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EXHIBIT B-2

AUTHORIZED LESSOR REPRESENTATIVES
FOR ESCROW AGREEMENT

Name/Title /Telephone/Email

Jonathan A. Lewis
Name
President
Title
631-531-2824
Telephone #
Jonathan.lewis@capitalone.com

Email Address

Name/Title /Telephone/Email

Drew Scrivener
Name
Senior Vice President
Title
631-776-3844
Telephone #
Drew.scrivener@capitalone.com

Email Address

Name/Title /Telephone/Email

Catherine DeLuca
Name
Vice Preside nt
Title
631-531-2802
Telephone #
Catherine.deluca@capitalone.com

Email Address

Name/Title /Telephone/Email

Pauline Stochla
Name
Senior Associate
Title
631-776-3848
Telephone #
Pauline.stochla@capitalone.com

Email Address

Specimen Signature

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Specimen Signature

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The Escrow Agent is authorized to comply with and rely upon any notices, instructions or other
communications be lieved by it to have been sent or given by the person or persons identified above,
including without limitation, to initiate and verify funds transfers as indicated.

CAPITAL ONE PUBLIC FUNDING, LLC

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Name: Ma#vann Santos

Title:

Senior Vice President

FEDERAL TAX AGREEMENT

THIS FEDERAL TAX AGREEMENT (the “Tax Agreement”), is executed as of October
20, 2020, by the City of Nashua, New Hampshire (the “Issuer”) and Nashua School District (the
“District”), for the benefit of Capital One Public Funding, LLC andits successors and assigns
(the “Lender”’), and any firm of attorneys rendering an opinion on the exclusion from gross
income for federal income tax purposes of the interest portion of rental payments payable
under the Lease Agreement (defined below).

RECITALS

1. This Tax Agreement is being executed and deliveredin connection with that
certain Equipment Lease Purchase Agreement dated as of October 20, 2020 (the “Lease
Agreement”), enteredinto by and between the City of Nashua, New Hampshire, on behalf of
Nashua School District, as lessee, and Municipal Leasing Consultants, LLC, as lessor (the
“Lessor”).

2. The Internal Revenue Code of 1986, as amended, and the applicable Regulations
(as defined herein), impose certain limitations on the uses andinvestment of the Lease
Proceeds (as defined herein) and of certain other money relating to the Lease Agreement, and
set forth the conditions under which the interest portion of rental payments payable under the
Lease Agreement will be excluded from gross income for federal income tax purposes.

3. The Issuer and the District are executing this Tax Agreement in order to set
forth certain facts, covenants, representations, and expectations relating to the use of the
Lease Proceeds and the property financed or refinanced with those proceeds and the
investment of the Lease Proceeds and of certain other related money, in order to establish and
maintain the exclusion of the interest portion of rental payments payable under the Lease
Agreement from gross income for federal income tax purposes, and to provide guidance for
complying with the arbitrage rebate provisions of Code § 148(f).

4. This Tax Agreement is being entered into for the purpose of setting forth general
proce dures for the Issuer and the District to continuously monitor and comply with the federal
income tax requirements set forth in the Code and the Regulations.

NOW , THEREFORE, in consideration of the foregoing and the mutual representations,
covenants and agreements set forth in this Tax Agreement, the Issuer and the District
represent, covenant and agree as follows:

Section 1. Definitions of Words and Terms. Except as otherwise providedin this
Tax Agreement or unless the context otherwise requires, capitalized words and terms used in
this Tax Agreement have the same meanings as set forthin the Lease Agreement, and certain
other words and phrases have the meanings assigned in Code §§ 103, 141-150 and the
Regulations. The following words and terms used in this Tax Agreement have the following
meanings:

“Annual Compliance Checklist’ means a checklist for the Project designed to measure
compliance with the requirements of this Tax Agreement after the Closing Date substantially in
the form attached as Exhibit D.

“Benefitted Facilities” or “Benefitted Facility” means, as the context requires, all or
any of the District’s buildings and facilities benefitted from the energy conservation
improvements, comprising the Financed Assets as further described on Exhibit C to this Tax
Agreement. The Benefitted Facilities are expected to include the buildings and facilities set
forth on Exhibit C to this Tax Agreement.

