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ESSENTIAL USE CERTIFICATE

October 20, 2020

Municipal Leasing Consultants, LLC
7 Old Town Lane
Grand Isle, VT 05458

Re: 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
(“Lessee”), and Municipal Leasing Consultants, LLC, as lessor (“Lessor”) (the
“Agreement”)

Ladies and Gentlemen:
I, Daniel Donovan, a duly elected, appointed, or designated re presentative of Nashua School District,
am qualified to answer the questions set forth below regarding the Equipment to be acquiredin

connection with the above-referenced Agreement:

1. Whatis the specific use of the Equipment?

2. What increased capabilities will the Equipment prouide?P

3. Why is the Equipment essential to your ability to deliver governmental services?

4. Does the Equipment replace existing equipment?
(If so, please explain why you are replacing the existing equipmert)

5. Why did you choose this specific Equipment?

6. Forhow many years do you expect to utilize the Equipment?

7. What revenue source will be utilized to make Rental Payments due under the Agreement?

Very truly yours,

NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan
Title: Chief Operating Officer

OPINION OF LESSEE COUNSEL
[Please furnish on Attorney’s Letterhead.]

October 20, 2020

Municipal Leasing Consultants, LLC
7 Old Town Lane
Grand Isle, VT 05458

Re: 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
(“Lessee”), and Municipal Leasing Consultants, LLC, as lessor (“Lessor”) (the
“Agreement”)

Ladies and Gentlemen:

As legal counsel to Lessee, I have examined (a) an executed counterpart of the Agreement, which,
among other things, provides for the lease by Lessee from Lessor of the Equipment, (b) an executed
counterpart of the Escrow Agreement, dated as of October 20, 2020 (the “Escrow Agreement”), among
Lessor, Lessee and the escrow agent named therein, (c) an executed counterpart of the Federal Tax
Agreement, dated October 20, 2020 (the “Tax Agreement”), from Lessee and Nashua School District (the
“District’), (d) an executed counterpart of the Energy Performance Contract dated _ , 2020
(the “Performance Contract”), between the District and Energy Efficient Investments, Inc., (e) executed
copies of the resolution(s), ordinance(s) or other evidence of authorization from Lessee’s governing body
and the governing of the District which, among other things, authorizes Lessee to execute the Agreement,
the Escrow Agreement, the Tax Agreement and the Performance Contract, and (f) such other opinions,
documents and matters of law asI have deemed necessary in connection with the following opinions.

Based on the foregoing, I am of the following opinions:

1. Lesseeisa public body corporate and politic, duly organized and existing under the laws of the
State of New Hampshire, and has a substantial amount of one or more of the following sovereign powers:
(a) the power to tax, (b) the power of eminent domain, and (c) police power.

2. Lessee has the requisite power and authority to purchase the Equipment and to execute and
deliver the Agreement, the Escrow Agreement, the Tax Agreement andthe Performance Contract and to
perform its obligations thereunder.

3. The Agreement, the Escrow Agreement, the Tax Agreement and the Performance Contract and the
other documents either attached thereto or required therein have been duly authorized, approved and
exe cuted by and on behalfof Lessee, and the Agreement, the Escrow Agreement, the Tax Agreement and
the Performance Contract are valid and binding obligations of Lessee enforceable in accordance with their
respective terms.

4. The authorization, approval and execution of the Agreement, the Escrow Agreement, the Tax
Agreement and the Performance Contract and all other proceedings of Lessee relating to the transactions
contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws
and all other applicable state and federal laws.

5. There is no proceeding pending or threatened in any court or be fore any governmental authority or
arbitration board or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Agreement, the Escrow Agreement, the Tax Agreement and the Performance Contract
or the security interest of Lessor or its assigns, as the case may be, in the Equipment.

6. The Equipment to be leased pursuant to the Agreement constitutes personal property and when
subjected to use by Lessee will not be or become a fixture under applicable law.

7. The authorization, execution, delivery and performance of the Agreement, the Escrow Agreement,
the Tax Agreement and the Performance Contract by Lessee do not require submission to, approval of, or
other action by any governmental authority or agency which action has not been taken and is final and
non-appealable.

All capitalized terms herein will have the same meanings asin the Agreement. Lessor, its successors
and assigns and any counsel rendering an opinion on the exclusion of the interest components of Rental
Payments from gross income for purposes of federalincome taxation are entitled to rely on this opinion.

Very truly yours,

OPINION OF SPECIAL TAX COUNSEL

[To be provided by Gilmore & Bell.]

