Replacement, Exchange and Transfer of Notes. (1) Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by the Global Notes i) if DTC notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be and a successor depository is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; ii) if Hydro-Québec, in its sole discretion at any time, determines not to have any of the Notes represented by Global Notes or iii) upon request by DTC, acting on direct or indirect instructions of a one or more holders of a Global Note or any beneficial owner of an interest in a Global Note, but only after an event of default entitling the holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by such Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any owner of a beneficial interest in such Global Note shall be entitled to make such request with respect to such interest. (2) In respect of any such issuance of Certificated Notes, pursuant to Subsection 5(1) above, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause any such Global Notes to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of any such Global Notes to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel any such Global Notes and in the case of a partial exchange, issue and deliver to or to the order of DTC new Global Notes equal to the unexchanged portion of any such Global Notes partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the Global Notes on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by the Global Notes, shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under this Agreement as the Global Notes, and shall be so exchanged without charge to the Fiscal Agent, DTC or the transferee. On or after any such exchange, the Fiscal Agent shall direct all payments in respect of such Certificated Notes to the registered holders thereof, including when such exchange occurred after the record date for any payment and prior to the date of such payment. (3) Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in a Global Note in accordance with the terms of this Section 5, then such beneficial owner shall be entitled to pursue any remedy under this Agreement, the Notes or applicable law with respect to the portion of the Global Note that represents such beneficial owner’s interest therein as if such Certificated Note had been issued. (4) If any Global Notes are, pursuant to this section, exchanged for Certificated Notes, the Fiscal Agent, or an agent duly authorized by the Fiscal Agent, shall be thereby authorized from time to time, in accordance with the provisions of the Notes and of this Section, to authenticate and deliver: (a) Notes in exchange for or in lieu of Notes outstanding on the Register with the same maturity and of like form which have become mutilated, defaced, destroyed, stolen or lost, provided that the applicant therefor shall have (i) paid such costs as may have been incurred in connection therewith; (ii) (in the case of a lost, stolen or destroyed Note) furnished the Fiscal Agent with such evidence (including evidence as to the serial number of the Notes in question) and indemnity in respect thereof as Hydro-Québec and the Fiscal Agent may require; and (iii) surrendered to the Fiscal Agent any mutilated or defaced Notes to be replaced; and (b) Notes of an authorized form and denomination in exchange for a like aggregate principal amount of Notes. Each new Note authenticated and delivered upon any registration of transfer or exchange for or in lieu of the whole or any part of any Note shall carry all the rights to interest, if any, accrued and unpaid and to accrue which were carried by the whole or such part of such latter Note, and notwithstanding anything to the contrary herein contained, such new Note shall be dated the date of the authentication of such Note.
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Replacement, Exchange and Transfer of Notes. (1) Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by the Global Notes i) if DTC notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be and a successor depository is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; ii) if Hydro-Québec, in its sole discretion at any time, determines not to have any of the Notes represented by Global Notes or iii) upon request by DTC, acting on direct or indirect instructions of a one or more holders of a Global Note or any beneficial owner of an interest in a Global Note, but only after an event of default entitling the holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by such Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any owner of a beneficial interest in such Global Note shall be entitled to make such request with respect to such interest.
(2) In respect of any such issuance of Certificated Notes, pursuant to Subsection 5(1) above, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause any such Global Notes to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall upon written authorization of Hydro-Québec authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of any such Global Notes to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel any such Global Notes and in the case of a partial exchange, issue and deliver to or to the order of DTC new Global Notes equal to the unexchanged portion of any such Global Notes partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the Global Notes on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by the Global Notes, shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under this Agreement as the Global Notes, and shall be so exchanged without charge to the Fiscal Agent, DTC or the transferee. On or after any such exchange, the Fiscal Agent shall direct all payments in respect of such Certificated Notes to the registered holders thereof, including when such exchange occurred after the record date for any payment and prior to the date of such payment.
(3) Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in a Global Note in accordance with the terms of this Section 5, then such beneficial owner shall be entitled to pursue any remedy under this Agreement, the Notes or applicable law with respect to the portion of the Global Note that represents such beneficial owner’s interest therein as if such Certificated Note had been issued.
(4) If any Global Notes are, pursuant to this section, exchanged for Certificated Notes, the Fiscal Agent, or an agent duly authorized by the Fiscal Agent, shall be thereby authorized from time to time, in accordance with the provisions of the Notes and of this Section, to authenticate and deliver:
(a) Notes in exchange for or in lieu of Notes outstanding on the Register with the same maturity and of like form which have become mutilated, defaced, destroyed, stolen or lost, provided that the applicant therefor shall have (i) paid such costs as may have been incurred in connection therewith; (ii) (in the case of a lost, stolen or destroyed Note) furnished the Fiscal Agent with such evidence (including evidence as to the serial number of the Notes in question) and indemnity in respect thereof as Hydro-Québec and the Fiscal Agent may require; and (iii) surrendered to the Fiscal Agent any mutilated or defaced Notes to be replaced; and
(b) Notes of an authorized form and denomination in exchange for a like aggregate principal amount of Notes. Each new Note authenticated and delivered upon any registration of transfer or exchange for or in lieu of the whole or any part of any Note shall carry all the rights to interest, if any, accrued and unpaid and to accrue which were carried by the whole or such part of such latter Note, and notwithstanding anything to the contrary herein contained, such new Note shall be dated the date of the authentication of such Note.
