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credit if the letter of credit has not been <br />replaced or renewed. <br />(2) The use of any Reserve Account Credit <br />Instrument shall be subject to receipt of an opinion of <br />counsel acceptable to the Bond Insurer in form and <br />substance satisfactory to the Bond Insurer as to the due <br />authorization, execution, delivery and enforceability <br />of such instrument in accordance with its terms, subject <br />to applicable laws affecting creditors' rights <br />generally, and, in the event the issuer of such credit <br />instrument is not a domestic entity, an opinion of <br />foreign counsel in form and substance satisfactory to <br />the Bond Insurer. In addition, the use of an <br />irrevocable letter of credit shall be subject to receipt <br />of an opinion of counsel acceptable to the Bond Insurer <br />in form and substance satisfactory to the Bond Insurer <br />to the effect that payments under such letter of credit <br />would not constitute avoidable preferences under Section <br />547 of the United States Bankruptcy Code or similar <br />Florida laws with avoidable preference provisions in the <br />event of the filing of a petition for relief under the <br />United States Bankruptcy Code or similar Florida laws <br />by or against the County (or any other account party <br />under the letter of credit). <br />(3) The obligation to reimburse the issuer of <br />a Reserve Account Credit Instrument for any fees or <br />expenses or claims or draws upon such Reserve Account <br />Credit Instrument shall be subordinate to the payment <br />of debt service on the Bonds. The right of the issuer <br />of a Reserve Account Credit Instrument to payment or <br />reimbursement of its fees and expenses shall be <br />subordinated to cash replenishment of the Reserve <br />Account, and, subject to the second succeeding sentence, <br />its right to reimbursement for claims or draws shall be <br />on a parity with the cash replenishment of the Reserve <br />Account. The Reserve Account Credit Instrument shall <br />provide for a revolving feature under which the amount <br />available thereunder will be reinstated to the extent <br />of any reimbursement of draws or claims paid. If the <br />revolving feature is suspended or terminated for any <br />reason, the right of the issuer of the Reserve Account <br />Credit Instrument to reimbursement will be further <br />subordinated to cash replenishment of the Reserve <br />Account to an amount equal to the difference between <br />- 36 - <br />