ATTACHMENT 8 - MASTER LEASE AGREEMENT.docx

ATTACHMENT 8

Commonwealth of Virginia Form of Master Lease Agreement

Appendix C represents the form of the Master Lease Agreement which the Commonwealth would expect the Lessor to sign. Please note any suggestions or additions you would like considered. Any suggestions or additions must be included with the proposal response. The Commonwealth may consider but is not obligated to accept any such suggestions or additions to the Master Lease Agreement.

MASTER LEASE AGREEMENT

This MASTER LEASE AGREEMENT dated as of November 1, 2026, is between _______________________ (each the “Lessor”, as further defined herein), and the Commonwealth of Virginia (the “Commonwealth”) (as Lessee hereunder by and through the Treasury Board acting on behalf of various Agencies of the Commonwealth (the "Lessee").

RECITALS

Whereas, various agencies and institutions (the "Agencies") of the Commonwealth of Virginia desire to enter into arrangements for the lease purchase of various Energy Projects, referred to collectively herein as “Projects”, and

Whereas, lessor desires to provide for the financing of such Projects by entering into this Agreement, NOW, THEREFORE, in consideration of the funds to be paid hereunder and the covenants and agreements contained herein, it is agreed by and between the parties as follows:

ARTICLE 1.

DEFINITIONS

For purposes of this Agreement and in addition to the terms defined elsewhere in this Agreement, the following terms have the meanings given below unless the context clearly requires otherwise:

1.1 Acceptance Certificate: means the certificate substantially in the form of Schedule 1 of the Appendix.

1.2 Acceptance Date: means the date on which an Appendix is express mailed via overnight delivery to the Lessor. The Lessee will not date and mail an Appendix to the Lessor more than fourteen calendar days before the Vendor Payment Date unless mutually agreed to by the Lessor and the Lessee.

1.3 Acquisition Period: means the period commencing upon execution of this Agreement and ending on the earlier of October 31, 2027, or the date when the aggregate amount of equipment leased reaches $40,000,000, unless this Agreement is extended as provided in Section 3.4. All financing requests received and approved by the Lessor during the Acquisition Period up to the limits of this Agreement, although not actually leased during that period, shall be governed by the terms and conditions of this Agreement as if leased during the Acquisition Period.

1.4 Agency: means any agency, institution, board or authority of the Commonwealth of Virginia that receives appropriations from the General Assembly of the Commonwealth.

1.5 Agency Representation Certificate: means the certificate substantially in the form of Schedule 3 of this Appendix.

1.6 Agreement: means this Master Lease Agreement as the same may be amended and supplemented from time to time in accordance with its terms.

1.7 Appendix: means the Acceptance Certificate, the Disbursement Authorization Certificate, the Agency Representation Certificate, and the Payment Schedule Certificate, substantially in the form attached hereto.

1.8 Attorney General: means the Attorney General, Senior Assistant Attorney General or an Assistant Attorney General of the Commonwealth of Virginia.

1.9 Authorized Representative: when used with respect to Lessee means the Treasurer of the Commonwealth of Virginia or other designee of the Treasury Board.

1.10 Business Day: means any day other than a Commonwealth holiday, a Saturday, Sunday or day upon which banks in the Commonwealth of Virginia are authorized or required to be closed.

1.11 Disbursement Authorization Certificate: means the certificate substantially in the form of Schedule 2 of the Appendix.

1.12 Energy Project: means the equipment or services including improvements or retrofits to electrical, lighting and auxiliary systems, heating ventilating and air conditioning systems, building improvements and professional and nonprofessional services relating to the design, installation, training and monitoring of such equipment or systems, all consistent with the Using Agency’s energy efficiency plan developed in accordance with guidelines issued by the Department of Mines, Minerals and Energy and subject to the Lessor’s approval.

1.13 Escrow Agent: means a national banking association duly organized, existing and authorized to accept escrow deposits set out under and by virtue of the laws of the United States of America. The Escrow Agent shall be chosen by the Lessor subject to approval by the Lessee, which approval shall not be unreasonably withheld.

1.14 Escrow Agreement: means a mutually acceptable Agreement between the Lessee, Lessor and the Escrow Agent which sets forth the mutual covenants, agreements, terms and conditions governing the deposit of moneys into an Escrow Fund pursuant to an Escrow Financing.

