c. Resolution/Shanley MIDA Bnd - Laserfiche WebLink

Credit Provider Bonds shall be registered in the name of Wells Fargo Brokerage Services, LLC for the b~nefit of the Guarantor and held by the Bond Registrar as custodian for and on behalf of the Guarantor. The Remarketing Agent shall continue to use its best efforts to remarket such Credit Provider Bonds. Upon the successful remarketing of such Credit Provider Bonds by the Remarketing Agent, such Credit Provider Bonds will automatically be released by the Guarantor. Upon receipt of the remarketing proceeds thereof, and upon receipt of written notice fi.om the Guarantor that the Guaranty remains in effect, the Credit Provider Bonds shall be registered in the name(s) of and delivered to the purchaser(s) thereof and the remarketing proceeds shall be promptly remitted by the Paying Agent to the Guarantor unless the Company has repaid the Guarantor. 12. PURCHASE ACCOUNT. With respect to each Tender Date, there shall be deposited or credited to a separate subaccount of the Purchase Account established therefor, to be designated as the Remarketing Sub-Account, all moneys deposited with the Tender Agent by the Remarketing Agent fi.om the proceeds of remarketing the Bonds (other than to the Company, or the County, or a related person). Any amount received by the Paying Agent pursuant to the Guaranty (or otherwise for payment of the Purchase Price) shall be deposited or credited to a separate subaccount of the Purchase Account, to be designated as the Credit Sub-Account. Any other amounts designated to be deposited in the Purchase Account shall be deposited in a separate subaccount. On each Tender Date the Tender Agent shall apply amounts in the applicable Purchase Account to purchase Tendered Bonds. Moneys in the Purchase Account shall be used solely for the purchase of Tendered Bonds except as provided below. The Purchase Price for Tendered Bonds shall be paid on each Tender Date fi.om the following sources and amounts in the applicable Purchase Account in the following order, with each source o f funds being deemed applied allocable to all Tendered Bonds in respect of which a payment is made: (a) first, fi.om amounts derived fi.om the remarketing of the Tendered Bonds to any person other than the Company, or the County, or a related person); (b) next, from any amounts paid under the Guaranty; and (c) next, fi.om any other amounts held by the Tender Agent for purchase of the Tendered Bonds. On each Tender Date following receipt by the Tender Agent of any funds pursuant to the Guaranty to pay the Purchase Price of any Tendered Bonds due on such date, the Tender Agent shall transfer to the Guarantor, from and to the extent of any other amounts in the Purchase Account not required to pay such Purchase Price due on or before such date, an amount equal to the amount payable under the Reimbursement Agreement. Except as provided below, any moneys remaining credited to the Purchase Account subsequent to any Tender Date in excess of those necessary to effect the Optional Tender Purchase of all Tendered Bonds due on or before such date and to reimburse the Guarantor shall be returned to the Company. -4-