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148 <br /> (a) [General Rule Maturities means those Maturities of the Bonds listed in <br /> Schedule A hereto as the "General Rule Maturities."] <br /> (b) [Hold-the-Offering-Price Maturities means those Maturities of the Bonds <br /> listed in Schedule A hereto as the "Hold-the-Offering-Price Maturities."] <br /> (c) [Holding Period means, with respect to a Hold-the-Offering-Price Maturity, <br /> the period starting on the Sale Date and ending on the earlier of(i) the close of the fifth <br /> business day after the Sale Date (June_, 2025), or(ii)the date on which the Underwriters <br /> have sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that <br /> are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] <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 <br /> rates, 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 parry" for purposes of this certificate generally means any <br /> two or more persons who have greater than 50 percent common ownership, directly or <br /> indirectly. <br /> (g) Sale Date means the first day on which there is a binding contract in writing <br /> for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is June_, 2025. <br /> (h) Underwriter means (i) any person that agrees pursuant to a written contract <br /> with the Issuer (or with the lead underwriter to form an underwriting syndicate) to <br /> participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees <br /> pursuant to a written contract directly or indirectly with a person described in clause (i) of <br /> this paragraph to participate in the initial sale of the Bonds to the Public (including a <br /> member of a selling group or a party to a retail distribution agreement participating in the <br /> 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 Baird's interpretation of any laws, including <br /> specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and <br /> the Treasury Regulations thereunder. The undersigned understands that the foregoing <br /> information will be relied upon by the Issuer with respect to certain of the representations <br /> 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 <br /> that the interest on the Bonds is excluded from gross income for federal income tax <br /> purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal <br /> B-2 <br />