TAX REGULATORY AGREEMENT AND NO ARBITRAGE CERTIFICATE By CITY OF MEADVILLE Dated as of September 6, 2017

$13,005,000 CITY OF MEADVILLE

(Crawford County, Pennsylvania) General Obligation Notes

$760,000 General Obligation Notes, Taxable Series A of 2017 $12,245,000 General Obligation Notes, Tax-Exempt Series B of 2017

TAX REGULATORY AGREEMENT AND NO ARBITRAGE CERTIFICATE TABLE OF CONTENTS Page PARTIES .......................................................................................................................................1 PREAMBLES ................................................................................................................................1

ARTICLE I DEFINITIONS .........................................................................................................1 Section 1.1. Definitions ..................................................................................................................1 Section 1.2. Reliance on Information Provided by the City ..........................................8

ARTICLE II CERTAIN REPRESENTATIONS .......................................................................8 Section 2.1. Private Business Use ...................................................................................8 Section 2.2. Registration .................................................................................................8 Section 2.3. [RESERVED] ..............................................................................................8 Section 2.4. Change of Use .............................................................................................8 Section 2.5. 120 Percent Maturity Limitation ................................................................9 Section 2.6. Federal Guarantee ......................................................................................9 Section 2.7. Representations by the City for Purposes of IRS Form 8038-G ...............9 Section 2.8. Hedge Notes.................................................................................................9

ARTICLE III USE OF BOND PROCEEDS ...............................................................................9

ARTICLE IV ARBITRAGE .......................................................................................................10 Section 4.1. Arbitrage Compliance ...............................................................................10 Section 4.2. Arbitrage Representations ........................................................................10 Section 4.3. Certain Yield Restrictions .........................................................................11 Section 4.4. Reserved .....................................................................................................12 Section 4.5. Creation of Rebate Fund ..........................................................................12 Section 4.6. Calculation of Rebate Amount .................................................................12 Section 4.7. Payment to United States ..........................................................................13 Section 4.8. Recordkeeping ...........................................................................................14 Section 4.9. Rebate Analyst ...........................................................................................14

ARTICLE V TERM OF TAX REGULATORY AGREEMENT ...........................................14

ARTICLE VI AMENDMENTS .................................................................................................14

TAX REGULATORY AGREEMENT AND NO ARBITRAGE CERTIFICATE THIS TAX REGULATORY AGREEMENT AND NO ARBITRAGE CERTIFICATE (the "Tax Regulatory Agreement") is made and dated as of September 6, 2017 by the City of Meadville, Pennsylvania (the "City"). W I T N E S E T H : WHEREAS, the City’s $12,245,000 General Obligation Notes, Series B of 2017 (the “Notes”) are being issued pursuant to the provisions of the Local Government Unit Debt Act, constituting Title 53, Subpart B, Part VII of the Pennsylvania Consolidated Statutes (the "Act") and an Ordinance adopted by the City on July 19, 2017 (the “Ordinance”) authorizing the issuance of the Notes; and WHEREAS, the proceeds of the sale of the Notes will be used to: (1) currently refund the City's outstanding General Obligation Bonds, Series of 2012 (the “2012 Bonds”) and General Obligation Bonds, Series A of 2012 (the “2012A Bonds”); and (2) pay the costs of issuing the Notes. WHEREAS, this Tax Regulatory Agreement has been executed by the City to ensure compliance by the City with the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code") and the Regulations (as hereinafter defined) thereunder; and WHEREAS, to ensure that interest on the City's Notes will be and remain excludable from gross income, the restrictions contained in this Tax Regulatory Certificate must be satisfied. NOW, THEREFORE, the City warrants, represents and covenants as follows: ARTICLE I DEFINITIONS Section 1.1. Definitions. The following words and phrases shall have the following meanings. Any capitalized word or term used herein ascribed thereto in the hereinafter defined Ordinance. "Bona Fide Debt Service Fund" means, as defined by the Regulations, a fund, that may include Proceeds of the Notes, that is: (i) used primarily to achieve a proper matching of revenues and principal and interest payments within each Note Year, and (ii) which is depleted at least once a year except for a reasonable carryover amount not to exceed the greater of: (A) the

