPMENT SCHEDULE NO. ______ - ENERGY SERVICES EQUIPMENT Re: Master Equipment Lease/Purchase Agreement, dated as of December 23, 2025, between Banc of America Public Capital Corp, a Kansas corporation, as Lessor, and the City of Fullerton, CA, as Lessee

1. Defined Terms . All terms used herein have the meanings ascribed to them in the above-referenced Master Equipment Lease/Purchase Agreement (the “Agreement”). In addition, for this Equipment Schedule, the following term will have the meaning indicated below unless the context clearly requires otherwise:
“Lien” means any lien (statutory or otherwise), security interest, mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, pref erence, priority or other security or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditio nal sale or other title retention ag reement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commer cial Code or comparable law of any jurisdiction. For this Equipment Schedule, all references to the term “lien” in the Agreement shall mean “Lien” as defined herein.

2. Equipment .

(a) Location of Equipment: For purposes of the Lease created hereby, the location of Equipment is set forth below:

(b) Equipment Description (Scope of Work): For purposes of the Lease created hereby, the description of the Equipment and the scope of work is set forth below:

A-2

evidenced by the Final Acceptance Certificate ex ecuted by Lessee and substa ntially in the form of Exhibit E attached to the Agreement, or (ii) th e date on which the Acquisition Amount is deposited in an Escrow Account for the purpose of acquiring and installing the Equipment listed in this Equipment Schedule pursuant to Section 3.04(c) of the Agreement (the earlier of such two dates being herein referred to as the “Commencement Date”). (b) Prepayment Price Schedule . The Prepayment Price on each Rental Payment Date shall be the amount set forth for such Rental Pa yment Date in the “Prepayment Price” column of the Payment Schedule attached to this Equipment Schedule plus all Rental Payments then due (including the Rental Payment due on such Rental Payment Date) plus all other amounts then owing under this Equipment Schedule.

7. Acquisition Period. The Acquisition Period applicab le to this Equipment Schedule shall end at the conclusion of the ____ month following the date hereof.

A-3

8. Additional Representation Regarding the Use and Maintenance of the Equipment; Additional Representation Regarding Damage, Destruction and Condemnation; Additional Representations Regarding Real Property and Liens.
(a) Lessee agrees that it shall (i) proceed promptly, at its expense, to protect its rights and exercise its remedies under any wa rranty then in effect with re spect to the Equi pment under this Equipment Schedule; and (ii) re place or rebuild any component of the Equipment under this Equipment Schedule that become s permanently unfit for normal use or inoperable during the Lease Term of this Equipment Schedule (herein, the “ Inoperable Component”) in order to keep the Equipment as a whole in good repair and wo rking order during the Lease Term of this Equipment Schedule. Lessee shall promptly notify Lessor in writing when any component of the Equipment under this Equipment Schedule is reasonabl y expected within fort y-five (45) days to become an Inoperable Component . Lessee shall prom ptly replace or rebuild the Inoperable Component under this Equipment Schedule with a similar component of comparable or improved make and model that has at least the e quivalent value and util ity of the applicable Inoperable Component, a remaining useful life of no less than the remaining Lease Term under this Equipment Schedule and su ch replacement or rebuilt com ponent shall be in good operating condition.
(b) If Lessee elects to repl ace any item of the Equipmen t with Replacement Equipment pursuant to Section 8.01 of the Agreement, in addition to the other re quirements set forth in Section 8.01, the Replacement Equipment shall also provide at least the same level of energy and/or operational savings expected in the aggregate from the Repl aced Equipment prior to such casualty, destruction or condemnati on and shall have an expected remaining useful life at least through the Lease Term.
(c)(i) In the event any Lien, encumbran ce, restriction, asserted encumbrance, claim, dispute or other issue exists or arises with re spect to the Lessee’s lega l title to or valid and marketable, beneficial use and en joyment of the Real Property or impairs or adversely impacts Lessor’s right, title or interest in the Equipment or any of Lesso r’s rights or remedies under this Agreement with respect to the Equipment ( each of the foregoing referred to as a “Real Property Issue”), Lessee will take all steps necessary to promptly quiet, resolve and/or eliminate such Real Property Issue to the satisfaction of Lessor and ensure that Lessee and Lessor have adequate access to and use of (including beneficial use and enjoyment of) the Real Property for all purposes of the Equipment contemplated herein and Lessee shall ensure that its fee interest in the Real Property and Lessor’s right, title or interest in the Equipment and rights or remedies under this Agreement with respect to the Equipment remain free and clear of Real Property Issues. (ii) As of the date of execution and delivery of this Equipment Schedule, Lessee has not granted any Lien on the Colla teral that would be senior in pr iority to, or pari passu with, the first priority Lien on the Collateral granted to Lessor under Section 6.02 of the Agreement.

