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77 <br /> (d) Issuer means Orange County,North Carolina. <br /> (e) Maturity means Bonds with the same credit and payment terms. Bonds with <br /> different maturity dates, or Bonds with the same maturity date but different stated interest rates, <br /> are treated as separate maturities. <br /> (f) Public means any person (including an individual, trust, estate, partnership, <br /> association, company, or corporation) other than an Underwriter or a related party to an <br /> Underwriter. The term "related party" for purposes of this certificate generally means any two <br /> or more persons who have greater than 50 percent common ownership, directly or indirectly. <br /> (g) Sale Date means the first day on which there is a binding contract in writing for <br /> the sale of a Maturity of the Bonds. The Sale Date of the Bonds is May_, 2019. <br /> (h) Underwriter means (i) any person that agrees pursuant to a written contract with <br /> the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the <br /> initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written <br /> contract directly or indirectly with a person described in clause (i) of this paragraph to participate <br /> in the initial sale of the Bonds to the Public (including a member of a selling group or a party to <br /> a retail distribution agreement participating in the initial sale of the Bonds to the Public). <br /> The representations set forth in this certificate are limited to factual matters only. <br /> Nothing in this certificate represents the undersigned's interpretation of any laws, including <br /> specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the <br /> Treasury Regulations thereunder. The undersigned understands that the foregoing information <br /> will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax <br /> Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, <br /> and by Bond Counsel in connection with rendering its opinion that the interest on the Bonds is <br /> excluded from gross income for federal income tax purposes, the preparation of Internal <br /> Revenue Service Form 8038-G, and other federal income tax advice it may give to the Issuer <br /> from time to time relating to the Bonds. The representations set forth herein are not necessarily <br /> based on personal knowledge. <br /> B-2 <br />