exv10w9






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.



Exhibit 10.9




FACILITY AGREEMENT



Made on July 13, 2010



Between












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


(i)


TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	 	 	 
	 	 	 	 
	1.	 	Interpretation
	 	 	1	 
	 	 	 
	 	 	 	 
	1.1.	 	Definitions
	 	 	1	 
	1.2.	 	Headings
	 	 	33	 
	1.3.	 	Construction of Certain Terms
	 	 	33	 
	 	 	 
	 	 	 	 
	2.	 	The Facilities
	 	 	35	 
	 	 	 
	 	 	 	 
	2.1.	 	Grant of the Facilities
	 	 	35	 
	2.2.	 	Purpose
	 	 	36	 
	2.3.	 	Cancellation of Current Facility
	 	 	36	 
	2.4.	 	Drawings under the Facilities
	 	 	36	 
	2.5.	 	Amount of Facilities
	 	 	37	 
	 	 	 
	 	 	 	 
	3.	 	Conditions Precedent
	 	 	37	 
	 	 	 
	 	 	 	 
	3.1.	 	Documentary Conditions Precedent
	 	 	37	 
	3.2.	 	Further Conditions Precedent
	 	 	37	 
	 	 	 
	 	 	 	 
	4.	 	Relationship To Standard Forms
	 	 	39	 
	 	 	 
	 	 	 	 
	4.1.	 	Provisions of Standard Forms
	 	 	39	 
	4.2.	 	Primacy of the Finance Documents
	 	 	39	 
	 	 	 
	 	 	 	 
	5.	 	Drawdown And Repayment
	 	 	39	 
	 	 	 
	 	 	 	 
	5.1.	 	On-Call Advances
	 	 	39	 
	5.2.	 	Foreign Currency Revolving Credit Facilities
	 	 	41	 
	5.3.	 	Loans
	 	 	42	 
	5.4.	 	General
	 	 	43	 
	 	 	 
	 	 	 	 
	6.	 	Interest
	 	 	43	 
	 	 	 
	 	 	 	 
	6.1.	 	On-Call Advances
	 	 	43	 
	6.2.	 	Debit Balances of Foreign Currency in the Borrower Account
	 	 	44	 
	6.3.	 	Loans
	 	 	46	 
	6.4.	 	Variation of Margin
	 	 	47	 
	6.5.	 	Default Interest
	 	 	48	 
	6.6.	 	Currency and Amount of Payment
	 	 	48	 
	 	 	 
	 	 	 	 
	7.	 	Taxes
	 	 	48	 
	 	 	 
	 	 	 	 
	7.1.	 	Payments to be made free of Tax
	 	 	48	 
	7.2.	 	Payments subject to Tax
	 	 	49	 
	7.2A.	 	Notification of Taxes
	 	 	49	 
	7.2B.	 	Payment and Submission of Receipt

	 	 	49	 
	7.3.	 	Tax Saving
	 	 	50	 
	7.4.	 	VAT
	 	 	50	 
	 	 	 
	 	 	 	 
	8.	 	Application Of Payments
	 	 	50	 
	 	 	 
	 	 	 	 
	8.1.	 	Application
	 	 	50	 
	8.2.	 	Realisation of Collateral
	 	 	51	 
	8.3.	 	Currency Conversion
	 	 	52	 
	 	 	 
	 	 	 	 
	9.	 	Collateral
	 	 	52	 
	 	 	 
	 	 	 	 
	9.1.	 	Provision of Collateral
	 	 	52	 
	9.2.	 	Continuing Collateral
	 	 	52	 
	9.3.	 	General
	 	 	53	 











 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(ii)


TABLE OF CONTENTS

(continued)






	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	 	 	 
	 	 	 	 
	9.4.	 	Bills
	 	 	53	 
	9.5.	 	Entitlement to Withdraw Dividend
	 	 	53	 
	9.6.	 	Entitlement to Release All Collateral
	 	 	54	 
	9.7.	 	Termination of Guarantees and Liabilities; Transfer of
Securities between Guarantors
	 	 	54	 
	9.8.	 	Security Interests to secure Secured Obligations only
	 	 	54	 
	9.9.	 	Creation of Floating Charges by Non-Israeli Companies
	 	 	55	 
	9.10.	 	Further Collateral
	 	 	55	 
	 	 	 
