Common use of Early Redemption Clause in Contracts

Early Redemption. The Company shall, subject to the prior consent of the Applicable Regulator, redeem this Surplus Note, in full or in part, prior to the Maturity Date, in accordance with the provisions below. If the Reference Notes are to be repurchased, in whole or in part, due to an Optional Call or a Fundamental Change, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Repurchase Redemption Portion of this Surplus Note prior to the applicable Repurchase Date, or as soon as reasonably practicable thereafter, in an amount not to exceed the applicable Repurchase Redemption Price. Following receipt of consent of the Applicable Regulator, on the Business Day prior to the applicable Repurchase Date (the “Repurchase Redemption Date”), the Company shall redeem the Repurchase Redemption Portion of this Surplus Note for an amount (the “Repurchase Redemption Price”) equal to the applicable Repurchase Amount, or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and including) the immediately preceding Interest Payment Date through, but excluding, such Repurchase Redemption Date. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay to the Holder the amount so approved and the Repurchase Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Repurchase Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Repurchase Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions herein. Following the occurrence of a Material Conversion, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Conversion Redemption Portion of this Surplus Note in an amount not to exceed the Conversion Redemption Price. Following receipt of consent of the Applicable Regulator, on the Conversion Redemption Date, the Company shall redeem the Conversion Redemption Portion of this Surplus Note for an amount (the “Conversion Redemption Price”) equal to the applicable Material Conversion Amount or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and including) the immediately preceding Interest Payment Date through, but excluding, such redemption date, if and to the extent that holders of the Reference Notes converted in connection with the Material Conversion are entitled to accrued and unpaid interest with respect to such Reference Notes. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay to the Holder the amount so approved and the Conversion Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Conversion Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Conversion Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions herein.

Early Redemption. The Company shallat its option and in its sole discretion shall have the right, subject but not the obligation, at any time or times commencing six (6) months after the Issuance Date to redeem (“Optional Redemption”) early a portion or all amounts outstanding under this Note in cash at the Redemption Amount as described in this Section; provided that the Company provides the Holder with at least 10 Scheduled Trading Days’ prior consent written notice (each, a “Redemption Notice”) of the Applicable Regulator, redeem this Surplus Note, in full or in part, prior its desire to the Maturity Date, in accordance with the provisions below. If the Reference Notes are to be repurchased, in whole or in part, due to exercise an Optional Call or a Fundamental Change, Redemption. Each Redemption Notice shall be irrevocable and shall specify the Company shall use its reasonable best efforts to obtain date for the consent of the Applicable Regulator to redeem the Repurchase Optional Redemption Portion of this Surplus Note prior to the applicable Repurchase Date, or as soon as reasonably practicable thereafter, in an amount not to exceed the applicable Repurchase Redemption Price. Following receipt of consent of the Applicable Regulator, on the Business Day prior to the applicable Repurchase Date (the “Repurchase Redemption Date”), the Company outstanding Principal of the Notes to be redeemed and the Redemption Amount applicable to such Principal. The “Redemption Amount” shall redeem the Repurchase Redemption Portion of this Surplus Note for be an amount (the “Repurchase Redemption Price”) equal to the applicable Repurchase Amount, or such lesser amount approved outstanding Principal actually being redeemed by the Applicable Regulator, and shall in addition pay Company (after giving effect to any conversions with a Conversion Date prior to the Holder Redemption Date) on the Redemption Date, plus all accrued and unpaid interest in respect of such on the Principal amount being redeemed amount accruing from (and including) by the immediately preceding Interest Payment Date throughCompany to, but excluding, such Repurchase Redemption Date. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay to the Holder the amount so approved and the Repurchase Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Repurchase Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Repurchase relevant Redemption Date. The Holder may elect to convert all or any portion of this Surplus the outstanding Principal of the Note not so redeemed shall remain outstanding plus all accrued and continue unpaid Interest to, but excluding, the relevant Conversion Date by delivering to accrue interest the Company a Conversion Notice in accordance with Section 4(b) hereof prior to the terms and conditions hereinRedemption Date. Following On the occurrence of a Material Conversion, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Conversion Redemption Portion of this Surplus Note in an amount not to exceed the Conversion Redemption Price. Following receipt of consent of the Applicable Regulator, on the Conversion Redemption Date, the Company shall redeem the Conversion Redemption Portion of this Surplus Note for an amount (the “Conversion Redemption Price”) equal to the applicable Material Conversion Amount or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and including) the immediately preceding Interest Payment Date through, but excluding, such redemption date, if and to the extent that holders of the Reference Notes converted in connection with the Material Conversion are entitled to accrued and unpaid interest with respect to such Reference Notes. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay deliver to the Holder the amount so approved and the Conversion Redemption Portion of this Surplus Note shall remain outstanding and unredeemed Amount by wire transfer in immediately available funds to the extent of Holder’s account specified for such unapproved amount and interest shall continue purpose by the Holder to accrue and be due and payable thereon on each Interest Payment Date following the Conversion Redemption Date, and Company. Upon request from the Company by notice to the Holder, the Holder shall use promptly surrender this Note to a nationally recognized overnight delivery service for delivery to the Company, or in the case of its reasonable best efforts loss, theft or destruction, shall provide an indemnification undertaking reasonably satisfactory to obtain the consent of the Applicable Regulator Company with respect to redeem the unapproved amount as soon as reasonably practicable following the Conversion Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions hereinNote.