-2-

earnings on such portion of the fund for the immediately preceding Note Year, or (B) one-twelfth of the annual debt service on the Notes for the immediately preceding Note Year. "Note Counsel" means the law firm or firms with expertise in public finance delivering their approving opinions with respect to the issuance of or the exclusion from federal income taxation of interest on the Notes. "Note Year" means the one-year periods during the term of the Notes beginning on the first day following December 31 of any calendar year and ending on December 31 of any calendar year. The first Note Year begins on the Date of Issue of the Notes and ends on December 31, 2017. "Note Yield" or "Yield on the Notes" means 3.3422%. "Capitation Fee" means a fixed periodic amount for each person for whom the Service Provider assumes the responsibility to provide all needed services for a specified period so long as the quantity and type of services actually provided to covered persons varies substantially. "Code" means the Internal Revenue Code of 1986, as amended. "Computation Date" means an Installment Computation Date or the Final Computation Date. "Computation Date Credit" means $1,000 on the last day of each Note Year during which there are amounts allocated to Gross Proceeds of the Notes that are subject to rebate, and on the final maturity date of the Notes. "Computation Period" means the period between Computation Dates. "Controlled Group" means a group of entities controlled directly or indirectly by the same entity or group of entities. The determination of direct control is made on the basis of all relevant facts and circumstances. One entity or group of entities (the "Controlling Entity") generally controls another entity or group of entities (the "Controlled Entity") if the Controlling Entity possesses either of the following rights or powers and the rights or powers are discretionary and non-ministerial: (i) the right or power both to approve and to remove without cause a controlling portion of the governing body of the Controlled Entity, or (ii) the right or power to require the use of funds or assets of the Controlled Entity for any purpose of the Controlling Entity. If a Controlling Entity controls a Controlled Entity, then the Controlling Entity also controls all entities controlled, directly or indirectly, by the Controlled Entity or Entities. "Costs of Issuance" means all costs incurred in connection with the borrowing. Examples of costs of issuance include (but are not limited to):

-3-

(a) underwriter's spread (whether realized directly or derived through purchase of the Notes at a discount below the price at which a substantial number of Notes are sold to the public); (b) counsel fees (including Note Counsel, underwriter's counsel, City's counsel, and any other specialized counsel fees incurred in connection with the issuance of the Notes); (c) financial advisor fees incurred in connection with the issuance of the Notes; (d) paying agent, disbursement agent, and certifying and authenticating agent fees related to issuance of the Notes; (e) accountant fees related to issuance of the Notes; (f) printing costs (for the Notes and of preliminary and final offering materials); and (g) costs incurred in connection with any required public approval process (e.g., publication costs for public notices generally and costs of the public hearing or voter referendum). "Date of Issue" means September 6, 2017. "Discharged" means, with respect to any Note, the date on which all amounts due with respect to such Note are actually and unconditionally due, if cash is available at the place of payment for such Note, and no interest accrues with respect to such Note after such date. "Fair Market Value" means, in the case of an investment, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's-length transaction. Fair Market Value is generally determined on the date on which a contract to purchase or sell the nonpurpose investment becomes binding (i.e., the trade date rather than the settlement date). Except as otherwise provided below, an investment that is not of a type traded on an established securities market, within the meaning of Section 1273 of the Code, is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. The Fair Market Value of a United States Treasury Obligation that is purchased directly from the United States Treasury is its purchase price. The following safe harbors shall apply for purposes of determining the Fair Market Value of the obligations described below: (a) Certificates of Deposit. For a certificate of deposit that has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal, the purchase price of such certificate of deposit is treated as its Fair Market Value on the purchase date if the yield on the certificate of deposit is not less than: (i) the yield on reasonably comparable direct obligations of the United States; and (ii) the highest yield that is published or provided by the

-4-

provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. (b) Guaranteed Investment Contracts. The purchase price of a guaranteed investment contract (i.e., any Nonpurpose Investment that has a specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate and also includes any agreement to supply investments on two or more future dates (e.g., a forward supply contract)) is treated as its fair market value on the purchase date if: (i) the issuer makes a bona fide solicitation for a specified guaranteed investment contract and receives at least three bona fide bids from providers that have no material financial interest in the sue (e.g., as Underwriter or brokers); (ii) the issuer purchases the highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker's fees); (iii) the yield on the guaranteed investment contract (determined net of broker's fees) is not less than the yield then available from the provider on reasonably comparable guaranteed investment contracts, if any, offered to other persons from a source of funds other than Gross Proceeds of Tax-Exempt Notes; (iv) the determination of the terms of the guaranteed investment contract takes into account as a significant factor the issuer's reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in debt service funds and reasonably required reserve or replacement funds; (v) the terms of the guaranteed investment contract, including collateral security requirements, are reasonable; and (vi) the obligor on the guaranteed investment contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the guaranteed investment contract. For a guaranteed investment contract, a broker's commission or similar fee paid on behalf of either an issuer or the provider is treated as an administrative cost and, except in the case of an issue that satisfies Section 148(f)(4)(D)(i) of the Code, is a qualified administrative cost to the extent that the present value of the commission, as of the date the contract is allocated to the issue, does not exceed the lesser of a reasonable amount (within the meaning of Section 1.148-5(e)(2)(i) of the Regulations) or the present value of annual payments equal to .05 percent of the weighted average amount reasonably expected to be invested each year of the term of the contract. For this purpose, present value is computed using the taxable discount rate used by the parties to compute the commission or, if not readily ascertainable, the yield to the issuer on the investment contract or other reasonable taxable discount rate. Any obligation shall be considered purchased or sold for its Fair Market Value if the City receives an opinion of Note Counsel to the effect that the purchase or sale of such obligation will not adversely affect the exclusion of interest on the Notes for purposes of federal income taxation. "Final Computation Date" means the date the last Note is Discharged. "Governmental Unit" means a state, a political subdivision or instrumentality of the foregoing within the meaning of Section 141(b)(6) of the Code. "Gross Proceeds" means the Proceeds and Replacement Proceeds of an issue.

