Paying Agents and Transfer Agents. The Fiscal Agent shall act as the principal paying agent and transfer agent for the Issuer in connection with the Notes. The Issuer may appoint any additional paying agents or transfer agents or terminate the appointment of any paying agents or transfer agents, except that if Certificated Notes are issued and for so long as the Notes are listed on the Euro MTF Market of the Luxembourg Stock Exchange and if the rules of such stock exchange so require, the Issuer will appoint and maintain a paying agent and transfer agent in Luxembourg (the “Luxembourg Paying Agent”) to act on its behalf. The Issuer will also ensure that, to the extent possible, it maintains a paying agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other law implementing or complying with, or introduced in order to conform to, such Directive.
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Sources: Fiscal Agency Agreement (Quebec), Fiscal Agency Agreement (Quebec)