Common use of Early Redemption Clause in Contracts

Early Redemption. 10.1 If an Issuer intends (other than consequent upon an Event of Default) to redeem all or any of the Instruments prior to their stated maturity date it shall not less than 15 days prior to the latest date for the publication of the notice of redemption required to be given to the holders of any Instruments, give notice of such intention to the Fiscal Agent or, in the case of Registered Instruments, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies or which carries any other right of redemption at the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions of the relevant Instruments and shall pay such moneys in accordance with the directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an Issuer intends (other In the event that the Bonds are listed for trading on the Stock Exchange – and should it be decided by the Stock Exchange to delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than consequent upon an Event the amount set forth in the directives of Default) the Stock Exchange regarding the delisting of bonds, the Company shall determine the redemption date on which the Bondholder shall be entitled to redeem all or any the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of the Instruments decision of the Board of Directors of the Stock Exchange regarding said delisting, the Company shall provide notice of an early redemption date on which the Bondholder shall be entitled to redeem the Bonds. The Company shall pay to the Bondholder the principal, together with linkage differentials and interest pursuant to the terms of the Bond, which had accrued by the date of the actual redemption. The notice of the early redemption date shall be published in two daily newspapers which are widely circulated in Israel in Hebrew and shall be sent in writing, by registered mail, to all of the Bondholders at that time. 17.2 The early redemption date shall fall due not prior to their stated maturity 21 days from the date it shall not less than 15 days prior to the latest date for of the publication of the notice and not later than 45 days from said date, however, not in the period between the date determined for payment of interest and the date of the actual payment thereof. 17.3 On the early redemption required to be given date, the Company shall redeem the Bonds whose holders had requested redemption thereof, according to the holders of any Instruments, give notice of such intention par value thereof together with the linkage differentials and interest accrued on the principal up to the Fiscal Agent or, actual redemption date (the calculation of the interest for part of a year shall be made on the basis of 365 days per year). 17.4 The determination of the early redemption date as stated above shall not have an adverse effect on the redemption rights set forth in the case Bonds for any of Registered Instrumentsthe Bondholders who shall not redeem them on the early redemption date as stated above, however, the Registrar (copied Bonds shall be delisted from trading, and they shall be subject, inter alia, to the Fiscal Agent) stating the date on which such Instruments are to be redeemedtax implications arising therefrom. 10.2 In respect of any Instruments to which Condition 6.06 applies or which carries any other right of redemption at the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for 17.5 Early redemption of the relevant Instrument consequent upon the exercise of such option, when, subject Bonds as provided below, it stated above shall present such Instrument (and not confer on any such Coupons) to itself for payment in accordance with the terms and conditions of the relevant Instruments and Bondholders who shall pay such moneys in accordance with redeem the directions of Bonds as stated the holder of the Instrument contained in the relevant redemption notice. If, prior right to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments interest in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular actual redemption date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an Issuer intends it should be decided by the Stock Exchange to expunge the Debentures (other than consequent upon an Event of DefaultSeries B) in circulation from trading due to redeem all or any the fact that the value of the Instruments prior public’s holdings thereof is less than the minimum amount specified in the Stock Exchange directives with regard to their stated maturity deletion from trading, the Company will act as follows, subject to the condition that the date it of early redemption shall not fall less than 15 17 days prior to from the latest date for the of publication of the notice and not more than 45 days from the aforesaid date, but not in a period between the effective date for payment of redemption required to be given to interest and the holders date of any Instrumentsactual payment thereof: 6.1 Within 45 days from the date of the Stock Exchange’s notice regarding deletion of the Debentures (Series B) from trading, the Company will give notice of such intention to the Fiscal Agent or, in the case a date of Registered Instruments, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies or which carries any other right of early redemption at the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions of the relevant Instruments and shall pay such moneys in accordance with the directions of the holder of Debentures (Series B) will be entitled to redeem same. 6.2 The notice regarding the Instrument contained date of early redemption will be published in two widely circulating Hebrew dailies appearing in Israel, and in an immediate report on the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due Magna system and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice be delivered in writing to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, Trustee and at to all the risk of, the holder registered holders of the relevant Instrument at such address as may have been given by such holder in the relevant redemption noticeDebentures (Series B). 10.3 At 6.3 The date of early redemption will fall not less than 30 days from the end date of any applicable period for publication of the exercise of such option or, as the case may be, notice and not later than 7 45 days from the aforesaid date, but not in a period between the date specified for payment of interest and the date of actual payment thereof. 6.4 On the date of early redemption the Company will redeem the Debentures (Series B) which the holders thereof have requested to redeem, according to the balance of the par value thereof, plus linkage differentials and the interest which has accrued on the principal, calculated pro rata to the period commencing after the latest last date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments in respect of which such option has been exercised with it together with their serial numbers the interest was paid and the Fiscal Agent shall promptly notify such details up to the relevant Issuer. 10.4 At the end aforesaid date of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer early redemption. Early redemption of the principal amount Debentures (Series B) as aforesaid shall not confer on anyone who holds the Debentures (Series B) which are redeemed as aforesaid the right to payment of the Instruments interest in respect of which such option has been exercised together with their serial numbersthe period subsequent to the date of redemption.

Early Redemption. 10.1 If 14.1 Subject to clause 14.3, the Issuer shall: 14.1.1 at its election, promptly following a Change of Control; 14.1.2 immediately following the promulgation of an Issuer intends (other than consequent upon an Event Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of Default) to any Affected Person, redeem all or any of the Instruments prior to their stated maturity date it shall not less than 15 days prior to the latest date for the publication of the notice of redemption required to be given to the holders of any Instruments, give notice of such intention to the Fiscal Agent Debentures or, in the case of Registered Instrumentsthe Debentures held by an Affected Person, redeem the Registrar Debentures held by such Affected Person (copied in each case, an Early Redemption), by issue of a notice to the Fiscal Agent) stating Agent (who shall, in turn, promptly notify the Holders via the Abundance Service), giving not less than 20 Business Days’ notice of its intention to effect such redemption (a Notice of Redemption). Each Notice of Redemption will specify the last Business Day of the Interest Period ending on or following the expiration of the 20 Business Days’ notice period as the date on which such Instruments are to be redeemedredemption will take place (such date being, the Early Redemption Date). 10.2 In respect of any Instruments 14.2 Subject to which Condition 6.06 applies or which carries any other right of redemption at clause 14.3, the option Issuer shall be entitled to redeem all of the holders Debentures in full on any Cash Return Date on or after the Early Redemption Option Date by the issuance of such Instrumentsa Notice of Redemption to the Agent (who shall, in turn, promptly notify the Holders via the Abundance Service) giving not less than 20 Business Days’ prior written notice of its intention to redeem all of the Debentures on the relevant Early Redemption Date. 14.3 On each Early Redemption Date, the relevant Issuer will provide shall redeem and repay all Principal outstanding under all of the Paying Agents Debentures in full (or, in the case of Registered Instrumentsclause 14.1.3, redeem and repay all Principal outstanding under the Registrar Debentures held by such Affected Person), together with copies any and all accrued Interest outstanding and payable under the Debentures to (and including) the Early Redemption Date (as applicable) and, in respect of clauses 14.1.1 or 14.2, pay the Early Redemption Fee. 14.4 The Issuer shall be entitled to redeem the Debentures in part on any Cash Return Date on or after the Early Redemption Option Date, together with any accrued Interest outstanding and payable under the Debentures that are to be redeemed to and (including) the Early Redemption Date and payment of the form Early Redemption Fee, if: 14.4.1 any Financial Indebtedness being used to redeem the Debentures in part meets the criteria of Permitted Indebtedness and is not detrimental to the current redemption notice and Debentures; or 14.4.2 the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for partial redemption of the relevant Instrument consequent upon Debentures is financed from the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions revenue of the relevant Instruments and shall pay such moneys in accordance with Projects, the directions amount of surplus free cash remaining after the partial redemption of the holder Debentures must be sufficient to meet the forecast net operating cashflow deficit of the Instrument contained in Projects up to but not including the relevant redemption noticenext expected timber sales, together with a 30 per cent. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice buffer added to the exercise forecast net operating cashflow deficit, by the issuance of such option mail such Instrument a Notice of Redemption to the Agent (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular datewho shall, in relation to Bearer Instruments each Paying Agent shall turn, promptly notify the Fiscal Agent Holders via the Abundance Service) giving not less than 20 Business Days’ prior written notice of its intention to redeem the principal amount of the Instruments Debentures in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to part on the relevant IssuerEarly Redemption Date. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an Issuer intends (other it be decided by the Stock Exchange to delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than consequent upon an Event the amount set forth in the directives of Default) the Stock Exchange regarding the delisting of bonds, the Company shall determine the redemption date on which the Bondholder shall be entitled to redeem all or any the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of the Instruments decision of the Board of Directors of the Stock Exchange regarding said delisting, the Company shall provide notice of an early redemption date on which the Bondholder shall be entitled to redeem the Bonds. The Company shall pay to the Bondholder the principal, together with linkage differentials and interest pursuant to the terms of the Bond, which had accrued by the date of the actual redemption. The notice of the early redemption date shall be published in two daily newspapers which are widely circulated in Israel in Hebrew and shall be sent in writing, by registered mail, to all of the Bondholders at that time. 17.2 The early redemption date shall fall due not prior to their stated maturity 17 days from the date it shall not less than 15 days prior to the latest date for of the publication of the notice and not later than 45 days from said date, however, not in the period between the date determined for payment of interest and the date of the actual payment thereof. 17.3 On the early redemption date, the Company shall redeem the Bonds whose holders had requested redemption thereof, according to the par value thereof together with the linkage differentials and interest accrued on the principal up to the actual redemption date (the calculation of the interest for part of a year shall be made on the basis of 365 days per year). 17.4 The determination of the early redemption date as stated above shall not have an adverse effect on the redemption rights set forth in the Bonds for any of the Bondholders who shall not redeem them on the early redemption date as stated above, however, the Bonds shall be delisted from trading, and they shall be subject, inter alia, to the tax implications arising therefrom. 