-5-

"Installment Computation Date" means the last day of the fifth Note Year and each succeeding fifth Note Year. "Investment Proceeds" means any amounts actually or constructively received from investing Proceeds of an issue. "IRS" means the Internal Revenue Service. "Issue Price" (other than for purposes of Form 8038-G) means $12,090,626.85 (par, plus accrued interest, less any original issue discount ("OID"), plus any original issue premium (“OIP”). For purposes of Form 8038-G, Issue Price means $12,090,626.85 (par, less OID, plus OIP). "Management Contract" means a management, service or other incentive payment contract between the City and a Service Provider under which the Service Provider provides services involving all, a portion, or any function of the Project. For example, a Management Contract includes a contract for the provision of management services for the Project and management services for a specific portion of the Project. See Section 1.141-(b)(4)(iii) of the Regulations, which describes certain arrangements generally not treated as a Management Contract. "Minor Portion" means the lesser of 5% of the Proceeds of the Notes or $100,000. "Net Proceeds" means Sale Proceeds, less the portion of those Sale Proceeds invested in a reasonably required reserve or replacement fund and as part of a Minor Portion. "Nonpurpose Investment" means any security, obligation, annuity contract, or investment type property as defined in Section 148(b) of the Code, including "specified private activity bonds" as defined in Code Section 57(a)(5), but excluding all other obligations the interest on which is excludable from federal gross income. "Payments" means, for purposes of Section 1.148-3 of the Regulations (relating to rebate), (i) amounts actually or constructively paid to acquire a Nonpurpose Investment (or treated as paid to a commingled fund); (ii) for a Nonpurpose Investment that is first allocated to an issue on a date after it is actually acquired (e.g., an investment that becomes allocable to Transferred Proceeds or to Replacement Proceeds) or that becomes subject to the rebate requirement on a date after it is actually acquired (e.g., an investment allocated to a reasonably required reserve or replacement fund for a construction issue at the end of the 2-year spending period), the value of that investment on that date; (iii) for a Nonpurpose Investment that was allocated to an issue at the end of the preceding Computation Period, the value of that investment at the beginning of the Computation Period; (iv) the Computation Credit; and (v) yield reduction payments on Nonpurpose Investments made pursuant to Section 1.148-5(c) of the Regulations. For purposes of Section 1.148-5 of the Regulations (relating to yield and valuation of investments), Payments means amounts to be actually or constructively paid to acquire an investment.

