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