17.5 Early redemption of the Bonds as stated above shall not confer on any of the Bondholders who shall redeem the Bonds as stated the right to payment of interest in respect of the period after the actual redemption date. APPENDIX B ELBIT MEDICAL IMAGING LTD. GENERAL MEETINGS OF THE BONDHOLDERS 1. The Trustee or the Company may invite the Bondholders to a Bondholders' meeting. If the Company convenes such a meeting, it is required to be given immediately send notice, in writing, to the holders Trustee of the place, the date and the time at which the meeting will be held and of the matters to be raised for discussion thereat. At the time of convening bondholder meetings, the Trustee will examine the existence of a conflict of interests amongst the Bondholders under the circumstances of the case. The Company and the Trustee shall act to convene class meetings of Bondholders pursuant to the provisions of any Instrumentslaw, give notice of such intention to the Fiscal Agent or, in the case of Registered Instrumentslaw, the Registrar (copied provisions of the Securities Law and the Regulations and Directives enacted thereunder. The Company shall be required to convene such a meeting, upon the Fiscal Agent) stating written requisition of the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies Trustee or which carries any other right of redemption at the option of the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed. The Trustee shall be required to convene such Instrumentsa meeting upon the written requisition of the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed. In the event that the requisitioners of the meeting are the Bondholders, the relevant Issuer will provide Company and/or the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents orTrustee, as the case may be, shall be entitled to demand from the Registrar will make available forms requisitioners indemnification for the reasonable expenses entailed therein. 2. In respect of each Bondholders' meeting, advance notice of at least 14 days shall be given to the Bondholders and to the Trustee, which shall specify the place, the date and the time of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited meeting, and which shall also specify, in the exercise of such optiona general manner, the Paying Agent orissues to be discussed at the meeting. Should the meeting be convened for the purpose of passing a special resolution, advance notice of at least 21 days shall be given, and the notice shall specify, in the case of Registered Instrumentsaddition to that stated above, the Registrar with which proposed text of the special resolution. In the event of the convening of the meeting by the Trustee, such Instrument is deposited notice shall hold such Instrument (together withalso be given to the Company. The Trustee may shorten the period of time for the provision of advance notices, in should the case Trustee believe that the deferment of a Definitive Instrument, any Coupons relating to it deposited with it) the convening of the meeting could have an adverse effect on the Bondholders' rights. 3. Any notice on behalf of the depositing holder Company and/or the Trustee to the Bondholders shall be given in a notice that shall be published in two daily newspapers which are widely circulated in Israel in Hebrew and, in the Company's discretion, also by sending the notice by registered mail to the last address of the Bondholders registered in the Register. In addition, the Company shall publish an immediate report , and a report so published shall be deemed to have been delivered to the Bondholders on the date of publication thereof. 4. No resolution shall be disqualified which was duly passed at a meeting convened as stated above, if, in error, notice thereof was not given to the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed or if such notice was not received by said holders. 5. The chairman of the meeting shall be the person appointed by the Trustee. Should the Trustee not appoint a chairman as stated, or should the person appointed by the Trustee as stated be absent from the meeting, the Bondholders who are present (or their proxies) shall elect a chairman from among their number. The Bondholders' meeting shall commence after it shall be proven that a quorum exists as required for the commencement of the discussion. (a) Subject to the quorum required for the dismissal of the Trustee pursuant to law, at the Bondholders' meetings, with the exception of that stated in section 6(e) below, a quorum shall be constituted by the presence of at least two Bondholders who are present, either in person or in proxy, and who hold or represent jointly at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed at that time. (b) If, within half an hour from the time designated for the commencement of such Instrument (but a meeting, there shall notbe no quorum as stated, save as provided below, release it) until the due date for redemption meeting shall be adjourned to the same day of the relevant Instrument consequent upon following week, in the exercise same place and at the same time (without any additional notice being necessary) and should this day not be a Business Day - to the next subsequent Business Day (without any additional notice being necessary), or to such other date, place and time as the entity convening the meeting shall determine, provided that the convening entity shall provide notice of seven (7) days in advance, at least, of the holding of said adjourned meeting, in the same manner in which it gave the notice of the holding of the original meeting, and it shall note that should there be no quorum at the adjourned meeting, as stated above, the quorum shall be two Bondholders who are present, either in person or in proxy, without taking into consideration the par value of the Bonds which they hold. Such notice may also be given in the notice pursuant to which the adjourned meeting was called. (c) Should there be no quorum at the meeting adjourned as stated above, two Bondholders who are present, either in person or in proxy, and who hold any amount whatsoever of Bonds, shall constitute the quorum. (d) With the consent of the holders of the majority of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed, who are present at a meeting, either in person or in proxy, at which a quorum exists, the Chairman may, and at the request of the meeting, is obligated to, defer the continuation of the meeting from time to time and from place to place, as the meeting shall decide. Should the continuation of the meeting be deferred by ten days or more, notice shall be given of the continued meeting in the same manner that notice was given of the first meeting. With the exception of the foregoing, the Bondholders shall not be entitled to receive any notice of a continued meeting and/or of the matters to be discussed by the continued meeting. No matters shall be discussed at the continued meeting other than those matters which could have been discussed at the meeting at which the deferment was decided upon. (e) At a meeting convened in order to pass any of the resolutions set forth below and also resolutions defined in the Trust Deed, in the Bond, in the Terms Listed Overleaf and in this Appendix, as special resolutions (hereinafter: "Special Resolution"), a quorum shall be constituted by the presence at the meeting of the holders of at least fifty percent (50%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed or at an adjourned meeting, at which the holders shall be present, either in person or in proxy, of at least ten percent (10%) of said balance: (1) Any material amendment, modification or arrangement of the Bondholders' rights, whether these rights derive from the Bonds, from the Trust Deed or otherwise, or any material compromise or waiver in connection with these rights; (2) Any amendment to the provisions of the Trust Deed which shall be published by the Company, and the authorization of the Trustee to sign any additional or new trust deed for the purpose of making said amendment; (3) The declaration of the Bonds to be immediately due and payable. The provisions of this section 6(e) shall apply subject to the provisions of section 2 of the Trust Deed. It is hereby clarified that for the purpose of the presence of a quorum, the votes shall not be taken into account of Bondholders which are subsidiaries of the Company, related companies of the Company and/or controlling shareholders of the Company, and Bondholders which are subsidiaries of the Company, related companies of the Company and/or controlling shareholders of the Company shall not be entitled to vote at any General Meeting. (a) Bondholders are entitled to participate in and vote at any General Meeting by proxy. In any vote of Bondholders, the vote shall be held on a poll, so that each Bondholder or his proxy shall be entitled to one vote in respect of each NIS 1.00 par value of the unpaid principal balance of the Bonds by virtue of which he is entitled to vote. In the event of joint holders, the only vote that shall be accepted is that of the holder who wishes to vote, either in person or by proxy, whose name appears first, out of the joint holders, in the Register. (b) The Bondholder or his proxy may vote in respect of part of his votes for a particular proposed resolution; and in respect of another part of his votes, he may vote against it; and in respect of another part of his votes, he may abstain; all as he shall deem fit. (c) The Trustee who shall take part in a meeting at the Company's invitation shall participate without a voting right. (a) The majority required to pass an ordinary resolution of the General Meeting is a simple majority of the number of votes represented in the vote, voting for or against. The majority required to pass a Special Resolution at a meeting as stated in section 6(e) above is a majority of not less than 75% of the number of votes represented in said vote, voting for or against. (b) A resolution to amend the Trust Deed shall be passed by Special Resolution, subject to the provisions of the Law. (c) A declaration by the Chairman of the passing of a resolution or the rejection thereof, and entry to this effect in the minutes of the meeting, shall serve as conclusive evidence of this fact. (a) The instrument appointing a proxy shall be in writing and shall be signed by the appointor or by his proxy, who has due authorization, in writing. Should the appointor be a corporation, the appointment shall be made by authorization in writing, duly signed by the corporation together with the approval by an attorney of the validity of the signature. A proxy need not be a Bondholder himself. (b) The instrument of appointment and the power of attorney or any other certificate pursuant to which the instrument of appointment was signed, or an authenticated copy of such optiona power of attorney, whenshall be deposited at the Company's offices not less than 48 hours prior to the time of the meeting in respect of which the power of attorney was given, subject as provided below, it shall present such Instrument unless determined otherwise in the notice convening the meeting. (and any such Couponsc) to itself for payment A vote conducted in accordance with the terms and conditions set forth in the instrument appointing a proxy shall be valid even if prior to the meeting, the appointor passed away or was declared to be incapacitated or the instrument of appointment was cancelled or the Bond in respect of which the vote was given was transferred, unless notice, in writing, was received at the Company's registered offices prior to the time of the relevant Instruments and shall pay such moneys in accordance meeting, with the directions regard to said death, declaration of the holder of the Instrument contained in the relevant redemption notice. Ifincapacity, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld cancellation or refused, the Paying Agent concerned ortransfer, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument . (together with any such Couponsd) by uninsured post to, and at the risk of, Any corporation which is the holder of a Bond may, pursuant to duly signed authorization in writing, empower a person as it shall deem fit to act as its representative at any meeting of the relevant Instrument Bondholders, and the person so empowered may act on behalf of the corporation which he represents. 10. The Chairman of the meeting shall attend to the drawing up of minutes of all the discussions and resolutions at any General Meeting of the Bondholders, and to the keeping thereof in the Book of Minutes of the Bondholders' Meetings. All minutes signed by the Chairman of the meeting at which the resolutions were passed and the discussions were conducted, or by a chairman of the meeting held subsequent thereto, shall serve as proof of the matters entered therein, and until such time as the contrary is proven, any resolution passed at such address as may a meeting shall be deemed to have been given by such holder in the relevant redemption noticeduly passed. 10.3 At 11. Any person or persons who shall be appointed by the end of any applicable period for the exercise of such option or, Trustee as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent Secretary of the principal amount Company and any other person or persons who shall be so authorized by the Company, shall be entitled to be present at the Bondholders' meetings. No such persons shall have a voting right at the General Meeting. 12. Any meeting of the Instruments Bondholders shall be held at the Company's registered offices or at any other venue in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to entity convening the relevant Issuer.meeting provided notice. *** APPENDIX C ELBIT MEDICAL IMAGING LTD. TRUSTEE'S FEES 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer 1. For of the principal amount of the Instruments first trust year in respect of (Series A) Bonds, (Series B) Bonds and (Series C) Bonds jointly, issued by the Company the Trustee's fees shall be in the amount of NIS 55,000. 2. The annual fees, commencing from the second trust year, in respect of (Series A) Bonds, (Series B) Bonds and (Series C) Bonds jointly, issued by the Company, the Trustee's fees shall be in the amount of NIS 30,000, which shall be paid at the beginning of each trust year. 3. In respect of participation at general meetings of shareholders and/or Bondholders, the fee shall be in the amount of NIS 150 per hour. 4. Should the Trustee be required to perform special work (such option has been exercised together as work required due to a change in the Company's structure or in respect of the need to perform acts due to the Company's failure to comply with their serial numbersits undertakings to the Bondholders or in respect of the need to perform additional acts for the purpose of the performance of its duties as a reasonable trustee, due to a future change in the laws and/or regulations and/or other binding provisions which shall apply to the Trustee's activities), the fee shall be in the amount of USD 150 per hour. 5. It is hereby clarified that should additional expenses be imposed on the Trustee, due to changes in the laws and/or regulations and/or other binding provisions which shall apply to the Trustee's activities, which shall be required of the Trustee for the purpose of the performance of its duties as a reasonable