	 	 	 	 
	10.	 	Financial Ratios
	 	 	55	 
	 	 	 
	 	 	 	 
	11.	 	Lender’s Rights
	 	 	58	 
	 	 	 
	 	 	 	 
	11.1.	 	Rights Granted to Lender
	 	 	58	 
	11.2.	 	Set-Off
	 	 	59	 
	11.3.	 	Debit or Credit of Accounts
	 	 	59	 
	 	 	 
	 	 	 	 
	12.	 	Substitute Interest Rates
	 	 	60	 
	 	 	 
	 	 	 	 
	13.	 	Commissions, Expenses And Fees
	 	 	61	 
	 	 	 
	 	 	 	 
	13.1.	 	Commissions, Expenses and Fees Payable to the Lender
	 	 	61	 
	13.2.	 	Commitment Fee
	 	 	61	 
	13.3.	 	Signing Fee
	 	 	61	 
	13.4.	 	Upfront Fee
	 	 	62	 
	13.5.	 	Fees Non-Refundable
	 	 	62	 
	13.6.	 	Legal and Other Costs
	 	 	62	 
	13.7.	 	Registration or Other Like Duties or Taxes
	 	 	63	 
	13.8.	 	Currency for Payment
	 	 	63	 
	13.9.	 	General
	 	 	63	 
	13.10.	 	Fee for Registration of a Transaction in the Borrower Account
	 	 	63	 
	13.11.	 	Breakage Cost
	 	 	64	 
	 	 	 
	 	 	 	 
	14.	 	Illegality
	 	 	64	 
	 	 	 
	 	 	 	 
	15.	 	Representations And Warranties
	 	 	65	 
	 	 	 
	 	 	 	 
	15.1.	 	General
	 	 	65	 
	15.2.	 	Status
	 	 	65	 
	15.3.	 	Legal Validity
	 	 	66	 
	15.4.	 	Non-Conflict
	 	 	67	 
	15.5.	 	No Default
	 	 	69	 
	15.6.	 	Consents
	 	 	69	 
	15.7.	 	The Pledged Shares
	 	 	69	 
	15.8.	 	Share Capital
	 	 	70	 
	15.9.	 	Contracts; No Defaults; Articles of Association
	 	 	71	 
	15.10.	 	No Immunity
	 	 	72	 
	15.11.	 	No Other Representations or Warranties
	 	 	72	 
	15.12.	 	Repetition
	 	 	72	 
	 	 	 
	 	 	 	 
	16.	 	Undertakings
	 	 	73	 
	 	 	 
	 	 	 	 
	16.1.	 	Financial Statements
	 	 	73	 
	16.2.	 	Financial and Other Information
	 	 	76	 
	16.3.	 	Negative Pledge
	 	 	76	 
	16.4.	 	Non-Disposal
	 	 	77	 
	16.5.	 	Notification of Default
	 	 	77	 












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(iii)

TABLE OF CONTENTS

(continued)





	 	 	 	 	 	 	 
	CLAUSE NO.	 	 	PAGE	 
	 
	 	 	 
	 	 	 	 
	16.6.	 	Additional Documents and Further Actions
	 	 	77	 
	16.7.	 	Preferred Shares
	 	 	77	 
	 	 	 
	 	 	 	 
	17.	 	Default
	 	 	78	 
	 	 	 
	 	 	 	 
	17.1.	 	Events of Default
	 	 	78	 
	17.2.	 	Non-Payment
	 	 	78	 
	17.3.	 	Breach of Obligations
	 	 	78	 
	17.4.	 	Misrepresentation/Breach of Warranty
	 	 	79	 
	17.5.	 	Financial Covenants
	 	 	79	 
	17.6.	 	Invalidity
	 	 	79	 
	17.7.	 	Reorganisation or Merger
	 	 	80	 
	17.8.	 	Receivership; Winding-Up; Attachment
	 	 	80	 
	17.9.	 	Alteration to FCR’s Articles of Association
	 	 	81	 
	17.10.	 	Cessation of Trading
	 	 	82	 
	17.11.	 	Cessation or Change of Business
	 	 	82	 
	17.12.	 	Illegality
	 	 	82	 
	17.13.	 	Change of Control
	 	 	82	 
	17.14.	 	Organisational Documents
	 	 	82	 
	17.15.	 	Cross Default
	 	 	82	 
	17.16.	 	Acceleration
	 	 	83	 
	17.17.	 	Total Outstandings Due on Demand
	 	 	83	 
	17.18.	 	Indemnity
	 	 	84	 
	17.19.	 	Remedies
	 	 	84	 
	 	 	 
