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11S r <br />its terms, subject to applicable laws affecting creditors' rights <br />generally, and, in the event the issuer of such credit instrument is <br />not a domestic entity, an opinion of foreign counsel in form and <br />substance satisfactory to the Series 1993 Bond Insurer. In <br />addition, the use of an irrevocable letter of credit shall be <br />subject to receipt of an opinion of counsel acceptable to the Bond <br />Insurer in form and substance satisfactory to the Series 1993 Bond <br />Insurer to the effect that payments under such letter of credit <br />would not constitute avoidable preferences under Section 547 of the <br />United States Bankruptcy Code or similar Florida laws with avoidable <br />preference provisions in the event of the filing of a petition for <br />relief under the United States Bankruptcy Code or similar Florida <br />laws by or against the County (or any other account party under the <br />letter of credit). <br />(3) The obligation to reimburse the issuer of a Reserve <br />Account Credit Instrument for any fees or expenses or claims or <br />draws upon such Reserve Account Credit Instrument shall be <br />subordinate to the payment of debt service on the Bonds. The right <br />of the issuer of a Reserve Account Credit Instrument to payment or <br />reimbursement of its fees and expenses shall be subordinated to cash <br />replenishment of the Reserve Account, and, subject to the second <br />succeeding sentence, its right to reimbursement for claims or draws <br />shall be on a parity with the cash replenishment of the Reserve <br />Account. The Reserve Account Credit Instrument shall provide for a <br />revolving feature under which the amount available thereunder will <br />be reinstated to the extent of any reimbursement of draws or claims <br />paid. If the revolving feature is suspended or terminated for any <br />reason, the right of the issuer of the Reserve Account Credit <br />Instrument to reimbursement will be further subordinated to cash <br />replenishment of the Reserve Account to an amount equal to the <br />difference between the full original amount available under the <br />Reserve Account Credit Instrument and the amount then available for <br />further draws or claims. In the event (a) the issuer of a Reserve <br />Account Credit Instrument becomes insolvent, or (b) the issuer of a <br />Reserve Account Credit Instrument defaults in its payment <br />obligations thereunder, or (c) the rating of the claims paying <br />ability of the issuer of the insurance policy or surety bond falls <br />below "AAA" by S&P and "Asa" by Moody's, or (d) the rating of the <br />issuer of the letter of credit falls below "AA" by S&P and "Aa" by <br />Moody's, the obligation to reimburse the issuer of the Reserve <br />Account Credit Instrument shall be subordinate to the cash <br />replenishment of the Reserve Account. <br />(4) In the event (a) the revolving reinstatement feature <br />described in the preceding subparagraph (3) is suspended or <br />terminated, or (b) the rating of the claims paying ability of the <br />issuer of the, -surety bond or insurance policy falls below "AAA" by <br />S&P and "Aaa" by Moody's, or (c) the rating of the issuer of the <br />letter of credit falls below "AA" by S&P and "As" by Moody's, the <br />Issuer shall either (i) deposit into the Reserve Account an amount <br />sufficient to cause the cash or permitted investments on deposit in <br />the Reserve Account to equal the Reserve Account Requirement, such <br />amount to be paid over the ensuing five years in equal installments <br />deposited at least semi-annually or (ii) replace such instrument <br />with another Reserve Account Credit Instrument within six months of <br />24 <br />