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128 <br /> Underwriters shall pay the Purchase Price for the Bonds on the day of the Closing by wiring <br /> $ , at the County's direction, to the Trustee (as defined below). <br /> (b) The Bonds shall be issued and secured under and pursuant to a Trust <br /> Agreement dated as of June 1, 2021 (the "2021 Trust Agreement"), and a Third <br /> Supplemental Trust Agreement dated as of June 1, 2025 (the "Third Supplemental Trust <br /> Agreement"and,together with the 2021 Trust Agreement, as previously supplemented,the <br /> "Trust Agreement"), each between the County and The Bank of New York Mellon Trust <br /> Company, N.A., as trustee (the "Trustee"). The County is authorized pursuant to Section <br /> 20 of Chapter 160A of the General Statutes of North Carolina (the "Act"), to issue the <br /> Bonds for the purpose of providing funds to the County to (i) acquire, construct, equip and <br /> otherwise improve a variety of County facilities and assets and (ii) pay certain costs <br /> incurred in connection with the sale and issuance of the Bonds. The County's issuance of <br /> the Bonds has been authorized by a resolution adopted by the Board of Commissioners of <br /> the County on May 20, 2025 (the "Approving Resolution"). As security for performance <br /> 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 <br /> Deed of Trust Supplement #3 dated as of June 1, 2025 (the "Third Deed of Trust <br /> 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, <br /> subject to Permitted Encumbrances. <br /> (c) The Bonds shall be dated the date of the Closing, shall mature on the <br /> dates and in the amounts, shall bear interest at the rates and shall have the terms stated in <br /> Exhibit A attached hereto. <br /> (2) Sale of All the Bonds; Offering. It shall be a condition to the County's <br /> obligation to sell and deliver the Bonds to the Underwriters, and to the obligation of the <br /> Underwriters to purchase and accept delivery of the Bonds,that the entire principal amount <br /> of the Bonds is sold and delivered by the County, and accepted and paid for by the <br /> Underwriters at the Closing. The Underwriters intend to make a bona fide public offering <br /> 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 <br /> dealers depositing such Bonds into investment trusts or mutual funds) at prices lower than <br /> such public offering prices. The Underwriters reserve the right to make such changes in <br /> such prices as the Underwriters shall deem necessary in connection with the offering of the <br /> Bonds. <br /> (3) Establishment of Issue Price. <br /> (a) Baird, on behalf of the Underwriters, agrees to assist the County in <br /> 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 <br /> or equivalent communications, substantially in the form attached hereto as Exhibit B, with <br /> -2- <br />