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Replacement, Exchange and Transfer of Notes. (1) Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by the Global Notes if DTC i) if DTC notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes or Notes; or) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be and a successor depository is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or ii) if Hydro-Québec, in its sole discretion at any time, determines not to have any of the Notes represented by Global Notes or iii) upon request by DTC, acting on direct or indirect instructions of a one or more holders of a Global Note or any beneficial owner of an interest in a Global Note, requests in writing from Hydro-Québec the exchange, in whole or in part, of such Global Note for Certificated Notes, but only after an event of default entitling the holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by such Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any beneficial owner of a beneficial an interest in such Global Note shall be entitled to make such request with respect to such interest.
(2) Hydro-Québec may also at any time and in its sole discretion notify the Fiscal Agent that all of the Notes held in the form of the Global Notes are to be exchanged for Certificated Notes and, in such event, Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of transfer of or in exchange for, such Global Notes.
(3) In respect of any such issuance of Certificated Notes, pursuant to Subsection Subsections 5(1) or 5(2) above, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause any such Global Notes to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of any such Global Notes to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel any such Global Notes and in the case of a partial exchange, issue and deliver to or to the order of DTC new Global Notes equal to the unexchanged portion of any such Global Notes partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the Global Notes on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by the Global Notes, shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under this Agreement as the Global Notes, and shall be so exchanged without charge to the Fiscal Agent, DTC or the transferee. On or after any such exchange, the Fiscal Agent shall direct all payments in respect of such Certificated Notes to the registered holders thereof, including when such exchange occurred after the record date for any payment and prior to the date of such payment.
(34) Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in a Global Note in accordance with the terms of this Section 5, then such beneficial owner shall be entitled to pursue any remedy under this Agreement, the Notes or applicable law with respect to the portion of the Global Note that represents such beneficial owner’s interest therein as if such Certificated Note had been issued.
(45) If any Global Notes are, pursuant to this section, exchanged for Certificated Notes, the Fiscal Agent, or an agent duly authorized by the Fiscal Agent, shall be thereby authorized from time to time, in accordance with the provisions of the Notes and of this Section, to authenticate and deliver:
(a) Notes in exchange for or in lieu of Notes outstanding on the Register with the same maturity and of like form which have become mutilated, defaced, destroyed, stolen or lost, provided that the applicant therefor shall have (i) paid such costs as may have been incurred in connection therewith; (ii) (in the case of a lost, stolen or destroyed Note) furnished the Fiscal Agent with such evidence (including evidence as to the serial number of the Notes in question) and indemnity in respect thereof as Hydro-Québec and the Fiscal Agent may require; and (iii) surrendered to the Fiscal Agent any mutilated or defaced Notes to be replaced; and
(b) Notes of an authorized form and denomination in exchange for a like aggregate principal amount of Notes. Each new Note authenticated and delivered upon any registration of transfer or exchange for or in lieu of the whole or any part of any Note shall carry all the rights to interest, if any, accrued and unpaid and to accrue which were carried by the whole or such part of such latter Note, and notwithstanding anything to the contrary herein contained, such new Note shall be dated the date of the authentication of such Note.
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Replacement, Exchange and Transfer of Notes. (1) Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by the Global Notes i) if DTC notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be and a successor depository is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; ii) if Hydro-Québec, in its sole discretion at any time, determines not to have any of the Notes represented by Global Notes or iii) upon request by DTC, acting on direct or indirect instructions of a one or more holders of a Global Note or any beneficial owner of an interest in a Global Note, but only after an event of default entitling the holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by such Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro-Québec, then any owner of a beneficial interest in such Global Note shall be entitled to make such request with respect to such interest.
(2) In respect of any such issuance of Certificated Notes, pursuant to Subsection 5(1) above, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause any such Global Notes to be delivered to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of any such Global Notes to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel any such Global Notes and in the case of a partial exchange, issue and deliver to or to the order of DTC new Global Notes equal to the unexchanged portion of any such Global Notes partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the Global Notes on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by the Global Notes, shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under this Agreement as the Global Notes, and shall be so exchanged without charge to the Fiscal Agent, DTC or the transferee. On or after any such exchange, the Fiscal Agent shall direct all payments in respect of such Certificated Notes to the registered holders thereof, including when such exchange occurred after the record date for any payment and prior to the date of such payment.