	 	 	 	 
	18.	 	Assignments And Transfers
	 	 	84	 
	 	 	 
	 	 	 	 
	18.1.	 	Binding Agreement
	 	 	84	 
	18.2.	 	No Assignments and Transfers by the Borrower
	 	 	84	 
	18.3.	 	Assignments and Transfers by the Lender
	 	 	85	 
	18.4.	 	Cooperation by the Borrower
	 	 	85	 
	18.5.	 	Disclosure of Information
	 	 	85	 
	18.6.	 	Data Protection
	 	 	86	 
	 	 	 
	 	 	 	 
	19.	 	Remedies And Waivers
	 	 	86	 
	 	 	 
	 	 	 	 
	20.	 	Amendments
	 	 	87	 
	 	 	 
	 	 	 	 
	21.	 	Counterparts
	 	 	87	 
	 	 	 
	 	 	 	 
	22.	 	Governing Law And Jurisdiction
	 	 	87	 
	 	 	 
	 	 	 	 
	23.	 	Entire Agreement
	 	 	87	 
	 	 	 
	 	 	 	 
	24.	 	Notices
	 	 	87	 
	 	 	 
	 	 	 	 
	24.1.	 	Notices in Writing
	 	 	87	 
	24.2.	 	Addresses
	 	 	87	 
	 	 	 
	 	 	 	 
	25.	 	Survival
	 	 	88	 
	 	 	 
	 	 	 	 
	26.	 	Construction
	 	 	88	 
	 	 	 
	 	 	 	 
	27.	 	Severability
	 	 	88	 
	 	 	 
	 	 	 	 
	27.1.	 	Validity or Enforceability of Finance Documents Not to be Affected
	 	 	88	 
	27.2.	 	Waiver of Provisions to Ensure Validity of Finance Documents
	 	 	89	 
	27.3.	 	Modification of Provisions to Ensure Compliance with Applicable Law
	 	 	89	 












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(iv)


TABLE OF CONTENTS

(continued)





	 	 	 
	SCHEDULES	 	DESCRIPTION
	 
	 
	 	 
	Schedule 1.1.9(A)

	 	Form of Borrower’s Ontario Pledge
	 
	 	 
	Schedule 1.1.9(B)

	 	List of pledged preferred shares in Gazit Canada and Gazit 2003
	 
	 	 
	Schedule 1.1.22(A) 

	 	Form of Drawdown Request in respect of On-Call Advances
	 
	 	 
	Schedule 1.1.22(B)

	 	Form of Drawdown Request in respect of Loans
	 
	 	 
	Schedule 1.1.22(C)

	 	Form of Drawdown Request in respect of Foreign Currency Revolving Credit Facility
	 
	 	 
	Schedule 1.1.30

	 	Copy of Standard Forms with respect to the Borrower Account
	 
	 	 
	Schedule 1.1.37

	 	Form of Gazit 2003 Israeli Pledge 
	 
	 	 
	Schedule 1.1.38

	 	Form of Gazit 2003 Ontario Guarantee
	 
	 	 
	Schedule 1.1.39

	 	Form of Gazit 2003 Ontario Pledge
	 
	 	 
	Schedule 1.1.44

	 	Form of Gazit Canada Israeli Pledge 
	 
	 	 
	Schedule 1.1.45

	 	Form of Gazit Canada Ontario Guarantee
	 
	 	 
	Schedule 1.1.46

	 	Form of Gazit Canada Ontario Pledge
	 
	 	 
	Schedule 3.1

	 	Documentary Conditions Precedent
	 
	 	 
	Schedule 15.4

	 	Copy of shareholders’ agreement relating to FCR
	 
	 	 
	Schedule 15.9

	 	Articles of Amalgamation of FCR
	 
	 	 
	Schedule 16.1

	 	Form of certificate to be signed by a Responsible Officer detailing the computation of
each of the financial ratios
	 
