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 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 organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and [NAME OF BANK], , Tennessee, a banking 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 11 12 Section 4.01. The Loan 11 12 Section 4.02. Sufficiency of Loan Amounts 11 12 Section 4.03. Commencement of Loan Agreement Term 11 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 12 13 Section 4.06. Disbursement of funds from Project Fund 12 13 Section 4.07. Designee of Issuer for Loan Repayments 12 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 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 15 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; VENDORXXXXXX’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 the Division of Local Government Finance Exhibit H — Borrower’s Tax Certificate This Loan Agreement (the "Loan Agreement"), dated as of April May , 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 TOWN OF MILLINGTONASHLAND CITY, TENNESSEE, a municipal corporation organized and duly existing under the laws of the State of Tennessee (the "Borrower" or the "City"), and [NAME OF BANK]SECURITY BANK AND TRUST COMPANY, Paris, Tennessee, a banking 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 11 12 Section 4.01. The Loan 11 12 Section 4.02. Sufficiency of Loan Amounts 11 12 Section 4.03. Commencement of Loan Agreement Term 11 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 12 13 Section 4.06. Disbursement of funds from Project Fund 12 13 Section 4.07. Designee of Issuer for Loan Repayments 12 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 14 15 Section 4.11. Arbitrage Certification 14 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 15 16 Section 6.01. Loan Defaults 15 16 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 16 17 Section 6.05. Applications of Moneys 16 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 16 17 Section 6.07. Retention of the Issuer’s Rights 16 17 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDORXXXXXX’S WARRANTIES; INDEMNIFICATION 17 18 Section 8.01. Disclaimer of Warranties 17 18 Section 8.02. Warranties 17 18 Section 8.03. Indemnity and Hold Harmless Provisions 17 18 Section 8.04. Reimbursement of Issuer and Trustee 17 18 ARTICLE IX MISCELLANEOUS 18 19 Section 9.01. Notices 18 19 Section 9.02. Binding Effect 19 Section 9.03. Severability 19 20 Section 9.04. Amendments, Changes and Modifications 19 20 Section 9.05. Execution in Counterparts 19 20 Section 9.06. Applicable Law 19 20 Section 9.07. Consent and Approvals 19 20 Section 9.08. Captions 19 20 Section 9.09. Benefits of Loan Agreement 19 20 Section 9.10. Refunding Bonds 19 20 Section 9.11. Further Assurances 19 20 Exhibit A — Description of the Loan Exhibit B — Repayment Exhibit 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 Government Finance Exhibit H — BorrowerXxxxxxxx’s Tax Certificate This Loan Agreement (the "Loan Agreement"), dated as of April December , 2021 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 [NAME OF BANK]FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Nashville, Tennessee, a national banking corporation 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 11 12 Section 4.01. The Loan 11 12 Section 4.02. Sufficiency of Loan Amounts 11 12 Section 4.03. Commencement of Loan Agreement Term 11 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 12 13 Section 4.06. Disbursement of funds from Project Fund 12 13 Section 4.07. Designee of Issuer for Loan Repayments 12 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 14 15 Section 4.11. Arbitrage Certification 14 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 15 16 Section 6.01. Loan Defaults 15 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 16 17 Section 6.05. Applications of Moneys 16 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 16 17 Section 6.07. Retention of the Issuer’s Rights 16 17 ARTICLE VII TITLE TO PROJECT 17 18 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; INDEMNIFICATION 17 18 Section 8.01. Disclaimer of Warranties 17 18 Section 8.02. Warranties 17 18 Section 8.03. Indemnity and Hold Harmless Provisions 17 18 Section 8.04. Reimbursement of Issuer and Trustee 17 18 ARTICLE IX MISCELLANEOUS 18 19 Section 9.01. Notices 18 19 Section 9.02. Binding Effect 19 20 Section 9.03. Severability 19 20 Section 9.04. Amendments, Changes and Modifications 19 20 Section 9.05. Execution in Counterparts 19 20 Section 9.06. Applicable Law 19 20 Section 9.07. Consent and Approvals 19 20 Section 9.08. Captions 19 20 Section 9.09. Benefits of Loan Agreement 19 20 Section 9.10. Refunding Bonds 19 20 Section 9.11. Further Assurances 19 20 Exhibit A — Description of the Loan Exhibit B — Repayment Exhibit 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 Government Finance Exhibit H — Borrower’s Tax Certificate This Loan Agreement (the "Loan Agreement"), dated as of April March , 2021 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 [NAME OF BANK]FIRST HORIZON TE1, , TennesseeLLC, a banking corporation subsidiary of First Horizon Bank, Nashville, 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 11 12 Section 4.01. The Loan 11 12 Section 4.02. Sufficiency of Loan Amounts 11 12 Section 4.03. Commencement of Loan Agreement Term 11 12 Section 4.04. Loan Closing Submissions 12 Section 4.05. Evidence of Loan 12 13 Section 4.06. Disbursement of funds from Project Fund 12 13 Section 4.07. Designee of Issuer for Loan Repayments 12 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 14 15 Section 4.11. Arbitrage Certification 14 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 15 16 Section 6.01. Loan Defaults 15 16 Section 6.02. Notice of Default 16 Section 6.03. Remedies on Default 16 Section 6.04. Attorney’s Fees and Other Expenses 16 17 Section 6.05. Applications of Moneys 16 17 Section 6.06. No Remedy Exclusive; Waiver; Notice 16 17 Section 6.07. Retention of the Issuer’s Rights 16 17 ARTICLE VII TITLE TO PROJECT 17 ARTICLE VIII DISCLAIMER OF WARRANTIES; VENDOR’S WARRANTIES; INDEMNIFICATION 17 18 Section 8.01. Disclaimer of Warranties 17 18 Section 8.02. Warranties 17 18 Section 8.03. Indemnity and Hold Harmless Provisions 17 18 Section 8.04. Reimbursement of Issuer and Trustee 17 18 ARTICLE IX MISCELLANEOUS 18 19 Section 9.01. Notices 18 19 Section 9.02. Binding Effect 19 Section 9.03. Severability 19 20 Section 9.04. Amendments, Changes and Modifications 19 20 Section 9.05. Execution in Counterparts 19 20 Section 9.06. Applicable Law 19 20 Section 9.07. Consent and Approvals 19 20 Section 9.08. Captions 19 20 Section 9.09. Benefits of Loan Agreement 19 20 Section 9.10. Refunding Bonds 19 20 Section 9.11. Further Assurances 19 20 Exhibit A — Description of the Loan Exhibit B — Repayment Exhibit 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 Government Finance Exhibit H — Borrower’s Tax Certificate Exemption Agreement This Loan Agreement (the "Loan Agreement"), dated as of April August , 2021 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 [NAME OF BANK]FIRST TENNESSEE BANK NATIONAL ASSOCIATION, Nashville, Tennessee, a national banking corporation association (the "Bank") (collectively, the "Parties"):