Common use of Electronic Delivery Clause in Contracts

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c) or (cd) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a), (b) or (b) c), as the case may be, and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser and each holder of a Note by e-mail; (ii) the Company or the Parent Guarantor, as applicable, shall have timely filed such its Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b), 7.1(c) as the case may be, with the SEC on ▇▇▇▇▇ and the Company shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(c) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company or the Parent Guarantor, as applicable, shall have filed any of the items referred to in Section 7.1(c7.1(d) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in Schedule A or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreementhereof; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Issuer and/or the General Partner pursuant to Sections 7.1(a), (b), (c), (d), (e) or (ci) and Section 7.2 shall be deemed to have been delivered if the Company such Person satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a), (b), (c) or (bd) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(e) or Section 7.1(i) are delivered to each Purchaser and each holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Issuer and the General Partner; (iib) the Company Issuer shall have timely filed such the Issuer’s Quarterly Report on Form 10–-Q or the Issuer’s Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and on ▇▇▇▇▇ or shall have made such form and the related Officer’s Certificate financial statements satisfying the requirements of Section 7.2 7.1(a) or (b) available on its home page on the internet, which is located at ▇▇▇▇://.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date Execution Date, and shall have delivered the related Officer’s Certificate satisfying the requirements of this AgreementSection 7.2 to each Purchaser and each holder of a Note by e-mail (which e-mail shall include a notification of such filing with the SEC on ▇▇▇▇▇ or such posting on its home page) at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Issuer and the General Partner; (iiic) the General Partner shall have timely filed the General Partner’s Quarterly Report on Form 10-Q or the General Partner’s Annual Report on Form 10-K, satisfying the requirements of Section 7.1(c) or Section 7.1(d), as the case may be, with the SEC on ▇▇▇▇▇ or shall have made such financial statements satisfying the requirements of Section 7.1(c) or (d) available on its home page on the internet, which is located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the Execution Date, and shall have delivered the related Officer’s Certificate satisfying the requirements of Section 7.2 to each Purchaser and each holder of a Note by e-mail (which e-mail shall include a notification of such filing with the SEC on ▇▇▇▇▇ or such posting on its home page) at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Issuer and the General Partner; (d) such financial statements satisfying the requirements of Section 7.1(a), (b), (c) or Section 7.1(b(d) and related Officer’s Certificate(s) Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(e) or Section 7.1(i) are timely posted by or on behalf of the Company Issuer and/or the General Partner on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; or (ive) the Company Issuer and/or the General Partner shall have timely filed any of the items referred to in Section 7.1(c7.1(e) or Section 7.1(i) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; provided however, that in no case shall access to such financial statements, opinions of independent counsel, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses (ii), (iiid) or (ive), the Company Issuer and/or the General Partner shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or any holder to receive paper copies of such forms, financial statements statements, opinions of independent counsel, other information and Officer’s Certificates or to receive them by e-mail, the Company Issuer and/or the General Partner will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a8.1(a), (b), (c), (l) or (cm) and Section 7.2 8.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a8.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 8.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such its Form 10–Q or Form 10–K, satisfying within the requirements of time period specified in Section 7.1(a8.1(a) or Section 7.1(b8.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 8.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementRestatement Effective Date; (iii) such financial statements satisfying the requirements of Section 7.1(a8.1(a) or Section 7.1(b8.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 8.2 or any items referred to in Section 8.1(l) or 8.1(m), as applicable, are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c8.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are The financial statements required to be delivered by the Company pursuant to Sections 7.1(a)Section 8.3.4.7(iii) [SEC Reports; Shareholder Communications], (b) or (c) Section 8.3.1 [Quarterly Financial Statements] and Section 7.2 8.3.2 [Annual Financial Statements] may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the Company satisfies any of the following requirements: date (i) on which the Borrower posts such financial statements satisfying documents on the requirements of Section 7.1(a) Borrower’s website on the Internet or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) on which such documents are posted by the Company shall Borrower or on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have timely access, including the Platform (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower’s having filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC Securities and shall have made Exchange Commission, and such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 documents being publicly available on its home page as posted on the internetElectronic Data Gathering, which is located at ▇▇▇▇://▇▇▇.Analysis and Retrieval system (▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or otherwise, (a) an annual report on Form 10-K for such year will satisfy the Borrower’s obligation under Section 7.1(b8.3.2 [Annual Financial Statements] with respect to such year and (b) and related Officera quarterly report on Form 10-Q for such quarter will satisfy the Borrower’s Certificate(s) satisfying the requirements of obligation under Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website 8.3.1 [Quarterly Financial Statements] with respect to which each holder of Notes has free access; or (iv) the Company such quarter. The Administrative Agent shall have filed any no obligation to request the delivery of the items referred or to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such formsrequest by a Lender for delivery, financial statements and Officer’s Certificates each Lender shall be solely responsible for timely accessing posted documents requesting delivery of copies to it or to receive them by e-mail, the Company will promptly e-mail them or deliver maintaining its copies of such paper copies, as the case may be, to such holderdocuments.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other reports, documents and other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c) or (cf) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other reports, documents or other information required under Section 7.1(c) or Section 7.1(f) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth below such holder’s name on the signature pages hereto (if such holder is a Purchaser) or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any reports, documents or other information required under Section 7.1(c) or Section 7.1(f) are timely posted by or on behalf of the Company on IntraLinks Venue, ▇▇▇▇▇ or on any other similar website to which each holder of Notes hereunder has free access; or (ivd) the Company shall have timely filed or furnished any of the items referred to in Section 7.1(c) or Section 7.1(f) with or to the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Venue or on any other similar website to which each holder of Notes hereunder has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in Schedule A or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company such Obligors pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company such Obligor satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mail;mail at the e-mail address set forth in such holder’s Schedule A information or as communicated from time to time in a separate writing delivered to the Company; or (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiib) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company Obligors on IntraLinks or on any other similar website to which each holder of Notes has free accessaccess or are made available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; or (ivc) the Company Parent Guarantor shall have timely filed any of the items referred to in Section 7.1(c7.1(c)(ii) with on, as the SEC case may be, SEDAR or ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses clause (ii), (iii) or (ivb), the Company Obligors shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing availability in connection with each delivery, ; and provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company Obligors will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail;; Waste Connections, Inc. Note Purchase Agreement (ii) the Company shall have timely filed (or if the Company requests an extension for filing under applicable Securities Law, within the grace period permitted by such applicable Securities Law) such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ED▇▇▇ (or the Canadian equivalent thereof) and shall have made such form and the related Officer’s Certificate (with respect to such Section 7.1(a) and Section 7.1(b)) satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ht▇▇▇▇://://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as ▇s of the date of this the Assumption Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free accessaccess or made available on its home page on the internet, which is located at ht▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇s of the date of the Assumption Agreement; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ED▇▇▇ (or the Canadian equivalent thereof) and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than (i) customary limitations on reliance for items prepared by an agent or professional advisor of the Company and (ii) confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses clause (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing availability in connection with each delivery, ; provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver (or cause to be delivered) such paper copies, as the case may be, to such holder.. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from Section 20, Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, Section 20 shall supersede any such other confidentiality undertaking. Waste Connections, Inc. Note Purchase Agreement

