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02. LOC Agreement LINE OF CREDIT AGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND PNC BANK, NATIONAL ASSOCIATION Dated as of September 15, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS....................................................................................2 SECTION 1.02. INTERPRETATION ..........................................................................8 SECTION 1.03. TITLES AND HEADINGS................................................................8 ARTICLE 11 REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.01. REPRESENTATIONS BY THE COUNTY......................................9 SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER..................................10 SECTION 2.03. PROVISION OF CERTAIN FINANCIAL INFORMATION.........10 SECTION 2.04. MASTER NOTE AND DRAWS NOT TO BE INDEBTEDNESS OF THE COUNTY OR STATE ..................10 SECTION 2.05. GRANT PROCEEDS ACCOUNT; PAYMENT COVENANT ......I I SECTION 2.06. RATE COVENANT.........................................................................12 SECTION 2.07. ADDITIONAL INDEBTEDNESS...................................................12 SECTION 2.08 OTHER COVENANTS....................................................................12 ARTICLE III DESCRIPTION OF MASTER NOTE AND DRAWS; PAYMENT TERMS; OPTIONAL PREPAYMENT; INTEREST RATE REPLACEMENT; DETERMINATION OF TAXABILITY SECTION 3.01. DESCRIPTION OF THE MASTER NOTE AND DRAWS ...........14 SECTION 3.02. OPTIONAL PREPAYMENT; MANDATORY PREPAYMENT ..........................................................................16 SECTION 3.03. INTEREST RATE REPLACEMENT PROVISIONS. ....................17 SECTION 3.04. DETERMINATION OF TAXABILITY..........................................18 ARTICLE IV CONDITIONS FOR DRAWS SECTION 4.01. CONDITIONS FOR DRAWS..........................................................19 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT..................................................................21 SECTION 5.02. REMEDIES ......................................................................................22 i ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THIS AGREEMENT; AMENDMENTS, CHANGES OR MODIFICATIONS TO THE BOND RESOLUTION................23 SECTION 6.02. COUNTERPARTS...........................................................................23 SECTION 6.03. SEVERABILITY..............................................................................23 SECTION 6.04. TERM OF AGREEMENT................................................................23 SECTION 6.05. NOTICE OF CHANGES IN FACT .................................................24 SECTION6.06. NOTICES..........................................................................................24 SECTION 6,07. APPLICABLE LAW........................................................................24 SECTION 6.08. INCORPORATION BY REFERENCE...........................................24 SECTION 6.09. ASSIGNMENT.................................................................................24 SECTION 6.10. WAIVER OF JURY TRIAL; APPLICABLE LAW AND JURISDICTION..........................................................................24 SECTION 6.11. USA PATRIOT ACT COMPLIANCE NOTIFICATION. ..............25 SECTION 6.12. NO ADVISORY OR FIDUCIARY ROLE......................................25 SECTION 6.13. BUSINESS DAYS............................................................................26 EXHIBITS A - FORM OF DRAW CERTIFICATE B - FORM OF MASTER NOTE C - FORM OF DRAW REQUEST ii This LINE OF CREDIT AGREEMENT (this "Agreement") is made and entered into as of September 15, 2022, by and between MONROE COUNTY, FLORIDA, a political subdivision of the State of Florida duly organized and validly existing under the laws of the State of Florida, and its successors and assigns (the "County"), and PNC BANK,NATIONAL ASSOCIATION, a national banking association duly organized and validly existing under the laws of the United States of America and authorized to do business in the State of Florida, and its successors and assigns (the "Noteholder"); WITNESSETH: WHEREAS, the County has determined to acquire, construct and equip various capital improvements at the Key West International Airport in connection with the Concourse A Expansion, as more particularly described in the plans and specifications on file with the County (the "Project"); WHEREAS, there is a need by the County to finance a portion of the Costs (as defined herein) of the Project with a shorter-term debt instrument secured by, among other sources of security, proceeds of certain anticipated grants; WHEREAS, the County is authorized by the provisions of Chapter 125, Florida Statutes, and other applicable provisions of law (the "Act") to, among other things, borrow money to finance and refinance Costs of the Project; WHEREAS, the Notcholder is willing to make available to the County, and the County is willing to enter into, a non-revolving line of credit arrangement pursuant to the terms and provisions of this Agreement in an aggregate principal amount of not exceeding $10,000,000 (unless such not to exceed amount is subsequently reduced. by a written amendment hereto pursuant to Section 6.01 hereof) under which the County may draw moneys from time to time to finance or refinance Costs of the Project; and WHEREAS, any indebtedness incurred by the County pursuant to the terms of this Agreement shall not be or constitute an indebtedness of the County, the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be solely secured by and payable from the Grant Proceeds, Net Revenues and Eligible PFC Revenues (as such capitalized terms are defined herein), as herein provided, and the Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form on any property therein to pay any amounts due hereunder or the interest thereon. NOW, THEREFORE, THIS AGREEMENT WITNESSETH: That the parties hereto, intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, DO HEREBY AGREE as follows: ARTICLE I DEFINITION OF TERMS SECTION 1.01. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings in this Article I specified, unless the context clearly otherwise requires. "Act" shall mean Chapter 125, Florida Statutes, and other applicable provisions of law. "Agreement" shall mean this Line of Credit Agreement, dated as of September 15, 2022, by and between the County and the Noteholder and any and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Airport" shall mean the real property and airport and aviation facilities constituting the existing Key West International Airport, the Project, and all additional projects and capital improvements to the Airport. "Airport Director" shall mean the Senior Director of Airports for the County, or his or her duly authorized designee. "Applicable Rate" shall mean the Term SOFR Rate for the Term SOFR Interest Period for the relevant Term SOFR Determination Date with said Term SOFR Rate to be adjusted thereafter based on the Term SOFR Rate for each subsequent Term SOFR Determination Date, which rate shall be effective on the commencement of the next succeeding Term SOFR Interest Period. Notwithstanding the foregoing, in no event will the Applicable Rate be less than the Floor. "Authorized Officer" shall mean the Mayor, the Clerk, the County Administrator or the Airport Director. "Base Rate" shall mean the higher of(A) the Prime Rate, and (B) the sum of the Overnight Bank Funding Rate plus 50 basis points (0.50%);provided, however, if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero. If and when the Base Rate as determined above changes, the rate of interest with respect to any amounts hereunder to which the Base Rate applies will change automatically without notice to the Borrower, effective on the date of any such change. "Benchmark" shall mean, at any time, any interest rate index (or tenor of an interest rate index) then used in the determination of an interest rate under the terms of this Agreement. Once a Benchmark Replacement becomes effective under this Agreement, it is a Benchmark. "Benchmark Replacement" shall mean, for any Benchmark, the sum of (a) an alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case that has been selected by the Noteholder as the replacement for such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the official sector or any official sector-sponsored committee or working group, for U.S. dollar-denominated credit facilities at such time; provided that, if the Benchmark Replacement as determined pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of the Draws, the Master Note, and this Agreement. "Benchmark Transition Event" shall mean a public statement or publication by or on behalf of the administrator of a Benchmark, the regulatory supervisor of such administrator, the Board of Governors of the Federal Reserve System, NYFRB, an insolvency official or resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark., announcing or stating that (a) such administrator has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that at the time of such statement or publication there is no successor administrator that will continue to provide such Benchmark or (b) such Benchmark is or will no longer be representative. "Board" shall mean the Board of County Commissioners of Monroe County, Florida. "Bond Counsel" shall mean Nabors, Giblin &Nickerson, P.A., Tampa, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America. "Bond Resolution" shall mean Resolution No. 206A-2022 adopted by the Board on August 17, 2022, as supplemented, and as the same may be amended or supplemented from time to time. "Business Day" shall mean any day other than a Saturday or Sunday or a legal holiday on which the Noteholder is authorized or required by law to be closed for business in Florida. "Clerk" shall mean the Clerk of the Circuit Court and Comptroller in and for Monroe County, Florida and ex-officio Clerk to the Board, or his or her authorized designee, including any Deputy Clerk. "Conversion Date" shall mean September 15, 2025. 