Common use of Redemption at the Option of the Issuer Clause in Contracts

Redemption at the Option of the Issuer. The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least 30 days but not more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption.

Redemption at the Option of the Issuer. The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least 30 days but not more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR PD Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR PD Debt Instruments on the date specified any Business Day (being, in the Final Terms (“Optional Redemption case of interest-bearing PD Debt Instruments, an Interest Payment Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal principal amount or a percentage of their outstanding nominal principal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR PD Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal principal amount of the PR PD Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR PD Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR PD Debt Instruments, the PR PD Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR PD Debt Instruments, the Registrar, and notice of the PR PD Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption.

Redemption at the Option of the Issuer. The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least 30 31 days but not more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption.

Redemption at the Option of the Issuer. The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least 30 days but not more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR PD Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR PD Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal principal amount or a percentage of their outstanding nominal principal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR PD Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal principal amount of the PR PD Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR PD Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR PD Debt Instruments, the PR PD Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR PD Debt Instruments, the Registrar, and notice of the PR PD Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption.

Redemption at the Option of the Issuer. The (Issuer may Call) (if this Condition 6.2 is specified in the relevant Final Terms as being applicablei) having given at least 30 days but not less than 5 nor more than 60 days30 Business Days’ notice (or such period as specified in to the relevant Final Terms) to PR Debt Instrument Holders Covered Bondholders in accordance with Condition 18 13 (which notice must comply with Notices); and (ii) not less than 4 Business Days before the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) giving of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in (i), notice to the preceding paragraph shall specify: Fiscal Agent and (ain the case of a redemption of Registered Covered Bonds) the Series Registrar and (in the case of PR Debt Instruments subject to a redemption of VP Systems Covered Bonds) each VP Systems Account Manager, (which notices shall be irrevocable and shall specify the date fixed for redemption; (b) whether such Series is to be redeemed in whole ), redeem all or in part some only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of Covered Bonds then outstanding on any Optional Redemption Date and at the relevant Series which are to be redeemed; (cOptional Redemption Amount(s) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than a Higher Redemption Amount in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of PR Debt InstrumentsCovered Bonds, the PR Debt Instruments Covered Bonds (or, as the case may be, parts of Registered Covered Bonds) to be redeemed will (“Redeemed Covered Bonds”) will, be selected individually by the I&P Agent or lot without involving any part only of a Bearer Covered Bond, in the case of a Tranche Redeemed Covered Bonds represented wholly by Registered PR Debt Instruments, the Registrardefinitive Covered Bonds, and notice in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the PR Debt Instruments called records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) and/or SIX SIS AG, as the case may be, in the case of Redeemed Covered Bonds represented by a global Covered Bond and in accordance with the rules of VPS, VP, VPC or any other relevant clearing system (as the case may be), in the case of VP Systems Covered Bonds, in each case not more than 30 days prior to the date fixed for redemption (together with such date of selection being hereinafter called the “Selection Date”). In the case of Redeemed Covered Bonds represented by definitive Covered Bonds, a list of the serial numbers thereof) of such Redeemed Covered Bonds will be published in accordance with Condition 18 13 (Notices) not less than 15 days prior to the date fixed for redemption. The aggregate nominal amount of Redeemed Covered Bonds represented by definitive Covered Bonds shall bear the same proportion to the aggregate nominal amount of all Redeemed Covered Bonds as the aggregate nominal amount of definitive Covered Bonds outstanding bears to the aggregate nominal amount of the Covered Bonds outstanding, in each case on the Selection Date, provided that such first mentioned nominal amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Calculation Amount, and the aggregate nominal amount of Redeemed Covered Bonds represented by a global Covered Bond shall be equal to the balance of the Redeemed Covered Bonds. No exchange of the relevant global Covered Bond will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Covered Bondholders in accordance with Condition 13 (Notices) at least 5 days prior to the Selection Date.

Redemption at the Option of the Issuer. The (Issuer may Call) (if this Condition 6.2 is specified in the relevant Final Terms as being applicablei) having given at least not less than 30 days but not nor more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 13 (which Notices) to the Noteholders or such other period of notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions as is specified in the relevant applicable Final Terms redeem all Terms; and (but not, unless and to ii) not less than 15 days before the extent that the relevant Final Terms specify otherwise, some only) giving of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in (i), notice to the preceding paragraph shall specify: (a) Agent and the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only andRegistrar, if in part onlyapplicable; (both of which notices shall be irrevocable), the aggregate nominal amount redeem all or some only of the PR Debt Instruments of Notes then outstanding on the relevant Series which are to be redeemed; (cOptional Redemption Date(s) and at the due date for redemption; (dOptional Redemption Amount(s) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date(s). Any such redemption must be of a nominal amount equal to the Minimum Redemption Amount or a Maximum Redemption Amount, in each case as indicated in the applicable Final Terms. In the case of a partial redemption of PR Debt InstrumentsNotes, the PR Debt Instruments Notes to be redeemed (the “Redeemed Notes”) will be selected individually by the I&P Agent or lot, in the case of Redeemed Notes represented by a Tranche represented wholly by Registered PR Debt Instruments, the RegistrarNote Certificate, and notice in accordance with the rules of Euroclear and/or Clearstream, Luxembourg (to be reflected in the PR Debt Instruments called records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion), in the case of Redeemed Notes represented by a Global Note, not more than 60 days prior to the date fixed for redemption (together with such date of selection, the “Selection Date”). In the case of Redeemed Notes represented by a Note Certificate, a list of the serial numbers thereof) of such Redeemed Notes will be published in accordance with Condition 18 13 (Notices) not less than 15 30 days prior to the date fixed for redemption. The aggregate nominal amount of Redeemed Notes represented by a Note Certificate shall bear the same proportion to the aggregate nominal amount of all Redeemed Notes as the aggregate nominal amount of a Note Certificate outstanding bears to the aggregate nominal amount of all the Notes outstanding (as the case may be), in each case on the Selection Date; provided that such first mentioned nominal amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Specified Denomination, and the aggregate nominal amount of Redeemed Notes represented by a Global Note shall be equal to the balance of the Redeemed Notes. No exchange of the relevant Global Note will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this sub-paragraph (d) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 13 (Notices) at least 10 days prior to the Selection Date.

