Common use of Early Redemption Clause in Contracts

Early Redemption. 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 Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on or after the Early Redemption Option Date by the issue of a Notice of Redemption giving not less than 20 Business Days’ prior written notice of its intention effect such redemption of all of the Debentures on, and specifying, the Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any of the Debentures, nor any Principal in respect thereof, save as expressly provided in this clause 14.

Early Redemption. 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 Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”)Person, redeem the Debentures held by such Affected PersonPerson (in each case, an Early Redemption), by issue of an irrevocable a notice to the 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 redemption will take place (such date being being, the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on any Cash Return Date on or after the Early Redemption Option Date by the issue issuance of a 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 effect such redemption of to redeem all of the Debentures on, and specifying, on the relevant Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under all of the relevant Debentures in fullfull (or, in the case of clause 14.1.3, redeem and repay all Principal outstanding under the Debentures held by such Affected Person), together with any and all accrued Interest outstanding and payable under such the Debentures to (and including) the Early Redemption Date (as applicable) and and, in respect of clauses 14.1.1 or 14.2, pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all 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 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 Debentures; or 14.4.2 the partial redemption of the Debentures is financed from the revenue of the Project, nor any Principal the amount of surplus free cash remaining after the partial redemption of the Debentures must be sufficient to meet the forecast net operating cashflow deficit of the Project up to but not including the next expected timber sales, together with a 30 per cent. buffer added to the forecast net operating cashflow deficit, by the issuance of a Notice of Redemption to the Agent (who shall, in respect thereofturn, save as expressly provided promptly notify the Holders via the Abundance Service) giving not less than 20 Business Days’ prior written notice of its intention to redeem the Debentures in this clause 14part on the relevant Early Redemption Date.

Early Redemption. 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 Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”)Person, redeem the Debentures held by such Affected PersonPerson (in each case, an Early Redemption), by issue of an irrevocable a notice to the 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 redemption will take place (such date being being, the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on any Cash Return Date on or after the Early Redemption Option Date by the issue issuance of a 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 effect such redemption of to redeem all of the Debentures on, and specifying, on the relevant Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under all of the relevant Debentures in fullfull (or, in the case of clause 14.1.3, redeem and repay all Principal outstanding under the Debentures held by such Affected Person), together with any and all accrued Interest outstanding and payable under such the Debentures to (and including) the Early Redemption Date (as applicable) and and, in respect of clauses 14.1.1 or 14.2, pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all 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 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 Debentures; or 14.4.2 the partial redemption of the Debentures is financed from the revenue of the Projects, nor any Principal the amount of surplus free cash remaining after the partial redemption of the Debentures must be sufficient to meet the forecast net operating cashflow deficit of the Projects up to but not including the next expected timber sales, together with a 30 per cent. buffer added to the forecast net operating cashflow deficit, by the issuance of a Notice of Redemption to the Agent (who shall, in respect thereofturn, save as expressly provided promptly notify the Holders via the Abundance Service) giving not less than 20 Business Days’ prior written notice of its intention to redeem the Debentures in this clause 14part on the relevant Early Redemption Date.

Early Redemption. 14.1 Subject to clause 14.3Save stipulation otherwise for one or more series in the respective Supplemental Deed stipulating the conditions thereof, the Issuer shall: 14.1.1 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 its electionthe equivalent to the unpaid balance of principal, promptly following a Change of Control; 14.1.2 immediately plus interest accrued in the period from the day following the promulgation last installment of an Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following interest paid to the identification date of any Affected Person, redeem all redemption. If a part of the Debentures or, Bonds in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 any series or following the expiration of the 20 Business Days’ notice period as the date on which such redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3subseries is redeemed early, the Issuer shall hold a raffle before a notary to determine the Bonds that will be entitled 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 redeem 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 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 Debentures in full on or after the Early Redemption Option Date by the issue Bonds of a Notice of Redemption giving not less than 20 Business Days’ prior written series or subseries in circulation, a notice of its intention effect such redemption of 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 registered offices, all at least 30 days in advance of the Debentures on, date 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 specifyingas of that date, the Early Redemption Date. 14.3 On each Early Redemption Dateredeemed Bonds shall not accrue any adjustment. Accordingly, the Issuer interest and adjustments on the Bonds raffled or redeemed early shall redeem cease and repay all Principal outstanding under shall be payable from the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and including) day when the Early Redemption Date (as applicable) and pay the Early Redemption Feecorresponding amortization is paid. 14.4 The Issuer shall not be entitled to redeem all or any of the Debentures, nor any Principal in respect thereof, save as expressly provided in this clause 14.