Electronic Delivery. Financial statements, opinions of independent certified public accountantsaccountants or independent auditors (as applicable), other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note Bond by e-mailmail at the e-mail address set forth in such holder’s Schedule B or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on through its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes Bonds has free access; or (ivd) the Company (or its parent entity) shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its through the Company’s home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes Bonds has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note Bond prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections Section 7.1(a), (b7.1(b) or (c7.1(c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (bSection 7.1(b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at h▇▇▇://▇▇▇.▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the a Constituent Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the such Constituent Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Constituent Companies; (iib) the Company Parent Guarantor shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://.▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the such Constituent Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the such Constituent Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), except to the extent the relevant information has been filed with the SEC on ▇▇▇▇▇, such Constituent Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the such Constituent Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder; provided, however, that so long as the Constituent Companies have otherwise complied with the requirements of this Section 7, failure to send e-mailed or paper copies within the time required by this particular provision of this Section 7 shall not constitute a Default or Event of Default hereunder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Obligors pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company any Obligor satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser and holder of a Note by e-maile‑mail at the e‑mail address set forth in such Purchaser or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to any Obligor; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiib) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company or the Parent on IntraLinks or on any other similar website to which each Purchaser and holder of Notes has free access; or (ivc) the Company and the Parent shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on through its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (ii), (iiib) or (ivc), the Company Obligors shall have given each Purchaser and holder of a Note prior written notice, which may be by e-mail e‑mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-maile‑mail, the Company will promptly e-mail e‑mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Parent and the Issuer pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company Issuer satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company Parent or the Issuer, as the case may be, shall have timely filed such Form 10–—Q or Form 10–—K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page website on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Parent of the Issuer, as the case may be, on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company Parent or the Issuer, as the case may be, shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page website on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company Parent or the Issuer, as the case may be, shall have given each holder of a Note prior or contemporaneous written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Parent or the Issuer, as the case may be, will promptly e-mail them or deliver such paper copiescopies as are specifically requested, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), clause (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, statements and other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 7.1 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of any information required under Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are 7.1 is delivered to each Purchaser or holder of a Note Bond by e-mailmail at the e-mail address set forth on Schedule B or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such its Quarterly Report on Form 10–Q (the “Form 10-Q”) or Annual Report on Form 10–K (the “Form 10-K”), satisfying the requirements of and any other information specified in Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its Xcel Energy Inc.’s home page on the internet, which is located at ▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement;; or (iiic) such financial statements satisfying the requirements of any information required under Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 7.1 are timely posted by or on behalf of the Company on Xcel Energy Inc.’s home page on the internet or IntraLinks or on any other similar website to which each holder of Notes Bonds has free access; or . provided however, that in no case shall access to such information be conditioned upon any waiver or other agreement or consent (iv) the Company shall have filed any other than confidentiality provisions consistent with Section 20 of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free accessthis Agreement); provided howeverfurther, that in the case of any of clauses clause (ii), (iii) or (ivc), the Company shall have given each Purchaser or each holder of a Note Bond prior written notice, notice which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates other information or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser and holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in Schedule A or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementExecution Date; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Parent or the Company pursuant to Sections 7.1(a), (b), (c), (d) or (cf) and Section 7.2 shall be deemed to have been delivered if the Company Parent or the Company, as applicable, satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a), (b), (c) or (bd) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser (until the Closing) and each holder of a Note by e-mailemail at the email address set forth under such Purchaser’s or holder’s name on Schedule B or as communicated from time to time in a separate writing delivered to the Company and the Parent; (ii) the Company Parent or the Company, as applicable, shall have timely filed such Quarterly Report on Form 10–-Q or Annual Report on Form 10–-K, satisfying the requirements of Section 7.1(a), (b), (c) or Section 7.1(b(d), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its website, the home page on the internet, of which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a), (b), (c) or Section 7.1(b) (d), as the case may be, and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Parent or the Company, as applicable, on IntraLinks its website, the home page of which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement, or on Intralinks or on any other similar website to which each Purchaser (until the Closing) and each holder of Notes has free access; or (iv) the Company Parent or the Company, as applicable, shall have filed any of the items referred to in Section 7.1(c7.1(f) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page website on the internet or on IntraLinks Intralinks or on any other similar website to which each Purchaser (until the Closing) and each holder of Notes has free access; provided however, that in the case of a delivery pursuant to any of clauses (ii), (iii) or (iv), such delivery shall not be deemed to have occurred until the Company Parent or the Company, as applicable, shall have given each Purchaser (until the Closing) and each holder of a Note prior written notice, which may be by e-mail email or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any such Purchaser or holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mailemail, the Company Parent or the Company, as applicable, will promptly e-mail email them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officersofficers’ Certificates that are certificates required to be delivered by the Company Parent pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate certificate satisfying the requirements of Section 7.2 are delivered to you and each other holder of a Note Notes by e-mail; , (ii) the Company Parent shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), (b) as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form Form and the related Officer’s Certificate certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is worldwide web (at the date of this Agreement located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; ▇), (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b(b) and related Officer’s Certificate(s) certificate satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Parent on IntraLinks or on any other similar website to which each holder of Notes has free access; or access or (iv) the Company Parent shall have filed any of the items referred to in Section 7.1(c) with the SEC on “▇▇▇▇▇” and shall have made such items available on its home page on the internet worldwide web or if any of such items are timely posted by or on behalf of the Parent on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses clause (i), (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper holder, the Parent will thereafter deliver written copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, certificates to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser and holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on E▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at h▇▇▇://▇▇▇.▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement, or shall have delivered such certificate to each holder of a Note by e-mail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on E▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.. WhiteHorse Finance, Inc. Note Purchase Agreement

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Obligors pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies Obligors satisfy any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Obligors on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iviii) the Company shall have filed any of the items referred to in Section 7.1(c) shall have been filed with the SEC and on ▇▇▇▇▇ or shall have been made such items available on its their home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses clause (ii), (iii) or (iv), the Company Obligors shall have given give each holder of a Note prior written noticenotice within five (5) Business Days of posting of the financial statements and/or Officer’s Certificate, which may be by e-mail (containing a link to the applicable website where such information is posted) or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Obligors will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser and holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at h▇▇▇://▇▇▇.▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c) or (ch) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(h), as the case may be, with the SEC on ▇▇▇▇▇ and shall have (A) made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http:// ▇▇▇.▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementAgreement and (B) delivered any related Officer’s Certificate to each holder of a Note by electronic mail; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail mail, included in the Officer’s Certificate delivered pursuant to Section 7.2, or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections Section 7.1(a), (b7.1(b) or (c7.1(c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (bSection 7.1(b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information statements and Officersofficers’ Certificates that are certificates required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate certificate satisfying the requirements of Section 7.2 are delivered to you and each other holder of a Note Notes by e-mail; mail or (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), (b) as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form Form and the related Officer’s Certificate certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is worldwide web (at the date of this Agreement located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; ▇) or (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b(b) and related Officer’s Certificate(s) certificate satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or access or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on “▇▇▇▇▇” and shall have made such items available on its home page on the internet worldwide web or if any of such items are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses clause (i), (ii), (iii) or (iv), ) the Company shall have given concurrently with such filing or posting give notice to each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, Notes of such posting or filing in connection with each delivery, and provided further, that upon request of any holder to receive paper holder, the Company will thereafter deliver written copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, certificates to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser and holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; provided