Redemption at the Option of the Issuer. The (Issuer may Call) (if this Condition 6.2 is specified in the relevant Final Terms as being applicablei) having given at least 30 days but not less than 15 nor more than 60 30 days’ ' notice (or such period as specified in to the relevant Final Terms) to PR Debt Instrument Holders Noteholders in accordance with Condition 18 12 (which notice must comply with Notices); and (ii) not less than 15 days before the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) giving of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in (i), notice to the preceding paragraph Agent; (which notices shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only andirrevocable), redeem all or, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as so specified in the applicable Final Terms, some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, in which case the notice of redemption shall state the applicable condition precedent(s) and that, in the Issuer’s discretion, the Optional Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Optional Redemption Date, or by the Optional Redemption Date so delayed. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than a Higher Redemption Amount in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of PR Debt InstrumentsNotes, the PR Debt Instruments Notes to be redeemed (Redeemed Notes) will be selected individually by the I&P Agent or lot, in the case of a Tranche Redeemed Notes represented wholly by Registered PR Debt Instruments, the Registrardefinitive Notes, and notice in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the PR Debt Instruments called records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) in the case of Redeemed Notes represented by a global Note, not more than 30 days prior to the date fixed for redemption (together with such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers thereof) of such Redeemed Notes will be published in accordance with Condition 18 12 (Notices) not less than 15 days prior to the date fixed for redemption. No exchange of the relevant global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 12 (Notices) at least 15 days prior to the Selection Date.

Redemption at the Option of the Issuer. The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least 30 days but not more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR PD Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR PD Debt Instruments on the date specified any Business Day (being, in the Final Terms (“Optional Redemption case of interest-bearing PD Debt Instruments, an Interest Payment Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal principal amount or a percentage of their outstanding nominal principal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) : the Series of PR PD Debt Instruments subject to redemption; (b) ; whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal principal amount of the PR PD Debt Instruments of the relevant Series which are to be redeemed; (c) ; the due date for redemption; (d) ; the Early Redemption Amount (Call) at which such PR PD Debt Instruments are to be redeemed; and (e) and whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR PD Debt Instruments, the PR PD Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR PD Debt Instruments, the Registrar, and notice of the PR PD Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption.

Redemption at the Option of the Issuer. The If the Issuer may (if this Condition 6.2 is specified in the relevant Final Terms Applicable Pricing Supplement as being applicable) having an option to redeem, the Issuer may, having given at least not less than 30 days but not (thirty) Days nor more than 60 days’ (sixty) Days irrevocable notice (or such period as specified in to the relevant Final Terms) to PR Debt Instrument Holders Noteholders in accordance with Condition 18 19 (which notice must comply Notices) or unless otherwise specified with the following paragraph and shall be irrevocableApplicable Pricing Supplement, redeem all or some of the Notes (to which such Applicable Pricing Supplement relates) then Outstanding on the Optional Redemption Date(s) and subject to satisfaction of any relevant conditions at the Optional Redemption Amount(s) specified in, or determined in the relevant Final Terms redeem all manner specified in, the Applicable Pricing Supplement, together, if appropriate, with interest accrued to (but not, unless and excluding) the Optional Redemption Date(s). Any such redemption must be of a Nominal Amount equal to the extent that the relevant Final Terms specify otherwiseMinimum Redemption Amount or a Higher Redemption Amount, some only) of the PR Debt Instruments on the date specified both as indicated in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final TermsApplicable Pricing Supplement. In the case of a partial redemption of PR Debt InstrumentsNotes, the PR Debt Instruments Notes to be redeemed (Redeemed Notes) will be selected individually by the I&P Agent or lot, in the case of a Tranche Redeemed Notes represented wholly by Registered PR Debt Instruments, the RegistrarIndividual Certificates, and notice in accordance with the Applicable Procedures in the case of Redeemed Notes which are uncertificated, and in each case not more than 30 (thirty) Days prior to the PR Debt Instruments called date fixed for redemption (together with such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by Individual Certificates, a list of the serial numbers thereof) of such Redeemed Notes will be published in accordance with Condition 18 19 (Notices) not less than 15 days 30 (thirty) Days prior to the date fixed for redemption. The aggregate Nominal Amount of Redeemed Notes represented by Individual Certificates shall bear the same proportion to the aggregate Nominal Amount of all Redeemed Notes as the aggregate Nominal Amount of Individual Certificates outstanding bears to the aggregate Nominal Amount of the Notes Outstanding, in each case on the Selection Date, provided that such first mentioned Nominal Amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Specified Denomination and the aggregate Nominal Amount of Redeemed Notes which are uncertificated shall be equal to the balance of the Redeemed Notes. No exchange of the relevant uncertificated Notes will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this sub-paragraph, and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 19 (Notices) at least 10 (ten) Days prior to the Selection Date. Holders of Redeemed Notes shall surrender the Individual Certificates, if any, representing the Notes in accordance with the provisions of the notice given to them by the Issuer as contemplated above. Where only a portion of the Notes represented by such Individual Certificates are redeemed, the Transfer Agent shall deliver new Individual Certificates to the Noteholders, as the case may be, in respect of the balance of the Notes.

