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Superior Court for the Southern Judicial District of Hillsborough County or the New Hampshire 9th
Circuit Court situatedin Nashua and not elsewhere.

Section 46. Electronic Transactions. The parties agree that the transaction described herein may be
conducted andrelated documents may be stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be authentic
andvalid counterparts of such original documents for all purposes, including the filing of any claim,
action or suit in the appropriate court of law.

Section 47. Lessee’s Notice Filings Related to this Agreement for SEC Rule 15c2-12. In
connection with Lessee’s compliance with any continuing disclosure undertakings (each, a “Continuing
Disclosure Agreement’) enteredinto by Lessee on and after February 27, 2019, pursuant to SEC Rule
15c2-12 promulgated pursuant to the Securities and Exchange Act of 1934, as amended (the “Rule”),
Lessor acknowledges that Lessee may be required to file with the Municipal Securities Rulemaking
Board’s Electronic Municipal Market Access system, or its successor (“EMMA”), notice that Lessee has
incurred obligations under this Agreement and notice of certain subsequent events reflecting financial
difficulties in connection with this Agreement. Lessee agrees that it shall not file or submit, or permit to
be filed or submitted, with EMMA any documentation that includes the following unredacted sensitive
or confidential information about Lessor or its affiliates: address and account information of Lessor or
its affiliate, e-mail addresses, telephone numbers, fax numbers, names and signatures of officers,
employees and signatories of Lessor or its affiliates, or any account information for any related escrow
agreement, unless otherwise required for com pliance with the Rule or otherwise required by law. Lessee
acknowledges that Lessor is not responsible for Lessee’s com pliance or noncompliance with the Rule or
any Continuing Disclosure Agreement.

[Signature page follows. ]

-12-

IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their corporate
names by their duly authorized officers as of the date first above written.

MUNICIPAL LEASING CONSULTANTS, LLC

By:
Name:

Title:

Address: 7 Old Town Lane, Grand Isle, VT 05458

CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF
OF NASHUA SCHOOL DISTRICT

By:
Name:

Title: Mayor

Address: 229 Main Street, Nashua, NH 03060

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan

Title: Chief Operating Officer

Address: 141 Ledge Street, Nashua, NH 03060

CERTIFICATION

I, the undersigned, do hereby certify (i) that the officer of Lessee who executed the foregoing Agreement on
be half of Lessee and whose genuine signature appears thereon, is the duly qualified and acting officer of
Lessee as stated beneath his or her signature and has been authorized to execute the foregoing Agreement
on behalf of Lessee, and (ii) that the fiscal year of Lessee is from July 1 to June 30.

DATED: October 20, 2020.
By:

Name:
Title: City Clerk

-13-

EXHIBIT A TO EQUIPMENT LEASE PURCHASE AGREEMENT

EQUIPMENT SCHEDULE

Equipment Description:

The Equipment consists of all equipment acquired andinstalledin connection with the energy savings
improvements described in the Energy Performance Contract dated_____ _, 2020, between Nashua
School District and Energy Efficient Investments, Inc., as describedin and at the locations listed therein,
together with all replacements, substitutions, repairs, restorations, modifications, attachments,
accessions, additions and improvements thereof or thereto and all insurance and/or proceeds therefrom.
See also “Schedule 1 - Scope of Work” attached hereto for a further description of the Equipment.
[Scope of Work from Energy Performance Contract to be attached.]

Equipment Location:
The Equipment will be located at the following facilities:

Nashua High School
8 Titan Way
Nashua, NH 03063

Nashua South High School
36 Riverside Street
Nashua, NH 03062

Vendor:
Energy Efficient Investments, Inc., 19 D Star Drive, Merrimack, NH 03054

This Equipment Schedule shall be deemed to be supplemented by the descriptions of the Equipment
included in the Certificate of Acceptance and Payment Requests submitted to Lessor for approval
pursuant to the Escrow Agreement dated as of October 20, 2020, among Lessor, Lessee and TMI Trust
Company, as escrow agent, which descriptions shall be deemed to be incorporated herein.

EXHIBIT B TO EQUIPMENT LEASE PURCHASE AGREEMENT

PAYMENT SCHEDULE
Principal Amount: $6,671,814
Interest Rate: 3.15%
Rental Payments will be made in accordance with Section 9 and this Payment Schedule.