provided, however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided, further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided provided, further, that upon request of any Purchaser or any holder to receive paper copies of such forms, financial statements statements, other Public Service Company of New Mexico Note Purchase Agreement information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (cd) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(d) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company or Whitestone REIT shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Compliance Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Compliance Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(d) are timely posted by or on behalf of the Company or Whitestone REIT on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company or Whitestone REIT shall have timely filed any of the items referred to in Section 7.1(c7.1(d) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company or posted such information on Intralinks or on any other similar website to which each holder of Notes has free access; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available to each holder of a Note by electronic mail or by posting such information on its home page Intralinks or on the internet, any other similar website to which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as each holder of the date of this AgreementNotes has free access; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c), or any Supplement referred to in Section 7.1(i), as applicable, are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each Purchaser and holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(i) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access▇▇▇▇▇; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iia), (iiib), (c) or (ivd), the Company shall have given each Purchaser and holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be furnished or delivered by the Company Authority to any Purchaser or holder of a Note pursuant to Sections 7.1(a), (b) or (c) 8.1 and Section 7.2 8.2 shall be deemed to have been delivered if the Company Authority satisfies any of the following requirements:requirements with respect thereto (for the avoidance of doubt, without limitation of any requirement in such Sections to publicly file or post any such information): (i) such financial statements statements, opinions, other information and/or Officer’s Certificates, as applicable, satisfying the requirements of Section 7.1(a) 8.1 or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 8.2, as applicable, are delivered to each holder of a Note by e-mail; (ii) the Company Authority shall have timely filed such a Form 10–Q or Q, Form 10–K or Form 8-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b8.1(a), as or shall have otherwise filed the case may beapplicable information, with the SEC and on ▇▇▇▇▇ or shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 any applicable financial statement, report, certificate or other information available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement;; or (iii) such financial statements and other information satisfying the requirements of Section 7.1(a) or Section 7.1(b) 8.1 and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 8.2 are timely posted by or on behalf of the Company Authority on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided provided, however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Authority will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or ), (c) ), (f), the last paragraph of Section 7.1, if any, and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements or other information satisfying the requirements of Section 7.1(a) ), (b), (c), or (bf) and the last paragraph of Section 7.1, if any, and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser and each holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q -Q, Form 10-K, Form 8-K, or Form 10–K, 4 satisfying the requirements of Section 7.1(a) ), (b), (c), or Section 7.1(b(f), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form form, the financial statements required by the last paragraph of Section 7.1, if any, and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇-▇▇▇▇.▇▇▇ as of the date of this Agreement;Execution Date; or (iiic) such financial statements or other information satisfying the requirements of Section 7.1(a), (b), (c), or (f) or and the last paragraph of Section 7.1(b) 7.1, if any, and related Officer’s Certificate(s) Certificate satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC Purchaser and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses clause (ii), (iii) or (ivc), the Company shall have given each Purchaser and each holder of a Note prior or contemporaneous written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, ; and provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer's Certificates that are required to be delivered by the Company Obligors pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies Obligors satisfy any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s 's Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail; (ii) the Company Obligors shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s 's Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s 's Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Obligors on IntraLinks SyndTrak or on any other similar website to which each holder of Notes has free access; or (iv) the Company Obligors shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks SyndTrak or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company Obligors shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s 's Certificates or to receive them by e-mail, the Company Obligors will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Parent REIT or the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company Parent REIT or the Company, as the case may be, satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company Parent REIT or the Company, as the case may be, shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementExecution Date; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Parent REIT or the Company, as the case may be, on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access; or (iv) the Company Parent REIT or the Company, as the case may be, shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access; or the Company, as the case may be, provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company Parent REIT shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Parent REIT or the Company, as the case may be, will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other reports, documents and other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c) or (cf) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other reports, documents or other information required under Section 7.1(c) or Section 7.1(f) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth below such holder’s name on the signature pages hereto (if such holder is a Purchaser) or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any reports, documents or other information required under Section 7.1(c) or Section 7.1(f) are timely posted by or on behalf of the Company on IntraLinks IntraLinks, ▇▇▇▇▇ or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed or furnished any of the items referred to in Section 7.1(c) or Section 7.1(f) with or to the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and ), related Officer’s Certificate satisfying the requirements of Section 7.2 and such other information satisfying the requirements of Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the address as set forth in Schedule 7.4, as may be updated from time to time by such holder; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://.▇▇▇.▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) Certificate satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail at the address as set forth in Schedule 7.4, as may be updated from time to time by such holder or in accordance with Section 18, of such posting or filing in connection with each delivery, provided provided, further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.”

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company and the Trust pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company or the Trust satisfies any of the following requirements: (i) i. such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) . the Company Trust shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) . such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company and the Trust on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) . the Company Trust shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company and the Trust shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company and the Trust will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officersofficers’ Certificates that are certificates required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsfollowing, to the extent applicable, are satisfied: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Investor Group Representative and each holder of a Note by email at the e-mailmail address set forth in the Information Schedule or applicable Purchaser Schedule, as applicable, or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), (b) as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is worldwide web (at the date of this Agreement located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as ▇) and the related certificate satisfying the requirements of the date Section 7.2 is delivered to each Investor Group Representative and each holder of this Agreementa Note by email; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b(b) and related Officer’s Certificate(s) certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Investor Group Representative and each holder of Notes a Note has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on “▇▇▇▇▇” and shall have made such items available on its home page on the internet worldwide web or if any of such items are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Investor Group Representative and each holder of Notes a Note has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses clause (iib), (iiic) or (iv), d) the Company shall have given concurrently with such filing or posting give notice to each Investor Group Representative and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, and provided further, that upon request of any Investor Group Representative or any holder to receive paper of a Note, the Company will thereafter deliver written copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, certificates to such Investor Group Representative or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail;; Waste Connections, Inc. Note Purchase Agreement (ii) the Company shall have timely filed (or if the Company requests an extension for filing under applicable Securities Law, within the grace period permitted by such applicable Securities Law) such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on E▇▇▇▇ (or the Canadian equivalent thereof) and shall have made such form and the related Officer’s Certificate (with respect to such Section 7.1(a) and Section 7.1(b)) satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at h▇▇▇://▇▇▇.▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free accessaccess or made available on its home page on the internet, which is located at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on E▇▇▇▇ (or the Canadian equivalent thereof) and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free accessaccess ; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than (i) customary limitations on reliance for items prepared by an agent or professional advisor of the Company and (ii) confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses clause (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing availability in connection with each delivery, ; provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver (or cause to be delivered) such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from Section 20, Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, Section 20 shall supersede any such other confidentiality undertaking.”