-6-

"Periodic Fixed Fee" means a stated dollar amount for services rendered for a specified period of time. The stated dollar amount may automatically increase according to a specified, objective, external standard that is not linked to the output or efficiency of a facility. For example, the Consumer Price Index and similar external indices that track increases in prices in an area or increases in revenues or costs in an industry are objective external standards. For purposes of the compensation arrangements described in 2.3(a)(i)(A) and (B), a fee will not fail to qualify as a Periodic Fixed Fee as a result of a one-time incentive award during the term of the Management Contract under which compensation automatically increases when a gross revenue or expense target (but not both) is reached, if that award is equal to a single, stated dollar amount. "Per-Unit Fee" means a fee based on a unit of service specified in the Management Contract or otherwise specifically determined by an independent third party, such as the City. "Private Business Use" means use (directly or indirectly) in a trade or business carried on by any person or entity other than a governmental unit. Any activity carried on by a person other than a natural person shall be treated as a trade or business. Use on the same basis as the general public is not taken into account. However, trade or business use by all persons on a basis different from the general public is aggregated in determining if the 10 percent threshold is exceeded. See Section 141 of the Code and the Regulations thereunder. "Private Person" means any person or entity other than a Governmental Unit. "Proceeds" means any Sale Proceeds, Investment Proceeds, and Transferred Proceeds. "Project" means that portion of the City’s facilities financed or refinanced with Proceeds of the Notes. "Rebate Analyst" means the entity chosen by the City in accordance with Section 4.9 hereof to determine the amount of required deposits to the Rebate Fund, if any. "Rebate Fund" means the fund by that name established pursuant to Section 4.5 herein. "Rebate Payment Date" means the date following a Computation Date on which the Rebate Amount is mailed or otherwise filed with the IRS. The Rebate Payment Date cannot be a date which is more than 60 days after a Computation Date. "Receipts" means, for purposes of Section 1.148-3 of the Regulations (relating to rebate), (i) amounts actually or constructively received for a Nonpurpose Investment (including amounts treated as received from a commingled fund), such as earnings and return of principal; (ii) for a Nonpurpose Investment that ceases to be allocated to an issue before its disposition or redemption date (e.g., an investment that becomes allocable to Transferred Proceeds of another issue or that ceases to be allocable to the issue pursuant to the universal cap under Section 1.148-6 of the Regulations) or that ceases to be subject to the rebate requirement on a date earlier than its disposition or redemption date (e.g., an investment allocated to a fund initially subject to the rebate requirement but that subsequently qualifies as a bona fide debt service fund), the value

-7-

of that Nonpurpose Investment on that date; and (iii) for a Nonpurpose Investment that is held at the end of a Computation Period, the value of that investment at the end of that period. For purposes of Section 1.148-5 of the Regulations (relating to yield and valuation of investments), Receipts means amounts to be actually or constructively received from the investment, such as earnings and return of principal. "Regulation" or "Regulations" means the temporary, proposed or final Income Tax Regulations, and any amendments thereto, promulgated by the Department of the Treasury and applicable to the Notes, including Sections 1.141-0 through 1.141-15, 1.148-0 through 1.148-11, 1.149(b)-1, 1.149(d)-1, 1.149(g)-1 and Sections 1.150-1 and 1.150-2. "Renewal Option" means a provision under which a Service Provider has a legally enforceable right to renew the Management Contract. For example, a provision under which a contract is automatically renewed for one-year periods absent cancellation by either party is not a Renewal Option (even if it is expected to be renewed). "Sale Proceeds" means any amount actually or constructively received from the sale of an issue, including amounts used to pay underwriter's discount or compensation and accrued interest other than "pre-issuance accrued interest." "Service Provider" means any Private Person that provides services under a service provider agreement with respect to facilities financed or refinanced by the Notes. “Sinking Fund” means the fund by that name created pursuant to the Ordinance. "Tax-Exempt Note" means any obligation other than specified private activity bonds (as defined in Section 57(a)(5)(C) of the Code) the interest on which is excludable from the gross income of the recipients thereof. "Transferred Proceeds" means those Proceeds of a prior issue that become Proceeds of a refunding issue and cease to be Proceeds of the prior issue when Proceeds of the refunding issue discharge any of the outstanding principal amount of the prior issue. The amount of Proceeds of the issue that become Transferred Proceeds of the refunding issue is an amount equal to the Proceeds of the prior issue on the date of that discharge multiplied by a fraction (i) the numerator of which is the principal amount of the prior issue discharged with Proceeds of the refunding issue on the date of that discharge; and (ii) the denominator of which is the total outstanding principal amount of the prior issue on that date immediately before the date of that discharge. "Underwriter" means Boenning & Scattergood, Inc. "Yield" or "yield" means, for purposes of yield on an issue, and as specifically modified herein and as provided further in Section 1.148-4 of the Regulations, the discount rate that, when used in computing the present value as of the issue date of all unconditionally payable payments of principal, interest, fees for qualified guarantees (as defined in Section 1.148-4 of the Regulations) on the issue and amounts reasonably expected to be paid as fees for qualified guarantees on the issue and amounts properly allocable to a qualified hedge (as defined in