Redemption at the Option of the Issuer. The (A) For tax reasons (i) the Issuer has or will become obliged (or the Guarantor, if a demand was made under the Guarantee, would be obliged) to pay Additional Amounts as provided or referred to in Condition 13 as a result of any change in, or amendment to, the laws, regulations, rulings or treaties of the Netherlands (in the case of the Issuer), the United States (in the case of the Guarantor) or any political subdivision or any authority or agency thereof or therein, or any change in the published or other official position regarding the application or interpretation or administration of such laws, regulations, rulings or treaties which change or amendment becomes effective on or after 7 November 2023; and (ii) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it, provided that no such Tax Redemption Notice shall be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor, as the case may be, would be obliged to pay such Additional Amounts were a payment in respect of the Bonds then due or (if as the case may be) a demand under the Guarantee to be made. At least 15 days prior to the publication of any Tax Redemption Notice, the Issuer or the Guarantor (as applicable) shall deliver to the Trustee (a) an Officer’s Certificate of the Issuer or the Guarantor, as the case may be, stating that the obligation referred to in (A)(i) above cannot be avoided by the Issuer or the Guarantor, as the case may be, taking reasonable measures available to it and (b) an opinion of independent legal or tax advisers of recognised international standing to the effect that such change or amendment has occurred and that the Issuer or the Guarantor, as the case may be, has or will be obliged to pay such Additional Amounts as a result thereof (irrespective of whether such amendment or change is then effective) and the Trustee may accept without further inquiry and without any liability to any person for so doing such certificate and opinion as sufficient evidence of the matters set out above in which event it shall be conclusive and binding on the Trustee and the Bondholders. Any Tax Redemption Notice shall be irrevocable. On the Tax Redemption Date, the Issuer shall (subject to the next following paragraph) redeem the Bonds at their principal amount, together with accrued but unpaid interest to such date. If the Issuer gives a notice of redemption pursuant to this Condition 6.2 is specified 11(b)(A), each Bondholder will have the right to elect that its Bonds shall not be redeemed and that the provisions of Condition 13 requiring the Issuer or, as the case may be, the Guarantor to pay Additional Amounts shall not apply in respect of any payment of interest to be made on such Bonds or, as the case may be, under the Guarantee which, in each case, falls due after the relevant Tax Redemption Date, whereupon no such Additional Amounts shall be payable by the Issuer or the Guarantor, as the case may be, in respect thereof pursuant to Condition 13 and payment of all amounts of such interest on such Bonds or, as the case may be, under the Guarantee, shall be made subject to the deduction or withholding of any taxation required to be withheld or deducted in the circumstances referred to in (i)(A) above. To exercise such right, the holder of the relevant Final Terms Bond must complete, sign and deposit at the specified office of any Paying, Transfer and Exchange Agent a duly completed and signed notice of election, in the form for the time being current, obtainable from the specified office of any Paying, Transfer and Exchange Agent together with the relevant Bonds on or before the day falling 10 days prior to the Tax Redemption Date. Any Tax Redemption Notice shall specify (i) the Tax Redemption Date, (ii) the last day on which Exchange Rights may be exercised by a Bondholder and (iii) the Value of the Exchange Property per Bond as being applicableat the most recent practicable date prior to the giving of the relevant Tax Redemption Notice. (B) having given For other reasons (i) at least any time if, prior to the date on which the relevant Optional Redemption Notice is given, Exchange Rights shall have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85 per cent. or more in principal amount of the Bonds originally issued (which shall for this purpose include any Further Bonds); or (ii) in the event of an Offer, a compulsory acquisition procedure or Scheme of Arrangement relating to the Predominant Equity Share Capital where the Consideration consists wholly of cash, at any time during the period commencing on (and including) the date falling 30 days but following the Consideration Date and ending on (and including) the date falling 90 days after the Consideration Date. In order to exercise such option the Issuer shall give not less than 30 nor more than 60 days’ notice (or such period as specified in the relevant Final Termsan “Optional Redemption Notice”) to PR Debt Instrument Holders the Bondholders and to the Trustee in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on 19 specifying the date specified in for redemption (the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (, which shall be a T2 Business Day. Any Optional Redemption Notice shall be irrevocable. On the Optional Redemption Date, the Issuer shall redeem the Bonds at their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) principal amount, together with accrued (but unpaid) interest to (if any) thereon. The notice referred to in the preceding paragraph shall specify: (abut excluding) the Series of PR Debt Instruments subject to redemption; relevant Optional Redemption Date. Any Optional Redemption Notice shall specify (bi) whether such Series is to the Optional Redemption Date, which shall be redeemed in whole or in part only anda T2 Business Day, if in part only, (ii) the aggregate nominal amount last day on which Exchange Rights may be exercised by a Bondholder and (iii) the Value of the PR Debt Instruments Exchange Property per Bond as at the most recent practicable date prior to the giving of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Optional Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemptionNotice.

Redemption at the Option of the Issuer. (a) The Issuer may provisions of Article XI of the Original Indenture (other than Sections 11.5 and 11.6) shall be applicable to the X-TRAS. (b) The X-TRAS will be redeemable at any time, at the option of the Issuer, if this Condition 6.2 is specified such redemption occurs on or prior to the Premium Termination Date, in the relevant Final Terms as being applicable) having given at least whole or in part, on not less than 30 days but not nor more than 60 days’ ' prior notice (or such period as specified in the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that Indenture Trustee, the relevant Final Terms specify otherwisePass Through Trustee and the Extension Option Buyer, some onlyat a redemption price, payable in cash, equal to the sum of (i) 100% of the PR Debt Instruments on principal amount of the date specified in X-TRAS being redeemed plus the Final Terms (“Optional Redemption Date”) Applicable Premium, if any, thereon at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage the time of their outstanding nominal amount as specified in the Final Terms) redemption, together with accrued interest (interest, if any) thereon. The notice referred , thereon to in the preceding paragraph shall specify: Redemption Date plus (aii) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only andISDA Amount, if in part onlyany, as determined by the Extension Option Buyer and notified to the Issuer, the aggregate nominal Indenture Trustee and the Pass Through Trustee [five] Business Days prior to the Redemption Date (the "Early Redemption Option"). In no event will the Redemption Price ever be less than 100% of the principal amount of the PR Debt Instruments X-TRAS plus accrued interest to the Redemption Date. The Notional Amount used to determine the ISDA Amount shall be the aggregate principal amount then outstanding of the relevant Series X-TRAS, unless less than all of the X-TRAS are redeemed, in which are case the applicable Notional Amount for purposes of determining the Extension Amount shall be equal to be the aggregate principal amount of X-TRAS redeemed;. (c) If the due date for redemption; X-TRAS are extended until the Extended Stated Maturity, the Issuer shall have the option (d) the Early "FD Redemption Amount (Call) at which such PR Debt Instruments are Option"), in lieu of permitting the X-TRAS to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published remarketed in accordance with Condition 18 not less than 15 days prior Article VIII of this Sixth Supplemental Indenture, to redeem the X-TRAS in whole on the Initial Stated Maturity, by irrevocable notice given to the date fixed for redemptionIndenture Trustee, the Pass Through Trustee, the Extension Option Buyer and the Calculation Agent not later than the Remarketing Deadline, at a redemption price, payable in cash, equal to the sum of (i) 100% of the principal amount of the X-TRAS being redeemed together with accrued interest, if any, thereon to the Initial Stated Maturity plus (ii) the ISDA Amount, if any, as of the Exercise Date (as calculated by the Calculation Agent and notified to the Issuer, the Indenture Trustee and the Pass Through Trustee within five Business Days thereafter), which redemption price shall be payable at the Initial Stated Maturity. The Notional Amount used to determine the ISDA Amount shall be the aggregate principal amount of the X-TRAS outstanding as of the Exercise Date.