Early Redemption. The Company shallOn or after January 1, subject to the prior consent of the Applicable Regulator2014, redeem this Surplus Note, Debenture may be prepaid in full or in part, whole prior to the Maturity DateDate at the Corporation’s option, in accordance its sole discretion, by providing the Holder with the provisions below. If the Reference Notes are to be repurchasedat least thirty (30) days prior written notice, in whole or in part, due to an Optional Call or a Fundamental Change, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Repurchase Redemption Portion of this Surplus Note prior to the applicable Repurchase Date, or as soon as reasonably practicable thereafter, in an amount not to exceed the applicable Repurchase Redemption Price. Following receipt of consent of the Applicable Regulator, on the Business Day prior to the applicable Repurchase Date (the “Repurchase Redemption Date”), the Company shall redeem the Repurchase Redemption Portion of this Surplus Note for an amount (the “Repurchase Redemption Price”) equal to the applicable Repurchase Amount, or such lesser amount approved by sum of the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from following: (and includingi) the immediately preceding Interest Payment Date through, but excluding, such Repurchase Redemption Date. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, Principal Amount then the Company shall pay to the Holder the amount so approved and the Repurchase Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Repurchase Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Repurchase Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions herein. Following the occurrence of a Material Conversion, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Conversion Redemption Portion of this Surplus Note in an amount not to exceed the Conversion Redemption Price. Following receipt of consent of the Applicable Regulator, on the Conversion Redemption Date, the Company shall redeem the Conversion Redemption Portion of this Surplus Note for an amount (the “Conversion Redemption Price”) equal to the applicable Material Conversion Amount or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and includingii) the immediately preceding Interest Payment Date through, but excluding, such redemption date, if and to the extent that holders of the Reference Notes converted in connection with the Material Conversion are entitled to accrued and unpaid interest with respect to such Reference Notesthe date fixed by the Corporation for early redemption (the “Redemption Date”) (the sum of (i) and (ii) (being the “Redemption Amount”). If the Applicable Regulator does not approve such redemption, or approves payment Notice of a lesser amount, then the Company redemption shall pay be sent to the Holder the amount so approved and the Conversion Redemption Portion of this Surplus Note shall remain outstanding and unredeemed not less than thirty (30) days prior to the extent Redemption Date and shall state: (a) the Redemption Date; and (b) the place where this Debenture is to be surrendered for payment of such unapproved amount and interest shall continue to accrue and be the Redemption Amount thereof. Notice of redemption having been given as aforesaid, this Debenture shall, on the Redemption Date, become due and payable thereon at the Principal Amount thereof and on each Interest Payment Date following and after such date such Debentures shall only bear interest if the Conversion Corporation shall default in the payment of, or fail to tender, the Redemption Amount on the Redemption Date. Upon surrender of this Debenture for redemption in accordance with such notice, the Redemption Amount shall be paid by the Corporation. In addition, and for greater certainty, until this Debenture has been redeemed in accordance with this Section 2.2, the Holder retains the right to convert the Principal Amount to Common Shares in accordance with Article IV hereof. This Debenture may also be prepaid in part. Notice of partial redemption shall be in writing and sent to the Holder not less than thirty (30) days prior to the date set for such partial redemption (the “Partial Redemption Date”) and shall state: (a) the Partial Redemption Date; (b) the amount of such partial redemption (the “Partial Redemption Amount”); and (c) the place where this Debenture is to be surrendered for payment of the partial redemption amount thereof. Notice of partial redemption having been given as aforesaid, this Debenture shall, on the Partial Redemption Date, become due and payable as to the Company Partial Redemption Amount thereof and on and after such date this Debenture shall use its reasonable best efforts to obtain only bear interest on the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Conversion Redemption Dateremaining Principal Amount. The portion Upon surrender of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest Debenture for partial redemption in accordance with such notice, this Debenture shall be replaced with a new Debenture evidencing the terms and conditions hereinremaining Principal Amount.