Early Redemption. 10.1 If an Save stipulation otherwise for one or more series in the respective Supplemental Deed stipulating the conditions thereof, the Issuer intends (other than consequent upon an Event of Default) to may redeem all or part of the Bonds issued under the facility early, as of the date indicated in such Supplemental Deeds for the respective series or in Section 6.9 of this deed in regard to Bonds forming part of Series E in the first issue under the facility. The Bonds shall be deemed redeemed at the equivalent to the unpaid balance of principal, plus interest accrued in the period from the day following the last installment of interest paid to the date of redemption. If a part of the Bonds in any series or subseries is redeemed early, the Issuer shall hold a raffle before a notary to determine the Bonds that will be redeemed. For these purposes, the Issuer will publish a notice in the Newspaper and notify the Bondholders Representative and the DCV by letter delivered to the addresses thereof by a notary, all at least 15 days in advance of the date when the raffle is to be held. That notice and such letter shall indicate the amount in Unidades de Fomento to be redeemed early, and the series and subseries of the Bonds that will be redeemed, the notary before whom the raffle will be held, and the day, time and place when it will be held. The Issuer, the Bondholders Representative, DCV and the Bondholders who wish may attend the raffle. The early redemption procedure will not be invalidated if any of such persons does not attend the Instruments prior raffle. A certificate of the raffle will be prepared by the respective notary certifying the number, series and subseries of Bonds raffled. A certificate will be filed in the Public Deeds Registries of the Notary before whom the raffle is held. The raffle should be held at least 30 days in advance of the date when the early redemption is to take place. The Bonds that will be redeemed early according to the raffle shall be published once within 5 days following the raffle, indicating the number, series and/or subseries of each. A copy of the certificate shall also be sent to the DCV no later than the Business Day following the raffle in order for the DCV to report the outcome of the raffle to its depositors through its own systems. If electronic Bonds are redeemed through the raffle, i.e. they are in deposit with the DCV, the provisions in the DCV Regulations shall apply to determine the depositors whose Bonds have been redeemed, as provided in article 9 of the DCV Law. If the early redemption includes all of the Bonds of a series or subseries in circulation, a notice will be published once in the Newspaper indicating that fact and the Bondholders Representative and DCV will be given notice by letter delivered by a notary to their stated maturity registered offices, all at least 30 days in advance of the date it when the early redemption is to be made. Efforts shall also be made for DCV to advise this fact to its depositors through its own systems. The date chosen to make the early redemption should be a Business Day. Interest on the redeemed Bonds shall accrue only through the day of the early redemption and as of that date, the redeemed Bonds shall not less than 15 days prior to the latest date for the publication of the notice of redemption required to be given to the holders of accrue any Instruments, give notice of such intention to the Fiscal Agent or, in the case of Registered Instrumentsadjustment. Accordingly, the Registrar (copied to interest and adjustments on the Fiscal Agent) stating the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies Bonds raffled or which carries any other right of redemption at the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited redeemed early shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions of the relevant Instruments cease and shall pay such moneys in accordance with be payable from the directions of day when the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys corresponding amortization is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption noticepaid. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an Issuer intends (other In the event that the Bonds are listed for trading on the Stock Exchange - and should it be decided by the Stock Exchange to delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than consequent upon an Event the amount set forth in the directives of Default) the Stock Exchange regarding the delisting of bonds, the Company shall determine the redemption date on which the Bondholder shall be entitled to redeem all or any the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of the Instruments decision of the Board of Directors of the Stock Exchange regarding said delisting, the Company shall provide notice of an early redemption date on which the Bondholder shall be entitled to redeem the Bonds. The Company shall pay to the Bondholder the principal, together with linkage differentials and interest pursuant to the terms of the Bond, which had accrued by the date of the actual redemption. The notice of the early redemption date shall be published in two daily newspapers which are widely circulated in Israel in Hebrew and shall be sent in writing, by registered mail, to all of the Bondholders at that time. 17.2 The early redemption date shall fall due not prior to their stated maturity 21 days from the date it shall not less than 15 days prior to the latest date for of the publication of the notice and not later than 45 days from said date, however, not in the period between the date determined for payment of interest and the date of the actual payment thereof. 17.3 On the early redemption date, the Company shall redeem the Bonds whose holders had requested redemption thereof, according to the par value thereof together with the linkage differentials and interest accrued on the principal up to the actual redemption date (the calculation of the interest for part of a year shall be made on the basis of 365 days per year). 17.4 The determination of the early redemption date as stated above shall not have an adverse effect on the redemption rights set forth in the Bonds for any of the Bondholders who shall not redeem them on the early redemption date as stated above, however, the Bonds shall be delisted from trading, and they shall be subject, inter alia, to the tax implications arising therefrom. 17.5 Early redemption of the Bonds as stated above shall not confer on any of the Bondholders who shall redeem the Bonds as stated the right to payment of interest in respect of the period after the actual redemption date. APPENDIX B ELBIT MEDICAL IMAGING LTD. GENERAL MEETINGS OF THE BONDHOLDERS 1. The Trustee or the Company may invite the Bondholders to a Bondholders' meeting. If the Company convenes such a meeting, it is required to be given immediately send notice, in writing, to the holders Trustee of any Instruments, give notice of such intention to the Fiscal Agent or, in the case of Registered Instrumentsplace, the Registrar (copied to date and the Fiscal Agent) stating time at which the date on which such Instruments are meeting will be held and of the matters to be redeemed. 10.2 In respect raised for discussion thereat. The Company shall be required to convene such a meeting, upon the written requisition of any Instruments to which Condition 6.06 applies the Trustee or which carries any other right of redemption at the option of the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed. The Trustee shall be required to convene such Instrumentsa meeting upon the written requisition of the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed. In the event that the requisitioners of the meeting are the Bondholders, the relevant Issuer will provide Company and/or the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents orTrustee, as the case may be, shall be entitled to demand from the Registrar will make available forms requisitioners indemnification for the reasonable expenses entailed therein. 2. In respect of each Bondholders' meeting, advance notice of at least 14 days shall be given to the Bondholders and to the Trustee, which shall specify the place, the date and the time of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited meeting, and which shall also specify, in the exercise of such optiona general manner, the Paying Agent orissues to be discussed at the meeting. Should the meeting be convened for the purpose of passing a special resolution, advance notice of at least 21 days shall be given, and the notice shall specify, in the case of Registered Instrumentsaddition to that stated above, the Registrar with which proposed text of the special resolution. In the event of the convening of the meeting by the Trustee, such Instrument is deposited notice shall hold such Instrument (together withalso be given to the Company. The Trustee may shorten the period of time for the provision of advance notices, in should the case Trustee believe that the deferment of a Definitive Instrument, any Coupons relating to it deposited with it) the convening of the meeting could have an adverse effect on the Bondholders' rights. 3. Any notice on behalf of the depositing Company and/or the Trustee to the Bondholders shall be given in a notice that shall be published in two daily newspapers which are widely circulated in Israel in Hebrew or by the sending of a notice by registered mail according to the last address of the Bondholders registered in the Register (and in the event of joint holders - to the holder whose name appears first in the Register) and any notice which shall be published or sent as stated shall be deemed to have been delivered to the Bondholder on the date of publication thereof as stated, or at the expiration of three days from the date of dispatch thereof by mail, all as the case may be. Should the Bonds be listed for trading on the Stock Exchange or on the TACT - Institutional, notice as stated above shall be given in a notice to be published in two daily newspapers which are widely circulated in Israel in Hebrew, and, in the Company's discretion, also by sending the notice by registered mail to the last address of the Bondholders registered in the Register. Should the Bonds be listed for trading on the Stock Exchange, in addition, an immediate report shall be published, and a report so published shall be deemed to have been delivered to the Bondholders on the date of publication thereof. 4. No resolution shall be disqualified which was duly passed at a meeting convened as stated above, if, in error, notice thereof was not given to the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed or if such notice was not received by said holders. 5. The chairman of the meeting shall be the person appointed by the Trustee. Should the Trustee not appoint a chairman as stated, or should the person appointed by the Trustee as stated be absent from the meeting, the Bondholders who are present (or their proxies) shall elect a chairman from among their number. The Bondholders' meeting shall commence after it shall be proven that a quorum exists as required for the commencement of the discussion. (a) Subject to the quorum required for the dismissal of the Trustee pursuant to law, at the Bondholders' meetings, with the exception of that stated in section 6(e) below, a quorum shall be constituted by the presence of at least two Bondholders who are present, either in person or in proxy, and who hold or represent jointly at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed at that time. (b) If, within half an hour from the time designated for the commencement of such Instrument (but a meeting, there shall notbe no quorum as stated, save as provided below, release it) until the due date for redemption meeting shall be adjourned to the same day of the relevant Instrument consequent upon following week, in the exercise same place and at the same time (without any additional notice being necessary) and should this day not be a Business Day - to the next subsequent Business Day (without any additional notice being necessary), or to such other date, place and time as the entity convening the meeting shall determine, provided that the convening entity shall provide notice of seven (7) days in advance, at least, of the holding of said adjourned meeting, in the same manner in which it gave the notice of the holding of the original meeting, and it shall note that should there be no quorum at the adjourned meeting, as stated above, the quorum shall be two Bondholders who are present, either in person or in proxy, without taking into consideration the par value of the Bonds which they hold. Such notice may also be given in the notice pursuant to which the adjourned meeting was called. (c) Should there be no quorum at the meeting adjourned as stated above, two Bondholders who are present, either in person or in proxy, and who hold any amount whatsoever of Bonds, shall constitute the quorum. (d) With the consent of the holders of the majority of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed, who are present at a meeting, either in person or in proxy, at which a quorum exists, the Chairman may, and at the request of the meeting, is obligated to, defer the continuation of the meeting from time to time and from place to place, as the meeting shall decide. Should the continuation of the meeting be deferred by ten days or more, notice shall be given of the continued meeting in the same manner that notice was given of the first meeting. With the exception of the foregoing, the Bondholders shall not be entitled to receive any notice of a continued meeting and/or of the matters to be discussed by the continued meeting. No matters shall be discussed at the continued meeting other than those matters which could have been discussed at the meeting at which the deferment was decided upon. (e) At a meeting convened in order to pass any of the resolutions set forth below and also resolutions