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections Section 7.1(a), (b) or (c) and Section 7.2 shall be deemed KCP&L Greater Missouri Operations Company Note Purchase Agreement to have been delivered if the Company satisfies any of the following requirementsrequirements with respect to a referenced section: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company Evergy shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on “▇▇▇▇▇” or any successive filing system and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on the Investor Relations tab of its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access; or (iv) the Company Evergy shall have filed any of the items referred to in Section 7.1(c) with the SEC on “▇▇▇▇▇” or any successive filing system and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or each holder of a Note by e-maile‑mail; (ii) the Company shall have timely filed such Form 10–Q 10––Q or Form 10–K10––K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on E▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at h▇▇▇▇://://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ under the “Investor Relations” Section as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; oror M▇▇▇▇ Industries, Inc. Note Purchase Agreement (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on E▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail e‑mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-maile‑mail, the Company will promptly e-mail e‑mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company and the Trust pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company or the Trust satisfies any of the following requirements: (i) i. such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) i. the Company Trust shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) i. such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company and the Trust on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) i. the Company Trust shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company and the Trust shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company and the Trust will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (cb) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementAgreement and for Section 7.1(a) or (b) shall have delivered the related Officer’s Certificate satisfying the requirements of Section 7.2 to each holder of a Note by electronic mail; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c)(i), or any Supplement referred to in Section 7.1(i), as applicable is/are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(i) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided provided, however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, further that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company or posted such information on Intralinks or on any other similar website to which each holder of Notes has free access; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(i), as the case may be, with the SEC on EDGAR and shall have made such form and delivered and, with respect to Section 7.1(a) or Section 7.1(b), the related Officer’s Certificate satisfying the requirements of Section 7.2 available to each holder of a Note by electronic mail or posted such information on its home page Intralinks or on the internet, any other similar website to which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as each holder of the date of this AgreementNotes has free access; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c), or any Supplement referred to in Section 7.1(i), as applicable, is/are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(i) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free accessEDGAR; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will shall promptly e-mail them or deliver such paper copies, as the case may be, to such holder.. HPS CORPORATE CAPITAL SOLUTIONS FUND NOTE PURCHASE AGREEMENT

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on E▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at h▇▇▇▇://://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on E▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.. The York Water Company Note Purchase Agreement

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement;; STEPAN COMPANY NOTE PURCHASE AGREEMENT (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such a Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its the Company’s home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreementif any; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its the Company’s home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in Ameren Transmission Company of Illinois Note Purchase Agreement the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), ) through (b) or (cg) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) through (g) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) solely with respect to financial statements and opinions of independent certified public accountants that are required to be delivered by the Company pursuant to Section 7.1(a) and Section 7.1(b), the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at E▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement;; or (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) through (g) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided howeverthat (i) in no case shall access to such financial statements, that other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement) and, (ii) in the case of any of clauses clause (ii), (iiib) or (ivc), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in Schedule A or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementExecution Date; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Issuer and/or the General Partner pursuant to Sections 7.1(a), (b), (c), (d), (e) or (ci) and Section 7.2 shall be deemed to have been delivered if the Company such Person satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a), (b), (c) or (bd) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(e) or Section 7.1(i) are delivered to each Purchaser and each holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Issuer and the General Partner; (iib) the Company Issuer shall have timely filed such the Issuer’s Quarterly Report on Form 10–-Q or the Issuer’s Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and on ▇▇▇▇▇ or shall have made such form and the related Officer’s Certificate financial statements satisfying the requirements of Section 7.2 7.1(a) or (b) available on its home page on the internet, which is located at ▇▇▇▇://.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date Execution Date, and shall have delivered the related Officer’s Certificate satisfying the requirements of this AgreementSection 7.2 to each Purchaser and each holder of a Note by e-mail (which e-mail shall include a notification of such filing with the SEC on ▇▇▇▇▇ or such posting on its home page) at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Issuer and the General Partner; (iiic) the General Partner shall have timely filed the General Partner’s QuarterlyReport on Form 10-Q or the General Partner’s Annual Report on Form 10-K, satisfying the requirements of Section 7.1(c) or Section 7.1(d), as the case may be, with the SEC on ▇▇▇▇▇ or shall have made such financial statements satisfying the requirements of Section 7.1(c) or (d) available on its home page on the internet, which is located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the Execution Date, and shall have delivered the related Officer’s Certificate satisfying the requirements of Section 7.2 to each Purchaser and each holder of a Note by e-mail (which e-mail shall include a notification of such filing with the SEC on ▇▇▇▇▇ or such posting on its home page) at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Issuer and the General Partner; (d) such financial statements satisfying the requirements of Section 7.1(a), (b), (c) or Section 7.1(b(d) and related Officer’s Certificate(s) Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(e) or Section 7.1(i) are timely posted by or on behalf of the Company Issuer and/or the General Partner on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; or (ive) the Company Issuer and/or the General Partner shall have timely filed any of the items referred to in Section 7.1(c7.1(e) or Section 7.1(i) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; provided however, that in no case shall access to such financial statements, opinions of independent counsel, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses (ii), (iiid) or (ive), the Company Issuer and/or the General Partner shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or any holder to receive paper copies of such forms, financial statements statements, opinions of independent counsel, other information and Officer’s Certificates or to receive them by e-mail, the Company Issuer and/or the General Partner will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) 7.1 and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1 are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home investor relations page on the internet, which is located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ ▇▇.▇▇▇/ as of the date of this Agreement;; VP/#60437610.3 (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) 7.1 with the SEC on ▇▇▇▇▇ and shall have made such items available on its home investor relations page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the no case of shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any of clauses waiver or other agreement or consent (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance other than confidentiality provisions consistent with Section 18, 21 of such posting or filing in connection with each delivery, this Agreement); provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a8.1(a), (b) or (c) and Section 7.2 8.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a8.1(a) or (b8.1(b) and related Officer’s Certificate Certificates satisfying the requirements of Section 7.2 8.2 are delivered to each Purchaser and holder of a Note by e-mail; (iib) the Company or OTC shall have timely filed such its Quarterly Report on Form 10–-Q or Annual Report on Form 10–-K, satisfying the requirements of Section 7.1(a8.1(a) or Section 7.1(b8.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate Certificates satisfying the requirements of Section 7.2 8.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a8.1(a) or Section 7.1(b8.1(b) and related Officer’s Certificate(s) Certificates satisfying the requirements of Section 7.2 8.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser and holder of Notes has free access; or (ivd) the Company shall have filed any of the items referred to in Section 7.1(c8.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and each holder of a Note written notice at or prior written noticeto the expiration of the applicable time period set forth in Section 8.1(a), (b) or (c) or Section 8.2, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information statements and Officersofficers’ Certificates that are certificates required to be delivered by the Company Parent pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate certificate satisfying the requirements of Section 7.2 are delivered to you and each other holder of a Note Notes by e-mail; mail or (ii) the Company Parent shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), (b) as the case may be, with the SEC on “▇▇▇▇▇” and shall have made such form Form and the related Officer’s Certificate certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is worldwide web (at the date of this Agreement located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; ▇) or (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b(b) and related Officer’s Certificate(s) certificate satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Parent on IntraLinks or on any other similar website to which each holder of Notes has free access; or access or (iv) the Company Parent shall have filed any of the items referred to in Section 7.1(c) with the SEC on “▇▇▇▇▇” and shall have made such items available on its home page on the internet worldwide web or if any of such items are timely posted by or on behalf of the Parent on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses clause (i), (ii), (iii) or (iv), the Company Parent shall have given concurrently with such filing or posting give notice to each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, Notes of such posting or filing in connection with each delivery, and provided further, that upon request of any holder to receive paper holder, the Parent will thereafter deliver written copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, certificates to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home a dedicated page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/company/about/▇▇▇-▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items item available on its home the above designated page on the internet or on IntraLinks or on any other similar website websites to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given Prudential, each Purchaser or each holder of a Note (as applicable) prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer's Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s 's Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s 's Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://.▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s 's Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s 's -16- Madison Gas and Electric Company Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder. Section 8. Payment and Prepayment of The Notes.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Representative pursuant to Sections 7.1(a), (b7.1(b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company Representative satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company Parent shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a7.1(b) or Section 7.1(b7.1(c), as the case may be, with the SEC on ▇▇▇▇▇ and shall have delivered or otherwise made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇.▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiiii) such financial statements satisfying the requirements of Section 7.1(a7.1(b) or Section 7.1(b7.1(c) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the each Company on IntraLinks or on any other similar website to which each holder of Notes Holder has free access; or (iviii) the Company Representative shall have filed any of the items referred to in Section 7.1(c7.1(d) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes Holder has free access; provided however, that in the case of any of clauses (ii), (iii) or (iviii), the each Company shall have given each holder of a Note Holder prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder Holder to receive paper copies of such forms, financial statements and Officer’s Certificates notices and/or forms or to receive them by e-mail, the Company Representative will promptly e-mail them or deliver such paper copies, as the case may be, to such holderHolder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (ch) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(h), as the case may be, with the SEC on E▇▇▇▇ and shall have made such form and the delivered any related Officer’s Certificate satisfying the requirements to each holder of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement;a Note by e-mail; or (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided however, that in the case of any of clauses (ii), (iiib) or (ivc), the Company shall have given each holder of a Note prior written notice, which may be by e-mail mail, included in the Officer’s Certificate delivered pursuant to Section 7.2, or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇-▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Obligors pursuant to Sections 7.1(a), (b) ), or (c) and Section 7.2 and any other information required under Section 7.1(c) shall be deemed to have been delivered if the Company satisfies Obligors satisfy any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (ii), (iii) ), or (iv), the Company Obligors shall have given each Purchaser or holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Lincoln Electric Holdings, Inc. Note Purchase Agreement Purchaser or holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Obligors will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer's Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: requirements with respect thereto: (a) (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s 's Certificate satisfying the requirements of Section 7.2 or (ii) such information required to be delivered pursuant Section 7.1(c), in either case, are delivered to each Purchaser and holder of a Note by e-mail; ; (iib) the Company shall have timely filed such Form 10–Q or —Q, Form 10–K, —K or other information satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(c), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form form, such other information and the related Officer’s 's Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; ; or (iiic) (i) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s 's Certificate(s) satisfying the requirements of Section 7.2 or (ii) such information required to be delivered pursuant to Section 7.1(c), in either case, are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC Purchaser and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iiib) or (ivc), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder. 8.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer's Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect to a referenced section: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s 's Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on “▇▇▇▇▇” or any successive filing system and shall have made such form and the 18 related Officer’s 's Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s 's Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on “▇▇▇▇▇” or any successive filing system and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s 's Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in Schedule A or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c) or (cg) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b7.1(b) and the related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth on Schedule A for such holder or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company or OTC shall have timely filed such its Quarterly Report on Form 10–-Q or Annual Report on Form 10–-K, satisfying the requirements of Section 7.1(a) or or Section 7.1(b7.1 (b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and the related Officer’s Certificate(s) Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(g) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note written notice at or prior written noticeto the expiration of the applicable time period set forth in Section 7.1(a), (b) or (c) or Section 7.2, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(i), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and delivered and, with respect to Section 7.1(a) or Section 7.1(b), the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as to each holder of the date of this Agreement;a Note by electronic mail; OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c), or any Supplement referred to in Section 7.1(i), as applicable, is/are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free accessaccess in downloadable, printable form; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(i) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access▇▇▇▇▇; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Issuer Parties pursuant to Sections 7.1(a), (b) or (c) Section 7.1 and Section 7.2 shall be deemed to have been delivered if the Company such Issuer Party satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of ), Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a7.1(b) or Section 7.1(b7.1(c), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are or any other information required under Section 7.1 are, in each case, (i) filed with the SEC via ▇▇▇▇▇ or otherwise publicly available on a freely accessible page on CRC’s website or (ii) delivered to the Collateral Agent by e-mail in accordance with Section 18; provided that the Issuer shall, at the request of the Collateral Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Collateral Agent; or (b) such financial statements satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(c), related Officer’s Certificate(s) satisfying the requirements of Section 7.2 or any other information required under Section 7.1 are, in each case, timely posted by or on behalf of the Company Issuer on IntraLinks or on any other similar website to which the Collateral Agent and each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided provided, however, that in the no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of any of clauses (iithis Agreement); provided, (iii) or (iv)further, the Company Issuer shall have given each holder of a Note the Collateral Agent prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided provided, further, that upon the reasonable request of the Collateral Agent or any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Issuer will promptly e-mail them or deliver such paper copies, as the case may be, to the Collateral Agent or such holder, as applicable.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder. The York Water Company Note Purchase Agreement Section 8. Payment and Prepayment of the Notes.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note (i) in the case of any Certificated Note, by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company and (ii) in the case of any Global Note, pursuant to the Applicable Procedures; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at E▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks IntraLinks, E▇▇▇▇ or on any other similar website to which each holder of Notes has free accessaccess; provided that (other than with respect to publicly available E▇▇▇▇ filings) the Company has delivered notice of such posting to each holder of a Note by e-mail at the e-mail address set forth below such holder’s name in the Purchaser Schedule (if such holder is a Purchaser) or as communicated from time to time in a separate writing delivered to the Company; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free accessE▇▇▇▇; provided however, that in the no case of shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any of clauses waiver or other agreement or consent (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance other than confidentiality provisions consistent with Section 18, 20 of such posting or filing in connection with each delivery, this Agreement); provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Parent and the Issuer pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company Issuer satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company Parent or the Issuer, as the case may be, shall have timely filed such Form 10–—Q or Form 10–—K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page website on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Parent of the Issuer, as the case may be, on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company Parent or the Issuer, as the case may be, shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page website on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company Parent or the Issuer, as the case may be, shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Parent or the Issuer, as the case may be, will promptly e-mail them or deliver such paper copiescopies as are specifically requested, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) ), Section 7.2 and Section 7.2 9.9 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) and Section 9.9 are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser Federated Hermes, Inc. Note Purchase Agreement or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) and Section 9.9 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser and holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on Syndtrack, IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementExecution Date; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; Global Water Resources, Inc. Note Purchase Agreement provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall (in addition to the delivery methods specified in the provisos to Sections 7.1(a) and (b), in the case of such clauses) be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-maile‑mail at the e‑mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as in the case may be, with of the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 7.2, the Company shall have (i) made such Officer’s Certificate available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement, (ii) delivered such Officer’s Certificate to each holder of a Note by e‑mail at the e‑mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company, or (iii) posted such Officer’s Certificate on IntraLinks or on any other similar website to which each holder of Notes has free access; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely emailed to each holder of Notes posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC and on ▇▇▇▇▇ or shall have emailed such items to each holder of Notes or made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that except in the case of any delivery made by filing with the SEC on ▇▇▇▇▇ or by email to the holders of clauses (ii), (iii) or (iv)the Notes, the Company shall have given each holder of a Note prior or concurrent written notice, which may be by e-mail e‑mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-maile‑mail, the Company will promptly e-mail e‑mail them or deliver such paper copies, as the case may be, to such holder. The Toro Company Note Purchase Agreement Section 8. Payment and Prepayment of the Notes.