Rental Total Interest Principal Purchase
Payment Date Rental Payment Portion Portion Price *
10/20/2021 $454,692.94 $210,162.14 $244,530.80 $6,684,374.53
10/20/2022 454,692.94 202,459.42 252,233.52 6,422,051.67
10/20/2023 454,692.94 194,514.06 260,178.88 6,151,465.63
10/20/2024 454,692.94 186,318.43 268,374.51 5,872,356. 14
10/20/2025 454,692.94 177,864.63 276,828.31 5,584,454.70
10/20/2026 454,692.94 169,144.54 285,548.40 5,236,643.17
10/20/2027 454,692.94 160,149.77 294,543.17 4,933,263.70
10/20/2028 454,692.94 150,871.66 303,821.28 4,620,327.78
10/20/2029 454,692.94 141,301.29 313,391.65 4,297 534.38
10/20/2030 454,692.94 131,429.45 323,263.49 3,964,572.99
10/20/2031 454,692.94 121,246.65 333,446.29 3,585,966.77
10/20/2032 454,692.94 110,743.09 343,949.85 3,235,137.93
10/20/2033 454,692.94 99,908.67 354,784.27 2,873,257.97
10/20/2034 454,692.94 88,732.97 365,959.97 2,499,978.80
10/20/2035 454,692.94 77,205.23 377,487.71 2,114,941.34
10/20/2036 454,692.94 65,314.36 389,378.58 1,684,093.32
10/20/2037 454,692.94 53,048.94 401,644.00 1,282,449.32
10/20/2038 454,692.94 40,397.15 414,295.79 868,153.53
10/20/2039 454,692.94 27,346.84 427,346.10 440,807.43
10/20/2040 454,692.94 13,885.51 440,807.43 0.00

Totals $9,.093.858.80 $2,.422.044.80 $6,.671,814.00

CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF
OF NASHUA SCHOOL DISTRICT

By:
Name:
Title: Mayor

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: Chief Operating Officer

Lessee’s option to purchase is subject to provisions of Section 31 of the Agreement.

ESCROW AGREEMENT

LESSOR: ESCROW AGENT:
Municipal Leasing Consultants, LLC TMI Trust Company
7 Old Town Lane 901 Summit Avenue
Grand Isle, VT 05458 Fort Worth, TX 76102

Attention: Barbara James, Vice President

LESSEE:

City of Nashua, New Hampshire, on behalf of
Nashua School District

229 Main Street

Nashua, NH 03060

THIS ESCROW AGREEMENT (this “Escrow Agreement’) dated October 20, 2020 is entered into by
andamong Municipal Leasing Consultants, LLC (“Lessor”), the City of Nashua, New Hampshire, on
behalf of Nashua School District (“Lessee”), and TMI Trust Company (the “Escrow Agent’).

Lessor and Lessee have heretofore entered into that certain Equipment Lease Purchase Agreement
dated October 20, 2020 (the “Agreement”). The Agreement contemplates that certain Equipment
de scribe d therein (the “Equipment”) is to be acquired from the vendor(s) or manufacturer(s) thereof.

After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee
pursuant to the terms of the Agreement.

The Agreement contemplates that Lessor will deliver to the Escrow Agent cash in the amount of
$6,671,814, to be heldin escrow by the Escrow Agent and applied on the express terms and conditions
set forth herein. Such cash, together with all interest and additions received with respect thereto
(hereinafter, the “Escrow Fund”), is to be applied from time to time to pay certain costs of acquiring the
Equipment (a portion of which may, ifrequired, be paid prior to final acceptance of the Equipment by
Lessee and, if requested by Lessee, to pay certain costs of entering into the Agreement).

The parties desire to set forth the terms on which the escrow is to be created and to establish the
rights and responsibilities of the parties hereto.

NOW, THEREFORE, the parties agree as follows:

1. The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set
forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the
account and benefit of Lessee and Lessor and all interest earned with respect to the Escrow Fund shall
accrue to the benefit of Lessee and shall be applied as expressly set forth herein.

To the limited extent required to perfect the security interest granted by Lessee to Lessor in the cash
and negotiable instruments from time to time comprising the Escrow Fund, Lessor hereby appoints the
Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security
agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of
Lessor.

2. On such day as determined to the mutual satisfaction of the parties (the “Commencement
Date”), Lessor shall deliver to the Escrow Agent cash in the amount of $6,671,814 to be held by the
Escrow Agent on the express terms and conditions set forth herein. The Escrow Agent agrees to accept
the funds delivered to the Escrow Fund by Lessor, and further agrees to hold the amount so delivered
together with all interest and other additions received with respect thereto in escrow on the express
terms and conditions set forth herein.

3. The Escrow Agent shall at all times segregate the Escrow Fund into a fund maintained for that
express purpose, which shall be clearly identified on the books and records of the Escrow Agent as

being heldin its capacity as Escrow Agent. Securities and other negotiable instruments com prising the
Escrow Fund from time to time shall be held or registeredin the name of the Escrow Agent (or its
nominee). The Escrow Fund shallnot, to the extent permitted by applicable law, be subject to levy or
attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to
the security interest therein held by Lessor).