defined in the Trust Deed, in the Bond, in the Terms Listed Overleaf and in this Appendix, as special resolutions (hereinafter: "Special Resolution"), a quorum shall be constituted by the presence at the meeting of the holders of at least fifty percent (50%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed or at an adjourned meeting, at which the holders shall be present, either in person or in proxy, of at least ten percent (10%) of said balance: (1) Any material amendment, modification or arrangement of the Bondholders' rights, whether these rights derive from the Bonds, from the Trust Deed or otherwise, or any material compromise or waiver in connection with these rights; (2) Any amendment to the provisions of the Trust Deed which shall be published by the Company, and the authorization of the Trustee to sign any additional or new trust deed for the purpose of making said amendment; (3) The declaration of the Bonds to be immediately due and payable. The provisions of this section 6(e) shall apply subject to the provisions of section 2 of the Trust Deed. It is hereby clarified that for the purpose of the presence of a quorum, the votes shall not be taken into account of Bondholders which are subsidiaries of the Company, related companies of the Company and/or controlling shareholders of the Company, and Bondholders which are subsidiaries of the Company, related companies of the Company and/or controlling shareholders of the Company shall not be entitled to vote at any General Meeting. (a) Bondholders are entitled to participate in and vote at any General Meeting by proxy. In any vote of Bondholders, the vote shall be held on a poll, so that each Bondholder or his proxy shall be entitled to one vote in respect of each NIS 1.00 par value of the unpaid principal balance of the Bonds by virtue of which he is entitled to vote. In the event of joint holders, the only vote that shall be accepted is that of the holder who wishes to vote, either in person or by proxy, whose name appears first, out of the joint holders, in the Register. (b) The Bondholder or his proxy may vote in respect of part of his votes for a particular proposed resolution; and in respect of another part of his votes, he may vote against it; and in respect of another part of his votes, he may abstain; all as he shall deem fit. (c) The Trustee who shall take part in a meeting at the Company's invitation shall participate without a voting right. (a) The majority required to pass an ordinary resolution of the General Meeting is a simple majority of the number of votes represented in the vote, voting for or against. The majority required to pass a Special Resolution at a meeting as stated in section 6(e) above is a majority of not less than 75% of the number of votes represented in said vote, voting for or against. (b) A resolution to amend the Trust Deed shall be passed by Special Resolution, subject to the provisions of the Law. (c) A declaration by the Chairman of the passing of a resolution or the rejection thereof, and entry to this effect in the minutes of the meeting, shall serve as conclusive evidence of this fact. (a) The instrument appointing a proxy shall be in writing and shall be signed by the appointor or by his proxy, who has due authorization, in writing. Should the appointor be a corporation, the appointment shall be made by authorization in writing, duly signed by the corporation together with the approval by an attorney of the validity of the signature. A proxy need not be a Bondholder himself. (b) The instrument of appointment and the power of attorney or any other certificate pursuant to which the instrument of appointment was signed, or an authenticated copy of such optiona power of attorney, whenshall be deposited at the Company's offices not less than 48 hours prior to the time of the meeting in respect of which the power of attorney was given, subject as provided below, it shall present such Instrument unless determined otherwise in the notice convening the meeting. (and any such Couponsc) to itself for payment A vote conducted in accordance with the terms and conditions set forth in the instrument appointing a proxy shall be valid even if prior to the meeting, the appointor passed away or was declared to be incapacitated or the instrument of appointment was cancelled or the Bond in respect of which the vote was given was transferred, unless notice, in writing, was received at the Company's registered offices prior to the time of the relevant Instruments and shall pay such moneys in accordance meeting, with the directions regard to said death, declaration of the holder of the Instrument contained in the relevant redemption notice. Ifincapacity, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld cancellation or refused, the Paying Agent concerned ortransfer, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument . (together with any such Couponsd) by uninsured post to, and at the risk of, Any corporation which is the holder of a Bond may, pursuant to duly signed authorization in writing, empower a person as it shall deem fit to act as its representative at any meeting of the relevant Instrument Bondholders, and the person so empowered may act on behalf of the corporation which he represents. 10. The Chairman of the meeting shall attend to the drawing up of minutes of all the discussions and resolutions at any General Meeting of the Bondholders, and to the keeping thereof in the Book of Minutes of the Bondholders' Meetings. All minutes signed by the Chairman of the meeting at which the resolutions were passed and the discussions were conducted, or by a chairman of the meeting held subsequent thereto, shall serve as proof of the matters entered therein, and until such time as the contrary is proven, any resolution passed at such address as may a meeting shall be deemed to have been given by such holder in the relevant redemption noticeduly passed. 10.3 At 11. Any person or persons who shall be appointed by the end of any applicable period for the exercise of such option or, Trustee as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent Secretary of the principal amount Company and any other person or persons who shall be so authorized by the Company, shall be entitled to be present at the Bondholders' meetings. No such persons shall have a voting right at the General Meeting. 12. Any meeting of the Instruments Bondholders shall be held at the Company's registered offices or at any other venue in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent entity convening the meeting provided notice. *** APPENDIX C ELBIT MEDICAL IMAGING LTD. TRUSTEE'S FEES 1. In respect of the first trust year, the Trustee's fees shall promptly notify such details to be in the relevant Issueramount of NIS 45,000, which shall be paid on the date of the implementation of the issue. 10.4 At 2. The annual fees, commencing from the end second trust year, shall be in the amount of any applicable period for NIS 23,000, which shall be paid at the exercise beginning of each trust year. 3. In respect of participation at general meetings of shareholders and/or Bondholders, the fee shall be in the amount of NIS 150 per hour. 4. Should the Trustee be required to perform special work (such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation work required due to a particular date, change in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments Company's structure or in respect of the need to perform acts due to the Company's failure to comply with its undertakings to the Bondholders or in respect of the need to perform additional acts for the purpose of the performance of its duties as a reasonable trustee, due to a future change in the laws and/or regulations and/or other binding provisions which such option has been exercised together with their serial numbersshall apply to the Trustee's activities), the fee shall be in the amount of USD 150 per hour. 5.

Early Redemption. 10.1 If an Issuer intends it should be decided by the Stock Exchange to expunge the Debentures (other Series A) in circulation from trading due to the fact that the value of the public’s holdings thereof is less than consequent upon an Event the minimum amount specified in the Stock Exchange directives with regard to deletion from trading, the Company will act as follows: 6.1 Within 45 days from the date of Defaultthe Stock Exchange’s notice regarding deletion of the Debentures (Series A) from trading, the Company will give notice of a date of early redemption at which the holder of Debentures (Series A) will be entitled to redeem same. 6.2 The notice regarding the date of early redemption will be published in two widely circulating Hebrew dailies appearing in Israel, and in an immediate report on the Magna system and shall be delivered in writing to the Trustee and to all or any the registered holders of the Instruments prior to their stated maturity Debentures (Series A). 6.3 The date it shall of early redemption will fall not less than 15 30 days prior to from the latest date for the of publication of the notice and not later than 45 days from the aforesaid date, but not in a period between the date specified for payment of interest and the date of actual payment thereof. 6.4 On the date of early redemption the Company will redeem the Debentures (Series A) which the holders thereof have requested to redeem, according to the balance of the par value thereof, plus linkage differentials and the interest which has accrued on the principal, calculated pro rata to the period commencing after the last date in respect of which the interest was paid and up to the aforesaid date of early redemption. Fixing of a date of early redemption as aforesaid shall in no way prejudice the rights of conversion and the rights of redemption required to be given to the holders of any Instruments, give notice of such intention to the Fiscal Agent or, stipulated in the case of Registered Instruments, the Registrar Debentures (copied to the Fiscal AgentSeries A) stating the date on which such Instruments are to be redeemed. 10.2 In respect of for any Instruments to which Condition 6.06 applies or which carries any other right of redemption at the option of the holders of such Instrumentsthe Debentures (Series A) who do not redeem same on the date of early redemption as aforesaid, but the Debentures (Series A) will be expunged from trading on the Stock Exchange and, inter alia, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice tax implications arising from this shall apply to holders of Instruments upon request during usual business hours at their respective specified officesthem. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for Early redemption of the relevant Instrument consequent upon Debentures (Series A) as aforesaid shall not confer on anyone who holds the exercise of such option, when, subject Debentures (Series A) which are redeemed as provided below, it shall present such Instrument (and any such Coupons) aforesaid the right to itself for payment in accordance with the terms and conditions of the relevant Instruments and shall pay such moneys in accordance with the directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments interest in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details period subsequent to the relevant Issuerdate of redemption. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an the Issuer intends (other than consequent upon an Event of DefaultDefault or an Enforcement Event, as the case may be, under the Notes) to redeem all or any of the Instruments Notes prior to their stated maturity date (if the relevant Conditions so provide) it shall shall, not less than 15 days prior to the latest date for the publication of the notice of redemption required to be given to the holders of any InstrumentsHolders, give notice of such intention to the Fiscal Agent orand, in the case of Registered Instrumentswhere applicable, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments Notes are to be redeemed. 10.2 In respect If some only of the Notes are to be redeemed on such date, the Fiscal Agent shall make the required drawing (if applicable) in accordance with Condition 11.5 (Redemption and Purchase - Partial redemption) and (if applicable) the terms of the Global Note by which such Notes are represented, but shall give the Issuer reasonable notice of the time and place proposed for such drawing and the proposed manner thereof and the Issuer shall be entitled to send representatives to attend such drawing. 10.3 The Fiscal Agent shall give to Holders of Notes the notice required in connection with any such redemption and shall at the same time also publish a separate list of serial numbers of any Instruments to which Condition 6.06 applies or which carries any other right of redemption at Notes previously drawn and not presented for payment. Such notice shall specify the option of the holders of such Instrumentsdate fixed for redemption, the relevant Issuer redemption price, the manner in which redemption will provide the Paying Agents orbe effected and, in the case of Registered Instrumentsa partial redemption, the Registrar with copies serial numbers of the form Notes drawn for redemption. Such notice will be given in accordance with Condition 20 (Notices). The Fiscal Agent will also notify the other Paying Agents, in the case of the current redemption notice and the Paying Agents Bearer Notes or, as the case may be, the Registrar Registrar, the Exchange Agent and the Transfer Agents, in the case of Registered Notes, of any date fixed for redemption of any Notes. 