3 "Costs," when used in connection with the Project, shall mean all expenses associated with the acquisition, construction, installation, reconstruction, renewal or replacement thereof, including without limitation: (i) land and interests therein, property rights, and easements of any nature whatsoever; (ii) physical construction, reconstruction, renewal, replacement or completion; (iii) acquisition and installation of machinery, equipment and other tangible personal property; (iv) planning, architectural, engineering, surveying, legal, environmental. and other consultant services; (v) fees and expenses associated with the issuance County debt; (vi) interest accruing on County debt for such period of time as the County deems appropriate; and (vii) all other expenses that are properly attributable thereto under generally accepted accounting principles, including reimbursement to the County for any moneys advanced for such purpose and interest on any interfund loan for such purposes. "County" shall mean Monroe County, Florida, a political subdivision of the State of Florida duly organized and validly existing under the laws of the State of Florida. "County Administrator" shall mean the County Administrator of the County, or his or her authorized designee. "Date of Issuance" shall mean, in the case of each Draw the date such Draw is funded. The Date of Issuance for each Draw will be set forth in the corresponding Draw Request. "Default Rate" shall mean the lesser of(i) the greater of(A) the Prime Rate plus three percent (3%)per annum, or(B)the Overnight Bank Funding Rate plus three and one- half percent(3.5%)per annum, or (C) seven percent(7%)per annum, or(ii) the maximum rate permitted by applicable law. "Determination of Taxability" shall mean the circumstance of interest paid or payable on a Draw against the Tax-Exempt Master Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a consequence of any act or omission of the County. A Determination of Taxability will be deemed to have occurred upon (a) the receipt by the County or the Noteholder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency or other official letter or correspondence from the Internal Revenue Service which holds that any interest payable on such Draw is includable in the gross income of such Noteholder; (b) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on such Draw is includable in the gross income of the Noteholder; or (c) receipt by the County or the Noteholder of an opinion of a Bond Counsel that any interest on such Draw has become includable in the gross income of the Noteholder for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on such Draw is deemed includable in the gross income of the Noteholder. 4 "Draw" or "Drawing" shall mean a borrowing of money against either of the Master Notes in accordance with this Agreement. "Draw Certificate" shall mean the certificate of the County required to be delivered with respect to each Draw pursuant to Section 4.01(a) hereof, the form of which is attached hereto as Exhibit A. "Draw-Down Period" shall mean the period commencing on the date of this Agreement and ending on the Business Day immediately preceding the Conversion Date. "Draw Request" shall mean the written request of the County to the Noteholder to make a Draw against either of the Master Notes pursuant to Section 4.01(a) hereof and approved by the Noteholder, the form of which is attached hereto as Exhibit C. "Eligible PFC Revenues" shall have the meaning ascribed thereto in the Bond Resolution. "Event of Default" shall have the meaning ascribed thereto in Section 5.01 hereof. "Final Maturity Date" shall mean September 15, 2028. "Fiscal Year" shall mean the 12-month period commencing on October I of any year and ending on September 30 of the immediately succeeding year. "Floor" shall mean a rate of interest equal to 0 basis points (0.00%) per annum. "Grant Proceeds" shall mean the proceeds of any Airport Improvement Program entitlement grants allocated to, programmed for, awarded in, or received by the County in Fiscal Years 2026 through and including Fiscal Year 2028, the proceeds of any Bipartisan Infrastructure Law entitlement grants allocated to, programmed for, awarded in, or received by the County in Fiscal Year 2026 and the proceeds of any Bipartisan Infrastructure Law competitive airport terminal grants allocated to, programmed for, awarded in, or received by the County in Fiscal Years 2023 through and including Fiscal Year 2028. "Interest Rate" shall mean the Tax-Exempt Interest Rate or Taxable Interest Rate, whichever is applicable, with respect to a particular Draw. "Master Notes" shall mean, collectively, the Tax-Exempt Master Note and the Taxable Master Note. "Mayor" shall mean the Mayor of the Board or, in his or her absence or unavailability, the Mayor Pro Tem of the Board or such other person as may be duly authorized to act on either's behalf. 5 "Net Revenues" shall have the meaning ascribed thereto in the Bond Resolution. "Noteholder" shall mean PNC Bank, National Association and its successors and assigns. "Note Resolution" shall mean Resolution No. 241-2022 adopted by the Board on August 17, 2022, which, among other things, authorized the execution and delivery of this Agreement and the issuance of the Master Note. "NYFRB" shall mean the Federal Reserve Bank of New York. "Overnight Bank Funding Rate" shall mean, for any day, the rate comprised of both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Noteholder for the purpose of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason, no longer exist, a comparable replacement rate determined by the Noteholder at such time(which determination shall be conclusive absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate without notice to the County. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, governmental entity or other legal entity. "Prime Rate" means the rate publicly announced by the Noteholder from time to time as its prime rate. The Prime Rate is determined from time to time by the Noteholder as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external rate of interest or index and does not necessarily reflect the lowest rate of interest actually charged by the Noteholder to any particular class or category of customers. "Repayment Period" shall mean the period commencing on the Conversion Date and ending on the Final Maturity Date. "Series 2022 Bonds" shall mean the Monroe County, Florida Airport Revenue Bonds (Key West International Airport), Series 2022 (AMT) issued pursuant to the Bond Resolution. 6 "SOFR" shall mean a rate equal to the secured overnight financing rate as administered by the NYFRB (or a successor administrator of the secured overnight financing rate). "SOFR Reserve Percentage" shall mean, for any day, the maximum effective percentage in effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR funding. "State" shall mean the State of Florida. "Taxable Interest Rate" shall mean the sum of the Applicable Rate, as the same shall be adjusted monthly as provided in Section 3.01(d) hereof, plus 0.79%per annum, as the same may be adjusted as provided in Section 3.03 and Section 5.02(c) hereof. The Taxable Interest Rate shall apply with respect to Draws against the Taxable Master Note. "Taxable Master Note" shall mean the Monroe County, Florida Taxable Master Airport Revenue Note (PNC Bank, National Association Line of Credit), Series 2022 authorized to be issued by the Note Resolution and more particularly described in Section 3.01. hereof. "Tax-Exempt Interest Rate" shall mean the per annum rate equal to the sum of seventy-nine percent (79%) of the Applicable Rate, as the same shall be adjusted monthly as provided in Section 3.01(d) hereof, plus 0.73% per annum, and as the same may be adjusted as provided in Section 3.03, Section 3.04 and Section 5.02(c) hereof. The Tax- Exempt Interest Rate shall apply with respect to Draws against the 'Fax-Exempt Master Note. "Tax-Exempt Master Note" shall mean the Monroe County, Florida Tax-Exempt Master Airport Revenue Note (PNC Bank, National Association Line of Credit), Series 2022 (AMT) authorized to be issued by the Note Resolution and more particularly described in Section 3.01 hereof. "Term SOFR Administrator" shall mean CME Group Benchmark Administration Limited(CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Noteholder in its reasonable discretion). "Term SOFR Determination Date" shall mean a day that is two(2).Business Days prior to the first day of each Term SOFR Interest Period. "Term SOFR Interest Period" shall mean (a) initially, the period commencing on September 15, 2022 and ending on October 2, 2022, and (b) thereafter, a period commencing on the first Business Day of each month, commencing October 3, 2022 and ending on the day immediately preceding the first Business Day of the next calendar month. 