REPRESENTATIONS AND COVENANTS OF BORROWER. SECTION 2.01. Representations of Borrower 6 SECTION 2.02. Particular Covenants of Borrower 9 SECTION 3.01. Loan; Loan Term 14 SECTION 3.02. Disbursement of Loan Proceeds 14 SECTION 3.03. Amounts Payable 15 SECTION 3.04. Unconditional Obligations 16 SECTION 3.05. Loan Agreement to Survive Loan 16 SECTION 3.06. Disclaimer of Warranties and Indemnification 16 SECTION 3.07. Option to Prepay Loan Repayments 17 SECTION 3.08. Priority of Loan and Trust Loan 17 SECTION 3.09. Approval of the New Jersey State Treasurer 18 SECTION 4.01. Assignment and Transfer by State 19 SECTION 4.02. Assignment by Borrower 19
REPRESENTATIONS AND COVENANTS OF BORROWER. Section 2.01 Representations of Borrower 5 Section 2.02 Particular Covenants of the Borrower 8
REPRESENTATIONS AND COVENANTS OF BORROWER. Borrower hereby represents to and agrees with Lender as follows:
(a) Borrower owns the Collateral as sole owner, free and clear of any Liens, other than Permitted Liens.
(b) So long as any Obligations remain unpaid, Borrower agrees not to sell, assign or transfer the Collateral, other than sales of Collateral in the ordinary course of business, and to maintain it free and clear of any Liens, other than Permitted Liens.
REPRESENTATIONS AND COVENANTS OF BORROWER. Section 2.01 Representations of Borrower 5 Section 2.02 Particular Covenants of the Borrower 8 Section 3.01 The Loan 11 Section 3.02 Availability of Funds 11 Section 3.03 Disbursements and Capitalized Interest 11 Section 3.04 Amounts Payable 13 Section 3.05 Sources of Payment 15 Section 3.06 Unconditional Obligations 15 Section 3.07 Loan Commitment 16 Section 3.08 Reduction of Loan Commitment 16 Section 3.09 Disclaimer of Warranties 17 Section 3.10 Prepayments 17 Section 3.11 Assignment 17
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 11 Section 4.01. The Loan 11 Section 4.02. Sufficiency of Loan Amounts 11 Section 4.03. Commencement of Loan Agreement Term 11 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 12 Section 4.06. Disbursement of funds from Project Fund 12 Section 4.07. Designee of Issuer for Loan Repayments 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 14 Section 4.11. Arbitrage Certification 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 15 Section 6.01. Loan Defaults 15 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 16 Section 6.05. Applications of Moneys 16 Section 6.06. No Remedy Exclusive; Waiver; Notice 16 Section 6.07. Retention of the Issuer’s Rights 16 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; INDEMNIFICATION 17 Section 8.01. Disclaimer of Warranties 17 Section 8.02. Warranties 17 Section 8.03. Indemnity and Hold Harmless Provisions 17 Section 8.04. Reimbursement of Issuer and Trustee 17 ARTICLE IX MISCELLANEOUS 18 Section 9.01. Notices 18 Section 9.02. Binding Effect 19 Section 9.03. Severability 19 Section 9.04. Amendments, Changes and Modifications 19 Section 9.05. Execution in Counterparts 19 Section 9.06. Applicable Law 19 Section 9.07. Consent and Approvals 19 Section 9.08. Captions 19 Section 9.09. Benefits of Loan Agreement 19 Section 9.10. Refunding Bonds 19 Section 9.11. Further Assurances 19 Exhibit A — Description of the Loan Exhibit B — 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 Local Government Finance Exhibit H — Borrower’s Tax Certificate This Loan Agreement (the "Loan Agreement"), dated as of April , 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 or...
REPRESENTATIONS AND COVENANTS OF BORROWER. Borrower hereby represents to and agrees with Lender as follows:
a. Borrower owns the Collateral as sole owner, free and clear of any Liens, other than Permitted Liens.
b. So long as any Obligations remain unpaid, Borrower agrees not to sell, assign or transfer the Collateral, other than sales of Collateral in the ordinary course of business, and to maintain it free and clear of any Liens, other than Permitted Liens.
REPRESENTATIONS AND COVENANTS OF BORROWER. SECTION 2.01.
REPRESENTATIONS AND COVENANTS OF BORROWER. The Borrower makes the following representations and covenants, in addition to those elsewhere set forth herein, as the basis for the undertakings on the part of the Lender contained herein:
(a) The Borrower is a municipal corporation or political subdivision, as appropriate, duly created and existing under the laws of the State of Tennessee, and has full legal right, power and authority (i) to conduct its business and own its properties, (ii) to enter into this Loan Agreement, and (iii) to carry out and consummate all other transactions contemplated by this Loan Agreement.
(b) With respect to the authorization, execution and delivery of this Loan Agreement, the Borrower has complied and will comply with all applicable laws of the State of Tennessee.
(c) The Borrower has duly approved the execution and delivery of this Loan Agreement and has authorized the taking of any and all action as may be required on the part of the Borrower to carry out, give effect to and consummate the transactions contemplated by this Loan Agreement.
(d) This Loan Agreement has been duly authorized, executed and delivered by the Borrower and, assuming due authorization, execution and delivery by the Lender, will constitute a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally or by such principles of equity as the court having jurisdiction may impose with respect to certain remedies which require or may require enforcement by a court of equity and no other authorization is required.
(e) There is no action, suit, proceedings, inquiry on investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Borrower, threatened against the Borrower, nor is there any basis therefor, (i) affecting the creation, organization or existence of the Borrower or the title of its officers to their respective offices, (ii) seeking to prohibit, restrain or enjoin the execution or delivery of this Loan Agreement or (iii) in any way contesting or affecting the validity or enforceability of this Loan Agreement or any agreement or instrument relating to any of the foregoing or used or contemplated for use in the consummation of the transactions contemplated by any of the foregoing.
(f) The Borrower is not in any material respect in breach of or in default under any applic...
REPRESENTATIONS AND COVENANTS OF BORROWER. SECTION 2.01. Representations of Borrower 6 SECTION 2.02. Particular Covenants of Borrower 9 SECTION 3.02. Disbursement of Loan Proceeds 14 SECTION 3.03. Amounts Payable 15 SECTION 3.03A. Unexpended Project Funds 16 SECTION 3.04. Unconditional Obligations 16 SECTION 3.05. Loan Agreement to Survive Loan 17 SECTION 3.06. Disclaimer of Warranties and Indemnification 17 SECTION 3.07. Option to Prepay Loan Repayments 18 SECTION 3.08. Priority of Loan and I-Bank Loan 18 SECTION 3.09. Approval of the New Jersey State Treasurer 19
REPRESENTATIONS AND COVENANTS OF BORROWER. Section 2.01 Representations of Borrower 6
