LESSEE’S CLOSING CERTIFICATE
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”)
We, the undersigned, the duly appointed, qualified and acting Mayor and City Clerk of the
above-captioned Lessee, do hereby certify as follows:
(1) Lessee did, at a meeting of the governing body of Lessee held October 13, 2020, by motion duly
made, seconded and carried, in accordance with all requirements of law, approve and authorize the
execution and delivery of the above-referenced Agreement and the related escrow agreement and tax
agreement on its behalf by the following named representative of Lessee:
Mayor
Printed Name Title Signature
[This signature line to be signed by person who executed the Agreement and the related escrow agreement and
tax agreement on behalf of Lessee.]
(2) The above-named re presentative of Lessee held at the time of such authorization and holds at the
present time the office designated above and the signature set forth opposite his or hername isthe true
and correct specimen of his or her genuine signature.
(3) The meeting of the governing body of Lessee at which the Agreement was approved and authorized
to be executed was duly called, regularly convened and attended throughout by the requisite majority of
the members thereof or by other appropriate official approval, and the action approving the Agreement
and authorizing the execution thereof has not been altered or rescinded. Attached hereto as Exhibits A-
1 and A-2 are true and correct copies of resolutions, ordinances or other documents constituting such
official action by the City of Nashua, New Hampshire and by Nashua School District.
(4) No event or condition that constitutes, or with the giving of notice or the lapse of time or both would
constitute, an Event of Default (as such term is definedin the Agreement) exists at the date hereof.
(5) Allinsurance requiredin accordance with the Agreement is currently maintained by Lessee.
(6) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient
funds for the current fiscal year to make the Rental Payments scheduled to come due during the
Original Term and to meet its other obligations for the OriginalTerm (as such terms are definedin the
Agreement), and such funds have not been expended for other purposes.
(7) There is no proceeding pending or threatenedin any courtor before any governmental authority or
arbitration board or tribunal that, if adversely determined, would adversely affect the transactions
contemplated by the Agreement or the interest of Lessor or its assigns, as the case may be, in the
Equipment.
(8) The Equipment has not been the subject of a referendum that failed to receive the approval of the
voters of Lessee within the preceding four years.
(9) Since June 30, 2019 (date of Lessee’s last audited financial statements), Lessee has not entered into
any direct or contingent bond debt, lease, installment purchase or loan obligation, other than those
listed on Exhibit B attached hereto.
