Common use of The Fiscal Agent Clause in Contracts

The Fiscal Agent. The Fiscal Agent accepts its obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Bank agrees and to all of which the rights of the holders from time to time of the Notes shall be subject: (a) In acting under this Agreement and in connection with the Notes, the Fiscal Agent is acting solely as agent of the Bank and assumes no obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes except that all funds held by the Fiscal Agent for the payment of principal of, premium or interest (and any additional amounts payable) on the Notes shall be held in trust by the Fiscal Agent and applied as set forth herein and in the Notes, but need not be segregated from other funds held by the Fiscal Agent except as required by law. (b) The Fiscal Agent shall be protected and shall incur no liability for or in respect of any action reasonably taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties. (c) The Fiscal Agent, and each of its officers, directors and employees, in its individual capacity or any other capacity, may become the owner of, or acquire any interest in, any Note or other obligations of the Bank with the same rights and subject to the same terms that it would have if it were not the Fiscal Agent or an officer, director or employee thereof, as the case may be, and may engage or be interested in any financial or other transaction with the Bank and may act on, or as depositary, trustee or agent for, any committee or body of Holders or other obligations of the Bank, as freely as if it were not the Fiscal Agent or an officer, director or employee thereof, as the case may be. (d) The Fiscal Agent shall have no liability for interest on any monies at any time received and held by it pursuant to any of the provisions of this Agreement or the Notes. (e) The recitals contained herein and in the Notes (except in the certificate of authentication of a duly authorized officer of the Fiscal Agent) shall be taken as the statements of the Bank and the Fiscal Agent assumes no responsibility for the correctness of the same. The Fiscal Agent makes no representation as to the validity or sufficiency of this Agreement or the Notes except for the Fiscal Agent’s due authorization to execute the Agreement; provided, however, that the Fiscal Agent shall not be relieved of its duty to authenticate Notes as authorized by this Agreement. The Fiscal Agent shall not be accountable for the use or application by the Bank of the proceeds of any Notes authenticated and delivered by or on behalf of the Fiscal Agent in conformity with the provisions of this Agreement. (f) The Fiscal Agent shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Fiscal Agent. The Fiscal Agent shall be under no obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. (g) Except as otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the Bank made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of the Bank. (h) Except as specifically provided herein or in the Notes, the Fiscal Agent shall have no duty or responsibility in case of any default by the Bank in the performance of its obligations (including, without limiting the generality of the foregoing, any duty or responsibility to accelerate all or any of the Notes or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon the Bank). (i) No provision, term or Section of this Agreement is intended, or shall be interpreted, to obligate the Fiscal Agent to use its own funds for the making of any payments required hereunder or under the Notes. (j) The Fiscal Agent may act through its attorneys, agents, custodian and nominee not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney, agent, custodian and nominee appointed with due care.

The Fiscal Agent. The Fiscal Agent accepts its obligations set forth herein and (1) Subject to Subsection 7(3), in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Bank agrees and to all of which the rights of the holders from time to time of the Notes shall be subject: (a) In acting under this Agreement and in connection with the Notes, the Fiscal Agent is acting solely as agent of the Bank Hydro-Québec and assumes no does not assume any obligation towards or relationship of agency agency, administration of the property of others or trust for or with any of the owners or holders of the Notes Notes, except that all funds amounts received and held by the Fiscal Agent for the payment in respect of principal of, premium or interest (and any additional amounts payable) on the Notes shall be held in trust by for the Fiscal Agent and applied holders of the Notes in a separate account or accounts for payment to the holders of Notes as set forth herein and in the Notes, but need not be segregated from other funds held by the Fiscal Agent except as required by lawprovided herein. (b2) The Fiscal Agent shall be protected and shall incur no liability for or in respect of any action reasonably taken or omitted not taken, or suffered to be taken or thing suffered by not taken, with respect to all legal matters upon which it has received advice from counsel in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine good faith and to have been presented or signed by in accordance with the proper party or partiesopinions and advice of such counsel. (c3) The Fiscal Agent, Agent and each of its officers, directors and employees, in its individual capacity or any other capacity, employees may become the owner owners of, or acquire any an interest in, any Note or other obligations of the Bank Notes, with the same rights and subject to the same terms that it or they would have if it were not the Fiscal Agent or an officer, director or employee thereof, were not acting as the case may beagent hereunder, and may engage or be interested in any financial or other transaction with the Bank Hydro-Québec, and may act onon behalf of, or as a depositary, trustee or agent for, any committee or body of Holders holders of Notes or holders of other obligations of the Bank, Hydro-Québec as freely as if it were not the Fiscal Agent or an officer, director or employee thereof, were not acting as the case may beagent hereunder. (d4) The Fiscal Agent may rely and shall have no liability for interest on be protected in acting upon any monies at any time received and held resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, facsimile transmission or other paper or document believed by it pursuant to any of the provisions of this Agreement be genuine and to have been signed, sent or the Notes. (e) The recitals contained herein and in the Notes (except in the certificate of authentication of a duly authorized officer of the Fiscal Agent) shall be taken as the statements of the Bank and the Fiscal Agent assumes no responsibility for the correctness of the same. The Fiscal Agent makes no representation as to the validity or sufficiency of this Agreement or the Notes except for the Fiscal Agent’s due authorization to execute the Agreement; provided, however, that the Fiscal Agent shall not be relieved of its duty to authenticate Notes as authorized by this Agreement. The Fiscal Agent shall not be accountable for the use or application by the Bank of the proceeds of any Notes authenticated and delivered presented by or on behalf of the Fiscal Agent proper party or parties and in conformity particular, may rely and shall be protected in acting on the basis of any such notice which is given in accordance with the provisions of this Agreementhereof. (f) The Fiscal Agent shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Fiscal Agent. The Fiscal Agent shall be under no obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. (g) Except as otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the Bank made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of the Bank. (h) Except as specifically provided herein or in the Notes, the Fiscal Agent shall have no duty or responsibility in case of any default by the Bank in the performance of its obligations (including, without limiting the generality of the foregoing, any duty or responsibility to accelerate all or any of the Notes or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon the Bank). (i) No provision, term or Section of this Agreement is intended, or shall be interpreted, to obligate the Fiscal Agent to use its own funds for the making of any payments required hereunder or under the Notes. (j) The Fiscal Agent may act through its attorneys, agents, custodian and nominee not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney, agent, custodian and nominee appointed with due care.

