Common use of Home Office Payment Clause in Contracts

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser Existing Noteholder or its any nominee of such Existing Noteholder shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.116.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Bond Note for principal, Make-Whole Amount, if any, interest and all interest, and any other amounts becoming payable hereunder which may become owing under this Agreement or the Notes, by the method and at the address specified for such purpose below such PurchaserExisting Noteholder’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser Existing Noteholder shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Existing Noteholder shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 16.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer disposition of any Note held by such Purchaser any Existing Noteholder or its any nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2such Existing Noteholder, such Purchaser Existing Noteholder will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds and in a principal amount equal Notes pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 15.2. The Company will afford the benefits of this Section 14.2 16.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser any Existing Noteholder under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Existing Noteholders have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 1516.2.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.114.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Bond Note for principal, Make-Whole Amount, if any, and interest and all other amounts becoming payable hereunder any payments of an Excess Leverage Fee by the method and at the address specified for such purpose below such Purchaser’s name in Schedule AA (in the case of the Series A Notes and the Series B Notes) or as specified in such Purchaser’s Confirmation of Acceptance (in the case of any Shelf Note), or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Each Purchaser hereby agrees that (i) before The Company will make such payments in immediately available funds, no later than 11:00 a.m. New York, New York time on the date due. If for any reason whatsoever the Company does not make any such payment by such 11:00 a.m. transmittal time, such payment shall be deemed to have been made on the next following Business Day and such payment shall bear interest at the Default Rate set forth in the Note. Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Note held by a Purchaser or its nominee, respectivelysuch Purchaser will, will present at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds and in a principal amount equal Notes pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser you or its your nominee shall be the holder Holder of any Bond Note and such Purchaser you or its your nominee shall have given written notice to the Trustee Paying Agent requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.114.1 or such Note to the contrary, the Company will pay all sums becoming due on such Bond Note for principal, Make-Whole Amountpremium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s your name in Schedule A, or by such other method (reasonably acceptable to the TrusteePaying Agent) or at such other address as such Purchaser you shall have from time to time specified to the Trustee Paying Agent in writing for such purpose, without the presentation or surrender of such BondNote. Each Purchaser You hereby agrees agree that (i) before any sale or other transfer by such Purchaser you or its your nominee of any Bond Note in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser you or its your nominee, respectively, will present such Bond Note to the Indenture Trustee in exchange for a new Bond Note or Bonds Notes and in a principal amount equal to the unpaid principal amount of such Bond Note and (ii) promptly following payment in full of any Bond Note thereby, such Purchaseryou, its your nominee or a subsequent Institutional Investor will promptly surrender such Bond Note to the Indenture Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser you under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has you have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any BondNote, such Purchaseryou, its your nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Company and the Indenture Trustee for, and to hold it each of them harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its parteither of their parts, arising out of or in connection with such Purchaser’syour, its your nominee’s 's or such subsequent Institutional Investor’s 's failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond Note and any resignation or removal of the Indenture Trustee. Each holder Holder of a BondNote, by its acceptance of a BondNote, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser or its Additional Purchaser or such Purchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.114.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Bond Note for principal, Make-Whole Amount or LIBOR Breakage Amount, if any, interest and all other amounts becoming payable due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule AA hereto, or, in the case of any Additional Purchaser’s Schedule A attached to any Supplement pursuant to which such Additional Purchaser is a party, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer disposition of any Note held by such any Purchaser or its nominee of any Bond in respect of which any principal payments Additional Purchaser or prepayments have been made in the manner provided in this Section 14.2such Person’s nominee, such Purchaser Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds Notes of the same series (and in a principal amount equal of the same tranche if such series has multiple tranches) pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any BondWaste Connections, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Inc. Note Purchase Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.17