Early Redemption. 14.1 Subject In the event that the Bonds are listed for trading on the Stock Exchange - and should it be decided by the Stock Exchange to clause 14.3delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than the amount set forth in the directives of the Stock Exchange regarding the delisting of bonds, the Issuer shall: 14.1.1 at its election, promptly following a Change of Control; 14.1.2 immediately following Company shall determine the promulgation of an Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer Bondholder shall be entitled to redeem the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of 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 Debentures Bondholders at that time. 17.2 The early redemption date shall fall due not prior to 21 days from the date of the publication of the notice and not later than 45 days from said date, however, not in full 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 or 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 Early Redemption Option Date 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 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 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 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 Company and/or the Trustee, as the case may be, shall 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 Bondholders and to the Trustee, which shall specify the place, the date and the time of the meeting, and which shall also specify, in a general manner, the issues 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 addition to that stated above, the proposed text of the special resolution. In the event of the convening of the meeting by the issue 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 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 notice by registered mail according to the last address of Redemption giving 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 less than 20 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 Days’ prior written 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 its intention effect such redemption 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 Debentures onmeeting, is obligated to, defer the continuation of the meeting from time to time and specifyingfrom 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 Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer Bondholders shall not be entitled to redeem all or 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 Debenturesresolutions set forth below and also resolutions defined in the Trust Deed, nor 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 Principal 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, save and entry to this effect in the minutes of the meeting, shall serve as expressly 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 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 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 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 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 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 this clause 14the 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 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 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 of USD 150 per hour. 5.

Early Redemption. 14.1 15.1 Subject to clause 14.315.3, the Issuer shall: 14.1.1 15.1.1 at its election, promptly following a Change of Control; 14.1.2 15.1.2 immediately following the promulgation of an Adverse Tax or Regulatory Requirement; and 14.1.3 15.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”)Person, redeem the Debentures held by such Affected PersonPerson (in each case, an Early Redemption), by issue of an irrevocable notice to the 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 redemption will take place (such date being being, the “Early Redemption Date”). 14.2 15.2 Subject to clause 14.315.3, the Issuer shall be entitled to redeem all of the Debentures in full on or after the Early Redemption Option Date by the issue of a Notice of Redemption Redemption, giving not less than 20 Business Days’ prior written notice of its intention to effect such redemption of all of the Debentures on, and specifying, the relevant Early Redemption Date. 14.3 15.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under all of the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such the Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any of the Debentures, nor any Principal in respect thereof, save as expressly provided in this clause 14.

Early Redemption. 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 Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”)Person, redeem the Debentures held by such Affected PersonPerson (in each case, an Early Redemption), by issue of an irrevocable a notice to the 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 redemption will take place (such date being being, the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on any Business Day on or after the Early Redemption Option Date by the issue issuance of a 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 (to expire on or after the Early Redemption Option Date) of its intention effect such redemption of to redeem all of the Debentures on, and specifying, on the relevant Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such the Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any of the Debentures, nor any Principal in respect thereof, save as expressly provided in this clause 14.

Early Redemption. 14.1 Subject to clause 14.3, 10.1 If the Issuer shall: 14.1.1 at its electionintends (other than consequent upon an Event of Default or an Enforcement Event, promptly following a Change of Control; 14.1.2 immediately following the promulgation of an Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in as the case of the Debentures held by an Affected Person (in each case an “Early Redemption”)may be, redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on or after the Early Redemption Option Date by the issue of a Notice of Redemption giving not less than 20 Business Days’ prior written notice of its intention effect such redemption of all of the Debentures on, and specifying, the Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and includingNotes) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any of the DebenturesNotes prior to their stated maturity date (if the relevant Conditions so provide) it shall, nor 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, give notice of such intention to the Fiscal Agent and, where applicable, the Registrar stating the date on which such Notes are to be redeemed. 10.2 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 Principal such redemption and shall at the same time also publish a separate list of serial numbers of any Notes previously drawn and not presented for payment. Such notice shall specify the date fixed for redemption, the redemption price, the manner in which redemption will be effected and, in the case of a partial redemption, the serial numbers of the 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 Bearer Notes or, as the case may be, the 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 on demand to Holders in relation to which the relevant Final Terms provides for redemption at the option of such Holders. Upon receipt of any Note and a duly completed Redemption Notice (and, in the case of an exercise in respect thereofof 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 relevant Agent with which such Note (or, as the case may be, such authority) is deposited shall hold such Note (or, as the case may be, such authority) (together with any Coupons relating to such Note deposited with it) on behalf of the depositing Holder (but shall not, save as expressly provided below, release it) until the due date for redemption of the relevant Note consequent upon the exercise of such option, when, subject as provided below, it shall present such Note and Coupons (or, as the case may be, such authority) to a Paying Agent for payment of the redemption monies therefor (including premium (if any) and interest accrued to or payable on such date) in this clause 14accordance with the Conditions and shall pay such monies in accordance with the directions of the Holder contained in the Redemption Notice. If prior to such due date for its redemption, such Note becomes immediately due and payable or if upon due presentation or, as the case may be, surrender payment of such redemption monies is improperly withheld or refused, the relevant Paying Agent shall mail such Note together with such Coupons (or, as the case may be, such authority) by uninsured post to, and at the risk of the relevant Holder at such address as may have been given by the Holder in the Redemption Notice (or, as the case may be, to the address appearing in the Register). At the end of each period for the exercise of such option, 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 nominal amount of the 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 Issuer.

Early Redemption. 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 Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”)Person, redeem the Debentures held by such Affected PersonPerson (in each case, an Early Redemption), by issue of an irrevocable a notice to the 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 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 redemption will take place (such date being being, the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on any Business Day on or after the Early Redemption Option Date by the issue issuance of a 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 (to expire on or after the Early Redemption Option Date) of its intention effect such redemption of to redeem all of the Debentures on, and specifying, on the relevant Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such the Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any of the Debentures, nor any Principal in respect thereof, save as expressly provided in this clause 14.

Early Redemption. 14.1 Subject In the event that the Bonds are listed for trading on the Stock Exchange - and should it be decided by the Stock Exchange to clause 14.3delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than the amount set forth in the directives of the Stock Exchange regarding the delisting of bonds, the Issuer shall: 14.1.1 at its election, promptly following a Change of Control; 14.1.2 immediately following Company shall determine the promulgation of an Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer Bondholder shall be entitled to redeem all the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of the Debentures in full on or after decision of the Early Redemption Option Date by Board of Directors of the issue of a Notice of Redemption giving not less than 20 Business Days’ prior written Stock Exchange regarding said delisting, the Company shall provide notice of its intention effect such an early redemption of all of date on which the Debentures on, and specifying, the Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer Bondholder shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not 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 or of the Bondholders at that time. 17.2 The early redemption date shall fall due not prior to 17 days from the date 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 DebenturesBondholders who shall not redeem them on the early redemption date as stated above, nor any Principal in respect thereofhowever, save as expressly provided in this clause 14the Bonds shall be delisted from trading, and they shall be subject, inter alia, to the tax implications arising therefrom.

Early Redemption. 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 shall immediately following the promulgation of an Adverse Tax or Regulatory Requirement; and 14.1.3 shall immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on or after the Early Redemption Option Date by the issue of a Notice of Redemption giving not less than 20 Business Days’ prior written notice of its intention effect such redemption of all of the Debentures on, and specifying, the Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any of the DebenturesDebentures before the Maturity Date, nor any Principal in respect thereof, save as expressly provided in this clause 14.

Early Redemption. 14.1 15.1 Subject to clause 14.315.2, the Issuer shallshall immediately: 14.1.1 15.1.1 at its election, promptly following the Issuer’s election upon a Change of Control;; or 14.1.2 immediately 15.1.2 promptly following the promulgation of an Adverse Tax or Regulatory Requirement; andor 14.1.3 15.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”)Person, redeem the Debentures held by such Affected Person, by issue of an irrevocable a notice to the Agent (who shall, in turn, promptly notify the Holders via the Abundance Service)Agent, 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 redemption will take place (such date being being, the “Early Redemption Date”). 14.2 Subject 15.2 The Issuer will, once per year, on any Business Day in the calendar month of May (commencing with the first May to clause 14.3arise more than one year following the issuance of the Debentures), the Issuer shall be entitled make an offer to redeem all up to 5 per cent. of the Debentures Issue Amount (together with all accrued but unpaid Interest payable in full on or after the Early Redemption Option Date respect of such proportion of Principal) by the issue of a Notice of Redemption giving not less than 20 Business Days’ prior written notice of its intention to the Agent to effect such redemption of all on the last Business Day of the Debentures on, then current Interest Period. The Agent shall promptly relay any such offer to the Holders and specifying, shall communicate acceptance by any relevant Holders to the Early Redemption DateIssuer within 20 Business Days of the Issuer’s notice making such offer. 14.3 15.3 On each an Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under all of the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such the Debentures to (and including) the Early Redemption Date (as applicable) and and, subject to clause 15.4, pay the Early Redemption Fee. 14.4 The 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 shall not be entitled to redeem all or any as soon as practicable thereafter); 15.5.2 a Negative Certification is made in respect of such NGN Restructuring Event; and 15.5.3 within the NGN Restructuring Period either: (a) a Rating Downgrade in respect of the Debentures, nor any Principal 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, save as expressly provided in this clause 14either 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 Regulatory Put Exercise Period), upon the Issuer receiving at least five Business Days’ notice from the Agent (acting on behalf of the 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 Put Event Notice (such date, the Regulatory Put Event Date), redeem each and every Debenture at its Principal amount together with any and all Interest accrued to (but excluding) the Regulatory Put Event Date.

Early Redemption. 14.1 Subject The Debenture may be prepaid in whole (but not in part) prior to clause 14.3the 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 Issuer shallsum 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 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: 14.1.1 at its election, promptly following a Change of Control; 14.1.2 immediately following (a) the promulgation of an Adverse Tax or Regulatory RequirementRedemption Date; and 14.1.3 immediately following (b) the identification of any Affected Person, redeem all place where this Debenture is to be surrendered for payment of the Debentures orRedemption Amount thereof. Notice of redemption having been given as aforesaid, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the Agent (who including this Debenture) shall, in turn, promptly notify on 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 redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer shall be entitled to redeem all of the Debentures in full on or after the Early Redemption Option Date by the issue of a Notice of Redemption giving not less than 20 Business Days’ prior written notice of its intention effect such redemption of all of the Debentures on, and specifying, the Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding become due and payable under at the principal amount thereof and on and after such date such Debentures to (and including) shall only bear interest if the Early Redemption Date (as applicable) and pay Corporation shall default in the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any payment of the DebenturesRedemption Amount on the Redemption Date. Upon surrender of any such Debentures for redemption in accordance with such notice, nor any such Debentures shall be paid by the Corporation in either cash or shares at the Conversion Price, at the sole discretion of the Company. 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 Sum to Debenture Shares in respect thereof, save as expressly provided in this clause 14accordance with Article V hereof.

Early Redemption. 14.1 Subject In the event that the Bonds are listed for trading on the Stock Exchange – and should it be decided by the Stock Exchange to clause 14.3delist the Bonds in circulation, because the value of the public's holdings of the Bonds was less than the amount set forth in the directives of the Stock Exchange regarding the delisting of bonds, the Issuer shall: 14.1.1 at its election, promptly following a Change of Control; 14.1.2 immediately following Company shall determine the promulgation of an Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following the identification of any Affected Person, redeem all of the Debentures or, in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 redemption will take place (such date being the “Early Redemption Date”). 14.2 Subject to clause 14.3, the Issuer Bondholder shall be entitled to redeem all the Bonds, and the Company shall act for this purpose as follows: 17.1 Within 45 days from the date of the Debentures in full on or after decision of the Early Redemption Option Date by Board of Directors of the issue of a Notice of Redemption giving not less than 20 Business Days’ prior written Stock Exchange regarding said delisting, the Company shall provide notice of its intention effect such an early redemption of all of date on which the Debentures on, and specifying, the Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer Bondholder shall redeem and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not 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 or of the Bondholders at that time. 17.2 The early redemption date shall fall due not prior to 21 days from the date 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 DebenturesBondholders who shall not redeem them on the early redemption date as stated above, nor 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 Principal of the Bondholders who shall redeem the Bonds as stated the right to payment of interest in respect thereof, save as expressly provided in this clause 14of the period after the actual redemption date.

Early Redemption. 14.1 Subject (a) The Outstanding Senior Notes shall be redeemed at any time in whole or in part to clause 14.3the extent of funds available therefor, the Issuer shall: 14.1.1 at its electionin minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof (an "Early Redemption"), promptly following a Change of Control; 14.1.2 immediately following the promulgation upon receipt of an Adverse Tax or Regulatory Requirement; and 14.1.3 immediately following Early Distribution to the identification extent of any Affected Person, redeem all of such distribution so long as no Trigger Event has occurred. Any Early Redemption will be made on the Debentures or, Business Day specified in the case of the Debentures held by an Affected Person (in each case an “Early Redemption”), redeem the Debentures held by such Affected Person, by issue of an irrevocable notice to the 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 “applicable Notice of Redemption”). Each Notice of Early 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 (any such redemption will take place (such date being the “date, an "Early Redemption Date”). 14.2 Subject ") at the Early Redemption Price, notwithstanding the subsequent occurrence of a Trigger Event; provided, that an Early Redemption prior to clause 14.3, the Issuer shall be entitled to redeem all occurrence of the Debentures in full a Trigger Event but on or after the Interest Rate Reset Date shall occur on the 120th day prior to the Maturity Date, subject to satisfaction of the conditions set forth in Section 14.01(c). (b) The "Early Redemption Option Price" for each Senior Note redeemed on an Early Redemption Date by shall be calculated as follows: (i) any Early Redemption prior to the issue occurrence of a Notice 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 payable thereon to the Maturity Date discounted to the Early Redemption giving not less than 20 Business Days’ 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 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 Senior Note. (c) Any Early Redemption pursuant to Section 14.01(a) shall occur at such time as (i) the Indenture Trustee shall have received (x) written notice from WCG specifying that the amounts deposited into the Indenture Redemption Account are to fund an Early Redemption or (y) proceeds from a Reset Sale or a sale of its intention the WCG Note pursuant to Sections 9.04(i)(i), (ii) or (iii), (ii) the aggregate amount of funds irrevocably deposited with the Indenture Trustee is sufficient to effect such redemption, (iii) appropriate notice is given in accordance with Section 14.02 and (iv) the Indenture Trustee shall have received (x) an Officer's Certificate of WCG or Williams certifying that the amounts deposited in respect of the Earl▇ ▇▇▇▇▇▇tion Price represent cash from Permitted Redemption Sources or (y) a certificate from the WCG Note Remarketing Agents (as defined in the WCG Note Reset Remarketing Agreement) certifying that the amounts deposited in respect of the Early Redemption Price represent proceeds from a Reset Sale. (d) Upon the redemption of all of the Debentures on, and specifyingSenior Notes pursuant to the terms of this Section 14.01, the Early Redemption Date. 14.3 On each Early Redemption Date, the Issuer shall redeem obligations and repay all Principal outstanding under the relevant Debentures in full, together with any and all accrued Interest outstanding and payable under such Debentures to (and including) the Early Redemption Date (as applicable) and pay the Early Redemption Fee. 14.4 The Issuer shall not be entitled to redeem all or any responsibilities of the Debentures, nor any Principal in Issuers and the Indenture Trustee solely with respect thereof, save as expressly provided in this clause 14to the Senior Notes shall terminate (subject to Section 5.07).