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129 <br /> performance of the County's obligations under the Trust Agreement, the County will execute and deliver <br /> to a deed of trust trustee (the "Deed of Trust Trustee"), for the benefit of the Trustee, a Deed of Trust <br /> Supplement #2 dated as of June 1, 2024 (the "Second Deed of Trust Supplement"), supplementing the <br /> Existing Deed of Trust(as so supplemented, the"Modified Deed of Trust"), granting a first lien of record <br /> on the Mortgaged Property, subject to Permitted 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; Offeriniz. 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 accept <br /> delivery of the Bonds, that the entire principal amount of the Bonds is sold and delivered by the County, <br /> and accepted and paid for by the Underwriters at the Closing. The Underwriters intend to make a bona fide <br /> public offering of all the Bonds at a price or prices not in excess of the initial public offering price or prices <br /> set forth in Exhibit A. The Bonds may be offered and sold to certain dealers (including dealers depositing <br /> such Bonds into investment trusts or mutual funds) at prices lower than such public offering prices. The <br /> Underwriters reserve the right to make such changes in such prices as the Underwriters shall deem necessary <br /> 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 the <br /> issue price of the 2024A 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 2024A Bonds. <br /> (b) [Except as otherwise set forth in Exhibit B attached hereto,] the County will treat <br /> the first price at which 10% of each maturity of the 2024A 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 2024A Bonds. If at that time the 10%test has not been satisfied <br /> as to any maturity of the 2024A Bonds, Baird agrees to promptly report to the County the prices at which <br /> it sells the unsold 2024A Bonds of that maturity to the public. That reporting obligation shall continue, <br /> whether or not the Closing Date(as hereinafter defined)has occurred,until the 10%test has been satisfied <br /> as to the 2024A Bonds of that maturity or until all 2024A Bonds of that maturity have been sold to the <br /> public. <br /> (c) [Baird confirms that the Underwriters have offered the 2024A Bonds to the public <br /> on or 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 2024A Bonds for which the 10% test has not been satisfied and for which the County and <br /> Baird, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, <br /> which will allow the County to treat the initial offering price to the public of each such maturity as of the <br /> sale 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 2024A Bonds, the Underwriters will neither <br /> offer nor sell unsold 2024A Bonds of that maturity to any person at a price that is higher than the initial <br /> -2- <br />