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall (in addition to the delivery methods specified in the provisos to Sections 7.1(a) and (b), in the case of such clauses) be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-maile‑mail at the e‑mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as in the case may be, with of the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 7.2, the Company shall have (i) made such Officer’s Certificate available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement, (ii) delivered such Officer’s Certificate to each holder of a Note by e‑mail at the e‑mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company, or (iii) posted such Officer’s Certificate on IntraLinks or on any other similar website to which each holder of Notes has free access; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely emailed to each holder of Notes posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC and on ▇▇▇▇▇ or shall have emailed such items to each holder of Notes or made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than The Toro Company Note Purchase Agreement confidentiality provisions consistent with Section 20 of this Agreement); provided further, that except in the case of any delivery made by filing with the SEC on ▇▇▇▇▇ or by email to the holders of clauses (ii), (iii) or (iv)the Notes, the Company shall have given each holder of a Note prior or concurrent written notice, which may be by e-mail e‑mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-maile‑mail, the Company will promptly e-mail e‑mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c), (l) or (cm) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such its Form 10–Q or Form 10–K, satisfying within the requirements of time period specified in Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 or any items referred to in Section 7.1(l) or 7.1(m), as applicable, are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; A/75932249.10 provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company or posted such information on Intralinks or on any other similar website to which each holder of Notes has free access; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(i), as the case may be, with the SEC on E▇▇▇▇ and shall have made such form and delivered and, with respect to Section 7.1(a) or Section 7.1(b), the related Officer’s Certificate satisfying the requirements of Section 7.2 available to each holder of a Note by electronic mail or posted such information on its home page Intralinks or on the internet, any other similar website to which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as each holder of the date of this Notes has free access; Antares Strategic Credit Fund Note Purchase Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c), or any Supplement referred to in Section 7.1(i), as applicable, is/are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(i) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free accessE▇▇▇▇; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail mail, included in the Officer’s Certificate delivered pursuant to Section 7.2 or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mailCertificates, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail;; Waste Connections, Inc. Note Purchase Agreement (ii) the Company shall have timely filed (or if the Company requests an extension for filing under applicable Securities Law, within the grace period permitted by such applicable Securities Law) such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on E▇▇▇▇ (or the Canadian equivalent thereof) and shall have made such form and the related Officer’s Certificate (with respect to such Section 7.1(a) and Section 7.1(b)) satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at h▇▇▇://▇▇▇.▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this the Assumption Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free accessaccess or made available on its home page on the internet, which is located at h▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of the Assumption Agreement; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on E▇▇▇▇ (or the Canadian equivalent thereof) and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than (i) customary limitations on reliance for items prepared by an agent or professional advisor of the Company and (ii) confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses clause (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing availability in connection with each delivery, ; provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver (or cause to be delivered) such paper copies, as the case may be, to such holder.. In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from Section 20, Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, Section 20 shall supersede any such other confidentiality undertaking. Waste Connections, Inc. Note Purchase Agreement

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company such Obligors pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company such Obligor satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (or( b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mail;mail at the e-mail address set forth in such Purchaser’s or holder’s Schedule A information or as communicated from time to time in a separate writing delivered to the Company; or (ii) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiib) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company Obligors on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free accessaccess or are made available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; or (ivc) the Company Parent Guarantor shall have timely filed any of the items referred to in Section 7.1(c7.1(c)(ii) with on, as the SEC case may be, SEDAR or ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses clause (ii), (iii) or (ivb), the Company Obligors shall have given each Purchaser or holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing availability in connection with each delivery, ; and provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company Obligors will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other reports, documents and other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b), (c) or (cf) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other reports, documents or other information required under Section 7.1(c) or Section 7.1(f) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth below such holder’s name on the signature pages hereto (if such holder is a Purchaser) or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any reports, documents or other information required under Section 7.1(c) or Section 7.1(f) are timely posted by or on behalf of the Company on IntraLinks Venue, ▇▇▇▇▇ or on any other similar website to which each holder of Notes hereunder has free access; or (ivd) the Company shall have timely filed or furnished any of the items referred to in Section 7.1(c) or Section 7.1(f) with or to the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Venue or on any other similar website to which each holder of Notes hereunder has free access. provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver, clickwrap agreement or other agreement, or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided howeverfurther, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery; provided, so long as the Company is an issuer of common equity securities that are listed for trading on the New York Stock Exchange, the Nasdaq Stock Market or another nationally recognized U.S. securities exchange, no such prior written notice shall be required in connection with (i) any filing or submission made with the SEC on ▇▇▇▇▇ or (ii) any posting of information on the investor relations section of the Company’s website. Section 8 PAYMENT, PREPAYMENT AND REDEMPTION OF THE NOTES. Section 8.1 Payment at Maturity and Prepayment in Connection with a Change of Control. (a) As provided furthertherein, the entire unpaid principal balance of the Notes shall be due and payable on the Maturity Date thereof. The Notes shall not be subject to required prepayments except in connection with an acceleration of the Notes pursuant to the provisions of Section 12 and pursuant to a Change of Control in accordance with the terms of Section 8.1(b) below. (b) Promptly upon becoming aware that upon request a Change of Control has occurred, and in any event not later than 30 days after the occurrence of such Change of Control, the Company shall give written notice (the “Change of Control Event Notice”) of such fact to all holders of the Notes hereunder. The Change of Control Event Notice shall (i) describe the facts and circumstances of such Change of Control in reasonable detail, (ii) refer to this Section 8.1 and the rights of the holders hereunder and state that a Change of Control has occurred, (iii) contain an offer to prepay all Notes at the price specified below on the date therein specified (the “Change of Control Prepayment Date”), which shall be a Business Day following the Response Date referred to below and in any event not more than 60 days after the date of such Change of Control Event Notice and (iv) provide each holder with sufficient information to enable it to make an informed decision with respect to such offer. Each holder of a Note hereunder will notify the Company of such holder’s acceptance or rejection of such offer by giving written notice of such acceptance or rejection to the Company on or before the date for such notice specified in such Change of Control Event Notice (the “Response Date”), which specified date shall be not less than 10 days after the date of such Change of Control Event Notice. The Company shall prepay on the Change of Control Prepayment Date all of the Notes held by the holders as to which such offer has been so accepted (it being understood that the failure of any holder to receive paper copies accept such offer on or before the Response Date shall be deemed to constitute rejection by such holder), in the amount of the Make-Whole Amount determined for the prepayment date with respect to such principal amount to the Change of Control Prepayment Date. If any holder shall reject (or be deemed to have rejected) such offer with respect to any Note held by such holder on or before the Response Date, such holder shall be deemed to have waived its rights under this Section 8.1 to require prepayment of such formsNote for which such offer was rejected (or deemed rejected) in respect of such Change of Control but not in respect of any subsequent Change of Control. (c) For purposes of this Section 8.1, financial statements any holder of more than one Note hereunder may act separately with respect to each Note so held (with the effect that a holder of more than one Note may accept such offer with respect to one or more Notes so held and Officer’s Certificates reject such offer with respect to one or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holdermore other Notes so held).