A-4

(iii) The street addresses and legal de scriptions affixed to the UCC-1 financing statements and fixture filings filed and recorded pursuant to Section 3.04(vi), Section 6.01 and/or Section 6.02 hereof are true, accura te and complete street addresses and legal descriptions of all the properties on which the Equipment is located or to be installed. In the event any street address, legal description, other information, U CC-1 financing statement or fixture filing (or continuations or amendments thereof) filed or reco rded with respect to the Lessor’s interests in the Equipment or any of the Real Property on whic h the Equipment is located or to be installed reflects any incorrect or incomplete Real Property legal description, equipment description or other information, Lessee shall take all steps necessary (with the Lessor’s prior written approval) to promptly correct any errors or deficiencies with respect to such legal descriptions, street address, other information, UCC- 1 financing statements and/or fixture filings and to protect Lessor’s interests in the Equipment.

9. Liability Insurance. Lessee shall, during the L ease Term under this Equipment Schedule, maintain or cause to be maintained liability insurance naming Lessor and its assigns as additional insured that protects Lessor from liability with limits of at least $5,000,000 per occurrence for bodily injury and property damage coverage (such liability insurance coverage may be in a combination of primary general liability and/or excess liability umbrella coverage).

10. Surety Bonds ; Lessee to Pursue Remedies Against Contractors and Sub- Contractors and Their Sureties . Lessee shall secure from each Vendor directly employed by Lessee in connection with the acquisition, constr uction, installation, improvement or equipping of the Equipment listed in this Equipment Sche dule, a payment and perf ormance bond (“Surety Bond”) executed by a surety comp any authorized to do business in the State, having a financial strength rating by A.M. Best Co mpany of “A-” or better, and otherwise satisfactory to Lessor and naming Lessor as a co-obligee in a sum equa l to the entire amount to become payable under each Vendor Agreement. Each bond shall be c onditioned on the completion of the work in accordance with the plans and specifications fo r the Equipment listed in this Equipment Schedule and upon payment of all claims of subcontractors and suppliers. Lessee shall cause the surety company to add Lessor as a co-obligee on each Surety Bond, and shall deliver a certified copy of each Surety Bond to Lessor promptly upon receipt thereof by Lessee. Any proceeds from a Surety Bond shall be appl ied in accordance with such Surety Bond to the payment and performance of the Vendor’s obligations in accor dance with the related Vendor Agreement and, if for whatever reason such proceeds are not so applied, first to amounts due Lessor under this Equipment Schedule, and any remaining amounts shall be payable to Lessee.

A-5

As a prerequisite to the perfo rmance by Lessor of any of its obligations under this Equipment Schedule, Lessee shall deliver to Lessor, in form and substance satisfactory to Lessor, a certified copy of each Surety Bond satisfying the conditions set forth in this Section ___, or, at Lessor’s sole discretion, such Surety Bonds may be pr ovided after the Commenc ement Date of this Equipment Schedule, provided however, that no “Disbursement Request” pursuant to the Escrow Agreement (other than for costs of issuance) for this Equipment Schedule shall be authorized by Lessor until such Surety Bonds satisfying the conditions set forth in this Section _________have been delivered to Lessor.

11. Lease Term. The Lease Term shall consist of the Original Term and consecutive Renewal Terms, with the final Renewal Term ending on ____________, subject to earlier termination pursuant to the Agreement.

Dated: _________________
L
ESSOR: L ESSEE:

Banc of America Public Capital Corp City of Fullerton, CA 11333 McCormick Road 303 W. Commonwealth Ave.

Hunt Valley II Fullerton, CA 92832-1710
M/C MD5-032-07-05 Attention: Admin istrative Services Director _ Hunt Valley, MD 21031
Attention: Contract Administration

Counterpart No. _____ of _____ manually executed and serially numbered counterparts.

EXHIBIT B

FORM OF PAYMENT SCHEDULE

Rental
Payment
Date
Rental
Payment
Amount
Interest
Portion
Principal
Portion
Outstanding
Balance
Prepayment
Price
(including
prepayment
premium, if any)
Casualty
Price
(including
casualty
premium, if any)

Contract Rate; Taxable Rate. The Contract Rate for this Equipment Schedule is _________% per annum. The Taxable Rate for this Equipment Schedule is _________% per annum.

Prepayment Option Commencement Date. For purposes of Section 10.01 of the Agreement, the Prepayment Option Commencement Date for this Equipment Schedule is _______________.