1.15 Escrow Fee: means the fee to be paid for the services of an Escrow Agent as established in the Escrow Agreement. The Escrow Fee may be paid from escrow earnings.

1.16 Escrow Financing: means the financing of Equipment to be purchased over an extended period of time whereby the Lessor provides, in advance of the acquisition of the Equipment, the total amount needed to purchase the Equipment. Such amount shall be deposited in an Escrow Fund to be held in custody of an Escrow Agent. The Lessor, the Lessee, and the Escrow Agent will enter into a mutually acceptable Escrow Agreement prior to commencement of an Escrow Financing. The Lessee agrees to pay the Escrow Fee as defined herein.

1.17 Escrow Fund: means a special and irrevocable fund to be held in the custody of the Escrow Agent separate and apart from other funds of the Lessor, Lessee or the Escrow Agent.

1.18 Financing Request Certificate: means the certificate substantially in the form attached hereto.

1.19 Index: means: For leases of a twelve-year term, the Index shall be the seven-year Interest Swap Rates on the Refinitiv Swaps Index Screen or published on the report date at market close from the Bloomberg Financial Network two business days immediately preceding the Acceptance Date For leases of a fifteen-year term, the Index shall be the ten-year Interest Swap on the Refinitiv Swaps Index Screen or published on the report date at market close from the Bloomberg Financial Network two business days immediately preceding the Acceptance Date. In the event that the SWAP Rate, which is a Secured Overnight Financing Rate (“SOFR”) based swap index, ceases, (a) to be determined and made available through the Refinitiv Swaps Index Screen or from the Bloomberg Financial Network, (b) to be a representative index for approximating movements in Lessor’s cost of funding fixed-rate transactions, or c) to be the generally accepted swap index in the marketplace, Lessor may, subject to approval by the Lessee, which approval shall not be unreasonably withheld, use a replacement swap index applicable to U.S. Dollar collateralized funding that is generally accepted in the interbank credit marketplace as a comparable substitute for the SOFR-based swap. Any such Index shall not be less than 0.

1.20 Lease Payment: means the payment(s) from an Agency to the Lessor as established in The Payment Schedule Certificate.

1.21 Lessor: means (a) (i) ________________ with respect to the Schedules it executes for Tax-Exempt Leases only and (ii) _______________ with respect to the Schedules it executes for Taxable Leases only or (b) any assignee or transferee of any right, title or interest of Lessor in and to the Equipment under a Lease or any Lease (including Rental Payments and other amounts due thereunder) and any related Escrow Fund pursuant to Section 8.2, but does not include any entity solely by reason of the entity retaining or assuming any obligation of Lessor to perform under a Lease.

1.22 Payment Schedule Certificate: means the certificate substantially in the form of Schedule 4 of the Appendix.

1.23 Percentage Price: means the percentage price by the Lessor which is to be applied to the Index in the calculation of the Lease Payments in the Payment Schedule Certificate. The Percentage Price for all calculations for Tax-Exempt Leases shall be xx%. The Percentage Price for all calculations for Taxable Leases shall be 100%.

1.24 Public Deposit: means moneys held by a public depositor who is charged with the duty to receive or administer such moneys and is acting in an official capacity, such moneys being deposited in any of the following types of accounts: nonnegotiable time deposits, demand deposits, savings deposits, or any other transaction accounts.

1.25 Public Depositor: means the Commonwealth or any county, city, town or other political subdivision thereof, including any commission, institution, committee, board, or officer of the foregoing and any state court.

1.26 Qualified Escrow Agent: means the State Treasurer or any bank or trust company approved by the Treasury Board to hold collateral pledged to secure public deposits.

1.27 Qualified Public Depository: means any national banking association, federal savings and loan association or federal savings bank located in Virginia, any bank, trust company or savings institution organized under Virginia law, or any state bank or savings institution organized under the laws of another state located in Virginia authorized by the Treasury Board to hold public deposits.

1.28 Rate: means the rate of interest charged by the Lessor to the Lessee which is determined by multiplying the Index by the Percentage Price and adding the Spread (if any).

1.29 Rate Adjustment: means any adjustment to the Percentage Price and Spread agreed to between the Lessor and the Lessee in conjunction with an extension pursuant to Section 3.4 of this agreement. The rate adjustment shall be applicable to any Energy Projects not yet funded under the Master Lease Agreement.