Home Office Payment. So long as any Purchaser (as such term is defined in the Bond Purchase Agreement) or its nominee shall be the holder Holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)First Mortgage Bond, and notwithstanding anything contained in Section 14.1the Indenture or in such First Mortgage Bond to the contrary, the Company will pay all sums becoming due on such First Mortgage Bond for principal, Make-Whole AmountMake‑Whole Amount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such PurchaserHolder’s name in Schedule AA to the Bond Purchase Agreement dated as of April 21, 2020, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser Holder shall have from time to time specified to the Company and the Trustee in writing for such purpose, without the presentation or surrender of such BondFirst Mortgage Bond (notwithstanding the provisions of Section 5.06 of the Original Indenture) unless such Bond is to be paid or redeemed in full, in which case, as a condition to such payment, such Bond shall be presented and surrendered at the place of payment most recently designated by the Company pursuant to Section 3.05 of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any First Mortgage Bond in respect of which held by any principal payments or prepayments have been made in the manner provided in this Section 14.2such Holder, such Purchaser Holder, by its acceptance of a First Mortgage Bond, agrees that it will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such First Mortgage Bond to the Trustee in exchange for a new First Mortgage Bond or First Mortgage Bonds and of the 3.21% Series in a principal amount equal giving effect to such payments of principal and interest pursuant to Section 3.05 of the Indenture, and in either case shall promptly notify the Company and the Trustee of the name and address of the transferee of any such First Mortgage Bond so sold or disposed of. The Trustee shall not be liable or responsible to any such Holder or transferee or to the unpaid principal amount Company or to any other Person for any act or omission to act on the part of the Company or any such Bond Holder in connection with this Article VI. The Company will indemnify and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to save the Trustee for cancellationharmless against any liability resulting from any such act or omission and against any liability resulting from any action taken by the Trustee in accordance with this Article VI. The Company will afford the benefits of this Section 14.2 Article VI to any Institutional Investor that is the direct or indirect transferee of any First Mortgage Bond purchased by a any such Purchaser under this Agreement or its nominee and that has made the same agreement relating to such First Mortgage Bond as such Purchaser has made in is contemplated by this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15Article VI.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Bond, and notwithstanding anything contained in Section 14.1the Indenture or in such Bond to the contrary, the Company will pay pay, or cause to be paid by a paying agent, a trustee or other similar party, all sums becoming due on such Bond for principal, Make-Whole AmountAmount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such Bond or the making of any notation thereon, except that upon written request of the Company or any paying agent made concurrently with or reasonably promptly after payment or prepayment in full of any Bond, such Purchaser shall surrender such Bond for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Article II of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such held by a Purchaser or its nominee, respectivelysuch Purchaser will, will present at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond to the Trustee Company in exchange for a new Bond or Bonds and in a principal amount equal pursuant to Article II of the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationIndenture. The Company will afford the benefits of this Section 14.2 11.1 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 1511.1.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.114.1 or in such Note to the contrary, the Company Obligors will pay all sums becoming due on such Bond Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule AB, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee Obligors in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Obligors made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Obligors pursuant to Section 14.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Note held by a Purchaser or its nominee, respectivelysuch Purchaser will, will present at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds and in a principal amount equal Notes of the same series pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company Obligors will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender ​ ​Section 14.3.​ ​FATCA Information/ Tax Withholding. By acceptance of any BondNote, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Company, or to such other Person as may be reasonably requested by the Company, from time to time (a) in the case of any such holder that is a United States Person, such Purchaser, its nominee holder’s United States tax identification number or other Forms reasonably requested by the Company necessary to establish such holder’s status as a subsequent Institutional Investor shall United States Person under FATCA and as may otherwise be deemed to have agreed to indemnify necessary for the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure Company to comply with its obligations under FATCA or to determine the provisions amount (if any) to deduct and withhold from any such payment made to such holder and (b) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 14.214.