“Closing Date” means October 20, 2020.
“Code” means the Internal Revenue Code of 1986, as amended.

“Compliance Officer” means the _ __ or its designee.

“Financed Assets” and “Financed Asset” means, as the context requires, all or any
portion of the Project financed with proceeds of the Lease Agreement, as described on Exhibit
C hereto.

“Investment” means any security, obligation, annuity contract or other
investment-type property that is purchased directly with, or otherwise allocated to, Lease
Proceeds. This term doesnot include a tax-exempt bond, except for “specified private activity
bonds” as definedin Code § 57(a)(5)(C), but it does include the investment element of most
interest rate caps.

“TRS” means the Internal Revenue Service.

“Lease Agreement” means the Equipment Lease Purchase Agreement dated as of
October 20, 2020, between the City of Nashua, New Hampshire, on behalf of Nashua School
District, as lessee, and the Lessor, as lessor, as amended from time to time.

“Lease Proceeds” means the gross proceeds of the Lease Agreement, which include (a)
sale proceeds (any amounts actually or constructively received by the Issuer or the District
from the execution and delivery of the Lease Agreement, including amounts used to pay a
discount or fees to the Lessor, but excluding pre-issuance accrued interest), (b) any amounts
received from investing sale proceeds or transferred proceeds or other investment proceeds, (c)
any amounts held in a sinking fund for the Lease Agreement, (d) any amounts heldina
pledged fund or reserve fund for the Lease Agreement, (e) any other replacement proceeds, and
(f) any transferred proceeds.

“Management Agreement” means a legal agreement defined in Regulations § 1.141-3(b)
as a management, service, or incentive payment contract with an entity that provides services
involving all or a portion of any function of a Financed Asset or a Benefitted Facility, such asa
contract to manage all or any portion of the Financed Assets or the Benefitted Facilities.
However, contracts for services that are solely incidental to the primary governmental function of
a Financed Asset or a Benefitted Facility (for example, contracts for janitorial, office equipment
repair, billing or similar services); however, are not treated as Management Agreements.

“Measurement Period” means, with respect to the Financed Assets, the period
be ginning on the later of (i) the Closing Date or (ii) the date the property is placedin service and
ending on the earlier of (A) the final maturity date of the Lease Agreement or (B) the expected
economic useful life of the property.

“Non-Qualified Use” generally means any use of a Financed Asset or a Benefitted
Facility in a trade or business carried on by any Non-Qualified User that is different in form or
substance to the use made of a Financed Asset or a Benefitted Facility by any other member of
the general public. Generally, ownership, a lease agreement or any other use that provides a
Non-Qualified User a special legal right or entitlement to use a Financed Asset or a Benefitted
Facility will constitute Non-Qualified Use.

“Non-Qualified User” means any person or entity other than the Issuer or the District.

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Page 4

“Opinion of Special Tax Counsel” means the written opinion of Special Tax Counsel
addressed to the Lender to the effect that the proposed action or the failure to act will not
adversely affect the exclusion of the interest portion of rental payments under the Lease
Agreement from gross income for federal income tax purposes or an opinion describing
additions, modifications or additional proce dures required to preserve the interest portion of
rental payments under the Lease Agreement from gross income for federal income tax
purposes.

“Post-Issuance Tax Requirements” means those requirements related to the use of
Lease Proceeds, the use of the Financed Assets and Benefitted Facilities, andthe investment of
Lease Proceeds after the Closing Date.

“Project” meansall of the property acquired, installed, constructed, and equipped by
the District using Lease Proceeds [**and other money contributed by the Issuer or the
District**].

“Qualified Use Agreement” means any of the following:

(1) A lease or other short-term use by members of the general public who use
the Project on a short-term basis in the ordinary course of the Issuer’s or the District’s
governmental purposes.

