Board Of Aldermen

“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.

“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.

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

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

EXHIBIT B-1 To ESCROW AGREEMENT
INCUMBENCY CERTIFICATE REGARDING LESSEE REPRESENTATIVES

$6,671,814
EQUIPMENT LEASE PURCHASE AGREEMENT
DATED AS OF OCTOBER 20, 2020, BETWEEN
MUNICIPAL LEASING CONSULTANTS, LLC, AS LESSOR, AND THE
CITY OF NASHUA, NEW HAMPSHIRE,
ON BEHALF OF NASHUA SCHOOL DISTRICT, AS LESSEE

The following documents are attached hereto and made a part hereof: (a) invoice(s) for costs being

paid; (b) current IRS Form W-9 for the payee (unless such IRS Form W-9 has been previously submitted
to the Escrow Agent); and (c) lien waivers, if applicable.

EXHIBIT A TO ESCROW AGREEMENT

CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST

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

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.

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