Agenda

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:

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:

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[To be provided by Lessee before money is withdrawn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.|

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.”