Common use of REPRESENTATIONS AND COVENANTS OF BORROWER Clause in Contracts

REPRESENTATIONS AND COVENANTS OF BORROWER. 5 Section 3.01. Representations of Borrower 5 Section 3.02. Particular Covenants of the Borrower 7 ARTICLE IV LOAN TO BORROWER; AMOUNTS PAYABLE; GENERAL AGREEMENTS 12 Section 4.01. The Loan 12 Section 4.02. Sufficiency of Loan Amounts 12 Section 4.03. Commencement of Loan Agreement Term 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 13 Section 4.06. Disbursement of funds from Project Fund 13 Section 4.07. Designee of Issuer for Loan Repayments 13 Section 4.08. Loan Repayments; Term of Loan 13 Section 4.09. Unconditional Obligation to Pay Loan Repayments 14 Section 4.10. Optional Prepayment 15 Section 4.11. Arbitrage Certification 15 ARTICLE V SOURCE OF PAYMENT 15 Section 5.01. Source of Payment 15 Section 5.02. Levy of Tax 15 ARTICLE VI LOAN DEFAULTS AND REMEDIES 16 Section 6.01. Loan Defaults 16 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 17 Section 6.05. Applications of Moneys 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 17 Section 6.07. Retention of the Issuer’s Rights 17 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; INDEMNIFICATION 18 Section 8.01. Disclaimer of Warranties 18 Section 8.02. Warranties 18 Section 8.03. Indemnity and Hold Harmless Provisions 18 Section 8.04. Reimbursement of Issuer and Trustee 18 ARTICLE IX MISCELLANEOUS 19 Section 9.01. Notices 19 Section 9.02. Binding Effect 19 Section 9.03. Severability 20 Section 9.04. Amendments, Changes and Modifications 20 Section 9.05. Execution in Counterparts 20 Section 9.06. Applicable Law 20 Section 9.07. Consent and Approvals 20 Section 9.08. Captions 20 Section 9.09. Benefits of Loan Agreement 20 Section 9.10. Refunding Bonds 20 Section 9.11. Further Assurances 20 Exhibit A — Description of the Loan Exhibit B — Debt Service Schedule Exhibit C — Copy of Borrower's Loan Resolution Exhibit D — Copy of Opinion of Counsel to the Borrower Exhibit E — Form of Request for Disbursement Exhibit F — Approval of Bank Exhibit G — Approval of Director of State and Local Finance Exhibit H — Borrower’s Tax Exemption Agreement LOAN AGREEMENT $5,000,000 The Public Building Authority of the City of Clarksville, Tennessee Local Government Loan Program Bond, Series 2015 (City of Millington Loan) This Loan Agreement (the "Loan Agreement"), dated as of August , 2015 and entered into by and among THE PUBLIC BUILDING AUTHORITY OF THE CITY OF CLARKSVILLE, TENNESSEE, a public, nonprofit corporation organized and existing under the laws of the State of Tennessee (the “Issuer”), the CITY OF MILLINGTON, TENNESSEE, a municipal corporation organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Nashville, Tennessee, a national banking association (the "Bank") (collectively, the "Parties"):

REPRESENTATIONS AND COVENANTS OF BORROWER. 5 Section 3.01. Representations of Borrower 5 Section 3.02. Particular Covenants of the Borrower 7 ARTICLE IV LOAN TO BORROWER; AMOUNTS PAYABLE; GENERAL AGREEMENTS 12 Section 4.01. The Loan 12 Section 4.02. Sufficiency of Loan Amounts 12 Section 4.03. Commencement of Loan Agreement Term 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 13 Section 4.06. Disbursement of funds from Project Fund 13 Section 4.07. Designee of Issuer for Loan Repayments 13 Section 4.08. Loan Repayments; Term of Loan 13 Section 4.09. Unconditional Obligation to Pay Loan Repayments 14 15 Section 4.10. Optional Prepayment 15 Section 4.11. Arbitrage Certification 15 ARTICLE V SOURCE OF PAYMENT 15 16 Section 5.01. Source of Payment 15 16 Section 5.02. Levy of Tax 15 16 ARTICLE VI LOAN DEFAULTS AND REMEDIES 16 Section 6.01. Loan Defaults 16 Section 6.02. Notice of Default 16 17 Section 6.03. Remedies on Default 16 17 Section 6.04. Attorney’s Fees and Other Expenses 17 Section 6.05. Applications of Moneys 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 17 Section 6.07. Retention of the Issuer’s Rights 17 ARTICLE VII TITLE TO PROJECT 17 18 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; INDEMNIFICATION 18 Section 8.01. Disclaimer of Warranties 18 Section 8.02. Warranties 18 Section 8.03. Indemnity and Hold Harmless Provisions 18 Section 8.04. Reimbursement of Issuer and Trustee 18 ARTICLE IX MISCELLANEOUS 19 Section 