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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[To be provided by Lessee before money is withdrawn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[To be provided by Lessee before money is withdrawn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]

UCC-1 FINANCING STATEMENTS

[To be prepared and filed by Lessor Counsel.]

LENDER CERTIFICATE

[See separate letter and form of Lender Certificate from Capital One Public Funding, LLC]

FORM W-9 FROM THE
CITY OF NASHUA, NEW HAMPSHIRE

[On file with Lessor. ]

A special meeting of the Board of Aldermen was held Monday, September 28, 2020, at 7:00 p.m. via
Zoom.

President Lori Wilshire presided; City Clerk Susan Lovering recorded.

Prayer was offered by City Clerk Susan Lovering; Alderman Linda Harriott-Gathright led in the Pledge to
the Flag.

President Wilshire

As President of the Board of Aldermen, | find that due to the State of Emergency declared by the
Governor as a result of the COVID-19 pandemic and in accordance with the Governors Emergency
Order #12 pursuant to Executive Order 2020-04, this public body is authorized to meet electronically.

Please note that there is no physical location to observe and listen contemporaneously to this meeting,
which was authorized pursuant to the Governor's Emergency Order. However, in accordance with the
Emergency Order, | am confirming that we are:

Providing public access to the meeting by telephone, with additional access possibilities by video or other
electronic means:

To access Zoom, please refer to the agenda or the City’s website for the meeting link.

To join by phone dial: 1-929-205-6099 - Meeting ID: 876 8012 6610- Passcode: 195026

We previously gave notice to the public of the necessary information for accessing the meeting through public
postings. Instructions have also been provided on the City of Nashua’s website at www.nashuanh.gov and
publicly noticed at City Hall, Nashua Public Library and the Nashua Telegraph.

If anybody has a problem accessing the meeting via phone or Channel 16, please call 603-821-2049 and
they will help you connect.

In the event the public is unable to access the meeting via the methods mentioned above, the meeting will be
adjourned and rescheduled. Please note that all votes that are taken during this meeting shall be done by
roll call vote.

Let’s start the meeting by taking a roll call attendance. When each member states their presence, please
also state whether there is anyone in the room with you during this meeting, which is required under
the Right-To-Know Law.

City Clerk Lovering called the roll and asked them to state the reason he or she could not attend, confirmed
that they could hear the proceedings, and stated who was present with him or her.

The roll call was taken with 15 members of the Board of Aldermen present: Alderman Michael B. O’Brien,
Sr., Alderman Patricia Klee, Alderwoman Shoshanna Kelly, Alderman Richard A. Dowd,

Alderman June M. Caron, Alderman Benjamin Clemons, Alderman Lopez, Alderman David C. Tencza,
Alderwoman Elizabeth Lu, Alderman Ernest Jette, Alderman Jan Schmidt, Alderman Brandon Michael
Laws, Alderman Skip Cleaver, Alderman Linda Harriott-Gathright, Alderman Wilshire.

Mayor James W. Donchess, Deputy Corporation Counsel Celia Leonard were also in attendance.

ROLL CALL