L
ESSOR: L ESSEE:

Banc of America Public Capital Corp City of Fullerton, CA

By: ___________________ By: ___________________
Name: Name:

Title: Title:

EXHIBIT C-1A

FORM OF AUTHORIZING RESOLUTION (AGREEMENT)
“Reserved”
EXHIBIT C-1B

FORM OF AUTHORIZING RESOLUTION (LEASE)
“Reserved”

EXHIBIT C-2A

FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE (AGREEMENT) The undersigned, a duly elected or appointed and acting __________________ [Secretary] [City Clerk] [County Clerk] of City of Fullerton, CA (“Lessee”) certifies as follows:

A. The following listed persons are duly el ected or appointed a nd acting officials of Lessee (the “Officials”) in the capacity set forth opposite th eir respective names below and the facsimile signatures below are true and correct as of the date hereof; and

B. The Officials are duly authorized, on beha lf of Lessee, to negotiate, execute (in writing or electronically) and deli ver the Master Equipment Lease/ Purchase Agreement dated as of December 23, 2025 (the “Agreement”) and separate Equipment Schedules rela ting thereto from time to time as provided in the Agreement (collectively, the “Equipment Schedules” ), each by and between Lessee and Banc of America Public Capital Corp (“Lessor”), [the Escrow and Account Control Agreement dated as of _________ by and among Lessor, Lessee and Argent Institutional Trust Company as Escrow Agent, and all documents related thereto and delivered in connection therewith, and any future modification( s) or amendments thereof (collectively, the “Operative Agreements” ), and the Operative Agreements each are the binding and authorized agreements of Lessee, enforceable in all respects in accordance with their respective terms.

Name of Official Title Signature
__________________ _________________ _____________________ __________________ _________________ _____________________ __________________ _________________ _____________________

DATED: ______________________ B Y: ______________________________ NAME: _____________________________
TITLE: ______________________________

(The signer of this Certificate cannot be listed above as authorized to execute the Operative Agreements.)

EXHIBIT C-2B

FORM OF INCUMBENCY AND AUTHORIZATION CERTIFICATE (LEASE) The undersigned, a duly elected or appointed and acting __________________ [Secretary] [City Clerk] [County Clerk] of City of Fullerton, CA (“Lessee”) certifies as follows:

B. The Officials are duly authorized, on beha lf of Lessee, to negotiate, execute (in writing or electronically) and deliver the Equipment Schedule No. ___ dated as of _________(the “ Equipment Schedule”), which incorporates by reference the terms and provisions of the Master Equi pment Lease/Purchase Agreement dated as of December 23, 2025 (the “Agreement”), each by and between Lessee and Banc of America Public Capital Corp (“Lessor”), [the Escrow and Account Cont rol Agreement dated as of _________ by and among Lessor, Lessee, and Argent Institutional Trust Company as Escrow Agent, and all documents related thereto and delivered in connection therewith, and a ny future modification(s) or amendments thereof (collectively, the “Operative Agreements” ), and the Operative Agreements each are the binding and authorized agreements of Lessee, enforceable in all respects in accordance with their respective terms.

D
ATED: ______________________ B Y: ______________________________ NAME: _____________________________
TITLE: ______________________________

(The signer of this Certificate cannot be listed above as authorized to execute the Operative Agreements.)

1 EXHIBIT D

FORM OF OPINION OF COUNSEL TO LESSEE
“RESERVED”

EXHIBIT E

FORM OF FINAL ACCEPTANCE CERTIFICATE

Banc of America Public Capital Corp
11333 McCormick Road
Hunt Valley II
M/C MD5-032-07-05
Hunt Valley, MD 21031
Attention: Contract Administration

Re: Equipment Schedule No. ______, dated ______________, to Master Equipment Lease/Purchase Agreement, dated as of December 23, 2025, by and between Banc of America Public Capital Corp, as Lessor, and the City of Fullerton, CA, as Lessee
Ladies and Gentlemen:

In accordance with the above-referenced Mast er Equipment Lease/Purchase Agreement (the “Agreement”), the undersigned Lessee hereby certifies and represents to, and agrees with, Lessor as follows:

1. Lessee has conducted such inspection and testing of the Equipment listed in the Equipment Schedule as it deems appr opriate, and all of the Equipment has been delivered, installed and is unconditionally accepted for all purposes by Lessee, and title to the Equipment has transferred to Lessee and any security interest of Vendor therein has been released.

2. Lessee is currently maintaining the insurance coverage required by Section 7.02 of the Agreement.

3. Lessee hereby reaffirms that the re presentations, warranties and covenants contained in the Agreement and incorporated into the Equipment Schedule by reference are true and correct as of the date hereof.

4. (a) No event or condition that consti tutes, or with noti ce or lapse of time, or both, would constitute, an Event of Defau lt exists at the date hereof under any Lease currently in effect; (b) no Mate rial Adverse Change has occurred since the date of the execution and delivery of the Agreement; (c ) no Event of Non-appropriation under any Lease currently in effect has occurred or b een threatened; and (d) no Lease has been terminated as the result of the occurrence of an Event of Default or an Event of Non-appropriation.