1.30 Tax-Exempt Lease: means, a Lease for which the interest component of Rent Payments is excludible from gross income of the owner or owners thereof for federal income tax purposes.

1.31 Tax-Exempt Spread: means the percentage added to the product of the Percentage Price and the Index in calculation of the Lease Payments in the Payment Schedule Certificate. The Spread for leases with a twelve-year term shall be x.xxxx%. The Spread for leases with a fifteen-year term shall be x.xxxx%.

1.32 Taxable Lease: means a Lease that is not a Tax-Exempt Lease.

1.33 Taxable Spread: means the percentage added to the product of the Percentage Price and the Index in calculation of the Lease Payments in the Payment Schedule Certificate. The Spread for leases with a twelve-year term shall be x.xxxx%. The Spread for leases with a fifteen-year term shall be x.xxxx%.

1.34 Transaction Documents: means the Agreement and all attachments and schedules thereto and the Solicitation, Offer and Award.

ARTICLE 2.

PURPOSE

2.1 Lessor reserves the right to reject for financing those items or Projects which the Lessor determines to (i) be non-essential, (ii) have a financing term exceeding the useful life of the Project, or (iii) represent a completion and/or performance risk which is disproportionate to other Projects. Lessor will review the Financing Request Certificate and provide an approval/disapproval within a reasonable period of time, not to exceed ten (10) business days. Lessor shall, upon request of the Lessee, provide written justification for any disapproved financing requests.

2.2 Upon approval of a Financing Request Certificate, Lessor agrees to lease the Project to Lessee upon the execution and delivery by Lessee of an Appendix, and Lessee agrees to lease Project from Lessor for the consideration indicated in an Appendix.

2.3 No payments will be due under this Agreement by Lessor until the Lessor has been provided an Appendix signed by an Authorized Representative of the Commonwealth. No Payments will be due from an Agency to a Lessor until Lessor has made payment to the Vendor, or the Agency, or the Escrow Agent, as applicable.

ARTICLE 3.

TERM

3.1 Notwithstanding the fact that the term of this Agreement is concurrent with the Acquisition Period and any extension thereof under Section 3.4, the provisions of this Agreement shall continue to apply to each Project financed under this Agreement for the period set forth on the original Equipment Schedule unless earlier terminated or prepaid as provided herein.

3.2 A fixed rate of interest will be established on the Acceptance Date for a Project through execution of an Appendix by multiplying the Percentage Price times the Index and then adding the Spread, if any.

3.3 The term of each Appendix entered into pursuant to this Agreement shall be for a period of twelve (12) or fifteen (15) years.

3.4 This Agreement may be extended for an additional two (2) twelve (12) month periods, or the credit limit for up to an additional $20,000,000, or both, upon mutual written agreement between the Lessor and Lessee prior to the end of the original Acquisition Period.

ARTICLE 4.

PAYMENT

4.1 Amount and Times of Payment to Lessor: Lessee agrees to pay Lessor or its assign the Lease Payments set forth in an Appendix in equal monthly, semi-annual or annual payments, or otherwise as set forth below. The initial monthly Lease Payment by the Agency shall be due on the first day of the month that is the second month following the Vendor Payment Date. The initial semi-annual Lease Payment by the Agency shall be due on the first day of the month that is six months after the month following the Vendor Payment Date. Initial monthly or semi-annual Lease Payments shall include accrued interest from the Vendor Payment Date. Interest shall be calculated on a 30/360 basis.

Lease Payments may be made, upon mutual agreement between the Lessor and the Lessee on an annual basis. For annual lease payments, the initial Lease Payment by the Agency shall be made on the first day of the month which is twelve months after the month following the month of the Vendor Payment Date as shown on an Appendix. Accrued interest and regular interest shall be calculated as stated herein.

Invoices shall be submitted by the Lessor directly to the Agency at the Agency Billing Address shown on the Appendix with a payment term of not less than 30 days. All invoices shall show the state, Contract/Agreement number and the federal employer identification number of the Lessor. Lessor may coordinate an alternative payment method (e.g., EDI or other electronic means) with the consent of the Agency.

All payments will be made in accordance with the Virginia Prompt Payment Act. The date of postmark where payment is made by mail, the date of the express mail package where payment is made by express mail, or the date of the transfer where payment is made electronically shall be deemed to be the date of payment by the Agency to the Lessor.