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company is required to obtain such information under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder and, including in such event, the costs of defending itself in connection therewithCompany shall treat any such information it receives as confidential. Except as otherwise required by applicable law, such indemnity the Company agrees that it will not withhold from any applicable payment to survive the payment of such Bond and any resignation or removal of the Trustee. Each be made to a holder of a Bond, by its acceptance of a Bond, will be deemed to Note any tax so long as such holder shall have agreed to be bound by and to be entitled delivered to the benefits Company (in such number of this Section 14.2 as though it were a party to this -34- Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Bond, and notwithstanding anything contained in Section 14.1the Indenture or in such Bond to the contrary, the Company will pay pay, or cause to be paid by a paying agent, a trustee or other similar party, all sums becoming due on such Bond for principal, Make-Whole AmountMake‑Whole Amount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such Bond or the making of any notation thereon, except that upon written request of the Company or any paying agent made concurrently with or reasonably promptly after payment or prepayment in full of any Bond, such Purchaser shall surrender such Bond for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Article II of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such held by a Purchaser or its nominee, respectivelysuch Purchaser will, will present at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond to the Trustee Company in exchange for a new Bond or Bonds and in a principal amount equal pursuant to Article II of the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationIndenture. The Company will afford the benefits of this Section 14.2 11.1 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 1511.1.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, AmericasActive:15422968.5 AmericasActive:15549680.1 arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser you or its your nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Replacement Bond, and notwithstanding anything contained in Section 14.114.1 of the Second Amended and Restated Collateral Indenture or in such Replacement Bond to the contrary, the Company will pay all sums becoming due on such Replacement Bond for principal, Make-Whole AmountPremium, if any, and interest and all other amounts becoming payable hereunder shall be paid by the method and at the address specified for such purpose below such Purchaser’s your name in Schedule AI to this Agreement, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser you shall have from time to time specified to the Company and the Collateral Trustee in writing for such purpose, without the presentation or surrender of such Replacement Bond or the making of any notation thereon, except that upon written request of the Company or the Collateral Trustee made concurrently with or reasonably promptly after payment or prepayment in full of any Replacement Bond, you shall surrender such Replacement Bond for cancellation, reasonably promptly after any such request, to the Collateral Trustee at its office designated for such purpose or at the place of payment most recently designated pursuant to Section 14.1 of the Second Amended and Restated Collateral Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Replacement Bond in respect of which any principal payments held by you or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its your nominee, respectivelyyou will, will present at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Replacement Bond to the Collateral Trustee in exchange for a new Replacement Bond or Replacement Bonds pursuant to Section 14.3 of the Second Amended and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationRestated Collateral Indenture. The Company and the Issuer will afford the benefits of this Section 14.2 7.2 to any Institutional Investor that is the direct or indirect transferee of any Replacement Bond purchased by a Purchaser you under this Agreement and that has made the same agreement relating to such Replacement Bond as such Purchaser has you have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 157.2.

Home Office Payment. So long as any Purchaser or its Additional Purchaser or such Purchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.114.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Bond Note for principal, Make-Whole Amount or LIBOR Breakage Amount, if any, interest and all other amounts becoming payable due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule AA hereto, or, in the case of any Additional Purchaser’s Schedule A attached to any Supplement pursuant to which such Additional Purchaser is a party, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal administrative office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer disposition of any Note held by such any Purchaser or its nominee of any Bond in respect of which any principal payments Additional Purchaser or prepayments have been made in the manner provided in this Section 14.2such Person’s nominee, such Purchaser Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds Notes of the same series (and in a principal amount equal of the same tranche if such series has multiple tranches) pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond-44- Waste Connections, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Inc. Note Purchase Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser (as such term is defined in the Bond Purchase Agreement) or its nominee shall be the holder Holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)First Mortgage Bond, and notwithstanding anything contained in Section 14.1the Indenture or in such First Mortgage Bond to the contrary, the Company will pay all sums becoming due on such First Mortgage Bond for principal, Make-Whole AmountAmount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such PurchaserHolder’s name in Schedule AA to the Bond Purchase Agreement dated as of March 30, 2023, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser Holder shall have from time to time specified to the Company and the Trustee in writing for such purpose, without the presentation or surrender of such BondFirst Mortgage Bond (notwithstanding the provisions of Section 5.06 of the Original Indenture) unless such Bond is to be paid or redeemed in full, in which case, as a condition to such payment, such Bond shall be presented and surrendered at the place of payment most recently designated by the Company pursuant to Section 3.05 of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any First Mortgage Bond in respect of which held by any principal payments or prepayments have been made in the manner provided in this Section 14.2such Holder, such Purchaser Holder, by its acceptance