(2) Agreements with Qualified Users or Non-Qualified Users to use allora
portion of the Project for a period up to 200 days in length pursuant to an arrangement
whereby (a) the use of the Project under the same or similar arrangements is
predominantly by natural persons who are not engaged in a trade or business and (b) the
com pensation for the use is determined based on generally applicable, fair market value
rates that are in effect at the time the agreement is entered into or renewed. Any Qualified
User or Non-Qualified User using all or any portion of the Project under this type of
arrangement may have a right of first refusal to renew the agreement atrates generally in
effect at the time of the renewal.

(3) Agreements with Qualified Users or Non-Qualified Users to use all ora
portion of the Project for a period up to 100 days in length pursuant to arrangements
whereby (a) the use of the property by the person would be general public use but for the
fact that generally applicable and uniformly applied rates are not reasonably available to
natural persons not engaged in a trade or business, (b) the compensation for the use
under the arrangement is de termined based on applicable, fair market value rates that are
in effect at the time the agreement is entered into or renewed, and (c) the Project was not
constructed for a principal purpose of providing the property for use by that Qualified User
or Non-Qualified User. Any Qualified User or Non-Qualified User using all or any portion of
the Project under this type of arrangement may have a right of first refusal to renew the
agreement at rates generally in effect at the time of the renewal.

(4) Agreements with Qualified Users or Non-Qualified Users to use all ora
portion of the Project for a period up to 50 days in length pursuant to a negotiated
arm’s-length arrangement at fair market value so long as the Project was not constructed
for a principal purpose of providing the property for use by that person.

“Regulations” means United States Treasury Regulations governing obligations the
interest on which is excluded from grossincome for federal income tax purposes under Code §§
103 and 141-150.

“Special Tax Counsel” means Gilmore & Bell, P.C., Kansas City, Missouri, or other
nationally recognized firm of bond counsel acceptable to the Lender.

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“State” means the State of New Hampshire.

“Tax Compliance File” means documents and records for the Lease Agreement
maintained by the Compliance Officer pursuant to this Tax Agreement.

“Yield” means the yield on the Lease Agreement, com puted under Regulations § 1.148-
4, and yield on an Investment, computed under Regulations § 1.148-5.

Section 2. Purpose of the Lease Agreement; Reimbursement; Use of Lease
Proceeds.

(a) Purpose. The Lease Agreement is being executed and delivered for the purpose
of paying (i) costs of the Project, and (ii) if requested by the Issuer and approved by the Lender,
certain costs of issuance in connection with the execution and delivery of the Lease Agreement.

(b) Reimbursement. Reimbursement from proceeds of the Lease Agreement of
expenditures paid prior to the Closing Date will satisfy the requirements of Regulations
§ 1.150-2. The list of expenditures to be reimbursed, if any, are set forth on Exhibit C.

(c) Use of Lease Proceeds. On the Closing Date, all proceeds of the Lease Agreement
in the amount of $6,671,814 are expected to be depositedin the Escrow Fund and used to pay
(i) costs of the Financed Assets, and (ii) ifrequired by the Issuer and approved by the Lender,
certain costs of issuance in connection with the Lease Agreement.

Section 3. Project Completion. The District has incurred, or will incur within 6
months after the Closing Date, a substantial binding obligation to a third party to spend at
least 5% of the Lease Proceeds on the Financed Assets. The completion of the Financed Assets
andthe allocation of the Lease Proceeds to expenditures will proceed with due diligence. At
least 85% of the proceeds of the Lease Agreement will be allocated to expenditures on the
Financed Assets within 3 years after the Closing Date.

Section 4. Funds or Accounts. The Escrow Fund has been established under the
Escrow Agreement with the Escrow Agent. Amounts heldin the Escrow Fund will be used to
pay a portion of the costs of the Project. No other funds or accounts have been established for
the Lease Agreement to hold Lease Proceeds or other money that will be used to make rental
payments under the Lease Agreement.

Section 5. Rebate and Yield Restriction.