10.4 Each Paying Agent will keep a stock of notices ("Redemption Notices") in the form set out in Schedule 8 hereto and will make such notices available forms on demand to Holders in relation to which the relevant Final Terms provides for redemption at the option of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified officessuch Holders. Upon receipt of any Instrument Note and a duly completed Redemption Notice (and, in the case of an exercise in respect of any portion of a Global Note, authority from the Holder to DTC, Euroclear or, as the case may be, Clearstream, Luxembourg) deposited in the exercise of such option, the Paying relevant Agent or, in the case of Registered Instruments, the Registrar with which such Instrument Note (or, as the case may be, such authority) is deposited shall hold such Instrument Note (or, as the case may be, such authority) (together with, in the case of a Definitive Instrument, with any Coupons relating to it such Note deposited with it) on behalf of the depositing holder of such Instrument Holder (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument Note consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument Note and Coupons (and any or, as the case may be, such Couponsauthority) to itself a Paying Agent for payment of the redemption monies therefor (including premium (if any) and interest accrued to or payable on such date) in accordance with the terms and conditions of the relevant Instruments Conditions and shall pay such moneys monies in accordance with the directions of the holder of the Instrument Holder contained in the relevant redemption noticeRedemption Notice. If, If prior to such due date for its redemption, such Instrument Note becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise surrender payment of such option redemption monies is improperly withheld or refused, the relevant Paying Agent shall mail such Instrument (Note together with any such CouponsCoupons (or, as the case may be, such authority) by uninsured post to, and at the risk of, the holder of the relevant Instrument Holder at such address as may have been given by such holder the Holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option Redemption Notice (or, as the case may be, not later than 7 days after to the latest date address appearing in the Register). At the end of each period for the exercise of such option in relation to a particular dateoption, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent (and, if any such option has been exercised in respect of Registered Notes, the Registrar) of the principal nominal amount of the Instruments Notes in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If 15.1 Subject to clause 15.2, the Issuer shall immediately: 15.1.1 at the Issuer’s election upon a Change of Control; or 15.1.2 promptly following the promulgation of an Issuer intends (other than consequent upon an Event Adverse Tax or Regulatory Requirement; or 15.1.3 immediately following the identification of Default) to any Affected Person, redeem all or any of the Instruments prior to their stated maturity date it shall not less than 15 days prior to the latest date for the publication of the notice of redemption required to be given to the holders of any Instruments, give notice of such intention to the Fiscal Agent Debentures or, in the case of Registered Instrumentsthe Debentures held by an Affected Person, redeem the Registrar (copied Debentures held by such Affected Person, by issue of a notice to the Fiscal Agent) stating , giving not less than 20 Business Days’ notice of its intention to effect such redemption (a Notice of Redemption). Each Notice of Redemption will specify the last Business Day of the Interest Period ending on or following the expiration of the 20 Business Days’ notice period as the date on which such Instruments are to be redeemedredemption will take place (such date being, the Early Redemption Date). 10.2 In 15.2 The Issuer will, once per year, on any Business Day in the calendar month of May (commencing with the first May to arise more than one year following the issuance of the Debentures), make an offer to redeem up to 5 per cent. of the Issue Amount (together with all accrued but unpaid Interest payable in respect of any Instruments such proportion of Principal) by the issue of a notice to which Condition 6.06 applies or which carries any other right of the Agent to effect such redemption at on the option last Business Day of the holders then current Interest Period. The Agent shall promptly relay any such offer to the Holders and shall communicate acceptance by any relevant Holders to the Issuer within 20 Business Days of the Issuer’s notice making such offer. 15.3 On an Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under all of the Debentures in full, together with any and all accrued Interest outstanding and payable under the Debentures to (and including) the Early Redemption Date and, subject to clause 15.4, pay the Early Redemption Fee. 15.4 No Early Redemption Fee shall be payable pursuant to clause 15.3 where an Early Redemption is triggered by clause 15.1.2 or 15.1.3. 15.5 If at any time: 15.5.1 there occurs an NGN Restructuring Event (on which occurrence, the Guarantor shall notify the Issuer as soon as practicable thereafter); 15.5.2 a Negative Certification is made in respect of such InstrumentsNGN Restructuring Event; and 15.5.3 within the NGN Restructuring Period either: (a) a Rating Downgrade in respect of the NGN Restructuring Event occurs; or (b) a Negative Rating Event in respect of the NGN Restructuring Event occurs, a Regulatory Put Event shall be deemed to have occurred. 15.6 Promptly upon either the Guarantor or the Issuer being aware of a Regulatory Put Event having occurred and, in any event, within 14 days thereof, either the Guarantor or the Issuer shall, and at any time upon becoming so aware the Agent may, and if so requested by a Special Resolution of the Holders shall (subject to the Agent being indemnified and/or secured (including by way of prefunding) to its satisfaction), give notice (via the Agent) to the Holders of the occurrence of such Regulatory Put Event (such notice, being a Regulatory Put Event Notice). The Agent shall promptly relay any such notice given by either the Guarantor or the Issuer to the Holders. 15.7 At any time from receipt of a Regulatory Put Event Notice to the date falling 45 days thereafter (such period, the relevant Regulatory Put Exercise Period), upon the Issuer will provide receiving at least five Business Days’ notice from the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) acting on behalf of the depositing holder Holders) (such five Business Day period expiring no sooner than the end of the Regulatory Put Exercise Period) (any such notice, a Put Event Notice), all of the Debentures shall become due and repayable and the Issuer will, upon the expiry of such Instrument Put Event Notice (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions of the relevant Instruments and shall pay such moneys in accordance with the directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refuseddate, the Paying Agent concerned orRegulatory Put Event Date), as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (redeem each and every Debenture at its Principal amount together with any such Couponsand all Interest accrued to (but excluding) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption noticeRegulatory Put Event Date. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If 14.1 Subject to clause 14.3, the Issuer shall: 14.1.1 at its election, promptly following a Change of Control; 14.1.2 immediately following the promulgation of an Issuer intends (other than consequent upon an Event Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of Default) to any Affected Person, redeem all or any of the Instruments prior to their stated maturity date it shall not less than 15 days prior to the latest date for the publication of the notice of redemption required to be given to the holders of any Instruments, give notice of such intention to the Fiscal Agent Debentures or, in the case of Registered Instrumentsthe Debentures held by an Affected Person, redeem the Registrar Debentures held by such Affected Person (copied in each case, an Early Redemption), by issue of a notice to the Fiscal Agent) stating Agent (who shall, in turn, promptly notify the Holders via the Abundance Service), giving not less than 20 Business Days’ notice of its intention to effect such redemption (a Notice of Redemption). Each Notice of Redemption will specify the last Business Day of the Interest Period ending on or following the expiration of the 20 Business Days’ notice period as the date on which such Instruments are to be redeemedredemption will take place (such date being, the Early Redemption Date). 10.2 In respect of any Instruments 14.2 Subject to which Condition 6.06 applies or which carries any other right of redemption at clause 14.3, the option Issuer shall be entitled to redeem all of the holders Debentures in full on any Cash Return Date on or after the Early Redemption Option Date by the issuance of such Instrumentsa Notice of Redemption to the Agent (who shall, in turn, promptly notify the Holders via the Abundance Service) giving not less than 20 Business Days’ prior written notice of its intention to redeem all of the Debentures on the relevant Early Redemption Date. 14.3 On each Early Redemption Date, the relevant Issuer will provide shall redeem and repay all Principal outstanding under all of the Paying Agents Debentures in full (or, in the case of Registered Instrumentsclause 14.1.3, redeem and repay all Principal outstanding under the Registrar Debentures held by such Affected Person), together with copies any and all accrued Interest outstanding and payable under the Debentures to (and including) the Early Redemption Date (as applicable) and, in respect of clauses 14.1.1 or 14.2, pay the Early Redemption Fee. 14.4 The Issuer shall be entitled to redeem the Debentures in part on any Cash Return Date on or after the Early Redemption Option Date, together with any accrued Interest outstanding and payable under the Debentures that are to be redeemed to and (including) the Early Redemption Date and payment of the form Early Redemption Fee, if: 14.4.1 any Financial Indebtedness being used to redeem the Debentures in part meets the criteria of Permitted Indebtedness and is not detrimental to the current redemption notice and Debentures; or 14.4.2 the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for partial redemption of the relevant Instrument consequent upon Debentures is financed from the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions revenue of the relevant Instruments and shall pay such moneys in accordance with Project, the directions amount of surplus free cash remaining after the partial redemption of the holder Debentures must be sufficient to meet the forecast net operating cashflow deficit of the Instrument contained in Project up to but not including the relevant redemption noticenext expected timber sales, together with a 30 per cent. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice buffer added to the exercise forecast net operating cashflow deficit, by the issuance of such option mail such Instrument a Notice of Redemption to the Agent (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular datewho shall, in relation to Bearer Instruments each Paying Agent shall turn, promptly notify the Fiscal Agent Holders via the Abundance Service) giving not less than 20 Business Days’ prior written notice of its intention to redeem the principal amount of the Instruments Debentures in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to part on the relevant IssuerEarly Redemption Date. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an There shall be no early redemption regarding the series A Bonds. The Issuer intends (other than consequent upon an Event of Default) to may redeem all or part of the series B Bonds early as of September 1, 2009 on any of the Instruments prior interest payment dates or principal amortization and interest payment dates. The Bonds shall be redeemed at the value equal to their stated maturity the amount of unpaid principal plus the interest accrued through the day when early payment is made. If only part of the series B Bonds are redeemed in advance, the Issuer shall conduct a drawing of lots before a Notary to determine which will be redeemed. For these purposes, the Issuer shall publish a notice in the newspaper El ▇▇▇▇▇▇▇▇ of Santiago and notify the Bondholders Representative through a minister of faith at least 15 days in advance of the date when the drawing of lots shall be held before a Notary. Such notice shall indicate the amount to be redeemed early in Unidades de Fomento. The Notary before whom the drawing will be made shall be indicated as well as the day, time and place where it will be conducted. The Issuer, the Representative and the Bondholders who wish may attend the drawing of lots. The early redemption procedure shall not less than 15 be invalidated if none of such persons attends the drawing of lots. Minutes of the proceedings shall be prepared by the respective notary on the day of the drawing of lots that shall record the number and series of Bonds awarded. The minutes will be filed in the public deed registries of the Notary before whom the drawing of lots is conducted. The drawing of lots should take place at least 30 days prior in advance of the interest payment date or principal amortization and interest payment date when the early redemption is to be made. The list of the Bonds that will be redeemed in advance according to the latest date for the publication drawing of the notice of redemption required to lots will be given to the holders of any Instruments, give notice of such intention to the Fiscal Agent or, published one-time only in the case newspaper El ▇▇▇▇▇▇▇▇ of Registered Instruments, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies or which carries any other right of redemption at the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions of the relevant Instruments and shall pay such moneys in accordance with the directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 Santiago within 5 days after the latest date for drawing of lots and should state the exercise number and series of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify thereof. If the Fiscal Agent early redemption contemplates all of the principal amount Bonds of any of the Instruments series in respect circulation, a notice will be published one-time only in the aforesaid newspaper indicating such fact. This notice should be published at least 30 days in advance of which such option has been exercised with it together with their serial numbers the early payment date. If the interest or principal amortization and interest payment date when the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to early redemption will be made is a particular date, in relation to Registered Instrumentsnon-Business Day, the Registrar early redemption shall promptly notify be made on the relevant Issuer next succeeding Business Day. The interest on the Bonds awarded will accrue only through the day of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbersprepayment.