Redemption at the Option of the Issuer. (a) The Issuer may may‌ optionally redeem the Outstanding Notes (if this Condition 6.2 is specified of one or more series), in whole or in part, at any time, at a price equal to (i) the Redemption Price plus (ii) in the relevant Final Terms as being applicable) having given event that the Outstanding Initial Notes of any series are so optionally redeemed at least 30 days but not more than 60 days’ notice any time prior to the date falling three months (or such period as specified in the relevant Final Termscase of the 2023 Notes and the 2025 Notes) or six months (in the case of the 2027 Notes and the 2030 Notes) prior to PR Debt Instrument Holders in accordance with Condition 18 the Scheduled Maturity Date applicable to such series, the applicable Make-Whole Premium; provided that, on the date notice of such redemption is delivered to the Trustee pursuant to Section 3.3 (which notice must comply with the following paragraph and Notice of Redemption), no Event of Default shall be irrevocable) continuing. Any redemption and notice of redemption may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, at the Issuer’s discretion, the Redemption Date may be delayed until such time as any relevant or all such conditions specified shall be satisfied, or such redemption may not occur and such notice may be rescinded in the relevant Final Terms redeem event that any or all (but notsuch conditions shall not have been satisfied by the Redemption Date, unless or by the Redemption Date so delayed. If the optional Redemption Date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the extent Person in whose name the Initial Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer. If a Redemption Date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such Redemption Date if it were a Business Day for the relevant Final Terms specify otherwiseintervening period. For the avoidance of doubt, some only) each of the PR Debt Instruments on Sponsor and the date specified Issuer may also purchase Notes at any time and from time to time in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount open market, in privately negotiated transaction, through tender offer or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption;similar process, or otherwise. (b) whether If, at any time as a result of any (i) change in, or amendment to, the tax laws or regulations or the interpretation thereof of any Taxing Jurisdiction, or any execution of or amendment to any treaty or treaties affecting withholding taxation to which any Taxing Jurisdiction is a party, or as a result of a change in the application or interpretation of such Series is laws, or regulations or treaty; (ii) revocation or change of the ruling issued to Delek Drilling on behalf of the Issuer and the Sponsor by the Israeli Tax Authority on July 27, 2020 (the “Ruling”) other than a revocation as a result of the Issuer’s or the Sponsor’s request or failure to comply with the terms of the Ruling, or (iii) involuntary delisting of the Notes from TACT Institutional other than as a result of any act or failure to act of the Issuer or the Sponsor, which change or amendment or revocation or delisting becomes effective after the Issue Date, (1) the Issuer has or will on the next succeeding Scheduled Payment Date become obligated to pay any Additional Amounts on the Notes and (2) the payment of such Additional Amounts cannot be redeemed avoided by the use of any reasonable measures available to the Issuer, then the Issuer may at its option redeem the Notes in whole (but not in part) at a price equal to the Redemption Price (but without payment of any Make-Whole Premium); provided that, in the case of clause (i), such change or amendment of law was not enacted before the Issue Date (or, in part only andthe case that a Taxing Jurisdiction was not a Taxing Jurisdiction on the Issue Date, if in part onlybefore the date such jurisdiction became a Taxing Jurisdiction). Prior to the publication or, where relevant, mailing of any notice of redemption of‌ the Notes pursuant to this paragraph, the aggregate nominal amount Issuer will deliver the Trustee an opinion of independent counsel or tax advisor of recognized standing with respect to Tax matters in the relevant Taxing Jurisdiction to the effect that there has been such change or amendment or other circumstances described above which would entitle the Issuer to redeem the Notes thereunder. In addition, before the Issuer publishes or mails notice of redemption of the PR Debt Instruments Notes as described above, it will deliver to the Trustee an officer’s certificate to the effect that the obligation to pay Additional Amounts cannot be avoided by the Issuer taking reasonable measures available to it. The Trustee will accept such officer’s certificate and opinion as sufficient evidence of the relevant Series existence and satisfaction of the conditions precedent as described above, in which are to event it will be redeemed;conclusive and binding on the Holders. (c) If the due date for redemption; Issuer elects to redeem the Notes pursuant to this Section 3.1 (d) Redemption at the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice Option of the PR Debt Instruments called for redemption (together with Issuer), it shall deliver to the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days Trustee, at least two Business Days prior to the date fixed for redemptionupon which notice of redemption is required to be given to the Holders pursuant to Section 3.3 (Notice of Redemption) (unless a shorter notice period shall be satisfactory to the Trustee determined in its sole discretion), notice thereof and an Officer’s Certificate specifying the Redemption Date upon which such redemption shall occur and the principal amount and the applicable series of Notes to be redeemed.