9.01. Notices 19 Section 9.02. Binding Effect 19 20 Section 9.03. Severability 20 Section 9.04. Amendments, Changes and Modifications 20 Section 9.05. Execution in Counterparts 20 Section 9.06. Applicable Law 20 Section 9.07. Consent and Approvals 20 Section 9.08. Captions 20 Section 9.09. Benefits of Loan Agreement 20 Section 9.10. Refunding Bonds 20 Section 9.11. Further Assurances 20 Exhibit A — Description of the Loan Exhibit B — Debt Service Schedule Exhibit C — Copy of Borrower's Loan Resolution Exhibit D — Copy of Opinion of Counsel to the Borrower Exhibit E — Form of Request for Disbursement Exhibit F — Approval of Bank Exhibit G — Approval of Director of State and Local Finance Exhibit H — Borrower’s Tax Exemption Agreement Certificate LOAN AGREEMENT $5,000,000 25,000,000 The Public Building Authority of the City of Clarksville, Tennessee Local Government Loan Program Bond, Series 2015 2020 (City of Millington Spring Hill Loan) This Loan Agreement (the "Loan Agreement"), dated as of August March , 2015 2020 and entered into by and among THE PUBLIC BUILDING AUTHORITY OF THE CITY OF CLARKSVILLE, TENNESSEE, a public, nonprofit corporation organized and existing under the laws of the State of Tennessee (the “Issuer”), the CITY OF MILLINGTONSPRING HILL, TENNESSEE, a municipal corporation organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATIONHORIZON TE1, LLC, a subsidiary of First Horizon Bank, Nashville, Tennessee, a national banking association Tennessee (the "Bank") (collectively, the "Parties"):

REPRESENTATIONS AND COVENANTS OF BORROWER. 5 Section 3.01. Representations of Borrower 5 Section 3.02. Particular Covenants of the Borrower 7 ARTICLE IV LOAN TO BORROWER; AMOUNTS PAYABLE; GENERAL AGREEMENTS 12 Section 4.01. The Loan 12 Section 4.02. Sufficiency of Loan Amounts 12 Section 4.03. Commencement of Loan Agreement Term 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 13 Section 4.06. Disbursement of funds from Project Fund 13 Section 4.07. Designee of Issuer for Loan Repayments 13 Section 4.08. Loan Repayments; Term of Loan 13 Section 4.09. Unconditional Obligation to Pay Loan Repayments 14 Section 4.10. Optional Prepayment 15 Section 4.11. Arbitrage Certification 15 ARTICLE V SOURCE OF PAYMENT 15 Section 5.01. Source of Payment 15 Section 5.02. Levy of Tax 15 ARTICLE VI LOAN DEFAULTS AND REMEDIES 16 Section 6.01. Loan Defaults 16 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 17 Section 6.05. Applications of Moneys 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 17 Section 6.07. Retention of the Issuer’s Rights 17 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDORXXXXXX’S WARRANTIES; INDEMNIFICATION 18 Section 8.01. Disclaimer of Warranties 18 Section 8.02. Warranties 18 Section 8.03. Indemnity and Hold Harmless Provisions 18 Section 8.04. Reimbursement of Issuer and Trustee 18 ARTICLE IX MISCELLANEOUS 19 Section 9.01. Notices 19 Section 9.02. Binding Effect 19 Section 9.03. Severability 20 Section 9.04. Amendments, Changes and Modifications 20 Section 9.05. Execution in Counterparts 20 Section 9.06. Applicable Law 20 Section 9.07. Consent and Approvals 20 Section 9.08. Captions 20 Section 9.09. Benefits of Loan Agreement 20 Section 9.10. Refunding Bonds 20 Section 9.11. Further Assurances 20 Exhibit A — Description of the Loan Exhibit B — Debt Service Schedule Exhibit C — Copy of Borrower's Loan Resolution Exhibit D — Copy of Opinion of Counsel to the Borrower Exhibit E — Form of Request for Disbursement Exhibit F — Approval of Bank Exhibit G — Approval of Director of State and Local Finance Exhibit H — BorrowerXxxxxxxx’s Tax Exemption Agreement Certificate LOAN AGREEMENT $5,000,000 4,800,000 The Public Building Authority of the City of Clarksville, Tennessee Local Government Loan Program Bond, Series 2015 2017 (City of Millington School Loan) This Loan Agreement (the "Loan Agreement"), dated as of August December , 2015 2017 and entered into by and among THE PUBLIC BUILDING AUTHORITY OF THE CITY OF CLARKSVILLE, TENNESSEE, a public, nonprofit corporation organized and existing under the laws of the State of Tennessee (the “Issuer”), the CITY OF MILLINGTON, TENNESSEE, a municipal corporation organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Nashville, Tennessee, a national banking association (the "Bank") (collectively, the "Parties"):