(a) Lender Certification— Issue Price. The Lender hasrepresentedin the Certificate
of Lender, dated as of the Closing Date and attached hereto as Exhibit E, that it has acquired
the Lease Agreement from Lessor, pursuant to Regulations § 1.148-1(f}(2)(i) (relating to the so-
called “private placementrule”, forthe amountof$___——————s(thee “Issue Price”), and intends
to hold the Lease Agreement for its own account with no current intent to sell, assign or
transfer the Lease Agreement.

(b) Lease Agreement Yield. Based on the Issue Price, Special Tax Counsel has
determined that the Yield on the Lease Agreementis___—%._ The amortization schedule and
calculation of the Yield on the Lease Agreementis attached to this Tax Agreement as Exhibit A
Neither the Issuer nor the District has entered into an interest rate swap agreement with
respect to any portion of Lease Proceeds.

(c) Lease Agreement Subject to the Rebate Requirement. The Lease Agreement is
subject to the arbitrage rebate requirements of Code § 148(f). Pursuant to the Escrow

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Agreement, investment of the Lease Agreement Proceeds is limited to placement in an interest-
bearing demand deposit account. If the Yield on investments of the Escrow Fund exceeds
____%, or if the Issuer or the District establishes any sinking or reserve fund for the Lease
Agreement, then the Issuer will contact Special Tax Counsel to seek advice regarding the need
to calculate and pay arbitrage rebate.

Section 6. Use of Financed Assets and Benefitted Facilities.

(a) General. The Project will be owned by the District throughout the Measurement Period.
Except as otherwise described in this Section 6, no portion of the buildings and facilities
com prising the Project is expected to be usedin a Non-Qualified Use during the Measurement
Period. Unless the Issuer and the District obtains an Opinion of Special Tax Counsel, neither
the Issuer nor the District will use, or permit the use of, the buildings and facilities comprising
the Project in any other Non-Qualified Use.

(b) Agreements. As of the Closing Date, neither the District nor the Issuer has any
agreements with Non-Qualified Users that relate to the management or operation of any
portion ofthe buildings and facilities comprising the Project. During the Measurement Period,
neither the Issuer nor the District will enter into or renew any agreement with any Non-
Qualified User with respect to the management or operation of any portion of the buildings and
facilities com prising the Project without first obtaining an Opinion of Special Tax Counsel.

(c) Leases. Except as otherwise describedin this subsection (c), as of the Closing
Date, neither the Issuer nor the District has any leases with Non-Qualified Users with respect
to the buildings and facilities comprising the Project. During the Measurement Period, neither
the Issuer nor the District will enter into or renew any other leases with any Non-Qualified
Users, other than Qualified Use Agreements, with respect to the buildings and facilities
comprising the Project without first obtaining an Opinion of Special Tax Counsel.

(d) Written Policies and Procedures. The Issuer andthe District intend for this Tax
Agreement to be its primary written policies and procedures for monitoring com pliance with the
Post-Issuance Tax Re quirements for the Lease Agreement and to supplement any other formal

policies and procedures related to the Post-Issuance Tax Requirements that have been
established.

(e) Compliance Officer. The Issuer or the District, when necessary to fulfill the Post-
Issuance Tax Requirements, will, through the Compliance Officer, sign Form 8038-T in
connection with the payment of arbitrage rebate or Yield reduction payments, participate in
any federalincome tax audit of the Lease Agreement or related proceedings under a voluntary
compliance agreement procedures (VCAP) or undertake a remedial action procedure pursuant
to Regulations § 1.141-12.

(f) Annual Compliance Checklist. Attached as Exhibit D is a form of Annual
Compliance Checklist for the Lease Agreement. The Compliance Officer will prepare and
comple te an Annual Compliance Checklist for the Financed Assets and Benefitted Facilities at
least annually. In the event the Annual Compliance Checklist identifies a deficiency in
compliance with the requirements of this Tax Agreement, the Compliance Officer will obtain an
Opinion of Special Tax Counsel and take actions to correct any deficiency.