4. Lessee hereby directsthe Escrow Agent to invest the cash comprising the Escrow Fund from
time to time in Qualified Investments (as hereinafter defined). Interest or other amounts earned and
received by the Escrow Agent with respect to the Escrow Fund shall be heldin and comprise a part of
the Escrow Fund. No investment shall be made that would cause the Agreement to be deemed to be an
arbitrage bond within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended.
For the purpose of this paragraph 4, the term “Qualified Investments” means de posits that comply with
the requirements of New Hampshire RSA 197:23-a, to the extent the same are at the time legal for
investment of the funds being invested.

5. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect
to the Escrow Fund:

a. From time to time, the Escrow Agent shall pay the vendor or manufacturer of the Equipment or
Lessee or other payee upon receipt of the following: (a) a Certificate of Acceptance and Payment Request
in the form attached as Exhibit A to this Escrow Agreement (a “Payment Request”) duly executed by a
Lessee Representative and approved for payment by a Lessor Representative (or its assignee, if any), (b)
(b) the vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment
de scribe din the Payment Request, (c) in the event that certain costs of entering into this Agreement are
de scribe din the Payment Request, invoice(s) or other evidence specifying the amount(s) of such costs,
and (d) any additional documentation required by Lessor. Without limiting the foregoing, Lessor shall
not approve any such payment unless and until Lessee shall have provided to Lessor (i) certificates of
insurance evidencing coverage in accordance with Section 22 of the Agreement and satisfactory to
Lessor, and (1i) payment and performance bonds, each naming Lessor andits successors and assigns as
an additional obligee and issued by a surety company rated “A” or better by AM Best in form and
substance satisfactory to Lessor. A “Lessee Representative” shall be a person designatedin the
Incumbe ncy Certificate attached hereto as Exhibit B-1, or on a subsequent Incumbency Certificate of
Lessee actually received and acknowledged by Lessor and the Escrow Agent. A “Lessor Representative”
shall be a person de signatedin the Certificate of Lessor Representatives attached hereto as Exhibit B-2.

b. Upon receipt of a Payment Re quest for payment of funds from the Escrow Fund, Lessor and the
Escrow Agent are authorized to seek confirmation of such instructions by telephone call-back to any
Lessee Re presentative designated on Exhibit B-1 hereto, and Lessor and the Escrow Agent may rely
upon the confirmations of anyone purporting to be such Lessee Representative. The Escrow Agent shall
confirm any Payment Request by telephone call-back to the person or persons designated for verifying
such draw requests on Exhibit B-2 (such person verifying the request shall be different than the person
initiating the request). Lessor and Lessee hereby confirm that any call-back performed by the Escrow
Agent to verify a disbursement instruction pursuant to a Payment Request submitted pursuant to this
Section before release shall be made to Lessor only and the Escrow Agent shall have no obligation to
call-back Lessee.

c. The persons and telephone numbers for call-backs may be changed only in writing actually
received and acknowledged by Lessor and the Escrow Agent. The parties to this Escrow Agreement
acknowledge that such security procedure is commercially reasonable.

d. Itis understood that Lessor, the Escrow Agent and the beneficiary’s bankin any funds transfer
may rely solely upon any account numbers or similar identifying number provided by any party hereto
to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank.

e. Inthe event that Lessor provides to the Escrow Agent written notice of the occurrence of an

Event of Default or a nonappropriation by Lessee under the Agreement, the Escrow Agent shall
thereupon promptly remit to Lessor the entire balance of the Escrow Fund.

-2-

Board of Aldermen — 2/10/16 Page 3
Alderman Moriarty
Okay. | thought we already did this, that’s all.

PERIOD FOR PUBLIC COMMENT RELATIVE TO ITEMS EXPECTED TO BE ACTED
UPON THIS EVENING - None

PETITIONS — None

NOMINATIONS, APPOINTMENTS AND ELECTIONS

Appointments by the Mayor
The following appointment by the Mayor was read into the record:

City Solicitor

Steven A. Bolton, Esquire (New Appointment) Indefinite Term at the Pleasure of the Mayor
4 Kyle Drive
Nashua, NH 03062
MOTION BY ALDERMAN CLEMONS TO ACCEPT THE APPOINTMENT BY THE MAYOR AS READ
AND REFER IT TO THE PERSONNEL/ADMINISTRATIVE AFFAIRS COMMITTEE
MOTION CARRIED
REPORTS OF COMMITTEE
Finance Committee «2.2.2... c cece cece cece cece eee eeeeeeeeeeeeeeeeeeeeeeeeeeees 02/03/16

There being no objection, President McCarthy declared the report of the February 3, 2016
Finance Committee accepted and placed on file.

Personnel/Administrative Affairs Committee... cecceecseeeeeeeeees 02/01/16

There being no objection, President McCarthy declared the report of the February 1, 2016
Personnel/Administrative Affairs Committee accepted and placed on file.

Planning & Economic Development Committee... 01/21/16

There being no objection, President McCarthy declared the report of the January 21, 2016
Planning & Economic Development Committee accepted and placed on file.