REPRESENTATIONS AND COVENANTS OF BORROWER. 5 Section 3.01. Representations of Borrower 5 Section 3.02. Particular Covenants of the Borrower 7 ARTICLE IV LOAN TO BORROWER; AMOUNTS PAYABLE; GENERAL AGREEMENTS 12 11 Section 4.01. The Loan 12 11 Section 4.02. Sufficiency of Loan Amounts 12 11 Section 4.03. Commencement of Loan Agreement Term 12 11 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 13 12 Section 4.06. Disbursement of funds from Project Fund 13 12 Section 4.07. Designee of Issuer for Loan Repayments 13 12 Section 4.08. Loan Repayments; Term of Loan 13 Section 4.09. Unconditional Obligation to Pay Loan Repayments 14 Section 4.10. Optional Prepayment 15 14 Section 4.11. Arbitrage Certification 15 14 ARTICLE V SOURCE OF PAYMENT 15 Section 5.01. Source of Payment 15 Section 5.02. Levy of Tax 15 ARTICLE VI LOAN DEFAULTS AND REMEDIES 16 15 Section 6.01. Loan Defaults 16 15 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 17 16 Section 6.05. Applications of Moneys 17 16 Section 6.06. No Remedy Exclusive; Waiver; Notice 17 16 Section 6.07. Retention of the Issuer’s Rights 17 16 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; INDEMNIFICATION 18 17 Section 8.01. Disclaimer of Warranties 18 17 Section 8.02. Warranties 18 17 Section 8.03. Indemnity and Hold Harmless Provisions 18 17 Section 8.04. Reimbursement of Issuer and Trustee 18 17 ARTICLE IX MISCELLANEOUS 19 18 Section 9.01. Notices 19 18 Section 9.02. Binding Effect 19 Section 9.03. Severability 20 19 Section 9.04. Amendments, Changes and Modifications 20 19 Section 9.05. Execution in Counterparts 20 19 Section 9.06. Applicable Law 20 19 Section 9.07. Consent and Approvals 20 19 Section 9.08. Captions 20 19 Section 9.09. Benefits of Loan Agreement 20 19 Section 9.10. Refunding Bonds 20 19 Section 9.11. Further Assurances 20 19 Exhibit A — Description of the Loan Exhibit B — Debt Service Schedule Repayment Exhibit Exhibit C — Copy of Borrower's Loan Resolution Exhibit D — Copy of Opinion of Counsel to the Borrower Exhibit E — Form of Request for Disbursement Exhibit F — Approval of Bank Exhibit G — Approval of Director of State and Local Government Finance Exhibit H — Borrower’s Tax Exemption Agreement Certificate LOAN AGREEMENT $5,000,000 6,000,000 The Public Building Authority of the City of Clarksville, Tennessee Local Government Loan Program Bond, Series 2015 2021 (City of Millington Loan) This Loan Agreement (the "Loan Agreement"), dated as of August April , 2015 2021 and entered into by and among THE PUBLIC BUILDING AUTHORITY OF THE CITY OF CLARKSVILLE, TENNESSEE, a public, nonprofit corporation organized and existing under the laws of the State of Tennessee (the “Issuer”), the CITY OF MILLINGTON, TENNESSEE, a municipal corporation organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION[NAME OF BANK], Nashville, Tennessee, a national banking association corporation (the "Bank") (collectively, the "Parties"):

REPRESENTATIONS AND COVENANTS OF BORROWER. 5 Section 3.01. Representations of Borrower 5 Section 3.02. Particular Covenants of the Borrower 7 ARTICLE IV LOAN TO BORROWER; AMOUNTS PAYABLE; GENERAL AGREEMENTS 12 Section 4.01. The Loan 12 Section 4.02. Sufficiency of Loan Amounts 12 Section 4.03. Commencement of Loan Agreement Term 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 13 Section 4.06. Disbursement of funds from Project Fund 13 Section 4.07. Designee of Issuer for Loan Repayments 13 Section 4.08. Loan Repayments; Term of Loan 13 Section 4.09. Unconditional Obligation to Pay Loan Repayments 14 Section 4.10. Optional Prepayment 15 Section 4.11. Arbitrage Certification 15 ARTICLE V SOURCE OF PAYMENT 15 Section 5.01. Source of Payment 15 Section 5.02. Levy of Tax 15 ARTICLE VI LOAN DEFAULTS AND REMEDIES 16 Section 6.01. Loan Defaults 16 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 17 Section 6.05. Applications of Moneys 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 17 Section 6.07. Retention of the Issuer’s Rights 17 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDORXXXXXX’S WARRANTIES; INDEMNIFICATION 18 Section 8.01. Disclaimer of Warranties 18 Section 8.02. Warranties 18 Section 8.03. Indemnity and Hold Harmless Provisions 