06. General Certificate 6
CERTIFICATE OF MONROE COUNTY, FLORIDA
We, David Rice, Mayor of the Board of County Commissioners of Monroe County,
Florida (the "County") and Richard Strickland, Senior Director of Airports, are delivering
this Certificate relating to the execution by the County of the Line of Credit Agreement,
dated as of September 15, 2022, between the County and PNC Bank, National Association
(the "Agreement"). All terms not otherwise defined herein shall have the meanings
ascribed thereto in Resolution No. 241-2022 adopted on August 17, 2022 (the
"Resolution") or in the Agreement. We hereby certify, to the best of our knowledge, as
follows:
1. The County has complied or is presently in compliance with all agreements
related to the Agreement and has satisfied all conditions on its part to be observed or
satisfied under the Agreement and the Resolution at or prior to the date hereof.
2. The representations, warranties, covenants and agreements of the County
contained in the Agreement and the Resolution are true and correct in all respects on and
as of the date hereof as if made on the date hereof.
3. The County is not presently in default nor has it been in default since
December 31, 1975 as to the payment of principal or interest with respect to any obligations
issued by it.
4. There is no litigation of which either of us have notice and no litigation is
pending or threatened (A) to restrain or enjoin the execution or delivery of the Agreement,
(B) in any way contesting or affecting any authority for the execution and delivery of the
Agreement or the validity of the Resolution or the Agreement, (C) in any way contesting
the existence or powers of the County, (D) to restrain or enjoin the collection of revenues
to be used to pay the principal of and interest on any draws made under the Agreement, or
(E) which may result in any material adverse change in the business, properties, assets or
the financial condition of the County or the Airport taken as a whole.
5. The County is not in material breach of or material default under any
applicable constitutional provision, law or administrative regulation of the State or the
United States or any applicable judgment or decree or any loan agreement, indenture,bond,
note, material resolution, material agreement or other material instrument to which the
County is a party or to which the County or any of its property or assets is otherwise subject,
and no event has occurred and is continuing that with the passage of time or the giving of
notice, or both, would constitute a default or event of default under any such instrument;
and the execution and delivery of the Agreement and the adoption of the Resolution and
compliance with the provisions on the County's part contained therein, will not conflict
with or constitute a material breach of or default under, any constitutional provision, law,
administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the County is a party or to which the
County or any of its property or assets is otherwise subject, and any such execution,
delivery, adoption or compliance will not result in the creation or imposition of any lien,
charge, or other security interest or encumbrance of any nature whatsoever upon any of the
property or assets of the County under the terms of any such ordinance, law, regulation or
instrument, except as expressly provided by the Resolution or the Agreement.
6. Since September 30, 2021, no material adverse change has occurred in the
condition, financial or otherwise, operations, properties, assets or prospects of the County
or the Airport, the County or the Airport have not incurred any material liabilities other
than in the ordinary course of business, and there are no pending or, to the best of our
knowledge, threatened material contingent obligations of the County or the Airport that
have not been disclosed to PNC Bank, National Association.
7. The County is duly authorized to make Draws in accordance with the
Agreement to finance and refinance costs of the Project.
8. That the authority to make Draws pursuant to the Agreement as set forth in
the Resolution has not been revoked, amended or modified.
9. The interest rates described in the Agreement shall be in compliance with the
maximum interest rate provisions contained in Section 215.84, Florida Statutes.
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IN WITNESS WHEREOF, we have hereunto set our hands as of the 15th day of
September, 2022.
MONROE COUNTY, FLORIDA
BOARD OF COUNTY COMMISSIONERS
By: 'lzvz—cl�
Mayor
By:
Senior Director of Airports
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