Except as provided in Section 4.4, the Agencies shall be required to make Lease Payments and any other payments required hereunder. Notwithstanding any dispute between Lessee and Lessor or any other person, Agencies shall make all Lease Payments and other payments required hereunder when due and shall not assert any right of set-off or counterclaim against its obligation to make such Lease Payments or other payment required under this Agreement.

4.2 Amount and Times of Payment By Lessor: Payment by Lessor must be made to 1) Agency’s Vendor(s), 2) the Agency, where the Agency has made payment directly to the Vendor, or 3) the Escrow Agent in the case of an Escrow Financing, on or before the Vendor Payment Date as set forth in an Appendix. The amount of payment will be stated in an Appendix.

The date of postmark where payment is made by mail, the date of the express mail package where payment is made by express mail, or the date of the transfer where payment is made electronically shall be deemed to be the date of payment by the Lessor to the Vendor, the Agency, or the Escrow Agent, as applicable. As evidence of payment, Lessor shall return to Lessee immediately upon payment a signed copy of the Disbursement Authorization Certificate.

Lessee shall provide appropriate documentation evidencing an official intent to reimburse for any Appendix where proceeds will be used to reimburse the Agency for a prior expenditure.

In the case of an Escrow Financing, The Parties hereto and an Escrow Agent shall enter into a mutually acceptable Escrow Agreement. Lessee agrees to pay an Escrow Fee as defined herein. The Escrow Fee may be paid from escrow earnings.

4.3 Maximum Payment: Except as provided in Sections 5.3 and 7.2, the total charges paid by an Agency shall not exceed the amount of funds calculated on an Appendix.

4.4 Subject to Appropriation: All funds for Lease Payments are subject to the availability of a legislative appropriation for this purpose. In the event sufficient funds are not appropriated, Lessee will use its best efforts to immediately notify Lessor of such occurrence.

In the event of non-appropriation of funds for any or all of the Projects under this Agreement, the Agreement will terminate on the last day of the fiscal year period for which appropriations have been authorized. Any termination under Section 7.1 will result in the termination of the entire Agreement. Written notice will be provided to the Lessor within thirty days after legislative action is completed.

In the event of a termination of this Agreement for non-appropriation, Lessor shall have the right to repossess the Project and any funds held under any Escrow Agreements without being subject to an action for trespass or conversion or the recovery by the Agency of any sums previously received under this Agreement. The proceeds of any sale or leasing of any Project repossessed pursuant to this Section 4.4 will be applied to the payment of the unpaid balance of the Agencies' obligations under this Agreement.

4.5 Events of Default by Lessee: The occurrence of any of the following events shall constitute an Event of Default by the Lessee under this Agreement:

a) The nonpayment by an Agency of any Lease Payment required hereunder, or the default by the Lessee or an Agency in the performance of any of the obligations, covenants, terms and provisions contained or referred to in this Agreement, which nonpayment or default is not cured within thirty (30) days of the receipt of written notice (certified mail, return receipt requested) thereof from Lessor to Lessee and Agency; provided, however, the termination as described in Article 7 shall not constitute a default hereunder and shall not give rise to any of the remedies hereinafter authorized.

b) Any warranty, representation, or statement of Lessee contained in this Agreement proves to have been false in any material respect when made or furnished.

c) Loss, theft, substantial damage, destruction, sale, or encumbrance of or to any of the Projects, or the making of any levy, seizure or attachment thereof or thereon provided that the Lessee is not taking steps to replace, repair, or remove any encumbrances from such Projects.

4.6 Events of Default by Lessor: The occurrence of any of the following events shall constitute an Event of Default by Lessor under this Agreement:

a) Any warranty, representation, or statement of Lessor contained in this Agreement proves to have been false in any material respect when made or furnished.

a) Institute all remedies available to Lessee as allowed by law.

b) Terminate this Agreement. Such termination shall not affect Lessee’s obligations with respect to any Appendix previously entered into by Lessor and Lessee and pursuant to which any Project shall have been financed by Lessor.

ARTICLE 5.

RESPONSIBILITIES OF LESSEE

5.1 Care and Use of Project: Lessee, at its own expense, shall obtain remedial and preventive maintenance to keep the Project in good operating condition.