-8-

Section 1.148-4 of the Regulations), produces an amount equal to the present value, using the same discount rate, of the aggregate Issue Price of the Notes as of the issue date. For purposes of determining yield on an investment, and as specifically modified herein and as provided further in Section 1.148-5 of the Regulations, yield is that discount rate that, when used in computing the present value as of the date the investment is first allocated to the issue of all unconditionally payable Receipts from the investment, produces an amount equal to the present value of all unconditionally payable payments for the investment. "Yield Restricted Investments" means any investments which either (a) bear a yield that is no greater than the Note Yield, or (b) are investments in one or more Tax-Exempt Notes. Section 1.2. Reliance on Information Provided by the City. Note Counsel shall be permitted to rely, after due inquiry, upon the contents of any certification, document or instructions provided pursuant to this Tax Regulatory Agreement and shall not be responsible or liable in any way for the accuracy of their contents or the failure of the City to deliver any required information. ARTICLE II CERTAIN REPRESENTATIONS Section 2.1. Private Business Use. During the term of the Notes, the City reasonably expects that: (a) No Proceeds of the Notes will be used for any Private Business Use; (b) Payment of the principal of or interest on the Notes is not (under the terms of the Notes or any underlying arrangement) directly or indirectly (i) secured by any interest in (A) property used or to be used for a Private Business Use or (B) payments in respect of such property or (ii) to be derived from payments (whether or not to the City) in respect of property or borrowed money used or to be used for a Private Business Use; (c) No portion of the proceeds of the Notes will be used (directly or indirectly) to make or finance loans to any person, other than persons which are Governmental Units; and Section 2.2. Registration. The Notes are registered within the meaning of Section 149(a) of the Code. Section 2.3. [RESERVED]. Section 2.4. Change of Use. To the extent that the City takes an action that causes the Notes to exceed the limitations set forth in Sections 2.1(a) and (c) hereof, the City represents that it will take such remedial action specified in Section 1.141-12 of the Regulations as is necessary, in the opinion of Note Counsel, to maintain the exclusion from gross income of interest on the Notes for federal income tax purposes.

-9-

Section 2.5. 120 Percent Maturity Limitation. The weighted average maturity of the Notes does not exceed 120 percent of the weighted average reasonably expected remaining economic lives of the projects financed or refinanced with the Notes. Section 2.6. Federal Guarantee. The Notes are not and shall not become directly or indirectly "federally guaranteed." Unless otherwise excepted under Section 149(b) of the Code, the Notes will be considered "federally guaranteed" if: (a) the payment of principal or interest with respect to the Notes is guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof), (b) 5% or more of the proceeds of the Notes is: (i) to be used in making loans, the payment of principal or interest with respect to which are to be guaranteed (in whole or in part) by the United States (or any agency instrumentality thereof), or (ii) to be invested (directly or indirectly) in federally insured deposits or accounts, or (c) the payment of principal or interest on the Notes is otherwise indirectly guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof). For purposes of determining whether the Notes are federally guaranteed, a guarantee by the Federal Housing Administration, the Veterans Administration, the Federal National Mortgage Association, the Federal Home Loan Mortgage Insurance Company, the Government National Mortgage Association or the Ordinance Funding City shall not be considered a "federal guarantee." This Section shall not apply to Proceeds of the Notes invested for an initial temporary period until such proceeds are needed for the purpose for which the Notes were issued, investments of a Bona Fide Debt Service Fund, investments of a reserve which meet the requirements of Section 148(d) of the Code, investments in bonds issued by the United States Treasury, or other investments permitted under the Regulations. Section 2.7. Representations by the City for Purposes of IRS Form 8038-G. Section 149(e) of the Code requires as a condition to qualification for exclusion of interest on the Notes for federal income tax purposes that the City provide to the Clerk of the Treasury certain information with respect to the Notes and the application of the proceeds derived therefrom. The representations of the City will be relied upon by the Note Counsel in satisfying this information reporting requirement. Accordingly, the City hereby certifies to the truth and accuracy of (a) through (p) in Exhibit A. Section 2.8. Hedge Notes. With respect to each of the Notes: (a) the City reasonably expected that at least 85 percent of the Net Sale Proceeds of such Notes would be expended within 3 years of the date of issue of such Notes; and (b) no more than 50 percent of the Net Sale Proceeds of such Notes was invested in Nonpurpose Investments having a substantially guaranteed yield of 4 years or more.