Section 7. Recordkeeping. The Compliance Officer will maintain the Tax
Compliance File for the Lease Agreement in accordance with this Tax Agreement. Unless
otherwise spe cifically instructedin a written Opinion of Special Tax Counsel or to the extent
otherwise providedin this Tax Agreement, the Compliance Officer shall retain records related
to the Post-Issuance Tax Re quirements until 3 years following the final maturity of (i) the Lease
Agreement or (ii) any obligation issued to refund the Lease Agreement. Any records maintained

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electronically must comply with Section 4.01 of Revenue Procedure 97-22, which generally
provides that an electronic storage system must (1) ensure an accurate and complete transfer
of the hardcopy records which indexes, stores, preserves, retrieves and reproduces the
electronic records, (2) include reasonable controls to ensure integrity, accuracy and reliability
of the electronic storage system and to prevent unauthorized alteration or deterioration of
electronic records, (3) exhibit a high degree of legibility andreadability both electronically and
in hardcopy, (4) provide support for other books and records of the District, and (5) not be
subject to any agreement that would limit the ability of the IRS to access and use the electronic
storage system on the District’s premises.

Section 8. Miscellaneous

(a) Form 8038-G. A copy of the completed and fully executed IRS Form 8038-G
(Information Return for Tax-Exempt Governmental Obligations) is attached to this Tax
Agreement as Exhibit B. The Form 8038-G was prepared by Special Tax Counsel based on
representations and covenants by the Issuer and the District containedin this Tax Agreement
or otherwise made by the Issuer andthe District. The information contained on Form 8038-G
is true, complete and correct to the knowledge of the undersigned, and the undersigned is
authorized to sign the Form 8038-G on behalf of the Issuer and deliver it to Special Tax
Counsel for filing with the IRS.

(b) Single Issue. No other debt obligations ofthe Issuer: (1) are being sold within
15 days of the execution and delivery of the Lease Agreement, (2) are being sold under the
same plan of financing as the Lease Agreement, and (3) are expected to be paid from
substantially the same source of funds as the Lease Agreement (disregarding guarantees from
unrelated parties, such as bond insurance).

(c) Bank Qualification. TheIssuer has not designated the Lease Agreement asa
“qualified tax-exempt obligation” under Code § 265(b)(3).

(d) No Federal Guaranty. The payment of rental payments under the Lease
Agreement are not, and neither the Issuer nor the District will permit the payment of rental
payments under the Lease Agreement to be, directly or indirectly guaranteed by the United
States of America or any agency thereof.

(e) Hedge Bonds. The Issuer and the District reasonably expect that at least 85% of
the net sale proceeds (the sale proceeds of the Lease Agreement less any sale proceeds invested
in areserve fund) of the Lease Agreement will be used to carry out the governmental purpose of
the Lease Agreement within 3 years after the Closing Date, and not more than 50% of the
proceeds of the Lease Agreement will be investedin Investments having a substantially
guaranteed Yield for 4 years or more.

(f) Registration Requirement; Record Owner. The Issuer will maintain or cause to be
maintained a record of the owner(s) of the Lease Agreement and the person/entity entitled to
the receipt of the interest portions of rental payments under the Lease Agreement. Transfer of
ownership of the Lease Agreement is effective only if enteredin these records. The Agreement
will be heldin registered form within the meaning of Code § 149(a).

(g) Reliance. The Issuer andthe District understand that their certifications will be
relied upon by the law firm of Gilmore & Bell, P.C., in rendering its opinion as to the validity of
the Lease Agreement andthe exclusion from federal gross income of the interest portion of
payments payable by the Issuer under the Lease Agreement.

(h) Enforceability. If any provision in this Tax Agreement or in the Lease Agreement
is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions will not be affected or impaired.

(i) Electronic Transactions. The transaction described in this Tax Agreement may
be conducted, andrelated documents may be sent, received and stored, by electronic means.

[Signature page follows. ]

IN WITNESS WHEREOF, the undersigned, by execution of this Tax Agreement, here by
makes the foregoing certifications, representations, and agreements contained in this Tax
Agreement on behalf of the Issuer and the District.

CITY OF NASHUA, NEW HAMPSHIRE

By:
Name:
Title: Mayor

NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: ChiefOperating Officer