7 Each successive calendar month period (or portion thereof with respect to the final Term SOFR Interest Period) during the term of this Agreement (including any extensions thereof) shall constitute a separate Term SOFR Interest Period. "Term SOFR Rate" shall mean for any Term SOFR Interest Period, the interest rate per annurn determined by the Noteholder by dividing (the resulting quotient rounded upwards, at the Noteholder's discretion, to the nearest 1/100th or 1%) (a) the Term SOFR Reference Rate, as published by the Term SOFR Administrator on the Term SOFR Determination Date, by (b) a number equal to 1.00 minus the SOFR Reserve Percentage. If the Tenn SOFR Reference Rate has not been published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR Reference Rate shall be the Term SOFR Reference Rate on the first Business Day preceding such Term SOFR Determination Date for which such Term SOFR Reference Rate was published in accordance herewith, so long as such first preceding Business Day is not more than three Business Days prior to such Tenn SOFR Determination Date. If the Term SOFR Rate, determined as provided above, would be less than the Floor, then the Term SOFR Rate shall be deemed to be the Floor. The Term SOFR Rate shall be adjusted automatically without notice to the County on and as of the first day of each Term SOFR Interest Period. "Term SOFR Reference Rate" the forward-looking one-month term rate based on SOFR. SECTION 1.02. INTERPRETATION. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. SECTION 1.03. TITLES AND HEADINGS. The titles and headings of the articles and sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. [Remainder of page intentionally left blank] 8 ARTICLE 11 REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR NOTES SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County represents, warrants and covenants that: (a) The County is a political subdivision of the State. Pursuant to the Note Resolution, the County has duly authorized the execution and delivery of this Agreement and the Master Notes, the performance by the County of all of its obligations hereunder and under the Master Notes, and the issuance of the Master Notes. (b) The County has complied with all of the provisions of the Constitution and laws of the State, including the Act, and has full power and authority to enter into and consummate all transactions contemplated by the Note Resolution, this Agreement, or under the Master Notes, and to perform all of its obligations hereunder and under the Master Notes. To the best knowledge of the County, the transactions contemplated hereby do not conflict with the terms of any statute, order, rule, regulation, judgment, decree, agreement, instrument or commitment to which the County is a party or by which the County is bound. (c) The County is duly authorized and entitled to issue the Master Notes and execute and deliver this Agreement and, when this Agreement is executed and delivered and the Master Notes are issued in accordance with the terms of this Agreement, this Agreement and the Master Notes will each constitute a legal, valid and binding obligation of the County enforceable in accordance with their respective terms, subject as to enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. (d) There are no actions, suits or proceedings pending or, to the best knowledge of the County, threatened against or affecting the County, at law or in equity, or before or by any governmental authority, that, if adversely determined, would materially impair the ability of the County to perform the County's obligations under this Agreement or under the Master Notes. (e) The financial information concerning the Airport heretofore delivered to the Noteholder is complete and correct and fairly presents the financial condition of the Airport for the period(s) referred to and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period(s) involved. There are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with generally accepted accounting principles), direct or indirect, fixed or contingent, of the Airport as of the date of such financial information which are 9 not reflected therein. There has been no material adverse change in the financial condition or operations of the Airport since the date of such information (and no such material adverse change is pending or threatened, to the County's knowledge), and the County has not guaranteed the obligations of, or made any investment in or loans to, any Person from any portion of the Grant Proceeds or the Net Revenues or the Eligible PFC Revenues except as the Net Revenues and Eligible PFC Revenues have been pledged on a senior basis as security with respect to the Series 2022 Bonds in the manner and to the extent provided in the Bond Resolution and except as otherwise disclosed to the Noteholder. (f) As of the date hereof, the County is in compliance with all covenants contained in this Agreement and the Bond Resolution and there is no Event of Default occurring hereunder or thereunder. SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants and agrees that it is authorized to execute and deliver this Agreement and to perform its obligations hereunder, and such execution and delivery will not constitute a violation of its articles of incorporation or bylaws. Pursuant to the terms and provisions of this Agreement, the Noteholder agrees to establish a non-revolving line of credit on behalf of the County pursuant to which it will make one or more loans to the County for the purpose of financing or refinancing or reimbursing certain Costs of the Project. SECTION 2.03. PROVISION OF CERTAIN FINANCIAL INFORMATION. The County covenants and agrees to provide the following financial information to the Noteholder so long as a Master Note is outstanding hereunder: (a) Within 210 days after the close of each Fiscal Year, annual audited financial statements of both the Airport itself and the County which shall include, as an enterprise fund, financial information concerning the Airport. (b) With the delivery of the financial statements pursuant to Section 2.03(a), a certificate executed by an Authorized Officer certifying that the County is in compliance with all covenants contained in this Agreement and in the Bond Resolution and that there is no Event of Default then occurring hereunder or thereunder. (c) Within 30 days after the close of each Fiscal Year, the adopted annual budget of the County which shall include, as an enterprise fund, financial information concerning the Airport. (d) Upon reasonable request of the Noteholder, such other financial information regarding the Airport or the County as may be requested by the Noteholder. SECTION 2.04. MASTER NOTES AND DRAWS NOT TO BE INDEBTEDNESS OF THE COUNTY OR STATE. The Master Notes, when delivered 10 by the County pursuant to the terms of this Agreement, and the Draws made thereagainst, shall not be or constitute an indebtedness of the County,the State of Florida or any political subdivision or agency thereof,within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be solely secured by and payable from a senior lien on and pledge of the Grant Proceeds and ajunior and subordinate lien on the Net Revenues and Eligible PFC Revenues. The pledge of and lien on the Net Revenues and Eligible PFC Revenues shall be junior and subordinate in all respects to the pledge and lien granted with respect thereto for the benefit of the Series 2022 Bonds and any Additional Bonds (as defined in the Bond Resolution) that are subsequently issued pursuant to the Bond Resolution, all in the manner and to the extent provided in the Bond Resolution. With respect to the Net Revenues and Eligible PFC Revenues, the Master Notes and all Draws made hereunder shall be considered Subordinated Indebtedness (as defined in the Bond Resolution) and any payments required to be made hereunder from Net Revenues shall be made pursuant to Section 4.05(D)(5) of the Bond Resolution after the payments required by Sections 4.05(B) and 4.05(D)(1), (2), (3) and (4) have been made and satisfied. Any payments required to be made hereunder from eligible PFC Revenues shall be made pursuant to Section 4.06 of the Bond Resolution. The Noteholder shall never have the right to compel the exercise of the ad valorem taxing power of the County, or taxation in any form on any property therein to pay the Draws or the interest thereon. The Draws and the Master Notes are special and limited obligations solely payable as to principal and interest from the Grant Proceeds and the Net Revenues and Eligible PFC Revenues in the manner and to the extent provided herein and. in the Bond Resolution. The County does hereby irrevocably pledge the Grant Proceeds, Net Revenues and Eligible PFC Revenues to the payment of the principal of and interest on the Draws in accordance with the provisions hereof, in the manner and to the extent provided herein. Such pledge of and lien on such proceeds and revenues shall attach with respect to each Draw at the time it is made. SECTION 2.05. GRANT PROCEEDS ACCOUNT; PAYMENT COVENANT. (a) The County covenants and agrees to establish an account to be known as the Key West International Airport Grant Proceeds Account (the "Grant Proceeds Account") which Grant Proceeds Account will be held and maintained at the designated office of the Noteholder. The County shall deposit all Grant Proceeds to the Grant Proceeds Account promptly upon receipt. Until expended as provided herein, all amounts on deposit in the Grant Proceeds Account shall be subject to a pledge and. senior lien for the benefit of the Noteholder to secure the County's payment obligations hereunder. The County does hereby irrevocably pledge the amounts on deposit in the Grant Proceeds Account to the payment of the Draws made hereunder and to the payment of the Non-Use Fee (as defined in Section 3.01(t) hereof) in accordance with the provisions hereof. Amounts on deposit in the Grant Proceeds Account shall be applied only to pay principal and interest with respect to the Draws made hereunder and to pay the Non-Use Fee. Amounts on deposit in the Grant Proceeds Account may or shall, as the case may be, be applied by the County to prepay any Draw made hereunder in accordance with Section 3.02 hereof. 