	 	 
	Schedule 18.5

	 	Form of non-disclosure undertaking












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 



	 	 	THIS FACILITY AGREEMENT (“this Agreement”) is made on the 13th day
of July, 2010,
	 
	 	 	BETWEEN:






	 	(1)	 	GAZIT—GLOBE LIMITED, a company incorporated under the laws
of the State of Israel (company number 52—003323—4), having its
registered office at 1 Derech Hashalom, Tel-Aviv, Israel (“the
Borrower”)






	 	 	AND






	 	(2)	 	BANK HAPOALIM B.M., a banking corporation incorporated in
the State of Israel, in its capacity as Lender





	 	 	 

	WHEREAS:

	 	the Borrower has requested and/or will request the Lender to
make available to the Borrower (through the Borrower Account)
credit facilities, all as set out in this Agreement below,
and the Lender has agreed to grant such credit facilities,
all subject to the conditions precedent and other terms and
conditions set out in this Agreement below;
	 
	 	 
	AND WHEREAS:

	 	Gazit Canada (a wholly-owned Subsidiary of the Borrower) has
requested the Lender to make available to Gazit Canada credit
facilities, all as set out in the Gazit Canada Facility
Agreement (as defined below) and the Lender has agreed to
grant such credit facilities, all subject to the conditions
precedent and other terms and conditions set out in the Gazit
Canada Facility Agreement,






NOW, THEREFORE, IT IS HEREBY AGREED as follows:




1. INTERPRETATION





	1.1.	 	Definitions
	 
	 	 	In this Agreement, including the preamble and the Schedules
hereto, the following terms shall have the meanings set out
opposite them below:





	 	 	 	 	 	 	 

	1.1.1.

	 	“Alony Hetz”
	 	—
	 	means Alony-Hetz
Properties and Investments
Ltd. or any entity
controlled by such a
company;
	 
	 	 	 	 	 	 
	1.1.2.

	 	“Applicable
Accounting Principles”
	 	—
	 	means, in relation to: (a)
the Borrower, the
accounting principles and
practices












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 2 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	generally accepted in Israel for public
companies (currently IFRS); and (b) FCR and the
Guarantors, the generally accepted accounting
principles and practices in Ontario, Canada,
for public companies (which, commencing from
any Financial Year ending on or after January
1, 2011, shall be IFRS);
	 
	 	 	 	 	 	 
	1.1.3.

	 	“Auditors”
	 	—	 	means, with respect to the
Borrower, Ernst & Young (Israel),
or another leading firm of
independent auditors affiliated to
one of the big 4 (four)
internationally recognised firms
of auditors;
	 
	 	 	 	 	 	 
	1.1.4.

	 	“Bank Hapoalim”
	 	—	 	means Bank Hapoalim B.M., a
banking corporation incorporated
under the laws of Israel,
including each of its branches and
offices in Israel, irrespective of
whether presently existing or
whether to be opened in the
future;
	 
	 	 	 	 	 	 
	1.1.5.

	 	“Borrower”
	 	—	 	means Gazit-Globe Limited, a
company incorporated under the
laws of Israel (company number
52—003323—4);
	 
	 	 	 	 	 	 
	1.1.6.

	 	“Borrower Account”
	 	—	 	means account number [***] at Bank
Hapoalim, Central Branch (no.
600), in the name of the Borrower:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  from which account any On-Call Advance or
Loan shall be drawn down pursuant to this
Agreement;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  in which account Foreign Currency
Revolving Credit Facilities shall be made
available; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  to which account:

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)   all repayments and prepayments (if
any) of any On-Call Advance or Loan
and interest accrued thereon) shall
be made; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)  any other payments payable to the
Lender under any Finance Document
shall be made;













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 3 -


	 	 	 	 	 	 	 

	1.1.7.