Capitalized terms used, but not defined, in th is Final Acceptance Certificate shall have the same meanings as when such terms are used in the Agreement.

Date: _________________
LESSEE:
______________________________________
By: ____________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT F

RESERVED

EXHIBIT G

FORM OF NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT
Dated ____________________
BANC OF AMERICA PUBLIC CAPITAL CORP (“Assignor”) hereby gives notice that, as of _________, 20__, it has assigned and sold to _________________________ ( “Assignee”) all of Assignor’s right, title a nd interest in, to and under Equipment Schedule No. ______, dated ____________________ (including the Payment Sc hedule attached thereto, the “Equipment Schedule”), which incorporates by reference the term s and provisions of th at certain Master Equipment Lease/Purchase Agr eement dated as of ____________ (the “Agreement”), each by and between Assignor and ____________________ ( “Lessee”), together with all exhibits, schedules, riders, addenda and attachments relate d thereto, and all cert ifications and other documents delivered in connection therewith, th e Rental Payments and other amounts due under the Lease (as such term is hereinafter defined), a ll of Assignor’s right, title and interest in the Equipment listed in the Equipment Schedule and a ll of Assignor’s right, title and interest in, to and under the Escrow and Account Control Agreement dated as of ____________, 20__ (the “Escrow Agreement” ) by and among Lessee, Assignor and ______________________, as Escrow Agent, together with the Escrow A ccount and other Collateral (collectively, the “Assigned Property”).

For purposes of this Notice and Acknowledgment of Assignment (the “Acknowledgment”), “Lease” means collectively the Equipment Schedule and the terms and provisions of the Agreement incorporated therei n by reference, together with all exhibits, schedules, riders, addenda and attachments relate d thereto, and all cert ifications and other documents delivered in conn ection therewith. The term “Lease” specifically excludes all other Equipment Schedules entered into under the Agr eement and Rental Paymen ts other than with respect to the Equipment Schedule. Each capita lized term used but not defined herein has the meaning set forth in the Agreement.

1. Lessee hereby acknowledges the effect of the assignment of th e Assigned Property and absolutely and unconditionally agrees to deliver to Assignee all Rental Payments and other amounts coming due under the Lease in accordance w ith the terms thereof on and after the date of this Acknowledgment.

2. Lessee hereby agrees that: (i) Assignee sh all have all the rights of Lessor under the Lease and all related documents, including, but not limited to, the rights to issue or receive all notices and reports, to give all consents or agreem ents to modifications thereto, to receive title to the Equipment in accordance with the terms of the L ease, to declare a default and to exercise all rights and remedies thereunder in connec tion with the occurrence of an Event of Non-appropriation or an Event of Default; and (ii) [except as provided in Section 3.03 of the Agreement,] the obligations of Lessee to make Re ntal Payments and to perform and observe the

other covenants and agreements contained in the Lease shall be absolute and unconditional in all events without abatement, diminution, deduction, set-off or defense.

3. Lessee agrees that, as of the date of this Notice and Acknowledgment of Assignment (this “Acknowledgement”), the following information about the Lease is true, accurate and complete:

Number of Rental Payments Remaining ________________
Amount of Each Rental Payment $ _______________
Total Amount of Rental Payments
Remainin
g
$_______________
Frequency of Rental Payments ________________
Next Rental Payment Due ________________
Funds Remaining in Escrow Account $ _______________

4. The Lease remains in full force and e ffect, has not been amended, no Event of Default (or event which with the passage of time or the giving of notice or both would constitute an Event of Default) has occurred thereunder and no Event of Non-appropriation has occurred or is threatened with respect thereto.

5. Assignor hereby acknowledges the transfer restrictions imposed by Section 11.01 of the Agreement and confirms that the assignment to Assignee has been made in accordance with the provisions of that Section.

6. Any inquiries of Lessee re lated to the Lease and any requests for disbursements from the Escrow Account, if applicable, and al l Rental Payments and other amounts coming due pursuant to the Lease on and after the date of this Acknowledgment s hould be remitted to Assignee at the following addre ss (or such other address as pr ovided to Lessee in writing from time to time by Assignee):
______________________________
______________________________
______________________________

ACKNOWLEDGED AND AGREED:

LESSEE: _____________________________
[FOR EXHIBIT PURPOSES ONLY]
By: _________________________________
Name: ___________________________
Title: ____________________________

A
SSIGNOR: BANC OF AMERICA PUBLIC CAPITAL CORP

[F
OR EXHIBIT PURPOSES ONLY]
By: _________________________________
Name: ___________________________
Title: ____________________________

EXHIBIT H

ESCROW AND ACCOUNT CONTROL AGREEMENT

City Council - Successor Agency - Housing AuthorityDecember 2, 2025

City Council - Successor Agency - Housing Authority
December 2, 2025