Redemption at the Option of the Issuer. The Issuer may (if this Condition 6.2 If the Call Option is specified in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement as being applicable, the Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement, in part on any Optional Redemption Date (Call) having given at least the relevant Optional Redemption Amount (Call) on the Issuer's giving not less than 30 days but not nor more than 60 days’ ' notice to the Noteholders (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to such date). For the purposes of this Condition 9(c) only, the "Optional Redemption Amount (Call)" will be specified in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement as being either: (i) the specified percentage of the principal amount of the Notes stated in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement as applicable; or (ii) if "Non-Sterling Make-Whole Amount" or such period "Sterling Make-Whole Amount" is specified in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement, as applicable, as the Optional Redemption Amount (Call): a. if "Non-Sterling Make-Whole Amount" is specified in the relevant Final Terms or, in the case of Exempt Notes, the relevant Pricing Supplement, as applicable, the higher of (I) the principal amount of the Notes; and (II) the sum of the then present values of the remaining scheduled payments of principal and Remaining Term Interest (assuming for this purpose the Notes are to be redeemed at their principal amount on the Make-Whole Reference Date), in each case discounted to the relevant Optional Redemption Date (Call) on either an annual or a semi-annual basis as specified in the relevant Final Terms) to PR Debt Instrument Holders Terms or, in accordance with Condition 18 the case of Exempt Notes, the relevant Pricing Supplement, as applicable, (which notice must comply with based on the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions Day Count Fraction specified in the relevant Final Terms redeem all (but notor, unless and to in the extent that case of Exempt Notes, the relevant Final Terms specify otherwisePricing Supplement, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”as applicable) at their early redemption amount (call) (“Early the Reference Dealer Rate plus any applicable Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as Margin specified in the relevant Final Terms. In the case of a partial redemption of PR Debt InstrumentsTerms or, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt InstrumentsExempt Notes, the Registrarrelevant Pricing Supplement, and notice of as applicable, all as determined by the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemption.Determination Agent; and

Redemption at the Option of the Issuer. (a) The Issuer may provisions of Article XI of the Original Indenture (if this Condition 6.2 is specified other than Sections 11.5 and 11.6) shall be applicable to the X-TRAS. (b) The X-TRAS will be redeemable at any time, at the option of the Issuer, in whole or in part, on any date on or prior to the relevant Final Terms as being applicable) having given at least Premium Termination Date on not less than 30 days but not nor more than 60 days’ ' notice (or such period as specified in the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that Indenture Trustee, the relevant Final Terms specify otherwisePass Through Trustee and the Extension Option Buyer, some onlyat a redemption price ("Early Redemption Price") equal to the sum of (i) 100% of the PR Debt Instruments on principal amount of the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) X-TRAS being redeemed, together with accrued interest, thereon to the Redemption Date plus the Applicable Premium (but interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holder thereof of record at the close of business on the relevant Record Date) plus (ii) the ISDA Amount, if any) thereon. The notice referred , as of the second Business Day preceding the Redemption Date as determined by the Extension Option Buyer and notified to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part onlyIssuer, the aggregate nominal Indenture Trustee and the Pass Through Trustee by 12 noon, New York City time, on such second preceding Business Day. In no event will the Redemption Price calculated pursuant to the foregoing clause (i) ever be less than 100% of the principal amount of the PR Debt Instruments X-TRAS plus accrued interest to the Redemption Date. The Notional Amount used to determine the ISDA Amount shall be equal to the aggregate principal amount of the relevant Series which are to be X-TRAS redeemed;. (c) If the due date for redemption; X-TRAS are extended until the Extended Stated Maturity, the Issuer shall have the option (d) the Early "FD Redemption Amount (Call) at which such PR Debt Instruments are Option"), in lieu of permitting the X- TRAS to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published remarketed in accordance with Condition 18 not less than 15 days prior Article VIII of this Sixth Supplemental Indenture, to redeem the X-TRAS in whole on the Initial Stated Maturity, by irrevocable notice given to the Indenture Trustee, the Pass Through Trustee, the Extension Option Buyer and the Calculation Agent not later than the Remarketing Deadline, at a redemption price, payable in cash, equal to the sum of (i) 100% of the principal amount of the X-TRAS being redeemed together with accrued interest, if any, thereon to the Initial Stated Maturity plus (ii) the ISDA Amount, if any, as of the Exercise Date (as calculated by the Calculation Agent on the Exercise Date and notified to the Issuer, the Indenture Trustee and the Pass Through Trustee on or promptly following such date fixed for redemption(but in any event within five Business Days thereafter)), which redemption price shall be payable at the Initial Stated Maturity. The Notional Amount used to determine the ISDA Amount shall be the aggregate principal amount of the X-TRAS outstanding as of the Exercise Date.

