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97 <br /> for the benefit of the Trustee, a Deed of Trust Supplement#2 dated as of November 1, 2019 (the"Second <br /> Deed of Trust Supplement"), supplementing the Existing Deed of Trust (as so supplemented, the <br /> "Modified Deed 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 and in <br /> the amounts, shall bear interest at the rates and shall have the terms stated in Exhibit A attached hereto. <br /> (2) Sale of All the Bonds; Offering. It shall be a condition to the County's obligation to sell <br /> and deliver the Bonds to the Underwriters, and to the obligation of the Underwriters to purchase and <br /> accept delivery of the Bonds, that the entire principal amount of the Bonds is sold and delivered by the <br /> County, and accepted and paid for by the Underwriters at the Closing. The Underwriters intend to make a <br /> bona fide public offering of all the Bonds at a price or prices not in excess of the initial public offering <br /> price or prices set forth in Exhibit A. The Bonds may be offered and sold to certain dealers (including <br /> dealers depositing such Bonds into investment trusts or mutual funds) at prices lower than such public <br /> offering prices. The Underwriters reserve the right to make such changes in such prices as the <br /> Underwriters shall deem necessary in connection with the offering of the Bonds. <br /> (3) Establishment of Issue Price. <br /> (a) Baird, on behalf of the Underwriters, agrees to assist the County in establishing <br /> the issue price of the Bonds and shall execute and deliver to the County at Closing an "issue price" or <br /> similar certificate,together with the supporting pricing wires or equivalent communications, substantially <br /> in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in <br /> the reasonable judgment of Baird, the County, and Sanford Holshouser LLP ("Bond Counsel"), to <br /> accurately 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,] [t]he County will <br /> treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as <br /> the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP <br /> number within that maturity will be subject to the 10% test). At or promptly after the execution of this <br /> Bond Purchase Agreement, Baird shall report to the County the price or prices at which the Underwriters <br /> have sold to the public each maturity of the Bonds. If at that time the 10%test has not been satisfied as to <br /> any maturity of the Bonds, Baird agrees to promptly report to the County the prices at which it sells the <br /> unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the <br /> Closing Date (as hereinafter defined)has occurred,until the 10%test has been satisfied as to the Bonds of <br /> that maturity or until all Bonds of that maturity have been sold to the public. <br /> (c) [Baird confirms that the Underwriters have offered the Bonds to the public on or <br /> before the date of this Bond Purchase Agreement at the offering price or prices (the "initial offering <br /> price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise <br /> set forth therein. Exhibit B also sets forth,as of the date of this Bond Purchase Agreement,the maturities, <br /> if any, of the Bonds for which the 10%test has not been satisfied and for which the County and Baird, on <br /> behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which <br /> will allow the County to treat the initial offering price to the public of each such maturity as of the sale <br /> date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the- <br /> offering-price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer <br /> nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price <br /> to the public during the period starting on the sale date and ending on the earlier of the following: <br /> -2- <br />