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Bonds and the enforceability of the Series 1993 Bonds and of the Resolution may <br />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. Sieck <br />5 <br />