Redemption at the Option of the Issuer. The If the Issuer may (if this Condition 6.2 is has specified in the relevant Final Terms as being applicable) Applicable Pricing Supplement to having an option to redeem, the Issuer may, having given at least not less than 30 days but not (thirty) Days nor more than 60 days’ (sixty) Days irrevocable notice (or such period as specified in to the relevant Final Terms) to PR Debt Instrument Holders Noteholders in accordance with Condition 18 20 (which notice must comply Notices) or unless otherwise specified with the following paragraph and shall be irrevocableApplicable Pricing Supplement, redeem all or some of the Notes (to which such Applicable Pricing Supplement relates) then Outstanding on the Optional Redemption Date(s) and subject to satisfaction of any relevant conditions at the Optional Redemption Amount(s) specified in, or determined in the relevant Final Terms redeem all manner specified in, the Applicable Pricing Supplement, together, if appropriate, with interest accrued to (but not, unless and excluding) the Optional Redemption Date(s). Any such redemption must be of a Nominal Amount equal to the extent that the relevant Final Terms specify otherwiseMinimum Redemption Amount or a Higher Redemption Amount, some only) of the PR Debt Instruments on the date specified both as indicated in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final TermsApplicable Pricing Supplement. In the case of a partial redemption of PR Debt InstrumentsNotes, the PR Debt Instruments Notes to be redeemed (Redeemed Notes) will be selected individually by the I&P Agent or lot, in the case of a Tranche Redeemed Notes represented wholly by Registered PR Debt Instruments, the RegistrarIndividual Certificates, and notice in accordance with the Applicable Procedures in the case of Redeemed Notes which are uncertificated, and in each case not more than 30 (thirty) Days prior to the PR Debt Instruments called date fixed for redemption (together with such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by Individual Certificates, a list of the serial numbers thereof) of such Redeemed Notes will be published in accordance with Condition 18 20 (Notices) not less than 15 days (fifteen) Days prior to the date fixed for redemption. The aggregate Nominal Amount of Redeemed Notes represented by Individual Certificates shall bear the same proportion to the aggregate Nominal Amount of all Redeemed Notes as the aggregate Nominal Amount of Individual Certificates outstanding bears to the aggregate Nominal Amount of the Notes Outstanding, in each case on the Selection Date, provided that such first mentioned Nominal Amount shall, if necessary, be rounded downwards to the nearest integral multiple of the Specified Denomination and the aggregate Nominal Amount of Redeemed Notes which are uncertificated shall be equal to the balance of the Redeemed Notes. No exchange of the relevant uncertificated Notes will be permitted during the period from and including the Selection Date to and including the date fixed for redemption pursuant to this sub-paragraph, and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 20 (Notices) at least 10 (ten) Days prior to the Selection Date. Holders of Redeemed Notes shall surrender the Individual Certificates, if any, representing the Notes in accordance with the provisions of the notice given to them by the Issuer as contemplated above. Where only a portion of the Notes represented by such Individual Certificates are redeemed, the Transfer Agent shall deliver new Individual Certificates to the Noteholders, as the case may be, in respect of the balance of the Notes.

Redemption at the Option of the Issuer. (a) The Notes are redeemable (1) at the option of the Issuer may in whole, or in part at only one time during the term hereof or (if this Condition 6.2 is specified 2) pursuant to the provisions of Section 12.3(d), at the Redemption Price on any Redemption Date and such redemption, unless deemed exercised hereunder, shall be exercised by delivery of an Issuer Order to the Trustee; provided, that (i) no Event of Default has occurred and remains uncured and (ii) except in the relevant Final Terms as being applicablecase of an Extraordinary Optional Redemption, the Redemption Date must be the first available Redemption Date for which the Trustee can give a proper Redemption Notice after receipt of such Issuer Order by the Trustee; provided, further, that any redemption in part pursuant to clause (1) having given at least 30 days but not more than 60 days’ notice (or such period as specified above is in an amount equal to 50% of the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 (which notice must comply with Note Principal Balance outstanding on the following paragraph Redemption Date and shall be irrevocableapplied pro rata among each of the Candie’s/Xxx Xxxxx Note Principal Balance, the Rampage Note Principal Balance and the Xxxx Note Principal Balance of each Note; provided, further, that any redemption in part pursuant to clause (1) above with respect to all or part of the Xxxx Note Principal Balance prior to the Xxxx Recalculation Date shall be governed by the terms of Section 10.1(b) below; and subject provided, further, that any redemption pursuant to satisfaction clause (2) above with respect to any Asset relating to (i) the Primary Xxxx CANDIES or XXX XXXXX, (ii) the Primary Xxxx RAMPAGE or (iii) the Primary Xxxx XXXX shall be applied in reduction of the Candie’s/Xxx Xxxxx Note Principal Balance, the Rampage Note Principal Balance or the Xxxx Note Principal Balance, respectively, of each Note. Note Principal Payments shall not constitute payments to redeem Notes and the reduction in the Note Principal Balance of any relevant conditions specified in Note with any such payment shall not be a redemption of such Note within the relevant Final Terms redeem all (but not, unless meaning and to the extent that the relevant Final Terms specify otherwise, some only) for any purposes of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption;this Indenture. (b) whether such Series is If, prior to be redeemed in whole or in part only and, if in part onlythe Xxxx Recalculation Date, the aggregate nominal amount Issuer elects on a Redemption Date to prepay all or part of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption andXxxx Note Principal Balance, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of by making a partial redemption of PR Debt Instrumentsthe Notes, it shall pay a Redemption Price equal to the PR Debt Instruments portion of Xxxx Note Principal Balance being redeemed on such Redemption Date; provided, however, that if the Issuer elects to be redeemed will be selected by the I&P Agent or in the case of make a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice partial prepayment of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days Xxxx Note Principal Balance prior to the date fixed for redemptionXxxx Recalculation Date, a subsequent prepayment of the Xxxx Note Principal Balance must be in full. No Redemption Premium shall be payable in connection with the redemption described in this clause.