(3) Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in a Global Note in accordance with the terms of this Section 5, then such beneficial owner shall be entitled to pursue any remedy under this Agreement, the Notes or applicable law with respect to the portion of the Global Note that represents such beneficial owner’s interest therein as if such Certificated Note had been issued.
(4) If any Global Notes are, pursuant to this section, exchanged for Certificated Notes, the The Fiscal Agent, or an agent duly authorized by the Fiscal Agent, shall be thereby is hereby authorized from time to time, in accordance with the provisions of the Notes and of this Section, to authenticate and deliver:
(a) Notes in exchange for or in lieu of Notes outstanding on the Register with the same maturity and of like form which have become mutilated, defaced, destroyed, stolen or lost, provided that the applicant therefor shall have (i) paid such costs as may have been incurred in connection therewith; (ii) (in the case of a lost, stolen or destroyed Note) furnished the Fiscal Agent with such evidence (including evidence as to the serial number of the Notes in question) and indemnity in respect thereof as Hydro-Québec and the Fiscal Agent may require; and (iii) surrendered to the Fiscal Agent any mutilated or defaced Notes to be replaced; and
(b) Notes of an authorized form and denomination in exchange for a like aggregate principal amount of Notes. Each new Note authenticated and delivered upon any registration of transfer or exchange for or in lieu of the whole or any part of any Note shall carry all the rights to interest, if any, accrued and unpaid and to accrue which were carried by the whole or such part of such latter Note, and notwithstanding anything to the contrary herein contained, such new Note shall be dated the date of the authentication of such Note.
(2) Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of transfer of, or in exchange for, Notes represented by the Global Notes if DTC i) notifies Hydro-Québec that it is unwilling or unable to continue as depositary in connection with the Global Notes; ii) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when it is required to be and a successor depository is not appointed by Hydro-Québec within 90 days after receiving such notice or becoming aware that DTC is no longer so registered; or iii) acting on direct or indirect instructions of a one or more holders of a Global Note or any beneficial owner of an interest in a Global Note, requests in writing from Hydro-Québec the exchange, in whole or in part, of such Global Note for Certificated Notes, but only after an event of default entitling the holders to give Hydro-Québec written notice that such holders elect to declare the principal amount of the Notes held by them and represented by such Global Note to be due and payable has occurred and is continuing; provided that if DTC is unwilling or does not promptly make such request to Hydro- Québec, then any beneficial owner of an interest in such Global Note shall be entitled to make such request with respect to such interest.
(3) Hydro-Québec may also at any time and in its sole discretion notify the Fiscal Agent that all of the Notes held in the form of the Global Notes are to be exchanged for Certificated Notes and, in such event, Hydro-Québec will issue or cause to be issued Certificated Notes upon registration of transfer of or in exchange for, such Global Notes.
(4) In respect of any such issuance of Certificated Notes, pursuant to Subsections 5(2) or 5(3) above, (i) Hydro-Québec shall promptly provide the Fiscal Agent with a sufficient number of Certificated Notes in blank form to proceed with such issuance, (ii) DTC shall cause any such Global Notes to be delivered by the Custodian to the Fiscal Agent and provide the Fiscal Agent with the necessary registration information for such Certificated Notes, (iii) the Fiscal Agent shall authenticate and deliver such Certificated Notes in an aggregate principal amount equal to the principal amount of any such Global Notes to be exchanged for such Certificated Notes, (iv) the Fiscal Agent shall cancel any such Global Notes and in the case of a partial exchange, issue and deliver to or to the order of DTC new Global Notes equal to the unexchanged portion of any such Global Notes partially exchanged for Certificated Notes and (v) the Fiscal Agent shall reduce accordingly the holdings of the holders on the Register. Such Certificated Notes shall be delivered as directed by the persons in whose names such Certificated Notes are to be registered. All Notes represented by Certificated Notes issued upon any such issuance in exchange for the Notes represented by the Global Notes, shall have the Guarantee of the Guarantor endorsed thereon (which Guarantee shall be a valid obligation of the Guarantor), shall be a valid obligation of Hydro-Québec, shall be entitled to the same benefits under this Agreement as the Global Notes, and shall be so exchanged without charge to the Fiscal Agent, DTC or the transferee. On or after any such exchange, the Fiscal Agent shall direct all payments in respect of such Certificated Notes to the registered holders thereof, including when such exchange occurred after the record date for any payment and prior to the date of such payment.
(5) Hydro-Québec expressly acknowledges that if a Certificated Note is not promptly issued to a beneficial owner of an interest in a Global Note in accordance with the terms of this Section 5, then such beneficial owner shall be entitled to pursue any remedy under this Agreement, the Notes or applicable law with respect to the portion of the Global Note that represents such beneficial owner's interest therein as if such Certificated Note had been issued.
(6) If Certificated Notes are issued and the Notes are at such time listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, then Hydro-Québec will appoint and maintain a transfer agent in Luxembourg for as long as the Notes continue to be listed on the Luxembourg Stock Exchange.
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