11. (b) The County covenants and agrees that it shall duly and punctually pay, or cause to be paid, the principal of and interest on the Draws at the dates and place and to the extent and in the manner provided herein and in the Master Notes according to the true intent and meaning hereof and thereof and all other amounts due under this Agreement. Failure to comply with this Section 2.05 shall result in an Event of Default under Section 5.01(a) hereof. SECTION 2.06. RATE COVENANT. Section 5.03 of the Bond Resolution is hereby incorporated herein by reference. The County covenants and agrees to comply with said Section 5.03 and this Section 2.06 in all respects. If, in any Fiscal Year, the County shall fail to comply with the requirements contained in Section 5.03 of the Bond Resolution as incorporated herein by reference the County shall cause the Airport Consultant (as defined in the Bond Resolution) to review its rates, fees,rentals, charges, income, Gross Revenues, PFCs, Operating and Maintenance Costs (as such capitalized terms are defined in the Bond Resolution) and methods of operation and to make written recommendations as to the methods by which the County may promptly seek to comply with the requirements set forth in Section 5.03 of the Bond Resolution. The County shall forthwith commence to implement such recommendations to the extent required so as to cause it to thereafter comply with said requirements. So long as the County implements such recommendations within 120 days of the receipt thereof, the County's failure to comply with Section 5.03 of the Bond Resolution shall not be considered an Event of Default under Section 5.01 hereof or under Section 7.01 of the Bond Resolution. SECTION 2.07. ADDITIONAL INDEBTEDNESS. The County will not issue or incur any indebtedness that is secured by and payable from the Grant Proceeds without the prior written consent of the Noteholder. Except as otherwise provided in this Section 2.07, the County will not issue or incur any indebtedness that is secured by and payable from the Net Revenues or the Eligible PFC Revenues which is on parity with the pledge thereof and lien thereon granted hereunder for the benefit of the Noteholder without the prior written consent of the Noteholder. The County may, without the consent of the Noteholder, issue any Additional Bonds pursuant to the Bond Resolution to the extent it complies in all respects with Section 6.02 of the Bond Resolution. Notwithstanding the foregoing, the County may issue any indebtedness secured by the Grant Proceeds or the Net Revenues or the Eligible PFC Revenues if the proceeds of such additional indebtedness will be applied to pay, in full, all amounts due to the Noteholder with respect to the Master Notes. The County covenants and agrees to comply with said Section 6.02 and this Section 2.07 in all respects. SECTION 2.08 OTHER COVENANTS. All of the covenants contained in Article V of the Bond Resolution are incorporated herein by reference for the benefit of the Noteholder as if expressly stated herein and will continue to apply so long as a Master Note 12 remains outstanding hereunder. The County covenants and agrees to comply with said Article V in all respects. [Remainder of page intentionally left blank] 13 ARTICLE III DESCRIPTION OF MASTER NOTES AND DRAWS; PAYMENT TERMS; OPTIONAL PREPAYMENT; INTEREST RATE REPLACEMENT; DETERMINATION OF TAXABILITY SECTION 3.01. DESCRIPTION OF THE MASTER NOTES AND DRAWS. (a) At or prior to the date the County makes the initial Draw against the Tax- Exempt Master Note pursuant to Section 4.01(b) of this Agreement, the County shall, pursuant to the authority granted under the Note Resolution, issue and deliver a note to the Noteholder, which note shall be in an amount equal to not exceeding TEN MILLION AND 00/1.00 DOLLARS ($10,000,000) and shall be designated as the "Monroe County, Florida Tax-Exempt Master Airport Revenue Note (PNC Bank, National Association Line of Credit), Series 2022 (AMT)". At or prior to the date the County makes the initial Draw against the Taxable Master Note pursuant to Section 4.01(c) of this Agreement,the County shall, pursuant to the authority granted under the Note Resolution, issue and deliver a note to the Noteholder,which note shall be in an amount equal to not exceeding TEN MILLION AND 001100 DOLLARS ($10,000,000) and shall be designated as the "Monroe County, Florida Taxable Master Airport Revenue Note (PNC Bank., National Association Line of Credit), Series 2022". Notwithstanding anything herein to the contrary, the aggregate principal amount of Draws that may be made against the Master Notes is limited to $10,000,000; provided, however, the aggregate principal amount of Draws that may be made against the Tax-Exempt Master Note may not exceed $8,660,000, unless and until the public approval requirements of Section 147(f) of the Code and the Treasury Regulations promulgated thereunder are met to the Noteholder's satisfaction with respect to the issuance by the County of tax-exempt debt in excess thereof for the Project. The text of each Master Note shall be substantially in the form attached hereto as Exhibit B,with such omissions, insertions and variations as may be necessary and desirable to reflect the particular terms of each Master Note. The provisions of the form of Master Note are hereby incorporated in this Agreement. (b) Each Master Note shall be dated the date of its delivery. Each Master Note shall be executed in the name of the County by the manual signature of the Mayor and the official seal of the County shall be affixed thereto and attested by the manual signature of the Clerk. In case any one or more of the officers who shall have signed or sealed.a Master Note shall cease to be such officer of the County before such Master Note so signed and sealed shall have been actually delivered, such Master Note may nevertheless be delivered as herein provided and may be issued as if the person who signed or sealed such Master Note had not ceased to hold such office. Each Master Note may be signed and sealed on behalf of the County by such person who at the actual time of the execution of the Master Note shall hold the proper office, although at the date the Master Note shall actually be delivered, such person may not have held such office or may have been so authorized. 14 (c) The County shall be entitled to borrow from the Noteholder from time to time in accordance with the terms hereof provided that the aggregate principal amount borrowed hereunder does not exceed TEN MILLION AND 00/100 DOLLARS ($10,000,000). The County and the Noteholder may mutually agree in writing to reduce the aggregate principal amount that may be borrowed hereunder pursuant to Section 6.01 hereof. In such event, the County shall execute and deliver a new Master Note to evidence such reduction. Each Draw made against a Master Note shall be designated as "[Tax- exempt] [Taxable] Draw Number All Draws shall be made by the County in accordance with Article IV hereof. All Draws made against the Tax-Exempt Master Note in accordance with Article IV hereof shall bear interest from the respective Date of Issuance of such Draws, at the Tax-Exempt Interest Rate. All Draws made against the Taxable Master Note in accordance with Article IV hereof shall bear interest from the respective Date of Issuance of such Draws at the Taxable Interest Rate. (d) The Interest Rate shall be adjusted as of the first day of each Term SOFR Interest Period to reflect changes in the Term SOFR Reference Rate as of the applicable Term SOFR Determination Date or any applicable Benchmark Replacement that may be in effect pursuant to Section 3.03 hereof. If the Default Rate is in effect, it shall be adjusted as any of the applicable indices thereof change. During the Draw-Down Period, interest on all Draws made against a Master Note shall be payable quarterly in arrears on the first Business Day of January, April, July and October of each year(each a "Payment Date") so long as any amount under such Master Note remains outstanding, interest on a particular Draw commencing on the first Payment Date which next succeeds the date of such Draw. During the Draw-Down Period, no principal payments are scheduled or due. During the Repayment Period, interest on all Draws made against a Master Note shall continue to be payable quarterly in arrears on each Payment Date, so long as any amount under such Master Note remains outstanding. The County shall also pay principal payments on each Payment Date in an amount equal to the amount on deposit in the Grants Proceeds Account as of the Business Day immediately preceding such Payment Date. Each Draw must be in a principal amount no less than $100,000 and must be made in integral multiples of$10,000 in excess thereof. When