Early Redemption. 10.1 12.1 If an the Issuer intends (other than consequent upon an Event of Default) decides to redeem all or any of the Instruments prior to their stated maturity date it shall not less than 15 days prior to the latest date Notes for the publication of time being outstanding before their Maturity Date in accordance with the notice of redemption required to be given to Conditions, the holders of any Instruments, Issuer shall give notice of such intention the decision to the Fiscal Agent orand, in the case of redemption of Registered InstrumentsNotes, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments the Notes are to be redeemed and the nominal amount of Notes to be redeemed not less than 7 days before the date on which the Issuer will give notice to the Noteholders in accordance with the Conditions of the redemption in order to enable the Fiscal Agent and, if applicable, the Registrar to carry out its duties in this Agreement and in the Conditions. 12.2 If some only of the Notes are to be redeemed, the Fiscal Agent shall, in the case of Definitive Notes, make the required drawing in accordance with the Conditions but shall give the Issuer reasonable notice of the time and place proposed for the drawing and the Issuer shall be entitled to send representatives to attend the drawing and shall, in the case of Notes in global form, co-ordinate the selection of Notes to be redeemed with Euroclear, Clearstream, Luxembourg and/or DTC, all in accordance with the Conditions. 10.2 In respect 12.3 The Fiscal Agent shall publish the notice required in connection with any redemption and shall, if applicable, at the same time also publish a separate list of the serial numbers of any Instruments Notes in definitive form previously drawn and not presented for redemption. The redemption notice shall specify the date fixed for redemption, the redemption amount, the manner in which redemption will be effected and, in the case of a partial redemption of Definit ive Notes, the serial numbers of the Notes to be redeemed. The notice will be published in accordance with the Conditions. The Fiscal Agent will also notify the other Agents of any date fixed for redemption of any Notes. 12.4 The Registrar and each Paying Agent will keep a stock of Put Notices and Change of Control Put Exercise Notices and will make them available on demand to holders of Definitive Notes, the Conditions of which Condition 6.06 applies or which carries any other right of provide for redemption at the option of Noteholders. Upon receipt of any Note deposited in the holders exercise of such Instruments, the relevant Issuer will provide the Paying Agents an Investor Put or, in as the case may be, a Change of Registered InstrumentsControl Put Right, in accordance with the Conditions, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument the Note is deposited shall hold such Instrument the Note (together with, in the case of a Definitive Instrument, with any Coupons and Talons relating to it deposited with it) on behalf of the depositing holder of such Instrument Noteholder (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument Note consequent upon the exercise of such optionthe Investor Put or, as the case may be, Change of Control Put Right, when, subject as provided below, it shall present such Instrument the Note (and any such Couponsunmatured Coupons and Talons) to itself for payment of the amount due together with any interest due on the date of redemption in accordance with the terms and conditions of the relevant Instruments Conditions and shall pay such those moneys in accordance with the directions of the holder of the Instrument Noteholder contained in the relevant redemption noticePut Notice or, as the case may be, Change of Control Put Exercise Notice. If, prior to such the due date for its redemption, such Instrument an Event of Default has occurred and is continuing or the Note becomes immediately due and payable by reason of an Event of Default repayable or if upon due presentation payment of such the redemption moneys is improperly withheld or refused, the Paying Agent concerned Registrar or, as the case may be, the Registrar Paying Agent concerned shall without prejudice to post the exercise of such option mail such Instrument Note (together with any such CouponsCoupons and Talons) by uninsured post to, and at the risk of, the holder relevant Noteholder (unless the Noteholder has otherwise requested and paid the costs of insurance to the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option Registrar or, as the case may be, the relevant Paying Agent at the time of depositing the Notes) at the address given by the Noteholder in the relevant Put Notice or, as the case may be, Change of Control Put Exercise Notice. In the case of a partial redemption of Registered Notes, the Registrar shall, in accordance with the Conditions, post a new Registered Note in respect of the balance of the Registered Notes not later than 7 days after redeemed to the latest date registered holder. At the end of each period for the exercise of such option in relation to a particular dateany Investor Put option, in relation to Bearer Instruments or, as the case may be, Change of Control Put Right, the Registrar and each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments Notes in respect of which such the option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such those details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an Issuer intends (other than consequent upon an Event of Default) Early redemption initiated by the Stock Exchange - In the event that the Stock Exchange decides to redeem all or delist from trade therein the Debentures in any of the Instruments prior to their stated maturity date it shall not less than 15 days prior Series E through I in circulation by reason of the value of the Series falling below the minimum amount stipulated in the Code and guidelines of the Stock Exchange with respect to the latest delisting from trade therein and/or in the event that the Stock Exchange decides to delist from trade therein the Convertible Debentures in any of the Series 1 through 2 in circulation by reason of the public’s holdings therein falling below the minimum amount stipulated in the Code and guidelines of the Stock Exchange with respect to the delisting from trade therein, the Company will not allow such early redemption of the Series due to the delisting from trade as aforesaid, unless otherwise notified by the Company in the Shelf Offer Report under which the Series of Debentures is initially issued. Should the Company choose to allow early redemption of the Debentures as aforesaid, the Company will take the following actions: 10.1.1 Within forty five (45) days of the decision of the Stock Exchange on the delisting from trade therein, the Company will announce a date for the early redemption, on which the Debenture Holder would be allowed to redeem the Debentures. The announcement of the date of early redemption will be published in two (2) widely distributed daily newspapers that are published in Israel in Hebrew. 10.1.2 The date of early redemption of the Debentures in Series E through I with respect to which a delisting decision has been made as aforesaid, shall not be earlier than seventeen (17) days from the date of publication of the notice announcement or later than forty five (45) days of the said date, but shall not fall in the period between the determinant date for the payment of interest and the date of its actual payment. 10.1.3 The date of early redemption required of the Convertible Debentures in Series 1 through 2 with respect to which a delisting decision has been made as aforesaid, shall not be given earlier than thirty (30) days from the date of publication of the announcement or later than forty five (45) days of the said date, but shall not fall in the period between the determinant date for the payment of interest and the date of its actual payment. 10.1.4 On the date of early redemption, the Company will redeem the Debentures from the Series in which the Holders have requested the redemption of the Debentures, at their par value, with the addition of linkage differences, if any, and the interest accrued on the principal, with the interest being calculated in proportion to the holders period from the last date for which interest has been paid to the aforesaid actual date of early redemption (the calculation of interest for a part of a year will be based on a 365-day year). 10.1.5 The scheduling of a date of early redemption, as above, does note derogate from the redemption rights provided for in the Debentures of the same Series, of any Instrumentsof the Debenture Holders that do not redeem them on the date of early redemption as above, give notice of such intention to the Fiscal Agent or, and in the case of Registered InstrumentsConvertible Debentures, does not derogate from the Registrar (copied conversion rights provided for therein, but the Debentures will be delisted from trade on the Stock Exchange and shall be, inter alia, subject to the Fiscal Agent) stating consequent tax implications. 10.1.6 The early redemption of the Debentures as aforesaid will not confer upon the Holder of Debentures of the same Series redeemed as above the right to receive interest in respect of the period subsequent to the date on which such Instruments are to be redeemedof redemption. 10.2 In respect of any Instruments Early redemption initiated by the Company - The Company will be allowed to which Condition 6.06 applies or which carries any other right of redemption at call for the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for early redemption of the relevant Instrument consequent upon Debentures in Series E through I and 1 through to 2 offered under the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment Offer Report in accordance with the Shelf Prospectus, under the terms and conditions according to the price, mechanism, schedules and the other terms stipulated by the Code and guidelines of the relevant Instruments and Stock Exchange prevailing at such time, as shall pay such moneys be determined in accordance with the directions Initial Offer Report of the holder of the Instrument contained Debentures in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption noticeSeries. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If (a) The Outstanding Senior Notes shall be redeemed at any time in whole or in part to the extent of funds available therefor, in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof (an Issuer intends "Early Redemption"), upon receipt of an Early Distribution to the extent of such distribution so long as no Trigger Event has occurred. Any Early Redemption will be made on the Business Day specified in the applicable Notice of Early Redemption (other than consequent upon any such date, an Event "Early Redemption Date") at the Early Redemption Price, notwithstanding the subsequent occurrence of Default) to redeem all or any of the Instruments prior to their stated maturity date it shall not less than 15 days a Trigger Event; provided, that an Early Redemption prior to the latest date for occurrence of a Trigger Event but on or after the publication Interest Rate Reset Date shall occur on the 120th day prior to the Maturity Date, subject to satisfaction of the notice conditions set forth in Section 14.01(c). (b) The "Early Redemption Price" for each Senior Note redeemed on an Early Redemption Date shall be calculated as follows: (i) any Early Redemption prior to the occurrence of redemption required a Trigger Event or the Interest Rate Reset Date shall be at a price equal to the accrued and unpaid interest thereon to the Early Redemption Date plus the greater of: (x) 100% of the Outstanding aggregate principal amount of such Senior Note and (y) the sum of the present values of the remaining scheduled payments of principal thereof and interest (without duplication) which is scheduled to be given payable thereon to the holders Maturity Date discounted to the Early Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis points; and (ii) any Instruments, give notice Early Redemption prior to the occurrence of a Trigger Event but on or after the Interest Rate Reset Date shall be at a price equal to accrued and unpaid interest thereon to the Early Redemption Date plus 100.50% of the Outstanding aggregate principal amount of such intention Senior Note. (c) Any Early Redemption pursuant to Section 14.01(a) shall occur at such time as (i) the Fiscal Agent or, in Indenture Trustee shall have received (x) written notice from WCG specifying that the case of Registered Instruments, amounts deposited into the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments Indenture Redemption Account are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies fund an Early Redemption or which carries any other right of redemption at the option (y) proceeds from a Reset Sale or a sale of the holders WCG Note pursuant to Sections 9.04(i)(i), (ii) or (iii), (ii) the aggregate amount of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it funds irrevocably deposited with itthe Indenture Trustee is sufficient to effect such redemption, (iii) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment appropriate notice is given in accordance with Section 14.02 and (iv) the terms and conditions Indenture Trustee shall have received (x) an Officer's Certificate of WCG or Williams certifying that the relevant Instruments and shall pay such moneys in accordance with the directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments amounts deposited in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to Earl▇ ▇▇▇▇▇▇tion Price represent cash from Permitted Redemption Sources or (y) a certificate from the relevant Issuer. 10.4 At WCG Note Remarketing Agents (as defined in the end of any applicable period for WCG Note Reset Remarketing Agreement) certifying that the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments amounts deposited in respect of which such option has been exercised together the Early Redemption Price represent proceeds from a Reset Sale. (d) Upon the redemption of all of the Senior Notes pursuant to the terms of this Section 14.01, the obligations and responsibilities of the Issuers and the Indenture Trustee solely with their serial numbersrespect to the Senior Notes shall terminate (subject to Section 5.07).