of a First Mortgage Bond, agrees that it will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such First Mortgage Bond to the Trustee in exchange for a new First Mortgage Bond or First Mortgage Bonds and of the 5.57% Series in a principal amount equal giving effect to such payments of principal and interest pursuant to Section 3.05 of the Indenture, and in either case shall promptly notify the Company and the Trustee of the name and address of the transferee of any such First Mortgage Bond so sold or disposed of. The Trustee shall not be liable or responsible to any such Holder or transferee or to the unpaid principal amount Company or to any other Person for any act or omission to act on the part of the Company or any such Bond Holder in connection with this Article VI. The Company will indemnify and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to save the Trustee for cancellationharmless against any liability resulting from any such act or omission and against any liability resulting from any action taken by the Trustee in accordance with this Article VI. The Company will afford the benefits of this Section 14.2 Article VI to any Institutional Investor that is the direct or indirect transferee of any First Mortgage Bond purchased by a any such Purchaser under this Agreement or its nominee and that has made the same agreement relating to such First Mortgage Bond as such Purchaser has made in is contemplated by this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15Article VI.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Series 2014B Note, and notwithstanding anything contained in Section 14.1the Indenture or in such Series 2014B Note to the contrary, the Company will pay all sums becoming due on such Bond Series 2014B Note for principal, Make-Whole AmountAmount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such BondSeries 2014B Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Series 2014B Note, such Purchaser shall surrender such Series 2014B Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Article 2 of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Series 2014B Note held by a Purchaser or its nominee, respectivelysuch Purchaser will, will present at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond Series 2014B Note to the Trustee Company in exchange for a new Bond Series 2014B Note or Bonds and in a principal amount equal Series 2014B Notes of the applicable tranche pursuant to Section 2.05 of the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationIndenture. The Company will afford the benefits of this Section 14.2 10.1 to any Institutional Investor that is the direct or indirect transferee of any Bond Series 2014B Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Series 2014B Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 1510.1.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of AmericasActive:12108486.6 a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as The Issuer agrees that all amounts payable to the Purchaser with respect to any Bond held by the Purchaser or its nominee shall be made by the holder of any Bond and such Purchaser or its nominee shall have given written notice Lessee to the Trustee requesting that Purchaser (without any presentment thereof, except upon payment of the provisions final installment of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)principal, and notwithstanding anything contained without any notation of such payment being made thereon) by transmitting before 10:00 a.m., Atlanta, Georgia time (on the date on which interest or principal and interest on the Bonds becomes due) in Section 14.1, cash or by bank wire transfer in federal funds to the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder Purchaser to an account designated in writing by the method and at Purchaser to the address specified for such purpose below such Purchaser’s name in Schedule ALessee, or by in such other method (reasonably acceptable to the Trustee) manner or at such other address in the United States as such may be mutually agreed to by the Purchaser shall have from time to time specified to and the Trustee in writing for such purpose, without the presentation or surrender of such BondLessee. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been Any payment made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply accordance with the provisions of this Section 14.2, including shall be accompanied by sufficient information to identify the costs source and proper application of defending itself such payment. The Purchaser agrees to notify the Trustee in connection therewith, such indemnity writing of any failure of the Lessee to survive the make any payment of such Bond principal of or interest on the Bonds when due, and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will Trustee shall not be deemed to have agreed any notice of such failure unless it has received such notice in writing and such writing references the Bonds and the Indenture. The Issuer covenants and agrees that on or before the Closing Date it will deliver to the Trustee a copy of this Agreement, certified to be bound correct by an officer of the Issuer and to be entitled an officer of the Lessee, together with written notice to the benefits of Trustee that this Section 14.2 8 constitutes a “home office payment agreement” as though contemplated by Section 208 of the Indenture. The Purchaser agrees that if any Bonds are sold or transferred it were will notify the Issuer, the Trustee and the Lessee of the name and address of the transferee, and it will, prior to delivery of such Bonds, make a party notation on such Bonds of the date to which interest has been paid thereon and of the amount of any prepayments made on account of the principal thereof. The rights and obligations of the Issuer, the Lessee and the Purchaser under this AgreementSection 8 shall not be assignable upon the transfer of the Bonds or any portion thereof. SECTION 15So long as the home office payment agreement is in effect as to any Bond, the Trustee shall have no obligations as paying agent in respect to such Bond, nor shall it be obligated to collect rental payments, to act as Bond Registrar or to take any other action in respect thereof, except at the express prior written direction of the Lessee or the Issuer.