ARTICLE III USE OF BOND PROCEEDS The City represents that the Proceeds of the Notes will be used to (a) currently refund the outstanding Prior Bonds and (b) pay all expenses, including any bond insurance premium,

-10-

incurred by the City in connection with the issuance and sale of Notes. The Proceeds of the Notes will be applied in the manner set forth in Exhibit B hereto. ARTICLE IV ARBITRAGE Section 4.1. Arbitrage Compliance. (a) The City acknowledges that the continued exclusion of interest on the Notes from gross income of the recipients thereof for purposes of federal income taxation depends, in part, upon compliance with the arbitrage limitations imposed by Section 148 of the Code, including the rebate requirement described in Section 4.6 below. The City hereby agrees and covenants that it will not permit at any time or times any of the Gross Proceeds of the Notes nor other funds of the City to be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the Notes to be "arbitrage bonds" for purposes of Section 148 of the Code. The City further agrees and covenants that it shall do and perform all acts and things necessary in order to ensure that the requirements of Section 148 of the Code are met. To that end, the City will take the actions described in this Article IV with respect to the investment of Gross Proceeds. (b) This Tax Regulatory Agreement is intended to be the certificate required by Section 1.148-2(d)(2) of the Regulations. Section 4.2. Arbitrage Representations. (a) No other obligations are being issued or sold at substantially the same time as the Notes (i.e., within 15 days of September 25, 2014) pursuant to the same plan of financing and which are reasonably expected to be paid out of substantially the same source of funds as the Notes or which will be paid directly or indirectly from Proceeds of the sale of the Notes (determined without regard to guarantees from unrelated parties). (b) No portion of the Proceeds of the Notes will be used directly or indirectly to replace funds of the City used directly or indirectly to acquire Nonpurpose Investments which may reasonably be expected, on the date hereof, to produce a Yield materially higher than the Yield on the Notes. (c) The Notes are not and will not be part of a transaction or series of transactions that (i) attempt to circumvent the provisions of Section 148 of the Code, or any successor thereto, and the Regulations promulgated thereunder which enable the City to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage or (ii) increase the burden on the market for tax-exempt obligations in any manner, including, without limitation, by selling obligations that would not otherwise be sold or selling a larger amount of obligations, or issuing them sooner, or allowing them to remain outstanding longer, than would otherwise be necessary.

-11-

(d) Other than as described in this Tax Regulatory Agreement, in connection with the Notes, there has not been created or established, and the City does not expect that there will be created or established, any sinking fund, pledged fund or similar fund, including without limitation any arrangement under which money, securities or obligations are pledged directly or indirectly to secure the Notes or any contract securing the Notes or any arrangement providing for compensating or minimum balances to be maintained by the City with any registered owner of the Notes. (e) The City will use a reasonable, consistently applied accounting method to account for Gross Proceeds, investments and expenditures for the Notes. The City shall additionally use a consistently applied accounting method for allocating Proceeds of the Notes to expenditures, subject to the current outlay of cash rule. See Section 1.148-6(d)(1) of the Regulations. Section 4.3. Certain Yield Restrictions. (a) The Issue Price of the Notes is based on the certificate executed by the Underwriter attached hereto as Exhibit C. The City is not aware of any facts or circumstances that would cause it to question the accuracy of the representations made by the Underwriter. (b) Based on the certificate of the Underwriter attached as Exhibit C, the yield on the Notes is 3.3422% . (c) The Ordinance creates a Sinking Fund. (d) Moneys in the Sinking Fund shall be used solely for the payment of principal, premium, if any, and interest on the Notes and the other bonds issued under the Ordinance. Moneys shall be deposited into the Sinking Fund as provided in the Ordinance. Such moneys will constitute a "sinking fund" and are subject to arbitrage rebate under Article IV of this Tax Regulatory Agreement. The City hereby represents that the Sinking Fund qualifies as a Bona Fide Debt Service Fund, and, therefore, such moneys may be invested without regard to Yield limitations for a temporary period not to exceed thirteen months from the date of receipt. If, at some future date, the Sinking Fund does not qualify as a Bona Fide Debt Service Fund, they must be invested in Yield Restricted Investments. (e) Certain proceeds of the Notes shall be released to the City for various capital projects (the “Capital Project Proceeds”). The City reasonably expects that prior to the expiration of six months following the date hereof (the "Closing Date"), there will be binding obligations to expend in the aggregate at least 5 percent of the Capital Project Proceeds for costs of the acquisition, construction, equipping or improvement of the facilities of the City (the “Capital Project”). The City reasonably expects that the Capital Project will proceed with due diligence to completion. The City reasonably expects that at least 85 percent of the Capital Project Proceeds will have been expended prior to the date that is three years from the Closing Date. The Capital Project Proceeds may be invested without regard to yield limitations for a

