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II <br />IY� <br />It is to be understood that the rights of the holders of the Series <br />1991 Bonds and the enforceability of the Series 1991 Bonds and of the Resolution <br />may be subject to bankruptcy, insolvency, reorganization, moratorium and other <br />similar laws affecting creditors' rights heretofore or hereafter enacted and that <br />their enforcement may be subject to the exercise of judicial discretion in <br />accordance with general principles of equity. <br />Very truly yours, <br />RHOADS & SINON <br />By: <br />Charles L. Steck <br />1 <br />