Home Office Payment. So long as any Purchaser or its Additional Purchaser or such Purchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.114.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Bond Note for principal, Make-Whole Make‑Whole Amount, if any, TTP 2011 Floating Rate Prepayment Amount, if any, TTP 2011 LIBOR Breakage Amount, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule AA hereto, or, in the case of any Additional Purchaser’s Schedule A attached to any Supplement pursuant to which such Additional Purchaser is a party, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer disposition of any Note held by such any Purchaser or its nominee of any Bond in respect of which any principal payments Additional Purchaser or prepayments have been made in the manner provided in this Section 14.2such Person’s nominee, such Purchaser Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds and in a principal amount equal Notes pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any BondXxxxxxxx Xxxxxxxx & Energy Fund, such PurchaserInc. Master Note Purchase Agreement Section 15. Expenses, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15Etc.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such any Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A B to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amountpremium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below for such Purchaser’s name Purchaser in Schedule AB, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such any Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such any Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a any Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Company and the Trustee for, and to hold it each of them harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its parteither of their parts, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.17 AmericasActive:13347863.5

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.114.1 or in such Note to the contrary, the Company Obligors will pay all sums becoming due on such Bond Note for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule AB, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee Obligors in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Obligors made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Obligors pursuant to Section 14.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Note held by a Purchaser or its nominee, respectivelysuch Purchaser will, will present at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds and in a principal amount equal Notes of the same series pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company Obligors will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender ​ ​Section 14.3.​ ​FATCA Information/ Tax Withholding. By acceptance of any BondNote, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Company, or to such other Person as may be reasonably requested by the Company, from time to time (a) in the case of any such holder that is a United States Person, such Purchaser, its nominee holder’s United States tax identification number or other Forms reasonably requested by the Company necessary to establish such holder’s status as a subsequent Institutional Investor shall United States Person under FATCA and as may otherwise be deemed to have agreed to indemnify necessary for the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure Company to comply with its obligations under FATCA or to determine the provisions amount (if any) to deduct and withhold from any such payment made to such holder and (b) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 14.214.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company is required to obtain such information under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder and, including in such event, the costs of defending itself in connection therewithCompany shall treat any such information it receives as confidential. Except as otherwise required by applicable law, such indemnity the Company agrees that it will not withhold from any applicable payment to survive the payment of such Bond and any resignation or removal of the Trustee. Each be made to a holder of a Bond, by its acceptance of a Bond, will be deemed to Note any tax so long as such holder shall have agreed to be bound by and to be entitled delivered to the benefits Company (in such number of copies as shall be requested) on or about the date on which such holder becomes a holder under this Section 14.2 as though it were a party Agreement (and from time to this time thereafter upon the reasonable request of the Company), Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser or its Additional Purchaser or such Purchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.114.1 or in such Note to the contrary, the Company Obligors will pay all sums becoming due on such Bond Note for principal, Make-Whole AmountAmount or premium, if any, and interest and all other amounts becoming payable hereunder any Swap Indemnification Amount in respect of the Swapped Notes by the method and at the address specified for such purpose below for such Purchaser on Schedule A hereto or, in the case of any Additional Purchaser’s name in , Schedule AA attached to any Supplement pursuant to which such Additional Purchaser is a party, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Trustee Obligors in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Obligors made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Obligors at the principal executive office of the Company or at the place of payment most recently designated by the Obligors pursuant to Section 14.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer disposition of any Note held by such any Purchaser or its nominee of any Bond in respect of which any principal payments Additional Purchaser or prepayments have been made in the manner provided in this Section 14.2such Person’s nominee, such Purchaser Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such Bond Note to the Trustee an Obligor in exchange for a new Bond Note or Bonds and in a principal amount equal Notes pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company Obligors will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15Note.

