OTHER-2021-025 Orange County, NC Limited Obligation Bonds

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Resolution"). As security for performance of the County's obligations under the Trust Agreement, the County will execute and deliver to a deed of trust trustee (the "Deed of Trust Trustee"), for the benefit of the Trustee, a Deed of Trust dated as of June 1, 2021 (the "Deed of Trust"), granting a first lien of record on the Mortgaged Property, subject to Permitted Encumbrances. (c) The Bonds shall be dated the date of the Closing, shall mature on the dates and in the amounts, shall bear interest at the rates and shall have the terms stated in Exhibit A attached hereto. (2) Sale of All the Bonds; Offering. It shall be a condition to the County's obligation to sell and deliver the Bonds to the Underwriters,and to the obligation of the Underwriters to purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold and delivered by the County, and accepted and paid for by the Underwriters at the Closing. The Underwriters intend to make a bona fide public offering of all the Bonds at a price or prices not in excess of the initial public offering price or prices set forth in Exhibit A. The Bonds may be offered and sold to certain dealers (including dealers depositing such Bonds into investment trusts or mutual funds) at prices lower than such public offering prices. The Underwriters reserve the right to make such changes in such prices as the Underwriters shall deem necessary in connection with the offering of the Bonds. (3) Establishment of Issue Price. (a) FHN,on behalf of the Underwriters,agrees to assist the County in establishing the issue price of the 2021A Bonds and shall execute and deliver to the County at Closing an"issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of FHN,the County,and Sanford Holshouser LLP("Bond Counsel"),to accurately reflect,as applicable,the sales price or prices or the initial offering price or prices to the public of the 2021A Bonds. (b) [Except as otherwise set forth in Exhibit B attached hereto,] [t]he County will treat the first price at which 10% of each maturity of the 2021A Bonds (the"10%test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, FHN shall report to the County the price or prices at which the Underwriters have sold to the public each maturity of the 2021 A Bonds. If at that time the 10%test has not been satisfied as to any maturity of the 2021A Bonds,FHN agrees to promptly report to the County the prices at which it sells the unsold 2021A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date(as hereinafter defined)has occurred,until the 10%test has been satisfied as to the 2021A Bonds of that maturity or until all 2021A Bonds of that maturity have been sold to the public. (c) [FHN confirms that the Underwriters have offered the 2021A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the"initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Bond Purchase Agreement,the maturities, if any, of the 2021A Bonds for which the 10% test has not been satisfied and for which the County and FHN, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow the County to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the- offering-price rule remains applicable to any maturity of the 2021A Bonds, the Underwriters will neither offer nor sell unsold 2021A Bonds of that maturity to any person at a price that is higher than the initial -2-