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(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"related <br /> party"for purposes of this certificate generally means any two or more persons who have greater than 50 <br /> 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 of <br /> a Maturity of the Bonds. The Sale Date of the Bonds is June_,2021. <br /> (h) Underwriter means(i)any person that agrees pursuant to a written contract with the Issuer <br /> (or with the lead underwriter to form an underwriting syndicate)to participate in the initial sale of the Bonds <br /> to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a <br /> person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public <br /> (including a member of a selling group or a party to a retail distribution agreement participating in the initial <br /> 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 FHN's interpretation of any laws, including specifically Sections 103 and 148 of the <br /> Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned <br /> understands that the foregoing information will be relied upon by the Issuer with respect to certain of the <br /> representations set forth in the Tax Certificate and with respect to compliance with the federal income tax <br /> rules affecting the Bonds, and by Bond Counsel in connection with rendering its opinion that the interest <br /> on the Bonds is 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 from time to <br /> time relating to the Bonds. The representations set forth herein are not necessarily based on personal <br /> knowledge and, in certain cases,the undersigned is relying on representations made by other members of <br /> the Underwriting Group. <br /> B-2 <br />