Home Office Payment. So long as any Purchaser (as such term is defined in the Bond Purchase Agreement) or its nominee shall be the holder Holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)First Mortgage Bond, and notwithstanding anything contained in Section 14.1the Indenture or in such First Mortgage Bond to the contrary, the Company will pay all sums becoming due on such First Mortgage Bond for principal, Make-Whole AmountMake‑Whole Amount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such PurchaserHolder’s name in Schedule AA to the Bond Purchase Agreement dated as of September 30, 2016, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser Holder shall have from time to time specified to the Company and the Trustee in writing for such purpose, without the presentation or surrender of such BondFirst Mortgage Bond (notwithstanding the provisions of Section 5.06 of the Original Indenture) unless such Bond is to be paid or redeemed in full, in which case, as a condition to such payment, such Bond shall be presented and surrendered at the place of payment most recently designated by the Company pursuant to Section 3.05 of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any First Mortgage Bond in respect of which held by any principal payments or prepayments have been made in the manner provided in this Section 14.2such Holder, such Purchaser Holder, by its acceptance of a First Mortgage Bond, agrees that it will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such First Mortgage Bond to the Trustee in exchange for a new First Mortgage Bond or First Mortgage Bonds and of the 2.66% Series in a principal amount equal giving effect to such payments of principal and interest pursuant to Section 3.05 of the Indenture, and in either case shall promptly notify the Company and the Trustee of the name and address of the transferee of any such First Mortgage Bond so sold or disposed of. The Trustee shall not be liable or responsible to any such Holder or transferee or to the unpaid principal amount Company or to any other Person for any act or omission to act on the part of the Company or any such Bond Holder in connection with this Article VI. The Company will indemnify and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to save the Trustee for cancellationharmless against any liability resulting from any such act or omission and against any liability resulting from any action taken by the Trustee in accordance with this Article VI. The Company will afford the benefits of this Section 14.2 Article VI to any Institutional Investor that is the direct or indirect transferee of any First Mortgage Bond purchased by a any such Purchaser under this Agreement or its nominee and that has made the same agreement relating to such First Mortgage Bond as such Purchaser has made in is contemplated by this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15Article VI.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder Holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Senior Subordinated Note, and notwithstanding anything contained in Section 14.114.1 or in such Senior Subordinated Note to the contrary, the Company will pay all sums becoming due on such Bond Senior Subordinated Note for principal, Make-Whole AmountRepayment Premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees Senior Subordinated Note or the making of any notation thereon, except that (ia) before payment-in-kind of interest in lieu of cash through issuance of additional Senior Subordinated Notes in accordance with Section 8.1, will be paid by delivery of such additional Senior Subordinated Notes to the address specified for notices of payments below such Purchaser’s name in Schedule A, or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose and (b) upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Senior Subordinated Note, such Purchaser shall surrender such Senior Subordinated Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other transfer by such Purchaser or its nominee disposition of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Senior Subordinated Note held by a Purchaser or its nominee, respectivelysuch Purchaser will, will present at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Bond Senior Subordinated Note to the Trustee Company in exchange for a new Bond Senior Subordinated Note or Bonds and in a principal amount equal Senior Subordinated Notes pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Senior Subordinated Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Senior Subordinated Note as such Purchaser has the Purchasers have made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.

Home Office Payment. So long as Notwithstanding anything to the contrary in this Agreement, the Indenture or the Bonds, the Company will pay, or cause the Trustee to pay, all amounts payable with respect to any Purchaser or its nominee shall be the Bonds held by each holder of any Bond and such Purchaser or its nominee shall have Bonds which has given written notice to the Trustee Company (such as the written direction given in Schedule 1 to this Agreement) requesting that the provisions of this Section 14.2 10 shall apply (without any presentment of such notice hereby given Bonds and without any notation of such payment being made thereon) by initiating federal funds bank wire transfers no later than 11:00 a.m., New York time, for the account of such holder in Schedule A any bank in the United States as may be designated in writing by such holder (accompanied by sufficient information to this Agreementidentify the source and application of such funds), and notwithstanding anything contained or in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable manner or to the Trustee) or at such other address in the United States as may be designated in writing by such Purchaser holder. The holder of any of the Bonds to which this Section 10 applies agrees that in the event it shall have from time to time specified sell or transfer any of the Bonds, prior to the Trustee in writing for such purpose, without the presentation or surrender delivery of such Bond. Each Purchaser hereby agrees that Bonds to the purchaser or transferee (a) it will (i) before any sale make a proper notation thereon of the portion of the Bond which has been redeemed, or other transfer by such Purchaser or its