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Exhibit B -Form of Certificate <br />REGISTERED <br />[Insurance Legend, if applicable] <br />Number R-X REGISTERED <br />CERTIFICATE OF PARTICIPATION <br />(Orange County Fublic Improvement Frojects), Series 2006A <br />in certain payments to be made <br />under an installment financing contract «~ith <br />ORANGE COUNTY, NORTH CAROLINA <br />INTEREST <br />RATE MATURITY <br />DATE DATED DATE CUSIP <br /> April 1, [closing date] <br />REGISTERED OWNER: '~ ~"~'~'~ CEDE ~ CO. ~'~ ~"~'~ <br />PRINCIPAL AMOUNT: ~ ~` ~` ~ THOUSAND DOLLARS ~ ~ ~` <br /> ~~~~~~ ,000)~~~ <br />THIS CERTIFIES that the registered owner hereof, or registered assigns or <br />legal representative, is the owner of a proportionate and undivided interest in <br />certain payments to be made by Orange County, North Carolina (the "County"}, <br />arising under an Installment Financing Contract dated as of April 1, 2006 (the <br />"Financing Contract"}, between the County and Orange County Public Facilities <br />Company (the "Company"). <br />Principal is payable to such o~~•ner in the amount stated above on the <br />matL~rity date stated above, subject to prepayment as described belov~T, and interest <br />is payable on each April 1 and October 1, beginning October 1, 2006 (the <br />"Certificate Payment Dates"), at the ar~lual rate stated above (calculated on the <br />basis of a 360-day year consisting of twelve 30-day months). <br />Interest is payable {a} from the Dated Date shown above, if this Certificate is <br />authenticated prior to the Record Date, as defined below, preceding October 1, <br />2006, {b) from the succeeding Certificate Payment Date, if this Certificate is <br />J3862v2 44 <br />