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40 EXHIBIT B not be lowered or withdrawn thereby, such agreement shall terminate and be of no force and effect as and when and to the extent that the acceptance of such collateral would not result in the Credit Facility Provider being released, prevented or restrained from or delayed in fulfilling its obligation under the Credit Facility. Section 5.07 of the Indenture and Section 3.03 of the Loan Agreement provide that the Borrower, with the written consent of NHC, may provide for the delivery of a substitute credit facility, which may be a letter of credit, bond insurance policy, bond purchase agreement, guaranty, line of credit, surety bond or similar credit or liquidity facility. However, in connection with the delivery of any such substitute credit facility, either (i) there shall first be delivered to the Trustee, among other things, written evidence from each Rating Agency (as defined in the Indenture) that such Rating Agency has reviewed such credit facility and that the substitution or replacement of such credit facility for the credit facility then in effect will not result in a reduction or withdrawal of its ratings on the Bonds or (ii) the Bonds will be subject to mandatory tender prior to the expiration of the Credit Facility then in effect. In rendering this opinion, we have assumed that neither the Borrower nor the issuer is insclvent (within the meaning of the Bankruptcy Code) on the date hereof. Based upon the foregoing, and subject to the limitations set forth in the following paragraph, it is our opinion that payments of the principal or redemption price of and interest on, or the purchase price of, the Bonds by the Trustee or the Registrar and Paying Agent from Available Moneys or from amounts realized from payments on Government Obligations purchased with Available Moneys would not be avoidable under Section 547 of the Bankruptcy Code by a trustee in bankruptcy of the Borrower or the Issuer if the Borrower or the Issuer became the subject of a case under the Bankruptcy Code. We express no opinion regarding any payments of the principal or redemption price of or interest on, or the purchase price of, the Bonds that are made (i) to "insiders" within the meaning of Section 101(30) of the Bankruptcy Code, (ii) from sources other than Available Moneys or amounts realized from payments on Government Obligations purchased with Available Moneys, (iii) from amounts realized under any substitute credit facility delivered in accordance with the Indenture, (iv) after moneys other than Available Moneys have been deposited in the Debt Service Fund as a result of the Credit Facility Provider having wrongfully failed to honor a 9751a:10/22/87 3002-353