-12-

temporary period equal to three years from the Closing Date. After such 3-year period, any remaining Capital Project Proceeds may not be invested at a yield that exceeds the yield on the Notes. (f) Any income realized on investments acquired with Proceeds of the Notes may be invested without regard to yield for a period not to exceed one year from date of receipt of such investment income. Any such investment income that is held for more than one year may, thereafter, be invested in obligations that bear a yield that does not exceed the yield of the Notes. (g) Notwithstanding the limitations listed above, pursuant to Section 148(e) of the Code, the City may invest an amount of proceeds not exceeding the Minor Portion at an unrestricted yield. Section 4.4. Reserved. Section 4.5. Creation of Rebate Fund. (a) Section 148(f) of the Code requires the payment to the United States of the excess of the amount earned on the investment of Gross Proceeds in Nonpurpose Investments over the amount that would have been earned on such investments had the amount so invested been invested at a rate equal to the Note Yield, together with any income attributable to such excess. (b) (i) The City hereby shall establish a special fund (the “Rebate Fund”). (ii) On or before 45 days following each Computation Date, the City shall deposit in the Rebate Fund, an amount such that the balance held in the Rebate Fund equals the aggregate rebate amount due as of the Rebate Payment Date following such Computation Date. The moneys so deposited may be derived from the City's own funds, or from funds or accounts created by the Ordinance (to the extent that such transfers are permitted under the Ordinance), at the option of the City. Section 4.6. Calculation of Rebate Amount. To meet the rebate requirement of Section 148(f) of the Code, the City agrees, covenants or elects, as applicable: (a) For each investment of amounts held with respect to the Notes in the (i) Sinking Fund and (ii) other moneys held by the City that are Gross Proceeds, the City shall record, or cause to be recorded, the information on Exhibit E. (b) For each Computation Date with respect to rebate amounts specified in paragraph (c) below, the Rebate Analyst described in Section 4.8 hereof shall compute the Yield on the Notes as required by the Regulations based on the Issue Price of the Notes. It is the City's intention, however, to cause the calculation of arbitrage rebate done each year in order to better budget for any payment due on an Installment Computation Date.

-13-

(c) Subject to the special rules set forth in paragraphs (d) and (e) below, the Rebate Analyst described in Section 4.9 hereof shall determine the amount of earnings received on all Nonpurpose Investments described in paragraph (a) above, for each Computation Date. In addition, where Nonpurpose Investments of amounts in the funds are retained by the Paying Agent after retirement of the Notes, any unrealized gains or losses as of the date of retirement of the Notes must be taken into account in calculating the earnings on such Nonpurpose Investments to the extent required by the Regulations. The method of Calculation shall follow that set forth in the Regulations. (d) In determining the amount of any rebate computed pursuant to this section, all earnings on any Bona Fide Debt Service Fund shall not be taken into account. (e) For each Computation Date specified in paragraph (c) above, the Rebate Analyst shall calculate for each investment described in paragraphs (a) and (c) above, an amount equal to the earnings which would have been received on such investment at an interest rate equal to the Yield on the Notes as described in paragraph (b) above. The method of calculation shall follow that set forth in the Regulations. (f) In determining the amount of any rebate computed pursuant to this section, qualified administrative costs (as defined in Section 1.148-5(e) of the Regulations) shall be taken into account. (g) For each Computation Date specified in paragraph (c) above, the Rebate Analyst shall calculate the rebate amount by any appropriate method to be described in the Code and Regulations applicable or which become applicable to the Notes and shall determine whether any of the exceptions to the arbitrage rebate requirement contained in Section 1.148-7 of the Regulations applies to the Notes. Section 4.7. Payment to United States. (a) Within 60 days after each Installment Computation Date, the City will pay from the Rebate Fund to the United States 90% of the rebate amount required to be on deposit in the Rebate Fund as of such payment date. The City shall pay to the United States, not later than 60 days after the Final Computation Date, 100% of the balance remaining in the Rebate Fund or such lesser amount as shall be sufficient, in the opinion of Note Counsel, to satisfy the obligation of the City under Section 148 of the Code with respect to the Notes. (b) Each payment of an installment shall be mailed to the Internal Revenue Service Center, Ogden, Utah. Each payment shall be accompanied by (i) a copy of IRS Form 8038-T, and (ii) the CUSIP number for the Note with the latest maturity. (c) If on the Rebate Payment Date the balance on deposit in the Rebate Fund is in excess of the rebate amount attributable to the Notes, such excess may be transferred to any other fund or account created by the Ordinance or, to the extent that such excess is attributable to amounts provided by the City and not derived from any funds or accounts held under the Ordinance, such excess may be withdrawn from the Rebate Fund. The City may direct that any