18 Section 8.04. Reimbursement of Issuer and Trustee 18 ARTICLE IX MISCELLANEOUS 19 Section 9.01. Notices 19 Section 9.02. Binding Effect 19 Section 9.03. Severability 20 Section 9.04. Amendments, Changes and Modifications 20 Section 9.05. Execution in Counterparts 20 Section 9.06. Applicable Law 20 Section 9.07. Consent and Approvals 20 Section 9.08. Captions 20 Section 9.09. Benefits of Loan Agreement 20 Section 9.10. Refunding Bonds 20 Section 9.11. Further Assurances 20 Exhibit A — Description of the Loan Exhibit B — Debt Service Schedule Exhibit C — Copy of Borrower's Loan Resolution Exhibit D — Copy of Opinion of Counsel to the Borrower Exhibit E — Form of Request for Disbursement Exhibit F — Approval of Bank Exhibit G — Approval of Director of State and Local Finance Exhibit H — Borrower’s Tax Exemption Agreement LOAN AGREEMENT $5,000,000 The Public Building Authority of the City of Clarksville, Tennessee Local Government Loan Program Bond, Series 2015 (City of Millington Loan) This Loan Agreement (the "Loan Agreement"), dated as of August , 2015 and entered into by and among THE PUBLIC BUILDING AUTHORITY OF THE CITY OF CLARKSVILLE, TENNESSEE, a public, nonprofit corporation organized and existing under the laws of the State of Tennessee (the “Issuer”), the CITY OF MILLINGTON, TENNESSEE, a municipal corporation organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Nashville, Tennessee, a national banking association (the "Bank") (collectively, the "Parties"):

REPRESENTATIONS AND COVENANTS OF BORROWER. 5 Section 3.01. Representations of Borrower 5 Section 3.02. Particular Covenants of the Borrower 7 ARTICLE IV LOAN TO BORROWER; AMOUNTS PAYABLE; GENERAL AGREEMENTS 12 Section 4.01. The Loan 12 Section 4.02. Sufficiency of Loan Amounts 12 Section 4.03. Commencement of Loan Agreement Term 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 13 Section 4.06. Disbursement of funds from Project Fund 13 Section 4.07. Designee of Issuer for Loan Repayments 13 Section 4.08. Loan Repayments; Term of Loan 13 Section 4.09. Unconditional Obligation to Pay Loan Repayments 14 Section 4.10. Optional Prepayment 15 Section 4.11. Arbitrage Certification 15 ARTICLE V SOURCE OF PAYMENT 15 Section 5.01. Source of Payment 15 Section 5.02. Levy of Tax 15 ARTICLE VI LOAN DEFAULTS AND REMEDIES 16 Section 6.01. Loan Defaults 16 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 17 Section 6.05. Applications of Moneys 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 17 Section 6.07. Retention of the Issuer’s Rights 17 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; INDEMNIFICATION 18 Section 8.01. Disclaimer of Warranties 18 Section 8.02. Warranties 18 Section 8.03. Indemnity and Hold Harmless Provisions 18 Section 8.04. Reimbursement of Issuer and Trustee 18 ARTICLE IX MISCELLANEOUS 19 Section 9.01. Notices 19 Section 9.02. Binding Effect 19 Section 9.03. Severability 20 Section 9.04. Amendments, Changes and Modifications 20 Section 9.05. Execution in Counterparts 20 Section 9.06. Applicable Law 20 Section 9.07. Consent and Approvals 20 Section 9.08. Captions 20 Section 9.09. Benefits of Loan Agreement 20 Section 9.10. Refunding Bonds 20 Section 9.11. Further Assurances 20 Exhibit A — Description of the Loan Exhibit B — Debt Service Schedule Exhibit C — Copy of Borrower's Loan Resolution Exhibit D — Copy of Opinion of Counsel to the Borrower Exhibit E — Form of Request for Disbursement Exhibit F — Approval of Bank Exhibit G — Approval of Director of State and Local Finance Exhibit H — Borrower’s Tax Exemption Agreement Certificate LOAN AGREEMENT $5,000,000 4,800,000 The Public Building Authority of the City of Clarksville, Tennessee Local Government Loan Program Bond, Series 2015 2017 (City of Millington School Loan) This Loan Agreement (the "Loan Agreement"), dated as of August December , 2015 2017 and entered into by and among THE PUBLIC BUILDING AUTHORITY OF THE CITY OF CLARKSVILLE, TENNESSEE, a public, nonprofit corporation organized and existing under the laws of the State of Tennessee (the “Issuer”), the CITY OF MILLINGTON, TENNESSEE, a municipal corporation organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Nashville, Tennessee, a national banking association (the "Bank") (collectively, the "Parties"):