all Draws have been paid in full in accordance with the terms hereof and no other Draws may be made hereunder, the Noteholder shall cancel the Master Notes and deliver them to the County or shall otherwise provide evidence to the County that the Master Notes have been cancelled. Interest on all Draws made against a Master Note shall be calculated based upon a year of 360 days and the actual number of days elapsed. (e) All payments of principal of and interest on Draws made against the Master Notes shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Noteholder (i) in immediately available funds, (ii) by delivering to the Noteholder no later than the Payment Date a check or draft of the County, or (iii) in such other manner as 15 the County and the Noteholder shall. agree upon in writing. During the Repayment Period, the County shall instruct the Noteholder to debit principal payments on each scheduled Payment Date directly from the Grant Proceeds Account to repay principal on the Draws made hereunder. (f) During the Draw-Down Period, whenever the aggregate principal amount of Draws that are outstanding hereunder is less than 100% of the maximum aggregate principal amount that may be drawn hereunder, the County will be charged a non-use fee equal to 12 basis points (0.12%) per annum (calculated on the basis of a 360-day year and the actual number of days elapsed) of the principal amount not drawn against the Master Note for each day (the "Non-Use Fee"). Such Non-Use Fee shall be due and payable quarterly in arrears on each Payment Date commencing the first Business Day of January 2023, so long as the outstanding principal amount of Draws hereunder is less than 100% of the maximum aggregate principal amount that may be drawn hereunder. In accordance with Section 3.01(c) and Section 6.01 hereof, the County and the Noteholder may agree in writing to reduce the maximum aggregate principal amount of Draws that may be made hereunder at any time and the Non-Use Fee described hereunder shall be adjusted accordingly. If the County terminates its right to make any further Draws hereunder pursuant to Section 6.04 hereof, the Non-Use Fee shall no longer accrue from the date specified in the County's notice. Except as provided in this Section 3.01(t) and Section 6.01, the Noteholder shall pay for all of its costs, including any legal fees and expenses, relating to servicing and enforcing the line of credit. The County shall pay legal fees of Bryant Miller Olive P.A., counsel for the Noteholder, in the amount not to exceed $12,500 in connection with the execution and delivery of this Agreement and not to exceed $2,500 in connection with the initial Draw against the Tax-Exempt Master Note if not made on the date hereof. SECTION 3.02. OPTIONAL PREPAYMENT; MANDATORY PREPAYMENT. (a) On or after September 15, 2023,the County may prepay and redeem any Draw or all Draws made against a Master Note, in whole or in part, on any date by paying to the Noteholder the principal amount of the Draw to be prepaid, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment, without any prepayment premium or penalty. Each prepayment of a Draw shall be made on such date and in such principal amount as shall be specified by the County in a notice delivered to the Noteholder not less than five (5) Business Days prior thereto specifying the principal amount of the Draw or Draws to be prepaid and the date of such prepayment. Notice having been given as aforesaid, the principal amount of the Draw stated in such notice or the whole thereof,as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid. If on the prepayment date moneys for the payment of Draw or portion thereof to be prepaid, together with interest to the prepayment date on such amount, shall have been paid to the Noteholder as above provided, then from and after the prepayment date interest on such portion of the Draw 16 shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Draw or portion thereof shall continue to bear interest until payment thereof at the rate or rates provided for in this Agreement. (b) During the Repayment Period, the County shall cause the principal amounts outstanding hereunder to be paid on each Payment Date in an amount equal to the amount on deposit in the Grants Proceeds Account as of the Business Day immediately preceding such Payment Date. Such amounts shall be first applied to amounts outstanding under the Taxable Master Note and then to amounts outstanding under the Tax-Exempt Master Note. SECTION 3.03. INTEREST RATE REPLACEMENT PROVISIONS. (a) If the Interest Rate under a Master Note is based on a Benchmark and the Noteholder determines (which determination shall be final and conclusive) that (i) such Benchmark cannot be determined pursuant to its definition other than as a result of a Benchmark Transition Event, or (ii) any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Noteholder with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impracticable for the Noteholder to make or maintain or fund loans based on that Benchmark, then the Noteholder shall give notice thereof to the County. Thereafter, until the Noteholder notifies the County that the circumstances giving rise to such determination no longer exist, the Interest Rate for such Master Note shall be converted to the Base Rate either (X) on the last day of the current Term SOFR Interest Period if the Noteholder may lawfully continue to maintain or fund loans based on that Benchmark to such day, or (Y) immediately if the Noteholder may not lawfully continue to maintain or fund loans based on that Benchmark. (b) Notwithstanding anything to the contrary herein, if the Noteholder deten-nines (which determination shall be final and conclusive) that a Benchmark Transition Event has occurred with respect to a Benchmark, the Noteholder may require an amendment to this Agreement to replace such Benchmark with a Benchmark Replacement. Any such amendment shall be in writing, shall specify the date that the Benchmark Replacement is effective and shall be executed by the County and the Noteholder. Until the Benchmark Replacement is effective, amounts bearing interest with reference to a Benchmark will continue to bear interest with reference to such Benchmark as long as such Benchmark is available, and otherwise such amounts automatically will bear interest as provided in Section 3.03(a) above. (c) The Noteholder shall have the right to make any technical, administrative or operational changes from time to time that the Noteholder decides may be appropriate to reflect the adoption and implementation of SOFR or of any other Benchmark or to permit the use and administration thereof by the Noteholder in a manner substantially consistent with market practice or in such other manner as the Noteholder decides is reasonably 17 necessary. Notwithstanding anything to the contrary herein, any amendments implementing such technical, administrative or operational changes will become effective without any further action or consent of the County. The Noteholder shall provide notice to the County of any such amendment reasonably promptly after such amendment becomes effective. (d) The Noteholder shall notify the Issuer in writing of any adjustments pursuant to this Section 3.03. Notwithstanding any provision of this Section 3.03 to the contrary, in no event shall the Interest Rate for either of the Master Notes exceed the maximum rate allowed by applicable law. SECTION 3.04. DETERMINATION OF TAXABILITY. In the event of a Determination of Taxability, the Tax-Exempt Interest Rate on all Draw amounts outstanding under the Tax-Exempt Master Note, whether then outstanding or funded after the Determination of Taxability, shall be immediately increased to the Taxable Interest Rate; provided, however, such Taxable Interest Rate shall never exceed the maximum rate allowable by law. Immediately upon a Determination of Taxability, the County agrees to pay to the Noteholder, the Additional Amount. "Additional Amount" means (i) the difference between (A) interest on the outstanding drawn amount (which may have increased or decreased during the hereinafter defined Taxable Period) for the period commencing on the date on which the interest on such drawn amount (or portion thereof) is deemed to have lost its tax-exempt status and ending on the effective date of the adjustment of the Tax-Exempt Interest Rate to the Taxable Interest Rate (the "Taxable Period") at a rate per annum equal to the Taxable Interest Rate and (B) the aggregate amount of interest paid on such drawn amount during the Taxable Period at the Tax- Exempt Interest Rate applicable to such drawn amount prior to the adjustment to the Taxable Interest Rate, plus (ii) any penalties, fines, fees, costs and interest paid or payable by the Noteholder to the Internal Revenue Service by reason of such Determination of Taxability. [Remainder of page intentionally left blank] 18 ARTICLE IV CONDITIONS FOR DRAWS SECTION 4.01. CONDITIONS FOR DRAWS. (a) In connection with any Draw, the Noteholder shall not be obligated to make any loan under this Agreement unless at or prior to the date specified for the making thereof the County delivers to the Noteholder a Draw Request of the County's intention to make a Draw at least five (5) Business Days prior to the date specified for such Draw. Such Draw Request shall be substantially in the form attached hereto as Exhibit C. Such Draw Request must be signed by an Authorized Officer in connection with each Draw. On or