“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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