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