PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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deposit of Series 2001 Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2001 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2001 Bonds are credited,which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants,by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to Cede & Co. If less than all of the Series 2001 Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede&Co.will consent or vote with respect to Series 2001 Bonds. Under its usual procedures,DTC will mail an omnibus proxy to the City as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2001 Bonds are credited on the record date (identified in a listing attached to the omnibus proxy). So long as Cede & Co. is a record owner of the Series 2001 Bonds, Cede & Co. shall be entitled to all applicable voting rights and to receive the full amount of all distributions payable with respect thereto. DTC will treat any Participant having Series 2001 Bonds credited to its DTC accounts as entitled to the full benefits of ownership of such Series 2001 Bonds. Without limiting the generality of the preceding sentence,DTC will treat any Participant having Series 2001 Bonds credited to its DTC accounts as entitled to receive distributions(and voting rights,if any)in respect of Series 2001 Bonds,and to receive from DTC certificates evidencing Series 2001 Bonds. Principal,premium, if any, and interest payments on the Series 2001 Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name,"and will be the responsibility of such Participant and not of DTC,the City,the Borrower or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal,premium, if any, and interest to DTC is the responsibility of the Trustee,disbursement of such payments to Direct Participants shall be the responsibility of DTC,and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2001 Bonds at any time by giving reasonable notice to the City or the Trustee.