-14-

overpayment of rebate may be recovered from any rebate payment previously made to the United States under any procedure that may, after the date of this Tax Regulatory Agreement, be permitted by the Code or the Regulations. Section 4.8. Recordkeeping. In connection with the rebate requirement, the City shall maintain (or cause to be maintained) the following records: (a) The City shall record all amounts paid to the United States pursuant to Section 4.6 hereof. (b) The City shall retain records of the rebate calculations until six years after the Final Computation Date. (c) The City shall keep and record the data described in Article 4.5(a) hereof pertaining to the investment of the proceeds of the Notes until six years after the Final Computation Date. Section 4.9. Rebate Analyst. (a) The City shall appoint a Rebate Analyst to perform the calculations as required herein. The Rebate Analyst and each successor Rebate Analyst shall signify its acceptance of the duties imposed upon it hereunder by a written instrument of acceptance delivered to the City under which such Rebate Analyst will agree to discharge its duties pursuant to this Tax Regulatory Agreement in a manner consistent with prudent industry practice. (b) The City may rely conclusively upon and shall be fully protected from all liability in relying upon the opinions, calculations, determinations, directions and advice of the Rebate Analyst. The charges and fees for such Rebate Analyst shall be paid by the City upon presentation of an invoice for services rendered in connection therewith. The City hereby agrees to pay the fees of the Rebate Analyst. ARTICLE V

TERM OF TAX REGULATORY AGREEMENT This Tax Regulatory Agreement shall be effective from the Date of Issue through the date that the last Note is Discharged and, with respect to Section 4.7 of this Tax Regulatory Agreement, the date that is six years after the last Note is Discharged pursuant to the terms of the Ordinance and the terms of the Note. ARTICLE VI AMENDMENTS

-15-

Notwithstanding any other provision hereof, any provision of this Tax Regulatory Agreement may be deleted or modified at any time at the option of the City if the City as provided an opinion of Note Counsel that such deletion or modification will not adversely affect the exclusion of interest on the Notes from the gross income of the recipients thereof for purposes of federal income taxation.

EXHIBIT A INFORMATION FOR FORM 8038-G (a) Issuer's employee identification number 25-600867 (b) Number of 8038-G reports previously filed by the Issuer this calendar year 0 (c) Issue price of the Notes (not including accrued interest) $12,090,625.85 (d) Proceeds used for Accrued Interest 0.00

(e) Costs of Issuance (including Underwriter Discount) $165,283.96 (f) Reasonably Required Reserve Fund deposits $0 (g) Proceeds used for Note Insurance $37,700.09 (h) Refunding Proceeds $11,871,326.88 (i) Nonrefunding Proceeds $16,315.92 (j) Date of final maturity of the Notes 10/01/39 (k) Stated redemption price at maturity of the entire issue of the Notes $12,245,000 (l) Weighted average maturity of the entire issue of the Notes 15.98 years (m) Yield on the entire issue of the Notes 3.3422% (n) Refunded Notes: remaining weighted average maturity 9.22 last date Notes is to be redeemed 10/01/17 date Notes were issued 07/05/12; 01/04/13 (o) Amount of Notes designated under Section 265(b)(3)(B)(i)(III) $0.00 (p) CUSIP Number for the latest Note 583257 TD2

EXHIBIT B SOURCES AND USES OF FUNDS Sources Note Proceeds $12,245,000.00 Net Original Issue Discount

(154,373.15)

Accrued Interest 0.00 Total $12,090,625.85 Uses Redemption Deposit $11,871,326.88 Note Discount 104,082.50 Insurance 37,700.09 Cost of Issuance 61,201.46 City Capital Projects 16,315.92 Accrued Interest 0.00 Total $12,090,625.85

EXHIBIT C

CERTIFICATE OF BOENNING & SCATTERGOOD, INC.

See attached

EXHIBIT D YIELD SCHEDULES

See Verification Report

EXHIBIT E INFORMATION REQUIRED TO CALCULATE ARBITRAGE REBATE The following information must be retained by the City or the Rebate Analyst to ensure that a proper arbitrage rebate calculation can be made: (1) the purchase price of each Nonpurpose Investment; (2) the interest rate on each Nonpurpose Investment; (3) the face amount of each Nonpurpose Investment; (4) the amount of accrued interest, if any, included in the purchase price of each Nonpurpose Investment; (5) the purchase date of each Nonpurpose Investment; (6) the maturity date of each Nonpurpose Investment; (7) the amount of original issue discount or premium (if any) on each Nonpurpose Investment; (8) the frequency of payments on each Nonpurpose Investment; (9) the period of compounding on each Nonpurpose Investment; (10) the yield to maturity on each Nonpurpose Investment; (11) the date of disposition of each Nonpurpose Investment; (12) the amount realized on the disposition of each Nonpurpose Investment; (13) the brokerage fees paid with respect to each Nonpurpose Investment.