Early Redemption. 10.1 If an Issuer intends The Debenture may be prepaid in whole (other than consequent upon an Event of Defaultbut not in part) to redeem all or any of the Instruments prior to their stated maturity date it shall the Maturity Date at the Corporation’s option on not more than sixty (60) and not less than thirty (30) days’ prior written notice, for an amount equal to the sum of the following: (i) the Principal Sum, and (ii) accrued and unpaid interest to the date fixed for early redemption (the "Redemption Date") (the sum of (i) and (ii) being the "Redemption Amount")), provided that the volume-weighted average trading price of the Corporation’s Common Shares on the OTCBB, or, if such security is not listed or admitted to trading on the OTCBB, as reported on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading (“VWAP”), for the 15 day period ending the date that is five days prior to the latest date such written notice is given is greater than US$1.50 per Common Share. Notice of redemption shall be sent to the Holder not less than thirty (30) days prior to the Redemption Date and shall state: (a) the Redemption Date; and (b) the place where this Debenture is to be surrendered for the publication payment of the notice Redemption Amount thereof. Notice of redemption required to be having been given to as aforesaid, the holders Debentures (including this Debenture) shall, on the Redemption Date, become due and payable at the principal amount thereof and on and after such date such Debentures shall only bear interest if the Corporation shall default in the payment of the Redemption Amount on the Redemption Date. Upon surrender of any Instruments, give notice of such intention to the Fiscal Agent or, in the case of Registered Instruments, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies or which carries any other right of redemption at the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date Debentures for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with such notice, such Debentures shall be paid by the terms and conditions Corporation in either cash or shares at the Conversion Price, at the sole discretion of the relevant Instruments Company. In addition, and shall pay such moneys for greater certainty, until this Debenture has been redeemed in accordance with the directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refusedthis Section 2.2, the Paying Agent concerned or, as Holder retains the case may be, right to convert the Registrar shall without prejudice Principal Sum to the exercise of such option mail such Instrument (together Debenture Shares in accordance with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption noticeArticle V hereof. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent of the principal amount of the Instruments in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent shall promptly notify such details to the relevant Issuer. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an Issuer intends (other In the event that the Bonds are listed for trading on the Stock Exchange - and should it be decided by the Stock Exchange to delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than consequent upon an Event the amount set forth in the directives of Default) the Stock Exchange regarding the delisting of bonds, the Company shall determine the redemption date on which the Bondholder shall be entitled to redeem all or any the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of the Instruments decision of the Board of Directors of the Stock Exchange regarding said delisting, the Company shall provide notice of an early redemption date on which the Bondholder shall be entitled to redeem the Bonds. The Company shall pay to the Bondholder the principal, together with linkage differentials and interest pursuant to the terms of the Bond, which had accrued by the date of the actual redemption. The notice of the early redemption date shall be published in two daily newspapers which are widely circulated in Israel in Hebrew and shall be sent in writing, by registered mail, to all of the Bondholders at that time. 17.2 The early redemption date shall fall due not prior to their stated maturity 17 days from the date it shall not less than 15 days prior to the latest date for of the publication of the notice of redemption required to be given to the holders of any Instruments, give notice of such intention to the Fiscal Agent or, in the case of Registered Instruments, the Registrar (copied to the Fiscal Agent) stating the date on which such Instruments are to be redeemed. 10.2 In respect of any Instruments to which Condition 6.06 applies or which carries any other right of redemption at the option of the holders of such Instruments, the relevant Issuer will provide the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents or, as the case may be, the Registrar will make available forms of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited in the exercise of such option, the Paying Agent or, in the case of Registered Instruments, the Registrar with which such Instrument is deposited shall hold such Instrument (together with, in the case of a Definitive Instrument, any Coupons relating to it deposited with it) on behalf of the depositing holder of such Instrument (but shall not, save as provided below, release it) until the due date for redemption of the relevant Instrument consequent upon the exercise of such option, when, subject as provided below, it shall present such Instrument (and any such Coupons) to itself for payment in accordance with the terms and conditions of the relevant Instruments and shall pay such moneys in accordance with the directions of the holder of the Instrument contained in the relevant redemption notice. If, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld or refused, the Paying Agent concerned or, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument (together with any such Coupons) by uninsured post to, and at the risk of, the holder of the relevant Instrument at such address as may have been given by such holder in the relevant redemption notice. 10.3 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 45 days after the latest date for the exercise of such option in relation to a particular from said date, however, not in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent period between the date determined for payment of interest and the date of the actual payment thereof. 17.3 On the early redemption date, the Company shall redeem the Bonds whose holders had requested redemption thereof, according to the par value thereof together with the linkage differentials and interest accrued on the principal amount up to the actual redemption date (the calculation of the Instruments interest for part of a year shall be made on the basis of 365 days per year). 17.4 The determination of the early redemption date as stated above shall not have an adverse effect on the redemption rights set forth in respect the Bonds for any of which such option has been exercised with it together with their serial numbers the Bondholders who shall not redeem them on the early redemption date as stated above, however, the Bonds shall be delisted from trading, and the Fiscal Agent they shall promptly notify such details be subject, inter alia, to the relevant Issuertax implications arising therefrom. 10.4 At the end of any applicable period for the exercise of such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments in respect of which such option has been exercised together with their serial numbers.

Early Redemption. 10.1 If an Issuer intends (other In the event that the Bonds are listed for trading on the Stock Exchange - and should it be decided by the Stock Exchange to delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than consequent upon an Event the amount set forth in the directives of Default) the Stock Exchange regarding the delisting of bonds, the Company shall determine the redemption date on which the Bondholder shall be entitled to redeem all or any the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of the Instruments decision of the Board of Directors of the Stock Exchange regarding said delisting, the Company shall provide notice of an early redemption date on which the Bondholder shall be entitled to redeem the Bonds. The Company shall pay to the Bondholder the principal, together with linkage differentials and interest pursuant to the terms of the Bond, which had accrued by the date of the actual redemption. The notice of the early redemption date shall be published in two daily newspapers which are widely circulated in Israel in Hebrew and shall be sent in writing, by registered mail, to all of the Bondholders at that time. 17.2 The early redemption date shall fall due not prior to their stated maturity 21 days from the date it shall not less than 15 days prior to the latest date for of the publication of the notice and not later than 45 days from said date, however, not in the period between the date determined for payment of interest and the date of the actual payment thereof. 17.3 On the early redemption date, the Company shall redeem the Bonds whose holders had requested redemption thereof, according to the par value thereof together with the linkage differentials and interest accrued on the principal up to the actual redemption date (the calculation of the interest for part of a year shall be made on the basis of 365 days per year). 17.4 The determination of the early redemption date as stated above shall not have an adverse effect on the redemption rights set forth in the Bonds for any of the Bondholders who shall not redeem them on the early redemption date as stated above, however, the Bonds shall be delisted from trading, and they shall be subject, inter alia, to the tax implications arising therefrom. 17.5 Early redemption of the Bonds as stated above shall not confer on any of the Bondholders who shall redeem the Bonds as stated the right to payment of interest in respect of the period after the actual redemption date. APPENDIX B ELBIT MEDICAL IMAGING LTD. GENERAL MEETINGS OF THE BONDHOLDERS 1. The Trustee or the Company may invite the Bondholders to a Bondholders' meeting. If the Company convenes such a meeting, it is required to be given immediately send notice, in writing, to the holders Trustee of any Instruments, give notice of such intention to the Fiscal Agent or, in the case of Registered Instrumentsplace, the Registrar (copied to date and the Fiscal Agent) stating time at which the date on which such Instruments are meeting will be held and of the matters to be redeemed. 10.2 In respect raised for discussion thereat. The Company shall be required to convene such a meeting, upon the written requisition of any Instruments to which Condition 6.06 applies the Trustee or which carries any other right of redemption at the option of the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed. The Trustee shall be required to convene such Instrumentsa meeting upon the written requisition of the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed. In the event that the requisitioners of the meeting are the Bondholders, the relevant Issuer will provide Company and/or the Paying Agents or, in the case of Registered Instruments, the Registrar with copies of the form of the current redemption notice and the Paying Agents orTrustee, as the case may be, shall be entitled to demand from the Registrar will make available forms requisitioners indemnification for the reasonable expenses entailed therein. 2. In respect of each Bondholders' meeting, advance notice of at least 14 days shall be given to the Bondholders and to the Trustee, which shall specify the place, the date and the time of the current redemption notice to holders of Instruments upon request during usual business hours at their respective specified offices. Upon receipt of any Instrument deposited meeting, and which shall also specify, in the exercise of such optiona general manner, the Paying Agent orissues to be discussed at the meeting. Should the meeting be convened for the purpose of passing a special resolution, advance notice of at least 21 days shall be given, and the notice shall specify, in the case of Registered Instrumentsaddition to that stated above, the Registrar with which proposed text of the special resolution. In the event of the convening of the meeting by the Trustee, such Instrument is deposited notice shall hold such Instrument (together withalso be given to the Company. The Trustee may shorten the period of time for the provision of advance notices, in should the case Trustee believe that the deferment of a Definitive Instrument, any Coupons relating to it deposited with it) the convening of the meeting could have an adverse effect on the Bondholders' rights. 