nominee of any (ii) surrender the Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to representing the unpaid then outstanding principal amount of the Bonds being sold or disposed of and the principal amount of the Bonds held by such Bond holder after such sale or disposition, and (iib) it will promptly following payment notify the Company and the Trustee of the name and address of the transferee of the Bonds being sold or disposed of. Any person to whom this Section 10 applies agrees that Bonds which are redeemed in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor paid on maturity will promptly surrender such Bond be surrendered to the Trustee for cancellationagainst such payment in accordance with the terms of the Indenture. The Company will afford file with the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made Trustee, in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply accordance with the provisions of the Indenture, a certificate stating that the agreement set forth in this Section 14.2, including 10 has been entered into. The Company and the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to Trustee shall be entitled to rely upon any such agreement and shall incur no liability with respect to any holder of the benefits of this Section 14.2 as though it were a party Bonds in so relying and acting pursuant to this such Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser (as such term is defined in the Bond Purchase Agreement) or its nominee shall be the holder Holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)First Mortgage Bond, and notwithstanding anything contained in Section 14.1the Indenture or in such First Mortgage Bond to the contrary, the Company will pay all sums becoming due on such First Mortgage Bond for principal, Make-Whole AmountMake‑Whole Amount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such PurchaserHolder’s name in Schedule AA to the Bond Purchase Agreement dated as of September 29, 2015, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser Holder shall have from time to time specified to the Company and the Trustee in writing for such purpose, without the presentation or surrender of such BondFirst Mortgage Bond (notwithstanding the provisions of Section 5.06 of the Original Indenture) unless such Bond is to be paid or redeemed in full, in which case, as a condition to such payment, such Bond shall be presented and surrendered at the place of payment most recently designated by the Company pursuant to Section 3.05 of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any First Mortgage Bond in respect of which held by any principal payments or prepayments have been made in the manner provided in this Section 14.2such Holder, such Purchaser Holder, by its acceptance of a First Mortgage Bond, agrees that it will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such First Mortgage Bond to the Trustee in exchange for a new First Mortgage Bond or First Mortgage Bonds and of the 4.26% Series in a principal amount equal giving effect to such payments of principal and interest pursuant to Section 3.05 of the Indenture, and in either case shall promptly notify the Company and the Trustee of the name and address of the transferee of any such First Mortgage Bond so sold or disposed of. The Trustee shall not be liable or responsible to any such Holder or transferee or to the unpaid principal amount Company or to any other Person for any act or omission to act on the part of the Company or any such Bond Holder in connection with this Article VI. The Company will indemnify and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to save the Trustee for cancellationharmless against any liability resulting from any such act or omission and against any liability resulting from any action taken by the Trustee in accordance with this Article VI. The Company will afford the benefits of this Section 14.2 Article VI to any Institutional Investor that is the direct or indirect transferee of any First Mortgage Bond purchased by a any such Purchaser under this Agreement or its nominee and that has made the same agreement relating to such First Mortgage Bond as such Purchaser has made in is contemplated by this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15Article VI.

Home Office Payment. So long as any Purchaser or its Additional Purchaser or such Purchaser’s nominee or such Additional Purchaser’s nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)Note, and notwithstanding anything contained in Section 14.115.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Bond Note for principal, Make-Whole Amount or LIBOR Breakage Amount, if any, interest and all other amounts becoming payable due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule AA hereto, or, in the case of any Additional Purchaser’s Schedule A attached to any Supplement pursuant to which such Additional Purchaser is a party, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Trustee Company in writing for such purpose, without the presentation or surrender of such BondNote or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal administrative office or at the place of payment most recently designated by the Company pursuant to Section 15.1. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer disposition of any Note held by such any Purchaser or its nominee of any Bond in respect of which any principal payments Additional Purchaser or prepayments have been made in the manner provided in this Section 14.2such Person’s nominee, such Purchaser Person will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such Bond Note to the Trustee Company in exchange for a new Bond Note or Bonds Notes of the same series (and in a principal amount equal of the same tranche if such series has multiple tranches) pursuant to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellationSection 14.2. The Company will afford the benefits of this Section 14.2 15.2 to any Institutional Investor that is the direct or indirect transferee of any Bond Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond Note as such Purchaser has the Purchasers have made in this Section 14.215.2. Upon receiving payment as specified above without the presentation or surrender of any BondWaste Connections, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Inc. Note Purchase Agreement. SECTION 15.