prior to the date of any Draw, the County shall provide the Noteholder with a certificate signed by an Authorized Officer substantially in the form attached hereto as Exhibit A. (b) On or before the date the initial Draw is made against the Tax-Exempt Master Note, the County shall have caused to be delivered to the Noteholder the Tax-Exempt Master Note and the following items in form and substance acceptable to the Noteholder: (i) An opinion of Bond Counsel to the effect that(A)this Agreement and the Tax-Exempt Master Note, as the case may be, have been duly authorized by the County and are enforceable obligations in accordance with their terms (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like), and(B) subject to certain standard assumptions, interest on the Tax-Exempt Master Note and initial Draw shall be excluded from gross income for federal income tax purposes and will not be treated as a preference item for purposes of computing the alternative minimum tax imposed by Section 55 of the Code (however, the interest on the Tax-Exempt Master Note is subject to the alternative minimum tax and, with respect to certain corporations, interest on the Tax-Exempt Master Note is taken into account in determining the annual adjusted. financial statement income for the purpose of computing the alternative minimum tax imposed on corporations for tax years beginning after December 31, 2022); (ii) An opinion of the County Attorney in form and substance acceptable to the Noteholder and Bond Counsel; (iii) A fully executed Tax Certificate relating to the Tax-Exempt Master Note; (iv) A copy of a completed and executed Form 803 8-G to be filed with the Internal Revenue Service; and (v) Such additional certificates, instruments and other documents as the Noteholder or its Counsel or Bond Counsel, or the County Attorney may deem necessary or appropriate. 19 (c) On or before the date the initial Draw is made against the Taxable Master Note, the County shall have caused to be delivered to the Noteholder the Taxable Master Note and the following items in form and substance acceptable to the Noteholder: (i) An opinion of Bond Counsel to the effect that the Agreement and the Taxable Master Note, as the case may be, have been duly authorized by the County and are enforceable obligations in accordance with their terms (enforceability of such instruments may be subject to standard bankruptcy exceptions and the like); (ii) An opinion of the County Attorney in form and substance acceptable to the Noteholder and Bond Counsel; and (iii) Such additional certificates, instruments and other documents as the Noteholder or its Counsel or Bond Counsel, or the County Attorney may deem necessary or appropriate. (d) Upon satisfaction of the conditions set forth in paragraph (a) and (b) and/or (c) above, the County may borrow funds from the Noteholder in accordance with the terms hereof provided that the aggregate principal amount which may be drawn under this Agreement and against the Master Notes may not exceed TEN MILLION AND 00/100 DOLLARS ($10,000,000) and; provided further, the aggregate principal amount of Draws that may be made against the Tax-Exempt Master Note may not exceed $8,660,000, unless and until the public approval requirements of Section 147(f) of the Code and the Treasury Regulations promulgated thereunder are met to the Noteholder's satisfaction with respect to the issuance by the County of tax-exempt debt in excess thereof for the Project. The County shall apply the proceeds of each Draw only to finance or refinance, or reimburse itself for prior expenditures incurred for, Costs of the Project that are eligible to be paid for or reimbursed from Grant Proceeds and costs related to the preparation, execution and delivery of this Agreement and the issuance of the Master Notes. (e) Each Draw Request shall constitute a covenant and reaffirmation of the County that the warranties and representations in this Agreement and the Master Notes are still true and correct, that the Note Resolution, the Bond Resolution, the Master Notes and this Agreement are in full force and effect and have not been amended, modified or superseded except as provided pursuant to Section 6.01 hereof, that all of the terms and conditions of this Agreement have been and are being complied with, and that no Determination of Taxability and no Event of Default or event which, with the giving of notice or passage of time or both, would constitute an Event of Default hereunder has occurred as of the date of the Draw. [Remainder of page intentionally left blank] 20 ARTICLE V EVENTS OF DEFAULT; REMEDIES SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be deemed to have occurred under this Agreement if: (a) The County shall fail to make timely payment of principal or interest then due on any Draw; (b) Any representation or warranty of the County contained in this Agreement or any certificate provided the Noteholder under Article IV shall prove to be untrue in any material respect on the date made or deemed made; (c) Except as otherwise provided herein, any covenant of the County contained in this Agreement shall be breached or violated for a period of thirty (30) days after the County's notice of such breach or violation, unless the Noteholder shall agree in writing to an extension of such time prior to its expiration; (d) The County shall be in default under the Bond Resolution; (f) There shall occur the dissolution or liquidation of the County, or the filing by the County of a voluntary petition in bankruptcy, or the commission by the County of any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the County for the benefit of its creditors, or appointment of a receiver for the County, or the entry by the County into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the County in any proceeding for its reorganization instituted under the provisions of the Federal bankruptcy Act, as amended, or under any similar act in any jurisdiction which may now be in effect or hereafter amended; (g) Final judgment for the payment of money in the amount of $2,500,000 or more is rendered against the County relating to activities at the Airport, and the County is liable to pay such judgment pursuant to the provisions of Chapter 768, Florida Statutes, or other applicable law, the payment of which would materially adversely affect the County's ability to meet its obligations hereunder (it being agreed that, if insurance or adequate reserves are available to make such payment, such judgment would not materially affect the County's ability to meet its obligation hereunder) and at any time after 90 days from the entry thereof, (i) such judgment shall not have been discharged, or (ii) the County shall not have taken and be diligently prosecuting an appeal therefrom and, to the extent that any final process or proceeding supplementary to enforce such judgment is lawfully available, such process or proceeding has not been stayed pending determination of such appeal; 21 (h) The County shall have taken or permitted to be taken any official action, or shall have duly enacted any ordinance or adopted any resolution, which repudiates, or otherwise denies, that the County has any further liability or obligation under or with respect to any provision hereunder or this Agreement or any material provision of this Agreement shall be held illegal or invalid by any court; or (i) This Agreement is determined to be unenforceable by a competent court of law. SECTION 5.02. REMEDIES. (a) If any Event of Default shall have occurred and be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may either at law or in equity, by suit, action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or granted and contained in this Agreement, and may enforce and compel the performance of all duties required by this Agreement or by any applicable statutes to be perfon,ned by the County or by any officer thereof, including but not limited to specific performance. No remedy herein conferred upon or reserved to the Noteholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No failure or delay by the Noteholder to insist upon the strict performance of any term, covenant or agreement contained herein or in the Master Notes, or to exercise any right,power or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, covenant or agreement or of any such breach, or preclude the Noteholder from exercising any such right, power or remedy at any later time or times. Except as provided in Section 6.01 hereof, the Noteholder shall never have the right to declare either of the Master Notes or any Draws thereunder immediately due and payable. (b) If an Event of Default occurs, the County shall also be obligated to pay as part of the indebtedness evidenced by the Master Notes and Draws thereunder solely from the Grant Proceeds, Net Revenues and Eligible PFC Revenues, all costs of collection and enforcement hereof, including such reasonable attorneys' fees as may be incurred by any Noteholder, including on appeal or incurred in any proceeding under bankruptcy laws as they now or hereafter exist. (c) Upon the occurrence and during the continuation of an Event of Default, in addition to other remedies provided for hereunder, the entire outstanding principal amount of all Draws made against the Master Notes shall bear interest at the Default Rate., the Non- Use Fee shall continue to accrue (only during the Draw-Down Period) so long as the County has not terminated its right to make Draws pursuant to Section 6.04 hereunder, and the Noteholder shall not be obligated to honor any further Draws hereunder. 