Early Redemption. The Company shallIn 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, subject to because the prior consent value of the Applicable Regulator, redeem this Surplus Note, public's holdings of the Bonds was less than the amount set forth in full or in part, prior to the Maturity Date, in accordance with directives of the provisions below. If Stock Exchange regarding the Reference Notes are to be repurchased, in whole or in part, due to an Optional Call or a Fundamental Changedelisting of bonds, the Company shall use its reasonable best efforts to obtain determine the consent of redemption date on which the Applicable Regulator Bondholder shall be entitled to redeem the Repurchase Redemption Portion Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of this Surplus Note the 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 21 days from the applicable Repurchase Date, or as soon as reasonably practicable thereafter, in an amount not to exceed the applicable Repurchase Redemption Price. Following receipt of consent date of the Applicable Regulatorpublication of the notice and not later than 45 days from said date, on however, not in the Business Day prior to period between the applicable Repurchase Date (date determined for payment of interest and the “Repurchase Redemption Date”)date of the actual payment thereof. 17.3 On the early redemption date, the Company shall redeem the Repurchase Redemption Portion of this Surplus Note for an amount 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 “Repurchase Redemption Price”) equal 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 applicable Repurchase Amount, or such lesser amount approved by tax implications arising therefrom. 17.5 Early redemption of the Applicable Regulator, and Bonds as stated above shall in addition pay not confer on any of the Bondholders who shall redeem the Bonds as stated the right to the Holder all unpaid payment of interest in respect of such redeemed amount accruing from (and including) the immediately preceding Interest Payment Date through, but excluding, such Repurchase Redemption Dateperiod 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 Applicable Regulator does not approve Company convenes such redemptiona meeting, it is required to immediately send notice, in writing, to the 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. The Company shall be required to convene such a meeting, upon the written requisition of the Trustee or approves payment 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 a lesser amountmeeting 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, then the Company and/or the Trustee, as the case may be, shall pay be entitled to demand from the 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 Holder Bondholders and to the amount so approved Trustee, which shall specify the place, the date and the Repurchase Redemption Portion time of this Surplus Note the meeting, and which shall remain outstanding and unredeemed also specify, in a general manner, the issues to be discussed at the extent meeting. Should the meeting be convened for the purpose of such unapproved amount and interest passing a special resolution, advance notice of at least 21 days shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Repurchase Redemption Dategiven, and the notice shall specify, in addition to that stated above, the proposed text of the special resolution. In the event of the convening of the meeting by the Trustee, such notice shall also be given to the Company. The Trustee may shorten the period of time for the provision of advance notices, should the Trustee believe that the deferment of the convening of the meeting could have an adverse effect on the Bondholders' rights. 3. Any notice on behalf of the Company and/or the Trustee to the Bondholders shall use its reasonable best efforts 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 obtain 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 a meeting, there shall be no quorum as stated, the meeting shall be adjourned to the same day of the following week, in the 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 Applicable Regulator 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 redeem the unapproved amount 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 soon 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 reasonably practicable following special resolutions (hereinafter: "Special Resolution"), a quorum shall be constituted by the Repurchase Redemption Datepresence 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 portion provisions of this Surplus Note 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 redeemed that each Bondholder or his proxy shall remain outstanding 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 continue 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 accrue interest 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 a power of attorney, shall 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, unless determined otherwise in the notice convening the meeting. (c) A vote conducted in accordance with the terms and conditions herein. Following set forth in the occurrence of instrument appointing a Material Conversionproxy shall be valid even if prior to the meeting, the Company shall use its reasonable best efforts appointor passed away or was declared to obtain be incapacitated or the consent instrument of appointment was cancelled or the Applicable Regulator to redeem the Conversion Redemption Portion of this Surplus Note in an amount not to exceed the Conversion Redemption Price. Following receipt of consent of the Applicable Regulator, on the Conversion Redemption Date, the Company shall redeem the Conversion Redemption Portion of this Surplus Note for an amount (the “Conversion Redemption Price”) equal to the applicable Material Conversion Amount or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest Bond in respect of such redeemed amount accruing from 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 meeting, with regard to said death, declaration of incapacity, or cancellation or transfer, as the case may be. (d) 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 Bondholders, and including) the immediately preceding Interest Payment Date throughperson 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, but excluding, such redemption date, if and to the extent that holders keeping thereof in the Book of Minutes of the Reference Notes converted in connection with Bondholders' Meetings. All minutes signed by the Material Conversion are 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 a meeting shall be deemed to have been duly passed. 11. Any person or persons who shall be appointed by the Trustee as the Secretary of the Company and any other person or persons who shall be so authorized by the Company, shall be entitled to accrued and unpaid interest with be present at the Bondholders' meetings. No such persons shall have a voting right at the General Meeting. 12. Any meeting of the Bondholders shall be held at the Company's registered offices or at any other venue in respect of which the 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 be in the amount of NIS 45,000, which shall be paid on the date of the implementation of the issue. 2. The annual fees, commencing from the second trust year, shall be in the amount of NIS 23,000, 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 Reference Notes. If as work required due to a change in the Applicable Regulator does not approve such redemption, Company's structure or approves payment in respect of a lesser amount, then the Company shall pay need to perform acts due to the Holder 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 shall apply to the Trustee's activities), the fee shall be in the amount so approved and the Conversion Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Conversion Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Conversion Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions hereinUSD 150 per hour. 5