5.2 Inspection: Subject to security regulations, Lessee will allow Lessor to enter the premises where the Project is located during normal business hours for the purposes of inspecting the Project and observing whether Lessee is in compliance with its responsibilities.

5.3 Taxes and Licenses: The Commonwealth of Virginia is exempt from Federal excise taxes and from all State and Local taxes. In the event that the Project or any portion thereof shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body, the Commonwealth shall, during the term of this Agreement, pay the amount of all such taxes, assessments and governmental charges then due, subject to the availability of appropriations therefore. The Commonwealth may, at the expense of and in the name of the Commonwealth, in good faith contest any such taxes, assessments and other charges in any reasonable manner which does not adversely affect the right, title and interest of Lessor in and to any Project or its rights or interest under this Lease or subject any portion of any Project to loss or forfeiture, and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest or any appeal therefrom.

5.4 Assignment or Delegation by Lessee: Lessor agrees that Lessee may, upon written notice, assign all or any part of its rights and obligations under this Agreement or in the Project to another agency of the Commonwealth of Virginia, provided such assignment does not affect the current federal tax status and Lessor has consented in writing to such assignment, provided that Lessor's consent shall not be unreasonably withheld.

5.5 Delivery of Related Documents:

a) For any Project, prior to the Vendor Payment Date, Lessee shall provide:

i) A Financing Request Certificate for Lessor's review and approval.

ii) An Appendix in substantially the form shown in Attachment C.

iii) Financing statements or other documents to evidence Lessor's security interest, provided that such statements shall not impose liabilities and/or responsibilities inconsistent with this Agreement.

iv) For Tax-Exempt Leases, a copy of IRS Form 8038-G or 8038-GC; original to Internal Revenue Service.

v) For Tax Exempt Leases, any Appendix requesting payment of an amount equal to or greater than $5,000,000, a signed opinion of nationally recognized bond counsel as to the excludability from gross income for federal income tax purposes of interest components of the Lease Payments due under the related Payment Schedule.

b) For each Project, Lessee shall provide upon written request of the Lessor:

i) Agency's maintenance Contract on the Project, if applicable.

ii) Such other documents at the time of execution as the parties reasonably believe necessary to protect their interests in this Agreement and in the Project, provided that no such document may impose liabilities and/or responsibilities on the Lessor or Lessee inconsistent with this Agreement and no such document is deemed to be incorporated into, nor to amend nor to alter the terms of this Agreement.

c) Upon the settlement date of the Agreement, a Certificate of Counsel.

d) Upon settlement of the Agreement and thereafter as changes occur, Lessee will provide listing of Authorized Representatives to Lessor.

e) Upon settlement date of the Agreement and on the policy renewal date of each year thereafter, Lessee will provide a certificate of insurance or self-insurance to Lessor.

f) Neither the Commonwealth nor any officer or agency of the Commonwealth shall be required to furnish any documents or other assurances for the purpose of enabling or aiding the public sale or offering for limited sale of securities by the Lessor, its assignees or others, including, but not limited to, certificates pertaining to arbitrage or the exemption of interest on such securities from federal, state or local taxation.

5.6 Liability and Property Insurance: During the term of this Agreement, the Lessee agrees to pay for and provide, or to cause to be paid for or provided, the following insurance coverages or self-insurance programs with respect thereto:

a) Insurance in the amount of the full replacement cost of the Project against the risk of any direct physical loss of or damage to the Project. Such insurance shall be in the standard form for such coverage carried by the Commonwealth at the time in use throughout Virginia. The deductible amount shall be the standard deductible amount at the time in use by the Commonwealth throughout Virginia. The proceeds of such insurance coverages shall be applied to the repair or replacement of the Project or the purchase thereof as provided in Section 7.2.

b) Comprehensive general liability insurance against liability for death or bodily injury and for damage to and loss of the use of Project, arising out of the ownership, maintenance or use of the Project, which insurance coverage shall not be circumscribed by any endorsements limiting the breadth of coverage (limited only as may be provided in the standard form for such coverage at the time in use in Virginia). The proceeds of such insurance coverages shall be applied to satisfaction of the liability.

c) Each insurance policy or rider or self-insurance program required by this Agreement shall name Lessor as an additional insured party and /or loss payee. Before the expiration of any such policy or rider or self-insurance program, Lessee shall furnish to the Lessor evidence that the policy has been renewed or replaced by another policy confirming to the provisions hereof.