	 	“Borrower’s	 	 	 	 
	 

	 	Israeli Debenture”
	 	—
	 	means the pledge agreement,
governed by Israeli law, in a
form to be agreed by the
Lender and the Borrower
before, and to be executed on
or before, Financial Close
between the Borrower and the
Lender, pursuant to which and
subject to terms and
conditions thereof, the
Borrower shall grant to the
Lender, as part of the
security for the Secured
Obligations and the Gazit
Canada Secured Obligations,
inter alia, a first-ranking
pledge and charge in respect
of all rights relating to the
Borrower Account, including
all the moneys therein and
the debt represented thereby;
	 
	 	 	 	 	 	 
	1.1.8.

	 	“Borrower’s Knowledge”
	 	—
	 	the Borrower shall be deemed
to have knowledge of a
particular fact or matter
with respect to any
representations and/or
warranties relating to any
person, matter or thing, if
any person who is serving as
an officer or director of the
Borrower has, or at any time
had, actual knowledge of such
fact or matter;
	 
	 	 	 	 	 	 
	1.1.9.

	 	“Borrower’s
Ontario Pledge”
	 	—
	 	means the pledge agreement,
governed by Ontario law, in
the form of Schedule 1.1.9(A)
hereto, to be executed
between the Borrower and the
Lender, pursuant to which the
Borrower shall grant to the
Lender, as part of the
security for the Secured
Obligations and the Gazit
Canada Secured Obligations,
inter alia, a first-ranking
pledge and charge over those
preferred shares in Gazit
Canada and Gazit 2003 as
listed in Schedule 1.1.9(B)
hereto (“the Pledged
Preferred Shares”) and all
Related Rights thereto;
	 
	 	 	 	 	 	 
	1.1.10.

	 	“Borrower’s Rating”
	 	—
	 	means the rating of the
Borrower or of any series of
debentures issued by the
Borrower by Standard & Poor’s
Maalot Ltd. (or the
equivalent rating by another
reputable company, all in
accordance with the lowest
rating in the event of more
than one rating);
	 
	 	 	 	 	 	 
	1.1.11.

	 	“Borrower’s Share”
	 	—
	 	means, at any time, the
percentage of the means of
control of FCR at such time
represented by the Pledged
FCR Shares;












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 4 -


	 	 	 	 	 	 	 

	1.1.12.

	 	“Business Day”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  with respect to payment, purchase or any
other transaction in, or performance of
calculations in, sums denominated in US
Dollars, Canadian Dollars, NIS, or any
Other Available Currency as applicable, a
day, other than Saturday, on which: (i)
Bank Hapoalim is open for trading in US
Dollars, Canadian Dollars, NIS or such
Other Available Currency, as applicable;
and (ii) in the case of any currency other
than NIS, also on which banks are open for
trading in such currency in the principal
financial centre of the country of such
currency;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  with respect to payment, purchase or any
other transaction in, or performance of
calculations in, sums denominated in Euro,
a day, other than Saturday or Sunday, on
which Bank Hapoalim is open for trading in
Euro and the Trans-European automated
Real-Time Gross Settlement Express transit
payment system (or any successor
settlement system as determined by Bank
Hapoalim) is open for settlement of
payments in Euro; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  in all other cases, a day (other than
Friday or any other Israeli Non-Banking
Day) on which the corporate division of
Bank Hapoalim is open for business.
“Israeli Non-Banking Day” shall mean any
of the following days: Saturday, a public
holiday in Israel, the 2 (two) days of New
Year (Rosh Hashana), the Day of Atonement
(Yom Kippur) and the day before the Day of
Atonement, the first day of the
Tabernacles (Succot), the eighth day of
Tabernacles (Shmini Azeret), Purim, the
first and seventh days of Passover
(Pesach), Israel’s Independence Day, the
day of Pentecost (Shavuot), the Ninth of
Av and any day determined by the













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


- 5 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	       Israeli Examiner of Banks or by law as a
day on which banks in Israel do not carry
on business;

	 
	 	 	 	 	 	 
	1.1.13.

