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<br />B-2 <br />50% common ownership of the value of the outstanding stock of the corporation or the capital <br />interests or profit interests of the partnership, as applicable, if one entity is a corporation and the <br />other entity is a partnership (including direct ownership of the applicable stock or interests by <br />one entity of the other). <br /> <br />(f) Sale Date means the first day on which there is a binding contract in writing for <br />the sale of the respective Maturity. The Sale Date of each Maturity was [________________], <br />2021. <br />The representations set forth in this certificate are limited to factual matters only. <br />Nothing in this certificate represents Northland’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 and New Harmony Care Center (the “Corporation”) with <br />respect to certain of the representations set forth in the Tax Certificate and with respect to <br />compliance with the federal income tax rules affecting the Bonds, and by Taft Stettinius & <br />Hollister LLP, as bond counsel, in connection with rendering its opinion that the interest on the <br />Bonds is excluded from gross income for federal income tax purposes, the preparation of the <br />Internal Revenue Service Form 8038, and other federal income tax advice that it may give to the <br />Issuer and the Corporation from time to time relating to the Bonds.