22 ARTICLE VI MISCELLANEOUS SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO THIS AGREEMENT; AMENDMENTS, CHANGES OR MODIFICATIONS TO THE BOND RESOLUTION. (A) This Agreement shall not be amended, changed or modified without the prior written consent of the Noteholder and the County, it being understood that the fees and expenses of the Noteholder relating to any amendments which are requested by the County shall be borne by the County. Notwithstanding the foregoing, if, in connection with the issuance of any additional indebtedness of the County that is secured by or payable from the Grant Proceeds, Net Revenues or Eligible PFC Revenues, the County provides the lender of such additional indebtedness acceleration rights as a remedy to any event of default, then such provision shall be deemed to be incorporated by reference herein and upon the request of the Noteholder, the County and the Noteholder shall promptly amend this Agreement so as to provide the Noteholder with the same provisions. (B) The Bond Resolution shall not be amended, changed or modified without the prior written consent of the Noteholder. SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. SECTION 6.03. SEVERABILITY. This Agreement and the Master Notes constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous writings or agreements. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such provisions or sections shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. SECTION 6.04. TERM OF AGREEMENT. This Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as any amount is outstanding against either of the Master Notes. The commitment of the Noteholder to honor Draws in accordance with the terms hereof shall expire the Conversion Date. The County may terminate its right to make Draws hereunder by providing the Noteholder with no less than ten (10) days prior written notice signed by an Authorized Officer, which notice shall indicate the date on which Draws may no longer be made. The County may 23 make such termination at any time regardless of whether an Event of Default has occurred or is continuing. SECTION 6.05. NOTICE OF CHANGES IN FACT. Within 10 days of becoming aware of the same, the County will notify the Noteholder of(a) any change in any material fact or circumstance represented or warranted by the County in this Agreement or in connection with the issuance of the Master Notes, and (b) any default or event which, with notice or lapse of time or both, could become an Event of Default under this Agreement, specifying in each case the nature thereof and what action the County has taken, is taking and/or proposed to take with respect thereto. SECTION 6.06. NOTICES. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent registered or certified mail, postage prepaid, to 3491 South Roosevelt Boulevard, Key West, Florida 33040, Attention: Senior Director of Airports, with a copy to: County Administrator, 1100 Simonton Street, Suite 205, Key West, Florida 33040, and a copy to: Clerk of Court, 500 Whitehead Street, Key West, Florida 33040, and to the Noteholder, PNC Bank, National Association, 16740 San Carlos Boulevard, Fort Myers, Florida 33908, or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. SECTION 6.07. APPLICABLE LAW. The substantive laws of the State of Florida shall govern this Agreement. SECTION 6.08. INCORPORATION BY REFERENCE. All of the terms and obligations of the Note Resolution are hereby incorporated herein by reference as if said Note Resolution was fully set forth in this Agreement. SECTION 6.09. ASSIGNMENT. The rights and obligations of the Noteholder hereunder and under the Master Notes may be assigned in whole to another "qualified institutional buyer" (as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended)prior to the end of the period during which Draws may be made, and to any person that is an "accredited investor" (as that ten-n is defined in the regulations promulgated under the Securities Act of 1933, as amended), after the end of such period, without the consent of the County. The rights and obligations of the County hereunder and under the Master Notes may not be assigned, transferred, conveyed or encumbered without the consent of the Noteholder. The County shall maintain a register of assigns of this Agreement and the Master Notes. This Agreement and the Master Notes shall be binding on the parties and their respective permitted successors and assigns. SECTION 6.10. WAIVER OF JURY TRIAL; APPLICABLE LAW AND JURISDICTION. (a) To the extent permitted by applicable law, the County and the Noteholder knowingly, voluntarily and intentionally waive any right it may have to a trial by jury in respect of any litigation based on, or arising out of, under or in connection with 24 the Note Resolution,the Master Notes or this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of the County or the Noteholder. (b) The parties hereto submit to the jurisdiction of Florida courts and federal courts and agree that venue for any suit concerning this Agreement or the Master Notes shall be in Monroe County, Florida and the Southern District of Florida. SECTION 6.11. USA PATRIOT ACT COMPLIANCE NOTIFICATION. The Noteholder hereby notifies the County that pursuant to the provisions of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies the County. The County will provide the Noteholder with all documentation and other information the Noteholder requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering regulations, including the USA PATRIOT Act. SECTION 6.12. NO ADVISORY OR FIDUCIARY ROLE. The County acknowledges and agrees that(a)the Noteholder has not assumed any advisory or fiduciary responsibility to the County with respect to the transaction contemplated hereunder and the discussions, undertakings and procedures leading thereto (irrespective of whether the Noteholder has provided other services or is currently providing other services to the County on other matters), (b) the only obligations the Noteholder has to the County with respect to the transactions contemplated hereunder are expressly set forth in the Proposal and this Agreement, and (c) the County has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. [Remainder of page intentionally left blank] 25 SECTION 6.13. BUSINESS DAYS. In any case where the due date of interest on or principal of the Master Notes is not a Business Day, then payment of such principal or interest need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect if made on the nominal payment date; provided that credit for payments made shall not be given until the payment is actually received by the Noteholder. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. MONROE COUNTY, FLORIDA (SEAL) -7 By: Mayor rb Attest: Kevin Madok, Clerk By: as Deputy Clerk APPROVED AS TO FORM AND LEGAL, SUFFICIENCY: By: County Attl°�rney's Offi-c- PNC BANK, NATIONAL ASS `IA'-.r1ON By: Name: Nick Ayotte Title: Senior Vice President, Public Finance 26 EXHIBIT A FORM OF DRAW CERTIFICATE The undersigned, on behalf of Monroe County, Florida (the "County"), in connection with a Draw (this "Draw") to be funded on the day of in the amount of $ , pursuant to that certain Line of Credit Agreement dated as of September 15, 2022 (the "Agreement"), between the County and PNC Bank, National Association (the "Noteholder"), HEREBY CERTIFIES as follows: 1. The capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. 2. The Note Resolution is in full force and effect and has not been rescinded, repealed, modified or amended since the date of its adoption except as otherwise described herein. 3. The Agreement is in full force and effect and has not been terminated, modified or amended since the date of its execution except as otherwise described herein. 4. The County has complied in all respects with the terms and provisions of the Bond Resolution,the Note Resolution,the Master Notes and the Agreement and the County is not in default under any provisions of either the Note Resolution or the Agreement. 5. No Determination of Taxability has occurred and is continuing with respect to the Tax-Exempt Master Note and, taking into account this Draw, the aggregate principal amount of Draws made against the Tax-Exempt Master Note will not exceed $8,660,000, unless and until the public approval requirements of Section 147(t) of the Code and the Treasury Regulations promulgated thereunder are met to the Noteholder's satisfaction with respect to the issuance by the County of tax-exempt debt in excess thereof for the Project. 6. [This Draw is against the Tax-Exempt Master Note and all conditions set forth in Section 4.01(b) of the Agreement have been satisfied.] [This Draw is against the Taxable Master Note and all conditions set forth in Section 4.01(c) of the Agreement have been satisfied.] 7. All of the representations and warranties contained in the Agreement, the Master Notes, the Bond Resolution and the Note Resolution are true and correct as of the date hereof. 8. The Costs of the Project to be financed or refinanced with proceeds of this Draw has been duly authorized and approved by the Board and are limited to those that are eligible to be paid or reimbursed with Grant Proceeds. 9. The County has delivered to the Noteholder a Draw Request with respect to this Draw in accordance with and in compliance with the Agreement; all necessary A-1 approvals of or by the County which are required as a condition precedent to making the Draw have been satisfied. 