3. Any notice on behalf of the depositing Company and/or the Trustee to the Bondholders shall be given in a notice that shall be published in two daily newspapers which are widely circulated in Israel in Hebrew or by the sending of a notice by registered mail according to the last address of the Bondholders registered in the Register (and in the event of joint holders - to the holder whose name appears first in the Register) and any notice which shall be published or sent as stated shall be deemed to have been delivered to the Bondholder on the date of publication thereof as stated, or at the expiration of three days from the date of dispatch thereof by mail, all as the case may be. Should the Bonds be listed for trading on the Stock Exchange or on the TACT - Institutional, notice as stated above shall be given in a notice to be published in two daily newspapers which are widely circulated in Israel in Hebrew, and, in the Company's discretion, also by sending the notice by registered mail to the last address of the Bondholders registered in the Register. Should the Bonds be listed for trading on the Stock Exchange, in addition, an immediate report shall be published, and a report so published shall be deemed to have been delivered to the Bondholders on the date of publication thereof. 4. No resolution shall be disqualified which was duly passed at a meeting convened as stated above, if, in error, notice thereof was not given to the holders of at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed or if such notice was not received by said holders. 5. The chairman of the meeting shall be the person appointed by the Trustee. Should the Trustee not appoint a chairman as stated, or should the person appointed by the Trustee as stated be absent from the meeting, the Bondholders who are present (or their proxies) shall elect a chairman from among their number. The Bondholders' meeting shall commence after it shall be proven that a quorum exists as required for the commencement of the discussion. (a) Subject to the quorum required for the dismissal of the Trustee pursuant to law, at the Bondholders' meetings, with the exception of that stated in section 6(e) below, a quorum shall be constituted by the presence of at least two Bondholders who are present, either in person or in proxy, and who hold or represent jointly at least ten percent (10%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed at that time. (b) If, within half an hour from the time designated for the commencement of such Instrument (but a meeting, there shall notbe no quorum as stated, save as provided below, release it) until the due date for redemption meeting shall be adjourned to the same day of the relevant Instrument consequent upon following week, in the exercise same place and at the same time (without any additional notice being necessary) and should this day not be a Business Day - to the next subsequent Business Day (without any additional notice being necessary), or to such other date, place and time as the entity convening the meeting shall determine, provided that the convening entity shall provide notice of seven (7) days in advance, at least, of the holding of said adjourned meeting, in the same manner in which it gave the notice of the holding of the original meeting, and it shall note that should there be no quorum at the adjourned meeting, as stated above, the quorum shall be two Bondholders who are present, either in person or in proxy, without taking into consideration the par value of the Bonds which they hold. Such notice may also be given in the notice pursuant to which the adjourned meeting was called. (c) Should there be no quorum at the meeting adjourned as stated above, two Bondholders who are present, either in person or in proxy, and who hold any amount whatsoever of Bonds, shall constitute the quorum. (d) With the consent of the holders of the majority of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed, who are present at a meeting, either in person or in proxy, at which a quorum exists, the Chairman may, and at the request of the meeting, is obligated to, defer the continuation of the meeting from time to time and from place to place, as the meeting shall decide. Should the continuation of the meeting be deferred by ten days or more, notice shall be given of the continued meeting in the same manner that notice was given of the first meeting. With the exception of the foregoing, the Bondholders shall not be entitled to receive any notice of a continued meeting and/or of the matters to be discussed by the continued meeting. No matters shall be discussed at the continued meeting other than those matters which could have been discussed at the meeting at which the deferment was decided upon. (e) At a meeting convened in order to pass any of the resolutions set forth below and also resolutions defined in the Trust Deed, in the Bond, in the Terms Listed Overleaf and in this Appendix, as special resolutions (hereinafter: "Special Resolution"), a quorum shall be constituted by the presence at the meeting of the holders of at least fifty percent (50%) of the par value of the unpaid balance of the principal of all the Bonds that shall be issued pursuant to the Trust Deed or at an adjourned meeting, at which the holders shall be present, either in person or in proxy, of at least ten percent (10%) of said balance: (1) Any material amendment, modification or arrangement of the Bondholders' rights, whether these rights derive from the Bonds, from the Trust Deed or otherwise, or any material compromise or waiver in connection with these rights; (2) Any amendment to the provisions of the Trust Deed which shall be published by the Company, and the authorization of the Trustee to sign any additional or new trust deed for the purpose of making said amendment; (3) The declaration of the Bonds to be immediately due and payable. The provisions of this section 6(e) shall apply subject to the provisions of section 2 of the Trust Deed. It is hereby clarified that for the purpose of the presence of a quorum, the votes shall not be taken into account of Bondholders which are subsidiaries of the Company, related companies of the Company and/or controlling shareholders of the Company, and Bondholders which are subsidiaries of the Company, related companies of the Company and/or controlling shareholders of the Company shall not be entitled to vote at any General Meeting. (a) Bondholders are entitled to participate in and vote at any General Meeting by proxy. In any vote of Bondholders, the vote shall be held on a poll, so that each Bondholder or his proxy shall be entitled to one vote in respect of each NIS 1.00 par value of the unpaid principal balance of the Bonds by virtue of which he is entitled to vote. In the event of joint holders, the only vote that shall be accepted is that of the holder who wishes to vote, either in person or by proxy, whose name appears first, out of the joint holders, in the Register. (b) The Bondholder or his proxy may vote in respect of part of his votes for a particular proposed resolution; and in respect of another part of his votes, he may vote against it; and in respect of another part of his votes, he may abstain; all as he shall deem fit. (c) The Trustee who shall take part in a meeting at the Company's invitation shall participate without a voting right. (a) The majority required to pass an ordinary resolution of the General Meeting is a simple majority of the number of votes represented in the vote, voting for or against. The majority required to pass a Special Resolution at a meeting as stated in section 6(e) above is a majority of not less than 75% of the number of votes represented in said vote, voting for or against. (b) A resolution to amend the Trust Deed shall be passed by Special Resolution, subject to the provisions of the Law. (c) A declaration by the Chairman of the passing of a resolution or the rejection thereof, and entry to this effect in the minutes of the meeting, shall serve as conclusive evidence of this fact. (a) The instrument appointing a proxy shall be in writing and shall be signed by the appointor or by his proxy, who has due authorization, in writing. Should the appointor be a corporation, the appointment shall be made by authorization in writing, duly signed by the corporation together with the approval by an attorney of the validity of the signature. A proxy need not be a Bondholder himself. (b) The instrument of appointment and the power of attorney or any other certificate pursuant to which the instrument of appointment was signed, or an authenticated copy of such optiona power of attorney, whenshall be deposited at the Company's offices not less than 48 hours prior to the time of the meeting in respect of which the power of attorney was given, subject as provided below, it shall present such Instrument unless determined otherwise in the notice convening the meeting. (and any such Couponsc) to itself for payment A vote conducted in accordance with the terms and conditions set forth in the instrument appointing a proxy shall be valid even if prior to the meeting, the appointor passed away or was declared to be incapacitated or the instrument of appointment was cancelled or the Bond in respect of which the vote was given was transferred, unless notice, in writing, was received at the Company's registered offices prior to the time of the relevant Instruments and shall pay such moneys in accordance meeting, with the directions regard to said death, declaration of the holder of the Instrument contained in the relevant redemption notice. Ifincapacity, prior to such due date for its redemption, such Instrument becomes immediately due and payable by reason of an Event of Default or if upon due presentation payment of such redemption moneys is improperly withheld cancellation or refused, the Paying Agent concerned ortransfer, as the case may be, the Registrar shall without prejudice to the exercise of such option mail such Instrument . (together with any such Couponsd) by uninsured post to, and at the risk of, Any corporation which is the holder of a Bond may, pursuant to duly signed authorization in writing, empower a person as it shall deem fit to act as its representative at any meeting of the relevant Instrument Bondholders, and the person so empowered may act on behalf of the corporation which he represents. 10. The Chairman of the meeting shall attend to the drawing up of minutes of all the discussions and resolutions at any General Meeting of the Bondholders, and to the keeping thereof in the Book of Minutes of the Bondholders' Meetings. All minutes signed by the Chairman of the meeting at which the resolutions were passed and the discussions were conducted, or by a chairman of the meeting held subsequent thereto, shall serve as proof of the matters entered therein, and until such time as the contrary is proven, any resolution passed at such address as may a meeting shall be deemed to have been given by such holder in the relevant redemption noticeduly passed. 10.3 At 11. Any person or persons who shall be appointed by the end of any applicable period for the exercise of such option or, Trustee as the case may be, not later than 7 days after the latest date for the exercise of such option in relation to a particular date, in relation to Bearer Instruments each Paying Agent shall promptly notify the Fiscal Agent Secretary of the principal amount Company and any other person or persons who shall be so authorized by the Company, shall be entitled to be present at the Bondholders' meetings. No such persons shall have a voting right at the General Meeting. 12. Any meeting of the Instruments Bondholders shall be held at the Company's registered offices or at any other venue in respect of which such option has been exercised with it together with their serial numbers and the Fiscal Agent entity convening the meeting provided notice. * * * APPENDIX C ELBIT MEDICAL IMAGING LTD. TRUSTEE'S FEES 1. In respect of the first trust year, the Trustee's fees shall promptly notify such details to be in the relevant Issueramount of NIS 45,000, which shall be paid on the date of the implementation of the issue. 10.4 At 2. The annual fees, commencing from the end second trust year, shall be in the amount of any applicable period for NIS 23,000, which shall be paid at the exercise beginning of each trust year. 3. In respect of participation at general meetings of shareholders and/or Bondholders, the fee shall be in the amount of NIS 150 per hour. 4. Should the Trustee be required to perform special work (such option or, as the case may be, not later than 7 days after the latest date for the exercise of such option in relation work required due to a particular date, change in relation to Registered Instruments, the Registrar shall promptly notify the relevant Issuer of the principal amount of the Instruments Company's structure or in respect of the need to perform acts due to the Company's failure to comply with its undertakings to the Bondholders or in respect of the need to perform additional acts for the purpose of the performance of its duties as a reasonable trustee, due to a future change in the laws and/or regulations and/or other binding provisions which such option has been exercised together with their serial numbersshall apply to the Trustee's activities), the fee shall be in the amount of USD 150 per hour. 5