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.of

Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement), and notwithstanding anything contained in Section 14.1, the Company will pay all sums becoming due on such Bond for principal, Make-Whole Amount, if any, interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser shall have from time to time specified to the Trustee in writing for such purpose, without the presentation or surrender of such Bond. Each Purchaser hereby agrees that (i) before any sale or other transfer by such Purchaser or its nominee of any Bond in respect of which any principal payments or prepayments have been made in the manner provided in this Section 14.2, such Purchaser or its nominee, respectively, will present such Bond to the Trustee in exchange for a new Bond or Bonds and in a principal amount equal to the unpaid principal amount of such Bond and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to the Trustee for cancellation. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Bond purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Bond as such Purchaser has made in this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15.17

Home Office Payment. So long as any Purchaser (as such term is defined in the Bond Purchase Agreement) or its nominee shall be the holder Holder of any Bond and such Purchaser or its nominee shall have given written notice to the Trustee requesting that the provisions of this Section 14.2 apply (such notice hereby given in Schedule A to this Agreement)First Mortgage Bond, and notwithstanding anything contained in Section 14.1the Indenture or in such First Mortgage Bond to the contrary, the Company will pay all sums becoming due on such First Mortgage Bond for principal, Make-Whole AmountMake‑Whole Amount or premium, if any, and interest and all other amounts becoming payable hereunder by the method and at the address specified for such purpose below such PurchaserHolder’s name in Schedule AA to the Bond Purchase Agreement dated as of June 15, 2016, or by such other method (reasonably acceptable to the Trustee) or at such other address as such Purchaser Holder shall have from time to time specified to the Company and the Trustee in writing for such purpose, without the presentation or surrender of such BondFirst Mortgage Bond (notwithstanding the provisions of Section 5.06 of the Original Indenture) unless such Bond is to be paid or redeemed in full, in which case, as a condition to such payment, such Bond shall be presented and surrendered at the place of payment most recently designated by the Company pursuant to Section 3.05 of the Indenture. Each Purchaser hereby agrees that (i) before Prior to any sale or other transfer by such Purchaser or its nominee disposition of any First Mortgage Bond in respect of which held by any principal payments or prepayments have been made in the manner provided in this Section 14.2such Holder, such Purchaser Holder, by its acceptance of a First Mortgage Bond, agrees that it will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or its nominee, respectively, will present surrender such First Mortgage Bond to the Trustee in exchange for a new First Mortgage Bond or First Mortgage Bonds and of the 2.80% Series in a principal amount equal giving effect to such payments of principal and interest pursuant to Section 3.05 of the Indenture, and in either case shall promptly notify the Company and the Trustee of the name and address of the transferee of any such First Mortgage Bond so sold or disposed of. The Trustee shall not be liable or responsible to any such Holder or transferee or to the unpaid principal amount Company or to any other Person for any act or omission to act on the part of the Company or any such Bond Holder in connection with this Article VI. The Company will indemnify and (ii) promptly following payment in full of any Bond thereby, such Purchaser, its nominee or a subsequent Institutional Investor will promptly surrender such Bond to save the Trustee for cancellationharmless against any liability resulting from any such act or omission and against any liability resulting from any action taken by the Trustee in accordance with this Article VI. The Company will afford the benefits of this Section 14.2 Article VI to any Institutional Investor that is the direct or indirect transferee of any First Mortgage Bond purchased by a any such Purchaser under this Agreement or its nominee and that has made the same agreement relating to such First Mortgage Bond as such Purchaser has made in is contemplated by this Section 14.2. Upon receiving payment as specified above without the presentation or surrender of any Bond, such Purchaser, its nominee or a subsequent Institutional Investor shall be deemed to have agreed to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on its part, arising out of or in connection with such Purchaser’s, its nominee’s or such subsequent Institutional Investor’s failure to comply with the provisions of this Section 14.2, including the costs of defending itself in connection therewith, such indemnity to survive the payment of such Bond and any resignation or removal of the Trustee. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 14.2 as though it were a party to this Agreement. SECTION 15Article VI.