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a) (Quarterly Statements), (b) (Annual Statements) or (c) (SEC and Other Reports) and Section 7.2 (Officer’s Certificate) shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) (Quarterly Statements) or (b) (Annual Statements) and related Officer’s Certificate satisfying the requirements of Section 7.2 (Officer’s Certificate) and any other information required under Section 7.1(d) (SEC and Other Reports) are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) (Quarterly Statements) or Section 7.1(b) (Annual Statements), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 (Officer’s Certificate) available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) (Quarterly Statements) or Section 7.1(b) (Annual Statements) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 (Officer’s Certificate) and any other information required under Section 7.1(d) (SEC and Other Reports) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c7.1(d) (SEC and Other Reports) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided, however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 (Confidential Information) of this Agreement); provided howeverfurther, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1818 (Notices), of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections Section 7.1(a), (b), (c) or (cg) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to Prudential and each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule, with respect to the Initial Purchasers, or the applicable Confirmation of Acceptance, with respect to any Purchaser of a Shelf Note, or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this AgreementAgreement and shall have delivered the related Officer’s Certificate pursuant to Section 7.2; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which Prudential and each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) or Section 7.1(g) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which Prudential and each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given Prudential and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Fund pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company Fund satisfies any of the following requirements:requirements with respect thereto: abrdn Income Credit Strategies Fund Securities Purchase Agreement (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note MRP Shares by e-mailmail at the e-mail address set forth in such holder’s Schedule A or as communicated from time to time in a separate writing delivered to the Fund; (iib) the Company Fund shall have timely filed such Form 10–Q or Form 10–K, N-CSR satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made the shareholder report included in such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internetinternet in downloadable, printable form, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company Fund on IntraLinks or on any other similar website to which each holder of Notes has free accessaccess in downloadable printable form; or (ivd) the Company Fund shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes MRP Shares has free accessaccess in downloadable printable form; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company Fund shall have given each holder of a Note MRP Shares prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company Fund will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a8.1(a), (b) or (c) and Section 7.2 8.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a8.1(a) or (b8.1(b) and the related Officer’s Certificate satisfying the requirements of Section 7.2 8.2 and any other information required under Section 8.1(c) are delivered to each Purchaser and holder of a Note by e-mailmail at the e-mail address set forth on Schedule A for such Purchaser or holder or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company or OTC shall have timely filed such its Quarterly Report on Form 10–-Q or Annual Report on Form 10–-K, satisfying the requirements of Section 7.1(a8.1(a) or Section 7.1(b8.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 8.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a8.1(a) or Section 7.1(b8.1(b) and the related Officer’s Certificate(s) Certificate satisfying the requirements of Section 7.2 8.2 and any other information required under Section 8.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser and holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c8.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and each holder of a Note written notice at or prior written noticeto the expiration of the applicable time period set forth in Section 8.1(a), (b) or (c) or Section 8.2, which may be by e-mail or in accordance with Section 1819, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (a) (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 or (ii) such information required to be delivered pursuant Section 7.1(c), in either case, are delivered to each Purchaser or holder of a Note by e-mail; (iib) the Company shall have timely filed such Form 10–Q or Q, Form 10–K, K or other information satisfying the requirements of Section 7.1(a), Section 7.1(b) or Section 7.1(b7.1(c), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form form, such other information and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement;; or (iiic) (i) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 or (ii) such information required to be delivered pursuant to Section 7.1(c), in either case, are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC Purchaser and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iiib) or (ivc), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Section 5.5, Sections 7.1(a), (b) or (cb) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 5.5 or Sections 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1 are delivered to each holder of a Note by e-mailmail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 5.5 or Sections 7.1(a) or Section 7.1(b), as the case may be, (b) with the SEC and shall have made such form and on ▇▇▇▇▇, with the related Officer’s Certificate satisfying delivered to each holder of a Note by e-mail at the requirements of Section 7.2 available on its home page on e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement;Company; or (iiic) such financial statements satisfying the requirements of Section 5.5 or Sections 7.1(a) or Section 7.1(b(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar secured website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (ii), (iiib) or (ivc), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder, at the mailing address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; oror Associated Estates Realty Corporation Note Purchase Agreement (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser and holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser and each holder of Notes has free access; provided provided, however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided, further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided provided, further, that upon request of any Purchaser or any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or such holder.