Planning & Economic Development Committee... 02/02/16

There being no objection, President McCarthy declared the report of the February 2, 2016
Planning & Economic Development Committee accepted and placed on file.

WRITTEN REPORTS FROM LIAISONS - None

f. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment
Re quest identified as the final such request, the remaining monies in the Escrow Fund shall, first be
applied to all reasonable fees and expenses incurred by the Escrow Agent, if applicable, in connection
herewith as evidenced by its statement forwarded to Lessor and Lessee; and, second be paid to Lessor,
for application against the outstanding principal components of Rental Payments (as definedin the
Agreement), including prepayment of Rental Payments under the Agreement, as provided therein,
unless Lessor directs that payment of such amount be made in such other manner directed by Lessor
that, in the opinion of nationally recognized counsel in the area of tax-exempt municipal obligations
satisfactory to Lessor, will not adversely affect the exclusion of the interest com ponents of Rental
Payments from gross income for federal income tax purposes. If any such amount is used to prepay
principal, the Payment Schedule attached to the Agreement will be revised accordingly as specified by
Lessor.

6. The reasonable fees and expenses of the Escrow Agent incurredin connection herewith shall be
the responsibility of Lessor and are herein defined as the sum of $1,500, for escrow services as
described herein; plus any extraordinary expenses incurred by the Escrow Agent at the request of
Lessor or Lessee.

7. The Escrow Agent shall have no liability for acting upon any written instruction presented by
Lessee and Lessor in connection with this Escrow Agreement which the Escrow Agent in good faith
believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in
connection with this Escrow Agreement except for its own gross negligence, willful misconduct or bad
faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund asa
result of the investment decisions made pursuant to Section 4 in Qualified Investments at the direction
of Lessee.

8. Tothe extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent
harmless against any liabilities which it may incurin the exercise and performance ofits powers and
duties hereunder and which are not due to the Escrow Agent’s gross negligence or willful misconduct.
No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages
arising solely out of gross negligence, willful misconduct or bad faith by the Escrow Agent, its officers,
agents, employees, successors or assigns.

9. The Escrow Agent may at any time resign by giving at least 30 days’ prior written notice to
Lessee and Lessor, but such resignation shallnot take effect until the appointment of the successor
Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this
Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent
may be removed at any time, with or without cause, by instrument in writing executed by Lessor and
Lessee. Such notice shall set forth the effective date of the removal. In the event of any resignation or
removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing
executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such
appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent.

Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund
then held by it to the successor Escrow Agent selected by Lessor and Lessee.

10. This Escrow Agreement and the Escrow Fund established hereunder shall terminate upon
receipt by the Escrow Agent of the written notice from Lessor specifiedin Section 5(b) or Section 5(c)
hereof.

11. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by
mutually recognized overnight carrier addressed to the other party at its respective address shown on
page 1 of this Escrow Agreement or to such other address as such party shall from time to time
designate in writing to the other parties hereto; and shall be effective on the date or receipt.

12. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto

and their respective successors andassigns. No rights or obligations of the Escrow Agent under this
Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee.

—3-

13. This Escrow Agreement constitutes the entire agreement be tween the parties hereto with respect
to the subject matter hereof, and no waiver, consent, modification or change of terms hereof shall bind
any party unless in writing signed by all parties.

14. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties
hereunder and shall not be liable for any action taken or omitted in good faith in accordance with the
advice of counsel, accountants or other skilled persons.

15. This Escrow Agreement shall be governed by and be construed and interpreted in accordance
with the internal laws of the State of New Hampshire.

16. This Escrow Agreement may be executedin several counterparts, and each counterpart so
exe cuted will be an original. In addition, the parties agree that the transaction described herein may be
conducted and related documents may be received, sent or stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including
the filing of any claim, action or suit in the appropriate court of law.

17. The parties acknowledge that in order to help the United States government fight the funding of
terrorism and money laundering activities, pursuant to Federal regulations that became effective on
October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain,
verify, record and update information that identifies each person establishing a relationship or opening
an account. The parties to this Escrow Agreement agree that they will provide to the Escrow Agent such
information as it may request, from time to time, in order for the Escrow Agent to satisfy the
requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification
number and other information that will allow it to identify the individual or entity who is establishing
the relationship or opening the account and may also ask for formation documents such as articles of
incorporation or other identifying documents to be provided.

[Signature page follows. ]

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed
as of the day and year first above set forth.

LESSOR: MUNICIPAL LEASING CONSULTANTS, LLC
By:
Name:
Title:
LESSEE: CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF OF

NASHUA SCHOOL DISTRICT

By:
Name:
Title: Mayor

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: Chief Operating Officer

ESCROW AGENT: TMI TRUST COMPANY

By:
Name: Barbara James
Title: Vice President