Redemption at the Option of the Issuer. The Issuer may (if this Condition 6.2 is specified in the relevant Final Terms as being applicable) having given at least 30 days but not more than 60 days’ notice (or such period as specified in the relevant Final Terms) to PR Debt Instrument Holders in accordance with Condition 18 (which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specify: (a) The Issuer may‌ optionally redeem the Series of PR Debt Instruments subject Outstanding Notes, in whole or in part, at any time prior to redemption;November 30, 2037, at a price equal to (i) the Redemption Price plus (ii) the applicable Make-Whole Premium. At any time on or after November 30, 2037, the Issuer may, at its option, redeem, in whole or in part, the outstanding Notes under this Indenture at a price equal to the Redemption Price. (b) whether If, at any time, as a result of any (i) change in, or amendment to, the tax laws or regulations or the interpretation thereof of any Relevant Jurisdiction, or any execution of or amendment to any treaty or treaties affecting withholding taxation to which any Relevant Jurisdiction is a party, or as a result of a change in the application or interpretation of such Series is laws, or regulations or treaty, or a revocation or change of the ruling issued to the Issuer by the Israeli Tax Authorities on May 10, 2018 (the “Ruling”) other than a revocation as a result of the Issuer’s failure to comply with the terms of the Ruling, or (ii) involuntary delisting of the Notes from TACT Institutional other than as a result of any act or failure to act of the Issuer, which change or amendment, execution, revocation or delisting becomes effective after the Closing Date, (1) the Issuer has or will on the next succeeding Scheduled Payment Date become obligated to pay any Additional Amounts on the Notes and (2) the payment of such Additional Amounts cannot be redeemed avoided by the use of any reasonable measures available to the Issuer, then the Issuer may, at its option, redeem the Notes in whole or (but not in part only and, if in part only, part) at a price equal to the aggregate nominal amount Redemption Price (but without payment of the PR Debt Instruments of the relevant Series which are to be redeemed;any Make-Whole Premium).‌ (c) If the due date for redemption; Issuer elects to redeem the Notes pursuant to this Section 3.1 (d) Redemption at the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemed; and (e) whether or not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice Option of the PR Debt Instruments called for redemption (together with Issuer), it shall deliver to the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 Trustee, at least 10 days prior to the date upon which notice of redemption is required to be given to the Holders pursuant to Section 3.3 (Notice of Redemption) (unless a shorter notice period shall be satisfactory to the Trustee determined in its sole discretion), an Officers’ Certificate specifying the Redemption Date upon which such redemption shall occur and, in the case of optional redemption in part, the principal amount of Notes to be redeemed. (d) A notice of redemption may provide that it is subject to the occurrence of any event before the date fixed for redemptionsuch redemption as described in such notice (“Conditional Redemption”), and such notice of Conditional Redemption shall not require the Issuer to redeem the Notes unless all such conditions to the redemption have occurred on or before such date or have been waived by the Issuer in its sole discretion.

Redemption at the Option of the Issuer. The If Issuer may (if this Condition 6.2 Call is specified in the relevant Final Terms as being applicable, the Notes may be redeemed at the option of the Issuer (but subject, in the case of Unsubordinated MREL Notes and Senior Non-Preferred Notes, to Condition 11.13 (Conditions to Substitution, Variation, Early Redemption, Purchase and Modification of Unsubordinated MREL Notes and Senior Non-Preferred Notes) having given at least 30 days but not more than 60 days’ notice and, in the case of Subordinated Notes, to Condition 11.14 (or such period as Conditions to Substitution, Variation, Early Redemption, Purchase and Modification of Subordinated Notes)) in whole or, if so specified in the relevant Final Terms, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) plus accrued interest (if any) to PR Debt Instrument Holders in accordance with Condition 18 (which but excluding) such date on the Issuer giving not less than the minimum period nor more than the maximum period of notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that Noteholders (which notice shall, subject to Condition 11.13 (Conditions to Substitution, Variation, Early Redemption, Purchase and Modification of Unsubordinated MREL Notes and Senior Non-Preferred Notes) and Condition 11.14 (Conditions to Substitution, Variation, Early Redemption, Purchase and Modification of Subordinated Notes), if applicable, be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”Date (Call) at their early redemption amount (call) (“Early the Optional Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with plus accrued interest (if any) thereonto (but excluding) such date. The notice referred to Optional Redemption Amount (Call) will either be the specified percentage of the principal amount of the Notes stated in the preceding paragraph shall specify:relevant Final Terms or, if Make-whole Amount is specified in the relevant Final Terms, will be an amount equal to the higher of the following (the Make-Whole Amount), together with interest accrued to but excluding the Optional Redemption Date (Call): (a) the Series of PR Debt Instruments subject to redemption; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal principal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are Notes to be redeemed; and (eb) whether or not accrued the sum of the then current values of the remaining scheduled payments of principal and interest is on the Notes to be paid upon redemption andredeemed, up to but not including the scheduled Maturity Date, discounted to the Optional Redemption Date (Call) on an annual basis (based on the actual number of days elapsed divided by 365 or (in the case of a leap year) by 366) at the Reference Bond Rate (as defined below) plus the Redemption Margin (if so, the amount thereof or the basis or method of calculation thereof, all as any) specified in the relevant Final Terms. In the , in each case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected as determined by the I&P Agent or in the case of a Tranche represented wholly by Registered PR Debt Instruments, the Registrar, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior to the date fixed for redemptionIssuer.