Electronic Delivery. Financial statements, opinions and certifications of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies or causes to be satisfied any of the following requirements: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (iib) the Company Parent shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form available on “▇▇▇▇▇” and such form and the related Officer’s Certificate Certificates satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date Effective Date or, in the case of this Agreementthe related Officer’s Certificates, such Officer’s Certificates are delivered to each holder of a Note by e-mail; (iiic) the Parent shall have timely filed such financial statements Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b) ), as the case may be, with the SEC and shall have made such form available on “▇▇▇▇▇” and such form and related Officer’s Certificate(s) Certificates satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes a Note has free access; or (ivd) the Company Parent shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available (1) on its home page on the internet or (2) on IntraLinks or on any other similar website to which each holder of Notes a Note has free access; provided however, that in the case of any of clauses either clause (ii), (iiic) or (ivd)(2), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections Section 7.1(a), (b) ), or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in Schedule A for such Purchaser or holder or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–10 Q or Form 10–10 K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access; oror AZZ Inc. Note Purchase Agreement (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c7.1(a), (b) or (c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and holder of a Note prior written notice, which may be by e-e mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder or Purchaser to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-e mail, the Company will promptly e-e mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company Obligors pursuant to Sections 7.1(a), (b) ), or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies Obligors satisfy any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; (ii) the Company shall have timely filed such Form 10–-Q or Form 10–-K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks IntraLinksIntralinks or on any other similar website to which each holder of Notes has free access; oror Lincoln Electric Holdings, Inc. ‌ Note Purchase Agreement (iv) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks IntraLinksIntralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (ii), (iii) ), or (iv), the Company Obligors shall have given each Purchaser or holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Obligors will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial In addition to written communications delivered in accordance with Section 12, financial statements, opinions of independent certified public accountants, other information and Officers’ Certificates that are required to be delivered by the Company Guarantor pursuant to Sections 7.1(a6.1(a), (b) or (c) and Section 7.2 6.2, as applicable, shall be deemed to have been delivered if the Company Guarantor satisfies any of the following requirements: (ia) such financial statements satisfying with respect to the requirements of documents required by Section 7.1(a) or (b6.1(a) and related Officer’s Certificate satisfying Section 6.1(b), the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company Guarantor shall have timely filed such Quarterly Report on Form 10–Q or Annual Report on Form 10–K, satisfying the requirements of Section 7.1(a6.1(a) or Section 7.1(b6.1(b), as the case may be, with the SEC and shall have made such form available on “▇▇▇▇▇” and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇.▇▇▇, in which case the documents required by Section 6.1(a) or Section 6.1(b), as of applicable, shall be deemed to have been delivered on the date posting of this Agreementsuch documents on the Guarantor’s home page on the internet; (iiib) such financial statements with respect to the Officer’s Certificate satisfying the requirements of Section 7.1(a6.2, such certificate is delivered to Prudential and each Significant Holder by e-mail to the e-mail address set forth in the Purchaser Schedule attached to the Note Agreement, with respect to Prudential, or the applicable Confirmation of Acceptance, with respect to any Purchaser of a Note, or as communicated from time to time in a separate writing delivered to the Guarantor, in which case such certificate shall be deemed to have been delivered on the date such email is sent by the Guarantor; (c) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf with respect to any of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) items required by Section 6.1(c), the Company Guarantor shall have filed any of the items referred to in Section 7.1(c6.1(c) with the SEC and shall have made such items available on its home page on the internet or internet, in which case, such items required by Section 6.1(c) shall be deemed to have been delivered on IntraLinks or the date posting of such documents on any other similar website to which each holder of Notes has free accessthe Guarantor’s home page on the internet; provided however, that in the no case of shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any of clauses waiver or other agreement or consent (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance other than confidentiality provisions consistent with Section 18, 14 of such posting or filing in connection with each deliverythis -14- Guaranty Agreement);, provided further, that upon request of Prudential or any holder Significant Holder to receive paper copies of such forms, financial statements statements, and Officer’s Certificates or to receive them by e-mail, the Company Guarantor will promptly e-mail them in accordance with Section 6.4(a) or deliver such paper copiescopies in accordance with Section 12, as the case may be, to Prudential and such holderSignificant Holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Parent or the Company pursuant to Sections 7.1(a), (b), (c), (d) or (cf) and Section 7.2 shall be deemed to have been delivered if the Company Parent or the Company, as applicable, satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a), (b), (c) or (bd) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each First Closing Purchaser (until the First Closing), each Second Closing Purchaser (until the Second Closing) and each holder of a Note by e-mailmail at the e-mail address set forth under such Purchaser’s or holder’s name on Schedule B or as communicated from time to time in a separate writing delivered to the Company and the Parent; (ii) the Company Parent or the Company, as applicable, shall have timely filed such Quarterly Report on Form 10–Q or Annual Report on Form 10–K, satisfying the requirements of Section 7.1(a), 7.1(b), 7.1(c) or Section 7.1(b7.1(d), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its website, the home page on the internet, of which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a), 7.1(b), 7.1(c) or Section 7.1(b) 7.1(d), as the case may be, and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company Parent or the Company, as applicable, on its website, the home page of which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement, or on IntraLinks or on any other similar website to which each First Closing Purchaser (until the First Closing), each Second Closing Purchaser (until the Second Closing) and each holder of Notes has free access; or (iv) the Company Parent or the Company, as applicable, shall have filed any of the items referred to in Section 7.1(c7.1(f) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page website on the internet or on IntraLinks or on any other similar website to which each First Closing Purchaser (until the First Closing), each Second Closing Purchaser (until the Second Closing) and each holder of Notes has free access; provided however, that in the case of a delivery pursuant to any of clauses (ii), (iii) or (iv), such delivery shall not be deemed to have occurred until the Company Parent or the Company, as applicable, shall have given each First Closing Purchaser (until the First Closing), each Second Closing Purchaser (until the Second Closing) and each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any such Purchaser or holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company Parent or the Company, as applicable, will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company and the Parent Guarantor pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company or the Parent Guarantor satisfies any of the following requirementsrequirements with respect thereto: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each holder of a Note by e-mail; (ii) the Company Parent Guarantor shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇ ▇/ as of the date of this Agreement;; Terreno Realty LLC Note Purchase Agreement (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company or the Parent Guarantor on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company and the Parent Guarantor shall have filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clauses (ii), (iii) or (iv), the Company or the Parent Guarantor shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e-mail, the Company or the Parent Guarantor will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officers’ Officer’s Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirementsrequirements with respect thereto: (ia) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each Purchaser or holder of a Note by e-mailmail at the e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; (iib) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on ▇▇▇▇▇ and shall have made both a link to such form on ▇▇▇▇▇ and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on are delivered to each Purchaser or holder of a Note by e-mail at the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ e-mail address set forth in such Purchaser’s or holder’s Purchaser Schedule or as of communicated from time to time in a separate writing delivered to the date of this AgreementCompany; (iiic) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c), 7.1(d), 7.1(e) or 7.1(f), are timely posted by or on behalf of the Company on IntraLinks Intralinks or on any other similar website to which each Purchaser and each holder of Notes has free access; or (ivd) the Company shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on ▇▇▇▇▇ and shall have made such items available on its home page on the internet or on IntraLinks Intralinks or on any other similar website to which each holder of Notes has free access; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (iib), (iiic) or (ivd), the Company shall have given each Purchaser and holder of a Note prior written notice, which may be by e-mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Electronic Delivery. (a) Financial statements, opinions of independent certified public accountants, other information and Officers’ Compliance Certificates that are required to be delivered by the Company pursuant to Sections 7.1(a), or any other Obligor or the Manager (bthe “Required Information”) or (c) and Section 7.2 shall be deemed to have been delivered if the Company satisfies any of the following requirements: documents required to be delivered are: (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to each Purchaser or holder of a Note by e-mail; mail at the e-mail address set forth in such Purchaser or holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company; or (ii) the Company shall have timely filed such Form 10–Q Made Available to each Purchaser or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇ as of the date of this Agreement; (iii) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar website to which each holder of Notes has free access; or (iv) the Company shall have filed any of the items referred to in Section 7.1(c) with the SEC and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each holder of Notes has free accessholder; provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 21 of this Agreement); provided further, that in the case of any of clauses clause (ii), (iii) or (iv), the Company shall have given each holder of a Note prior written notice, which may be by e-mail or in accordance with Section 1819, of such posting or filing availability in connection with each delivery, ; and provided further, that upon request of the Note Administrative Agent or any holder Purchaser or Holder to receive paper copies of such forms, financial statements statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder. (b) Notwithstanding anything to the contrary in this Section 7, the Company may deliver the Required Information to the Note Administrative Agent for further delivery to the Holders in a manner permitted by this Section 7 and, upon such delivery, shall be deemed to have satisfied its delivery obligations hereunder. The Note Administrative Agent shall promptly deliver to the Holders any such information delivered by the Company in accordance with this Section 7.5.