EXHIBIT E
CERTIFICATE OF LENDER
$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 undersigned, on behalf of Capital One Public Funding, LLC (the “Lender”), as assignee of
Municipal Leasing Consultants, LLC, as lessor, under the above-referenced equipment lease purchase
agreement (the “Lease”), being executed and delivered on the date hereof, certifies and represents as
follows:
1. Issue Price.
(a) Issue Price. On the date of this certificate, the Lender is acquiring the Lease for the
amount of $6,671,814, plus $__ payable to Municipal Leasing Consultants, LLC. The Lender
is not actingas an Underwriter with respect to the Lease. The Lender has no present intention to sell,
reoffer, or otherwise dispose of the Lease (or any portion of the Lease or anyinterest in the Lease). The
Lender has not contracted with any person pursuant to a written agreement to have such person
participate in the execution and delivery of the Lease, and the Lender has not agreed with the City of
Nashua, New Hampshire (the “City’”) or Nashua School District (the “District”) pursuant to a written
agreement to sell the Lease to persons other than the Lender or a Related Party to the Lender.
(b) Defined Terms.
(i) The term “Public”? means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an Underwriter or a Related Party
to an Underwriter.
(ii) The term “Related Party” is defined in U.S. Treasury Regulation § 1.150-1(b)
which generally provides that the term related party means any two or more persons who have a
greater than 50 percent common ownership, directly or indirectly.
(iii) The term “Underwriter” means (A) any person that agrees pursuant to a written
contract with the District (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Lease to the Public, and (B) any person that agrees pursuant
to a written contract directly or indirectly with a person describe din clause (A) of this paragraph
to participate in the initial sale of the Lease to the Public (including a member of a selling group
or a party toa retail distribution agreement participating in the initial sale of the Lease to the
Public).
Thiscertificate may be relied upon by the City and District in executing and delivering the
FederalTax Agreement relating to the Lease, and by Gilmore & Bell, P.C., Special Tax Counsel to the
Lender, in rendering its opinion relating to the exclusion from federal gross income of the interest
portion of rental payments paid under the Lease and in pre paring any informational return required to
be filed with the Internal Revenue Service in connection with the execution and delivery of the Lease.
[Signature page follows. ]