5.7 Damage to or Destruction of Project: If after delivery of any Project to Lessee all or any part of the Project is lost, stolen, destroyed or damaged beyond repair, Lessee shall as soon as practicable after such event either: (a) replace the same at Lessee's sole cost and expense with Project of equal or greater value to the Project immediately prior to the time of the loss occurrence, such replacement Project to be subject to Lessor's reasonable approval, whereupon such replacement Project shall be substituted in this Agreement and other related documents by appropriate endorsement or amendment; or (b) pay the prepayment price as set forth in Section 7.2 hereof and the applicable Appendix. Lessee shall notify Lessor of which course of action it will take within fifteen (15) days after the loss occurrence. If Lessee fails or refuses to notify Lessor within the required period, Lessor may, at its option, declare the applicable prepayment price as set forth in Section 7.2 hereof of the Appendix to which such Project belongs immediately due and payable, and Lessee shall be obligated to pay the same. The net proceeds of all insurance payable with respect to the Project shall be available to Lessee and shall be used to discharge Lessee's obligation under this Section. Upon payment of the prepayment price as set forth in Section 7.2 hereof with respect to any Appendix, this Agreement shall terminate with respect to such Project and Lessee thereupon shall become entitled to such Project on an AS IS, WHERE IS basis and Lessor makes no warranties or representations of any type as to the Project, except that such Project shall not be subject to any lien or encumbrance created by or arising through Lessor.

ARTICLE 6.

PROJECTS

6.1 Title: Title to the Project on an Appendix shall pass to the Lessee upon acceptance thereof. Title will revert to Lessor upon termination or the occurrence of an Event of Default pursuant to Section 4.5.a through 4.5.c.

6.2 Security Interest: The Lessee grants to Lessor and Lessor retains a purchase money security interest in the Project. Lessee will not change or remove any insignia or lettering which Lessor may place on the Project to indicate its interest therein until all Lease Payments are made. Until all Lease Payments are made or prepayment is complete, Lessee shall keep the Project free from any lien, encumbrance or legal process which would conflict with this security interest.

6.3 Filing: Subject to the provisions of Section 5.5.a.iii, Lessee authorizes Lessor to make Lessor's security interest a matter of public record by filings of any standard documents necessary for that purpose. Lessee agrees to sign or execute such documents to evidence its consent to the filing. Lessee will provide sixty (60) days’ written notice to Lessor that the Project is being relocated to insure that Lessor may perfect additional filings as necessary.

6.4 Personal Property: The Project shall remain personal property of the Lessee and shall not be deemed to have become real property regardless of the manner in which it is affixed to real property.

6.5 Alterations, Additions, Attachments: Lessor hereby agrees to allow the Lessee to add and attach to the Project such additional Project, facilities or fixtures as the Lessee may subsequently acquire (exclusive of repair, service replacement parts, which do not constitute new Projects, etc.) notwithstanding the form of financing that the Lessee might use, which additional Projects, facilities or fixtures shall not be a part of or subject to this Agreement, unless by express written amendment.

ARTICLE 7.

TERMINATION

7.1 Termination: This Agreement shall remain in force for the periods set forth in each Appendix, provided, however, the Lessee, through its Authorized Representative, may terminate any Appendix at the end of any biennium, upon thirty (30) days’ notice subsequent to learning that funds authorized or appropriated to the applicable Agency have been terminated and the Agency is not otherwise able to meet its obligations hereunder.

7.2 Prepayment: Lessee shall have the right, exercisable as of any date following the execution of an Appendix, to prepay an Appendix at the following prepayment prices, expressed as a percentage of the principal amount outstanding, plus accrued interest to the prepayment date:

7.3 Lessee's Rights on Prepayment or Payment in Full: Upon (1) Lessee's exercise of its right of prepayment in accordance with the preceding subsection or (2) Lessee's having satisfied all of its monetary and other obligations hereunder, Lessor shall deliver to Lessee all documents necessary to evidence the termination of Lessor's interest in the Equipment and to confirm the Project is free and clear of any claim or lien arising through Lessor. The Project will be accepted by Lessee at that time on an AS IS, WHERE IS basis and Lessor makes no warranties or representations of any type as to the Project.

ARTICLE 8.

