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23. Negative Covenants as to Use of Proceeds and Improvements. The City hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit them to be used, or to enter into any 'deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of section l49(g) of the Code. 24. Tax-Exempt status of the Bonds: Rebate: Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the united States. The Mayor, Manager and Finance Director, or any of them, are hereby authorized and directed to make such elections as to arbitrage or rebate matters relating to the Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. 25. No Designation of Qualified Tax-Exempt Obliaations. The Bonds exceed in amount those which may be qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence are not designated for such purposes. 26. Letter of Representations. The Letter of Representations is hereby approved, and shall be executed on behalf of the City by the Mayor and Manager, in substantially the form approved, with such changes, modifications, additions and deletions as shall be necessary and appropriate and approved by Bond Counsel. Execution by such officers of the Letter of Representations shall be conclusive evidence as to the necessity and propriety of changes and their approval by Bond Counsel. So long as Midwest Securities Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Letter of Representations, as it may be amended or supplemented by the City from time to time with the agreement or consent of Midwest Securities Trust Company. 26250 40