Redemption at the Option of the Issuer. The Notes may be redeemed at the option of the Issuer may (if this Condition 6.2 is specified in at their Early Redemption Amount on the relevant Final Terms as being applicabledate fixed for redemption (the “Optional Redemption Date”): (i) having in whole or in part, at any time from and including 1 February 2008 to but excluding the Maturity Date, provided that the Value of the Exchange Property on each of the 20 consecutive Trading Days the last day of which period occurs no more than five Trading Days immediately prior to the date on which the relevant notice of redemption is given by the Issuer to the Noteholders shall have exceeded 130 per cent. of the aggregate Early Redemption Amount of the Notes outstanding on such Trading Day (excluding for this purpose the face value of any Notes in respect of which Exchange Rights have been exercised by a Noteholder but the Exchange Property (or any cash payment in respect thereof) has not yet been delivered and excluding from the Exchange Property such undelivered (or unpaid) Exchange Property); or (ii) in whole only, at least any time if prior to the date on which the relevant notice of redemption is given by the Issuer less than 10 per cent. in aggregate face value of the Notes originally issued is outstanding. In order to exercise such option the Issuer shall give not less than 30 days but not nor more than 60 days’ notice (or such period as specified in the relevant Final Termsan “Optional Redemption Notice”) to PR Debt Instrument Holders in accordance with Condition 18 the Noteholders (which notice must comply with the following paragraph shall be irrevocable and shall be irrevocable) and subject oblige the Issuer to satisfaction of any relevant conditions specified in redeem the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) Notes at their early redemption amount (call) (“Early Redemption Amount on the Optional Redemption Date specified in such notice). The “Value” of the Exchange Property on any day shall be the aggregate of: (Call)”1) (the value of publicly traded Securities included in the Exchange Property, which shall be their outstanding nominal amount or deemed to be the Current Market Price of such Securities on such day, provided that if such day is not a percentage Trading Day then the value of their outstanding nominal amount as specified in such publicly traded Securities shall be the Final Terms) together with accrued interest Current Market Price on the immediately preceding Trading Day, converted (if anynecessary) thereon. The notice referred to in into U.S. dollars at the preceding paragraph shall specify: (a) the Series of PR Debt Instruments subject to redemption; (b) whether Screen Rate on such Series is to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemed; (c) the due date for redemption; (d) the Early Redemption Amount (Call) at which such PR Debt Instruments are to be redeemedday; and (e2) whether or the value of all other assets and of publicly traded Securities for which a value cannot accrued interest is be determined pursuant to (1) above included in the Exchange Property, which shall be deemed to be paid upon redemption and, the value on such day (converted (if so, the amount thereof or the basis or method of calculation thereof, all necessary) into U.S. dollars as specified in the relevant Final Terms. In the case of a partial redemption of PR Debt Instruments, the PR Debt Instruments to be redeemed will be selected aforesaid) as certified by the I&P Agent or an independent investment bank (in the case of Securities) or independent appraiser (in the case of other assets (other than cash)) of international repute selected by the Issuer and approved by the Trustee; and (3) the value of cash shall be deemed to be the amount thereof (converted (if necessary) into U.S. dollars as aforesaid), provided that if on any day any such publicly traded Securities are quoted on the Relevant Exchange or, as the case may be, such stock exchange or other Securities market as aforesaid cum any dividend or other entitlement, or any assets or publicly traded Securities the Value of which is to be determined pursuant to (2) above have the benefit of, or are entitled to, or carry the right to, any dividend or other entitlement, in any such case which a Tranche represented wholly Noteholder would not be entitled to pursuant to these Conditions on exercising Exchange Rights on the last day permitted pursuant to these Conditions, then the Value of any such assets or publicly traded Securities on such day shall be reduced by Registered PR Debt Instrumentsan amount equal to the gross amount of any such dividend or other cash entitlement or, as the case may be, the Registrar, and notice Value (as determined by an independent investment bank as aforesaid) of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less any entitlement or dividend where that is other than 15 days prior to the date fixed for redemptioncash.

Redemption at the Option of the Issuer. The Bonds may be redeemed at the option of the Issuer may at their relevant Early Redemption Amount (if this Condition 6.2 is specified as defined below) in whole or in part together with accrued but unpaid interest to the relevant Final Terms as being applicabledate of redemption at any time from (and including) having given at least the date falling 30 days after the Closing Date to (but excluding) the Maturity Date (any such date shall hereinafter referred to as an Issuer Optional Redemption Date). In order to exercise such option the Issuer shall give not less than 30 days nor more than 60 days’ notice (or such period as specified in the relevant Final Termsan Issuer Optional Redemption Notice) to PR Debt Instrument Holders in accordance with Condition 18 (the Bondholders, the Trustee and the Paying Agent, which notice must comply with the following paragraph and shall be irrevocable) and subject to satisfaction of any relevant conditions specified in the relevant Final Terms redeem all (but not, unless and to the extent that the relevant Final Terms specify otherwise, some only) of the PR Debt Instruments on the date specified in the Final Terms (“Optional Redemption Date”) at their early redemption amount (call) (“Early Redemption Amount (Call)”) (which shall be their outstanding nominal amount or a percentage of their outstanding nominal amount as specified in the Final Terms) together with accrued interest (if any) thereon. The notice referred to in the preceding paragraph shall specifyshall: (a) the Series of PR Debt Instruments subject to redemptionbe irrevocable; (b) whether such Series is to be redeemed in whole or in part only and, if in part only, specify the aggregate nominal amount of the PR Debt Instruments of the relevant Series which are to be redeemedIssuer Optional Redemption Date; (c) in the due date for case of a partial redemption;, the percentage of the total outstanding principal amount of the Bonds to be redeemed (the Relevant Percentage); and (d) shall oblige the Issuer to redeem the Bonds at the Early Redemption Amount together with accrued but unpaid interest on the Issuer Optional Redemption Date specified in such notice, provided that: (Calli) at which on any Issuer Optional Redemption Date the Issuer shall issue to the holder of each Bond a warrant instrument in the form set out in Schedule 4 in respect of each Bond and, for the avoidance of doubt, a Bondholder holding such PR Debt Instruments are number of Bonds so redeemed by the Issuer on such Issuer Optional Redemption Date shall be entitled to be redeemedreceive an equivalent number of warrants in the form set out in Schedule 4; and (eii) whether the Issuer may not issue such notice or designate an Issuer Optional Redemption Date unless the proposed redemption relates to Bonds the total principal amount of which (after being rounded down pursuant to the next sentence) is not accrued interest is to be paid upon redemption and, if so, the amount thereof or the basis or method of calculation thereof, all as specified in the relevant Final Termsless than US$50,000,000. In the case of a partial redemption of PR Debt Instrumentsthe Bonds, the PR Debt Instruments number of Bonds held by each Bondholder to be redeemed will shall be selected determined by multiplying: (a) the I&P Agent or in total number of Bonds held by such Bondholder; by (b) the case of a Tranche represented wholly by Registered PR Debt Instruments, the RegistrarRelevant Percentage, and notice of the PR Debt Instruments called for redemption (together with the serial numbers thereof) will be published in accordance with Condition 18 not less than 15 days prior rounding such number down to the date fixed for redemptionnearest integer.