Finance Committee

ENERGY PERFORM ANCE CONTRACT
WITH ENERGY EFFICIENT INVESTMENTS, INC.

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

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

OPINION OF SPECIAL TAX COUNSEL

[To be provided by Gilmore & Bell.]

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 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:

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”)

EXHIBIT B TO
LESSEE’S CLOSING CERTIFICATE

LIST OF OUTSTANDING OBLIGATIONS SINCE JUNE 30, 2019
(DATE OF LESSEE’S LAST AUDITED FINANCIAL STATEMENTS)
(per Section 9)

Please list all direct or contingent bond debt, lease, installment purchase or loan obligations (including
estimated outstanding principal amount) that Lessee has entered into since June 30, 2019. If this
statement is not applicable, please state “None.”

EXHIBIT A-2 TO
LESSEE’S CLOSING CERTIFICATE

COPY OF AUTHORIZATION DOCUMENT FROM
NASHUA SCHOOL DISTRICT
(per Section 3)

[Please proude evidence of authorization of the Agreement
by the governing body of Nashua School District.]

Section 6. This Resolution shall take effect and be in full force immediately after its adoption by
the governing body of the City.

PASSED AND ADOPTED by the governing body of the City of Nashua, NewHampshire, this 13%
day of October, 2020.

CITY OF NASHUA, NEW HAMPSHIRE

By:
Name:

Title:

(To be signed by someone other than officer of the
City that signed the Agreement and the Escrow

Agreement.)

RESOLUTION

The undersigned, being the officer identified below of the City of Nashua, New Hampshire (the
“City”), hereby certifies that the following is a true and correct copy of a resolution adopted by the
governing body of the City at a meeting duly held on October 13, 2020.

kK kK Kk *

WHEREAS, the City of Nashua, New Hampshire (the “City”), is a political subdivision duly
organized under the constitution and laws of the State of New Hampshire; and