ASSIGNMENT BY LESSOR

The Lessor may assign the payment obligations of an Agency pursuant to an Appendix to an investor provided that the payments by the Agency will continue to be made to the Lessor. Lessor shall, as agent for Lessee, keep a record of all such assignments in compliance with section 149(a) of the Internal Revenue Code of 1986, as amended.

ARTICLE 9.

WARRANTIES AND REPRESENTATIONS

9.1 Warranties and Representations of Lessee: The Lessee represents and warrants to the Lessor and, so long as this Agreement is in effect or any part of Lessee's obligations to the Lessor remain unfulfilled, shall continue to warrant at all times, that:

a) Lessee is duly organized and validly existing and has the power and authority to enter into the Transaction Documents to which it is a party and to carry out the terms thereof.

b) This Agreement and all other Transaction Documents and the performance of Lessee's obligations thereunder have been duly and validly authorized and approved under all laws and regulations and procedures applicable to Lessee, the consent of all necessary persons or bodies has been obtained and all of the Transaction Documents executed by Lessee have been duly and validly executed and delivered by Authorized Representatives and constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their respective terms.

9.2 Warranties and Representations of Lessor: Lessor represents and warrants to Lessee and, so long as this Agreement is in effect or any part of Lessor's obligations to Lessee remain unfulfilled, shall continue to warrant at all times that:

a) Lessor is a corporation or other entity in good standing under the laws of the Commonwealth of Virginia and has the power and authority to enter into the Transaction Documents to which it is a party and to carry out the terms thereof.

b) The Transaction Documents executed by Lessor have been duly authorized, approved, executed and delivered by its authorized representatives and constitute legal, valid and binding obligations of Lessor enforceable against Lessor in accordance with their respective terms.

ARTICLE 10.

GENERAL

10.1 Waiver: No delay or omission by either party in exercising any right in any of the Transaction Documents shall operate as a waiver of that or any other right and no single or partial exercise of any right shall preclude either party from any or further exercise of any right or remedy.

10.2 Heading: All section headings contained herein are for clarification and convenience of reference only and are not intended to limit the scope of any provisions of this Agreement.

10.3 Severability: In the event any portion of this Agreement shall be finally determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be stricken and this Agreement, as modified, shall continue in full force and effect.

10.4 Governing Laws: This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia without regard to the conflict of laws rules of any state.

10.5 Implementation: This Agreement shall be implemented by its execution or execution of Appendices hereto. For purposes of construing a transaction as an integrated contract and for the purposes of the provisions of Article 8, the following shall be considered a single transaction or legal binding agreement:

a) The Agreement, which provides basic terms and conditions.

b) An executed Appendix, which provides for the description of the Project to be purchased, the payments from Lessee to Lessor for the purchase of such Project and the prepayment amounts.

10.6 Amendment: Neither this Agreement nor any of the Transaction Documents may be amended unless the same be in writing, signed by the parties hereto, and approved by the Office of the Attorney General.

10.7 Contractual Records: All contractual books, records and other documents related to matters under this Agreement shall be made available by Lessor to Lessee and its designated agents for a period of five (5) years after final payment for purposes of audit and examination.

10.8 No Waiver: Nothing contained in this Agreement shall be deemed or be construed to be an express or implied waiver of the sovereign immunity of the Commonwealth of Virginia or a pledge of the full faith and credit of the Commonwealth.

10.9 Disputes: Any dispute, claim or cause of action filed by Lessor (or any party making such claim on behalf of or under the rights of Lessor, his agents or any subcontractor) shall be governed by §11-69, 11-70, 11-71, Code of Virginia (1950), as amended, and any period of limitation set forth therein.

10.10 Entire Agreement: This Agreement and the Solicitation, Offer and Award, which are incorporated herein by reference, and the Appendices as may be hereafter executed, constitute the entire Agreement between the parties hereto. All prior negotiations, representations and additional or inconsistent oral or written statements are superseded, null and void. Should there be any contradictions in terms between this Agreement and the Solicitation, Offer and Award (which is incorporated herein), the terms of the Agreement control.

10.11 Counterparts: This Agreement may be executed in several counterparts, each of which shall be an original, and all of which together shall constitute but one and the same instrument.

ARTICLE 11.

