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Certificates. Such ratings reflect only the views of such organization and any desired explanation of the significance of such rating should be obtained from the rating agency furnishing the same, at the following address: Standard & Poor's Corporation, 55 Water Street, New York, New York 10041, and Moody's Investors Service, 99 Church Street, New York, New York 10007. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Certificates. UNDERWRITING The Certificates have been purchased by , as the Underwriter pursuant to a competitive bidding procedure. The Underwriter has agreed to purchase the Certificates from the City at a purchase price of $ (equal to the principal amount of the Certificates, plus a net original issue premium of $ and less an Underwriters' discount of $ ). The Underwriter will purchase all of the Certificates if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the Notice Inviting Bids, the approval of certain legal matters by counsel and certain other conditions. CONTINUING DISCLOSURE The City has covenanted for the benefit of Owners and Beneficial Owners of the Certificates to provide certain annual financial information and operating data relating to the City (the "Annual Reporn by not later than March 31 in each year commencing March 31, 2008, and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository, and with the appropriate State information depository, if any. The notices of material events will be filed by the City with the Municipal Securities Rulemaking Board (and with the appropriate State information depository, if any). The specific nature of the information to be contained in the Annual Report or the notices of material events is set forth in "APPENDIX G - Form of Continuing Disclosure Certificate." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5) (the "Rule"). The City has never failed to comply in all material respects with any previous undertakings with regard to the Rule to provide annual reports or notices of material events. VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by the City relating to (a) computation of forecasted receipts of principal and interest on amounts deposited with the trustee for the 1999 Ce.rtificates and the forecasted payments of principal and interest to redeem the 1999 Certificates, and (b) computation of the yields on the 1999 -42-