INSURANCE CERTIFICATES (PROPERTY, LIABILITY AND WORKERS’ COMPENSATION)
COMPLYING WITH THE PROVISIONS OF SECTION 22 OF THE AGREEMENT TO BE PROVIDED BY
LESSEE, WITH THE FOLLOWING PARTY SHOWN AS LOSS PAYEE AND ADDITIONAL INSURED
WITH RESPECT TO PROPERTY INSURANCE, AND SHOWN AS ADDITIONAL INSURED WITH
RESPECT TO LIABILITY INSURANCE:

Capital One Public Funding, LLC and its successors and assigns
1307 Walt Whitman Road, 3" Floor
Melville, NY 11747

[To be provided by Lessee before money is withdrawn
from the Escrow Fund for costs of the Equipment.|

ENERGY PERFORM ANCE CONTRACT
WITH ENERGY EFFICIENT INVESTMENTS, INC.

[Signed copy to be provided prior to Closing Date.]

PAYM ENT AND PERFORMANCE BONDS RESPECTING THE EQUIPMENT, INCLUDING DUAL
OBLIGEE RIDER NAMING THE FOLLOWING PARTY AS AN ADDITIONAL OBLIGEE

Capital One Public Funding, LLC and its successors and assigns
1307 Walt Whitman Road, 3" Floor
Melville, NY 11747

[To be provided by Lessee before money is withdrawn
from the Escrow Fund for costs of the Equipment.|

NOTICE OF ASSIGNMENT
October 20, 2020

City of Nashua, New Hampshire,
on behalf of Nashua School District
229 Main Street
Nashua, NH 03060
Re: 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
(“Lessee”), and Municipal Leasing Consultants, LLC, as lessor (“Lessor”) (the
“Agreement”)

Ladies and Gentlemen:

Please be advised that the undersigned Lessor has assigned all ofits right, title and interest in,
to and under the Agreement, the Equipment leased thereunder, and the right to receive Rental
Payments thereunder and the payment of the Purchase Price thereunder to Capital One Public Funding,
LLC, a New York limited liability company (“Assignee”), whose mailing address is 1307 Walt Whitman
Road, 3'¢ Floor, Melville, NY 11747, and whose tax identification number is 11-2209667.

All Rental Payments and payment of the Purchase Price due under the Agreement should be
made to the Assignee by wire or other form of electronic payment in accordance with written
instructions provided by Assignee or, with Assignee’s consent, by mail at the address below or as
otherwise instructed by Assignee

CAPITAL ONE PUBLIC FUNDING, LLC
1307 WALT WHITMAN ROAD, 3 FLOOR

MELVILLE, NY 11747

Lessee acknowledges that Assignee is acting solely as Assignee for its own loan account and not
as a fiduciary for Lessee or in the capacity of broker, dealer, placement agent, municipal securities
underwriter, municipal advisor or fiduciary. Assignee has not provided, and will not provide, financial,
le gal (including securities law), tax, accounting or other advice to or on behalf of Lessee (including to
any financial advisor or any placement agent engaged by Lessee) with respect to the structuring,
issuance, sale or delivery of the Agreement. Lessee acknowledges that Assignee has no fiduciary duty
pursuant to Section 15B of the Securities Exchange Act of 1934 to Lessee with respect to the
transactions relating to the structuring, issuance, sale or delivery of the Agreement and the discussions,
undertakings and proce dures leading thereto. Each of Lessee, its financial advisor and its placement
agent has sought and shall seek and obtain financial, legal (including securities law), tax, accounting
and other advice (including as it relates to structure, timing, terms and similar matters and compliance
with le galrequirements applicable to such parties) with respect to the Agreement from its own financial,
legal, tax and other advisors (and not from Assignee or its affiliates) to the extent that Lessee, its
financial advisor or its placement agent desires, should or needs to obtain such advice. Assignee
expresses no view regarding the legal sufficiency of its representations for purposes of compliance with
any legalrequirements applicable to any other party, including but not limited to Lessee’s financial
advisor or placement agent, or the correctness of any le galinterpretation made by counsel to any other
party, including but not limited to counsel to Lessee’s financial advisor or placement agent, with respect
to any such matters. Lessee acknowledges that the transaction between Lessee and Assignee is an
arm’s length commercial transaction in which Assignee is acting and has acted solely as a principal and
for its own interest, and Assignee has not made recommendations to Lessee with respect to the
transaction relating to the Agreement.

[The remainder of this page left blank intentionally.|

ACKNOWLEDGED AND AGREED TO:

Please acknowledge your receipt of this notice and your agreement to make payments due under
the Agreement to Assignee by the signature of a duly authorized officer in the space provided on the
enclosed counterpart of this letter and return it to us at the address set forth below.

Sincerely,

MUNICIPAL LEASING CONSULTANTS, LLC,
LESSOR

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

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:

Name:
Title:

Daniel Donovan

Chief Operating Officer

ASSIGNMENT

[To be entered into between Initial Lessor and Capital One Public Funding, LLC]