DISCLAIMER OF WARRANTIES

11.1 LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, RELATING TO THE EQUIPMENT; AND LESSOR HAS EXPRESSLY MADE NO WARRANTY AS TO THE VALUE, DESIGN, CONDITION, MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT.

11.2 Lessor shall not be liable to the Lessee for any liability, loss or damage caused or alleged to be caused, directly or indirectly, by the Project or by any inadequacies thereof or deficiency or defect therein, or by any incident whatsoever in connection therewith. The Lessee shall be entitled to the benefit of any applicable manufacturer's warranties. Lessor agrees to execute and deliver such further instrument as may be necessary, in the reasonable opinion of the Lessee, to enable it to enforce such warranties and obtain the warranties and service furnished for the Project by the manufacturer.

ARTICLE 12.

SIGNATURES

12.1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

(Signature) (Signature)

(Printed Name) (Printed Name)

(Title) (Title)

(Date) (Date)

TAXABLE LESSOR NAME

(Signature)

(Printed Name)

(Title)

(Date)

Commonwealth of Virginia Form of Acceptance Certificate

Appendix D represents the form of the Acceptance Certificate. Please note any suggestions or additions you would like considered. Any suggestions or additions must be included with the proposal response. The Commonwealth may consider but is not obligated to accept any such suggestions or additions to the Acceptance Certificate.

APPENDIX NO.____________

ACCEPTANCE CERTIFICATE

(Schedule 1)

[Contract No. CTRXXXX]

The Commonwealth of Virginia, acting by and through __________________________ the (Agency) hereby accepts for purposes of the Master Lease Agreement dated November 1, 2026 (the Agreement) by and between ______________________________ and the Commonwealth of Virginia, the Project described below, evidencing acceptance pursuant to the Agreement. Pursuant to the Agreement, the undersigned Agency hereby certifies that the Project described below (i) has been delivered to the Agency and installed at ___________________________________________________________ (ii) has been fully and finally accepted by the Agency and (iii) has been found by the Agency to be in good working order. (All capitalized terms in this Appendix have the meanings set forth in the Agreement.)

(Agency Head or Designee)

By: _________________________ By: ____________________________

_____________________________ ______________________________ (Title) (Title)

Dated: _______________________ Dated: _________________________

APPENDIX NO.______________

DISBURSEMENT AUTHORIZATION CERTIFICATE

(Schedule 2)

[Contract No. CTRXXXX]

In accordance with the terms of the Agreement dated as of November 1, 2026 by and between _____________________________________and the Commonwealth of Virginia by and through the Treasury Board acting on behalf of the Commonwealth, the Commonwealth hereby submits this Disbursement Authorization Certificate to request a disbursement under the Agreement for certain Project shown on Schedule 1 of this Appendix. The Commonwealth represents and warrants for all purposes of this Certificate that:

1. The amount of the disbursement pursuant to this Certificate is $______________. Such disbursement is to be made on or before _____________________ (the "Vendor Payment Date").

____________________________________ (name)

____________________________________ (tel.no.)

3. Attached hereto is a copy of an executed UCC-1 form or other appropriate financing statement, in proper form for filing, evidencing the Lessor's security interest in the Equipment/Project with respect to the disbursement under this Certificate.

4. Attached hereto are vendor invoices (or proof of payment in the case of a reimbursement, or an Escrow Agreement in the case of an Escrow Financing) substantiating this disbursement authorization.

(Agency Head or Designee)

By: _____________________________ By: __________________________ (Signature) (Signature)

Dated: __________________________ Dated: _______________________

APPENDIX NO.______________

DISBURSEMENT AUTHORIZATION CERTIFICATE

(Schedule 2 Continued)

[Contract No. CTRXXXX]

5. Lessor hereby certifies that the payment to (the vendor, the Agency in the case of reimbursement or the Escrow Agent in the case of an Escrow Financing) was made on ___________________________ and payments shall begin to be made to the Lessor on _______________________ at the following address pursuant to Schedule 4 of this Appendix.

(LESSOR)

Dated: _______________________

APPENDIX NO: ________________

AGENCY REPRESENTATION CERTIFICATE

(Schedule 3)

[Contract No. CTRXXXX]

_______________________________ (the Agency) represents and warrants to the Lessor and the Lessee that:

8. The Energy Project is personal property, has a useful life greater than or equal to the term on an Appendix and will be used for essential governmental purposes.

9. The estimated total…