The Fiscal Agent. The Fiscal Agent accepts its obligations set forth herein and in the Notes upon the terms and conditions hereof and thereof, including the following, to all of which the Bank agrees and to all of which the rights of the holders from time to time of the Notes shall be subject: (a) In acting under this Agreement and in connection with the Notes, the Fiscal Agent is acting solely as agent of the Bank and assumes no obligation towards or relationship of agency or trust for or with any of the owners or holders of the Notes except that all funds held by the Fiscal Agent for the payment of principal of, premium or interest (and any additional amounts payable) on the Notes shall be held in trust by the Fiscal Agent and applied as set forth herein and in the Notes, but need not be segregated from other funds held by the Fiscal Agent except as required by law. (b) The Fiscal Agent shall be protected and shall incur no liability for or in respect of any action reasonably taken or omitted to be taken or thing suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper party or parties. (c) The Fiscal Agent, and each of its officers, directors and employees, in its individual capacity or any other capacity, may become the owner of, or acquire any interest in, any Note or other obligations of the Bank with the same rights and subject to the same terms that it would have if it were not the Fiscal Agent or an officer, director or employee thereof, as the case may be, and may engage or be interested in any financial or other transaction with the Bank and may act on, or as depositary, trustee or agent for, any committee or body of Holders or other obligations of the Bank, as freely as if it were not the Fiscal Agent or an officer, director or employee thereof, as the case may be.. Back to Contents (d) The Fiscal Agent shall have no liability for interest on any monies at any time received and held by it pursuant to any of the provisions of this Agreement or the Notes. (e) The recitals contained herein and in the Notes (except in the certificate of authentication of a duly authorized officer of the Fiscal Agent) shall be taken as the statements of the Bank and the Fiscal Agent assumes no responsibility for the correctness of the same. The Fiscal Agent makes no representation as to the validity or sufficiency of this Agreement or the Notes except for the Fiscal Agent’s due authorization to execute the Agreement; provided, however, that the Fiscal Agent shall not be relieved of its duty to authenticate Notes as authorized by this Agreement. The Fiscal Agent shall not be accountable for the use or application by the Bank of the proceeds of any Notes authenticated and delivered by or on behalf of the Fiscal Agent in conformity with the provisions of this Agreement. (f) The Fiscal Agent shall be obligated to perform such duties and only such duties as are herein and in the Notes specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Fiscal Agent. The Fiscal Agent shall be under no obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. (g) Except as otherwise specifically provided herein or in the Notes, any order, certificate, notice, request, direction or other communication from the Bank made or given under any provision of this Agreement shall be sufficient if signed by an authorized officer of the Bank. (h) Except as specifically provided herein or in the Notes, the Fiscal Agent shall have no duty or responsibility in case of any default by the Bank in the performance of its obligations (including, without limiting the generality of the foregoing, any duty or responsibility to accelerate all or any of the Notes or to initiate or to attempt to initiate any proceedings at law or otherwise or to make any demand for the payment thereof upon the Bank). (i) No provision, term or Section of this Agreement is intended, or shall be interpreted, to obligate the Fiscal Agent to use its own funds for the making of any payments required hereunder or under the Notes. (j) The Fiscal Agent may act through its attorneys, agents, custodian and nominee not regularly in its employ and shall not be responsible for the misconduct or negligence of any attorney, agent, custodian and nominee appointed with due care.