10. The proceeds of this Draw will be used solely to finance or refinance Costs of the Project to be funded by this Draw and described in the Draw Request referred to in Paragraph 7 above. 11. All terms, conditions, representations, warranties and covenants contained in the Agreement, the Note Resolution and the Master Note are incorporated by reference as if fully restated herein. Executed as of this day of MONROE COUNTY, FLORIDA By: Title: A-2 EXHIBIT B UNITED STATES OF AMERICA STATE OF FLORIDA MONROE COUNTY, FLORIDA [TAX-EXEMPT][TAXABLE]MAS'FER AIRPORT REVENUE NOTE (PNC Bank, National Association Line of Credit), Series 2022 [(AMT)] Final Interest Rate Date of Issuance Maturity Date Variable September 15, 2022 September 15, 2028 MONROE COUNTY, FLORIDA (the "County"), for value received, hereby promises to pay, solely from the funds described in the within mentioned Agreement, to the order of PNC BANK, NATIONAL ASSOCIATION, or its successors or assigns (the "Noteholder"), the lesser of the principal sum of TEN MILLION AND 001100 DOLLARS ($10,000,000.00) or so much thereof as may be advanced and outstanding (the "Advanced Amount") pursuant to that certain Line of Credit Agreement by and between the Noteholder and the County, dated as of September 15, 2022 (the "Agreement"), and to pay interest on such Advanced Amount from the dates amounts are advanced hereunder and under the Agreement from time to time, or from the most recent date to which interest has been paid, at the Interest Rate (as determined and defined in the Agreement and subject to adjustment as provided in the Agreement) quarterly in arrears on the first Business Day (as defined in the Agreement) of January, April, July and October of each year (each a "Payment Date"), commencing with respect to each advance hereunder on the first Payment Date that follows the date of such advance until such Advanced Amount shall have been paid. Interest shall be calculated based upon a year of 360 days and the actual number of days elapsed. The outstanding Advanced Amount as of September 15, 2025, shall be paid on each Payment Date in an amount equal to the amount on deposit in the Grant Proceeds Account as of the Business Day which immediately succeeds such Payment Date in the manner and to the extent provided in the Agreement. [Notwithstanding the foregoing,the Advanced Amount with respect to this Note may not exceed$8,660,000, unless and until the public approval requirements of Section 147(f) of the Code and the Treasury Regulations promulgated thereunder are met to the Noteholder's satisfaction with respect to the issuance by the County of tax-exempt debt in excess thereof for the Project (as defined in the Agreement)]. All payments of principal of and interest on the Advanced Amount shall be payable in any coin or currency of the United States which, at the time of payment, is legal tender for the payment of public and private debts and shall be made to the Noteholder (1) in immediately available funds, (2) by delivering to the Noteholder no later than the payment date a check or draft of the County, or (3) in such other manner as the County and the Noteholder shall agree upon in writing. During the Repayment Period (as defined in the Agreement), the County shall instruct the Noteholder to debit principal payments on each B-I scheduled Payment Date directly from the Grant Proceeds Account (as defined in the Agreement) to pay scheduled principal on the Advanced Amount. This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 125, Florida Statutes, and other applicable provisions of law, Resolution No. 241-2022 duly adopted by the County on August 17, 2022 (the "Resolution"), as such Resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Note Resolution and the Agreement. Any capitalized term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Agreement. This Note is being issued.to finance or refinance Costs of the Project, as described in the Agreement. This Note is solely secured by and payable from a senior lien on and pledge of the Grant Proceeds (as defined in the Agreement) and a junior and subordinate lien on and pledge of the Net Revenues and Eligible PFC Revenues (as such capitalized terms are defined in the Agreement), all in the manner and to the extent provided in the Agreement. The Noteholder shall provide to the County upon request such documentation to evidence the amount of interest due with respect to any Draw against the Note. Upon the occurrence and during the continuation of an Event of Default, this Note shall bear interest at the Default Rate. In the event the secured overnight financing rate is no longer available or in certain other circumstances described in the Agreement, the Interest Rate will be determined in accordance with Section 3.03 of the Agreement. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for,charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. All payments made by the County hereon shall apply first to accrued interest, and then to the principal amount then due on this Note. IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS NOTE THAT THIS NOTE AND THE DRAWS MADE THEREAGAINST, SHALL NOT BE OR CONSTITUTE AN INDEBTEDNESS OF THE COUNTY, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATIONS OF INDEBTEDNESS, BUT SHALL BE SOLELY SECURED BY AND PAYABLE FROM A SENIOR LIEN ON AND PLEDGE OF THE GRANT PROCEEDS AND A JUNIOR AND SUBORDINATE LIEN ON AND PLEDGE OF NET REVENUES AND ELIGIBLE PFC REVENUES, IN THE MANNER AND TO THE EXTENT PROVIDED IN THE AGREEMENT. THE NOTEHOLDER SHALL NEVER HAVE B-2 THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE COUNTY, OR TAXATION IN ANY FORM ON ANY PROPERTY THEREIN TO PAY THE DRAWS OR THE INTEREST THEREON. THE DRAWS AND THIS NOTE ARE SPECIAL AND LIMITED OBLIGATIONS SOLELY PAYABLE AS TO PRINCIPAL AND INTEREST FROM THE GRANT PROCEEDS, NET REVENUES AND ELIGIBLE PFC REVENUES. The rights and obligations of the Noteholder hereunder and under the Agreement may be assigned in whole to a "qualified institutional buyer" (as that term is defined in the regulations promulgated under the Securities Act of 1933, as amended) prior to the end of the period during which Draws may be made, and to any person that is an "accredited investor" (as that term is defined in the regulations promulgated under the Securities Act of 1.933, as amended), after the end of such period, without the consent of the County. On or after September 15, 2023, the County may prepay and redeem the Advanced Amount, in whole or in part, in accordance with the provisions of Section 3.02 of the Agreement. During the Repayment Period, the County shall cause the principal amounts outstanding hereunder to be paid on each Payment Date in an amount equal to the amount on deposit in the Grants Proceeds Account as of the Business Day immediately preceding such Payment Date. Reference to the Note Resolution and the Agreement and any and all resolutions supplemental thereto and modifications and amendments thereof and to the Act is made for a description of the provisions and covenants securing this Note, the nature, manner and extent of enforcement of such provisions and covenants, and the rights, duties, immunities and obligations of the County. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation.. It is further certified that all of the representations, warranties, terms, conditions, and covenants made and set forth in the Agreement, the Note Resolution and in the ancillary and closing documents relevant to this Note are remade and incorporated fully by reference herein. [Remainder of page intentionally left blank] B-3 IN WITNESS WHEREOF, the County caused this Note to be signed by the manual signature of the Mayor and the seal of the County to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the Clerk, and this Note to be dated the Date of Issuance set forth above. MONROE COUNTY, FLORIDA (SEAL) By: Mayor Attest: By: Clerk of the Circuit Court and Ex-Officio Clerk to the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: County Attorney's Office B-4 EXHIBIT C FORM OF DRAW REQUEST The undersigned, on behalf of Monroe County, Florida (the "County"), hereby makes this Draw Request in accordance with Section 4.01(a) of that certain Line of Credit Agreement dated as of September 15, 2022 (the "Agreement"), between the County and PNC Bank, National Association (the "Noteholder") and in connection with the Monroe County, Florida [Tax-Exempt][Taxable] Master Airport Revenue Note (PNC Bank, National Association Line of Credit), Series 2022 [(AMT)], dated as of September 15, 2022 (the "Note"). Type of Draw: [Tax-Exempt] [Taxable] Draw Amount: $ Undrawn Amount (taking into account the amount of this Draw)*: $ * With respect to Draws against the Tax-Exempt Master Note, the County may only Draw up to $8,660,000, unless and until the public approval requirements of Section 147(t) of the Code and the Treasury Regulations promulgated thereunder are met to the Noteholder's satisfaction with respect to the issuance by the County of tax-exempt debt in excess thereof for the Project. Date of Draw: Wire Instructions: Description of Project Costs to be financed with Draw (attach invoices if available): [SIGNATURE PAGE TO THIS DRAW REQUEST IS SET FORTH ON THE IMMEDIATELY SUCCEEDING PAGE] [SIGNATURE PAGE TO DRAW REQUEST] Executed and made a part of the Agreement and the Note as of this _ day of MONROE COUNTY, FLORIDA By: Title: APPROVED: By: Title: