Common use of Notes Registrar and Paying Agent Clause in Contracts

Notes Registrar and Paying Agent. (a) The Issuer will initially act as the paying agent (the “Paying Agent”) in respect of the Notes and registrar (the “Notes Registrar”) reflecting ownership of the Notes. For as long as the Notes are listed on the TASE- UP, the Issuer undertakes to only appoint a person resident, organized and with its principal place of business in the State of Israel as successor Notes Registrar. The Notes Registrar shall maintain a register reflecting ownership of Definitive Registered Notes (as defined herein) (the “Notes Register”) outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on behalf of the Issuer, provided that in the event the Issuer is not the Notes Registrar, the register kept by, and at the registered office of, the Issuer shall prevail in the event of any discrepancy between such register and the register held by the Notes Registrar. (b) The Issuer may change the Paying Agent or Notes Registrar with prior notice to the Trustee. For so long as the Notes are listed for trading on the TASE-UP, the Issuer will publish a notice of any change of Paying Agent or Notes Registrar through the newswire service of Bloomberg, or if Bloomberg does not then operate, any similar agency or news service, and, to the extent and in the manner permitted by the Applicable Procedures, post such notice on the official website of the TASE (xxxx://xxxx.xxxx.xx.xx or any successor website thereto) in accordance with Section 13.4 (Notices). (c) The Issuer will use its best efforts to select a Paying Agent that is resident, organized, and with its principal place of business in either (i) the State of Israel, or (ii) any other jurisdiction, provided that for jurisdictions that are not (or are not within or under) the State of Israel, the Issuer will obtain and, reasonably prior to effecting any binding legal commitments to use such Paying Agent, have delivered to the Trustee, an opinion of independent legal or tax advisers of recognized standing chosen by the Issuer to the effect that no additional withholding or other Taxes will be imposed by such other jurisdiction on any Holder or beneficial owner as a result of the selection of such Paying Agent.

Notes Registrar and Paying Agent. (a) The Issuer will initially act as the paying agent (the “Paying Agent”) in respect of the Notes and registrar (the “Notes Registrar”) reflecting ownership of the Notes. For as long as the Notes are listed on the TASE- UPTACT Institutional, the Issuer undertakes to only appoint a person resident, organized and with its principal place of business in the State of Israel as successor Notes Registrar. The Notes Registrar shall maintain a register reflecting ownership of Definitive Registered Notes (as defined herein) (the “Notes Register”) outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on behalf of the Issuer, provided that in the event the Issuer is not the Notes Registrar, the register kept by, and at the registered office of, the Issuer shall prevail in the event of any discrepancy between such register and the register held by the Notes Registrar. (b) The Issuer may change the Paying Agent or Notes Registrar with prior notice to the Trustee. For so long as the Notes are listed for trading on the TASE-UPTACT Institutional, the Issuer will publish a notice of any change of Paying Agent or Notes Registrar through the newswire service of Bloomberg, or if Bloomberg does not then operate, any similar agency or news service, and, to the extent and in the manner permitted by the Applicable Procedures, post such notice on the official website of the TASE (xxxx://xxxx.xxxx.xx.xx or any successor website thereto) in accordance with Section 13.4 (Notices). (c) The Issuer will use its best efforts to select a Paying Agent that is resident, organized, and with its principal place of business in either (i) the State of Israel, or (ii) any other jurisdiction, provided that for jurisdictions that are not (or are not within or under) the State of Israel, the Issuer will obtain and, reasonably prior to effecting any binding legal commitments to use such Paying Agent, have delivered to the Trustee, an opinion of independent legal or tax advisers of recognized standing chosen by the Issuer to the effect that no additional withholding or other Taxes will be imposed by such other jurisdiction on any Holder or beneficial owner as a result of the selection of such Paying Agent.

Notes Registrar and Paying Agent. (a) The Issuer will initially act as the paying agent (the “Paying Agent”) in respect of the Notes and registrar (the “Notes Registrar”) reflecting ownership of the Notes. For as long as the Notes are listed on the TASE- UPTACT Institutional, the Issuer undertakes to only appoint a person resident, organized and with its principal place of business in the State of Israel as successor Notes Registrar. The Notes Registrar shall maintain a register reflecting ownership of Definitive Registered Notes (as as‌ defined herein) (the “Notes Register”) outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on behalf of the Issuer, provided that in the event the Issuer is not the Notes Registrar, the register kept by, and at the registered office of, the Issuer shall prevail in the event of any discrepancy between such register and the register held by the Notes Registrar. (b) The Issuer may change the Paying Agent or Notes Registrar with prior notice to the Trustee. For so long as the Notes are listed for trading on the TASE-UPTACT Institutional, the Issuer will publish a notice of any change of Paying Agent or Notes Registrar through the newswire service of Bloomberg, or if Bloomberg does not then operate, any similar agency or news service, and, to the extent and in the manner permitted by the Applicable Procedures, post such notice on the official website of the TASE (xxxx://xxxx.xxxx.xx.xx or any successor website thereto) in accordance with Section 13.4 (Notices). (c) The Issuer will use its best efforts to select a Paying Agent that is resident, organized, and with its principal place of business in either (i) the State of Israel, or (ii) any other jurisdiction, provided that for jurisdictions that are not (or are not within or under) the State of Israel, the Issuer will obtain and, reasonably prior to effecting any binding legal commitments to use such Paying Agent, have delivered to the Trustee, an opinion of independent legal or tax advisers of recognized standing chosen by the Issuer to the effect that no additional withholding or other Taxes will be imposed by such other jurisdiction on any Holder or beneficial owner as a result of the selection of such Paying Agent.