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58 <br /> funds to the County to (i) acquire, construct, equip and otherwise improve the County facilities <br /> described in the Preliminary Official Statement and the Supplemental Agreement, and (ii) pay <br /> certain costs incurred in connection with the sale and issuance of the Bonds. The County's <br /> issuance of the Bonds has been authorized by a resolution adopted by the Board of <br /> Commissioners of the County on May 2, 2019 (the "Approving Resolution"). As security for <br /> performance of the County's obligations under the Trust Agreement, the County has executed <br /> and delivered to the deed of trust trustee, for the benefit of the Trustee, a Deed of Trust dated as <br /> of June 1, 2018 (the "2018 Deed of Trust") and [will, on or before the date of Closing, execute <br /> and deliver] a Deed of Trust Supplement dated as of May 1, 2019 (the "Deed of Trust <br /> Supplement"), supplementing the 2018 Deed of Trust (as so supplemented, the "Modified Deed <br /> of Trust"), granting a first lien of record on the Mortgaged Property, subject to Permitted <br /> Encumbrances. <br /> (c) The Bonds shall be dated the date of the Closing, shall mature on the dates <br /> and in the amounts, shall bear interest at the rates and shall have the terms stated in Exhibit A <br /> attached hereto. <br /> (2) Sale of All the Bonds; Offering. It shall be a condition to the County's obligation <br /> to sell and deliver the Bonds to the Underwriters, and to the obligation of the Underwriters to <br /> purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold <br /> and delivered by the County, and accepted and paid for by the Underwriters at the Closing. The <br /> Underwriters intend to make a bona fide public offering of all the Bonds at a price or prices not <br /> in excess of the initial public offering price or prices set forth in Exhibit A. The Bonds may be <br /> offered and sold to certain dealers (including dealers depositing such Bonds into investment <br /> trusts or mutual funds) at prices lower than such public offering prices. The Underwriters reserve <br /> the right to make such changes in such prices as the Underwriters shall deem necessary in <br /> connection with the offering of the Bonds. <br /> (3) Establishment of Issue Price. <br /> (a) The Representative, on behalf of the Underwriters, agrees to assist the <br /> County in establishing the issue price of the Bonds and shall execute and deliver to the County at <br /> Closing an "issue price" or similar certificate, together with the supporting pricing wires or <br /> equivalent communications, substantially in the form attached hereto as Exhibit B, with such <br /> modifications as may be appropriate or necessary, in the reasonable judgment of the <br /> Representative, the County, and Sanford Holshouser LLP ("Bond Counsel"), to accurately <br /> reflect, as applicable, the sales price or prices or the initial offering price or prices to the public <br /> of the Bonds. <br /> (b) Except as otherwise set forth in Exhibit B attached hereto, the County will <br /> treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the <br /> public as the issue price of that maturity (if different interest rates apply within a maturity, each <br /> separate CUSIP number within that maturity will be subject to the 10% test). At or promptly <br /> after the execution of this Bond Purchase Agreement, the Representative shall report to the <br /> County and Bond Counsel the price or prices at which the Underwriters have sold to the public <br /> each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity <br /> of the Bonds, the Underwriters agree to promptly report to the County the prices at which it sells <br /> -2- <br />