	 	“Change in Control”
	 	—
	 	(a) of the Borrower, means—after the date hereof, if there is a
change in control of the Borrower, such that Chaim Katzman directly or indirectly (including
through entities controlled by him) does not control the Borrower, except if Dori Segal
directly or indirectly (including through entities controlled by him) controls the Borrower;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  of FCR, means—if, after the date hereof,
at any time, for any reason:

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)   the Borrower, directly or
indirectly (including through
entities controlled by it), does not
control FCR. Without derogating
from the generality of the
aforegoing, the Borrower shall be
deemed not to control FCR in the
event that any shareholder
resolution of FCR is adopted
notwithstanding the Borrower or any
or both of the Guarantors voting
against such resolution; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)  the Pledged FCR Shares shall
represent less than 34% (thirty-four
percent) of any of the means of
control of FCR; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)  any person other than the Borrower
controls FCR within the meaning of
“control” as defined in the Bank
(Licensing) Law, 5741-1981; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iv)  the Borrower (directly or through
any subsidiary of the Borrower) does
not approve the majority of the
directors elected to the board of
directors of FCR at any time; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 (v)  any person or persons acting in concert (other than the











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


- 6 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	       Borrower or Subsidiaries of the
Borrower) shall hold any means of
control of FCR in excess of the
Determining Percentage. “The
Determining Percentage”  shall mean: (1) the percentage of such means of
control of FCR represented by the
Pledged FCR Shares at such time;
less (2) 10% (ten percent). By way
of illustration only, in the event
that (1) is 34% (thirty-four
percent), the Determining
Percentage shall be 24%
(twenty-four percent); or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(vi)  any person or persons acting in
concert (other than the Borrower or
Subsidiaries of the Borrower) (any
such person or persons acting in
concert, “a Relevant Person”) shall
hold, at such time, any means of
control in FCR, which, together with
the aggregate of such means of
control into which the aggregate
number of Non-Gazit Securities are
convertible, exceeds the sum of: (1)
the number of such means of control
represented by the Pledged FCR
Shares; (2) the number of FCR Shares
into which any FCR Eligible
Debentures (as defined in clause
9.10 below) then pledged under the
Security Documents are convertible;
and (3) the number of such means of
control represented by Alony Hetz
Shares. For the purposes of the
aforegoing: (A) “Non-Gazit
Securities” shall mean Securities of
FCR held by persons other than the
Borrower or a Subsidiary of the
Borrower, which Securities are
convertible into shares of FCR, but
excluding employee












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	 	 	 	 	 	      stock options; (B) “Alony Hetz
Shares” shall mean those shares
held by Alony Hetz in respect of
which Alony Hetz has undertaken
to vote, with respect to the
election of the majority of the
board of directors of FCR, in
accordance with the instructions
of the Borrower and its
Subsidiaries at shareholders’
meetings of FCR in accordance
with a valid, binding and
effective shareholders’ agreement
between the Borrower and Alony
Hetz, which rights of the
Borrower in respect of voting as
aforesaid under such
shareholders’ agreement: (I) have
been duly and validly pledged in
favour of the Lender and are
transferable to the Lender and/or
to any acquirer from the Lender
of Pledged FCR Shares on
realisation of Pledged FCR
Shares; and (II) are not
terminable on such realisation;
and (C) a Relevant Person shall
be deemed to hold at any time
9.99% (nine point ninety-nine
percent) of the means of control
in FCR or, if higher, the highest
percentage of the means of
control in FCR at such time held
by a Relevant Person as published
on the website of the TSX or of
any relevant Governmental Body or
otherwise published by FCR, TSX
or any relevant Governmental Body
or otherwise reported in any
other document in the public
domain.

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	       The aforegoing provision of this
paragraph (vi) shall not
constitute a “Change in Control”
on any day (“the









 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	 	 	 	 	 	       Relevant Date”), provided that
the LTV for each of the 60
(sixty) preceding days, up to and
including such Relevant Date,
upon which the TSX is open for
business for trading in FCR
Shares, had been lower than 50%
(fifty percent); or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(vii)      the Pledged FCR Shares, as well as
the shares into which any FCR
Eligible Debentures (as defined in
clause 9.10 below) pledged under the
Security Documents are convertible
to, shall, at such time, represent
less than 27.5% (twenty-seven point
five percent) of any means of
control of FCR on a fully-diluted
basis (that is, assuming that all
Securities of FCR, including all
convertible debentures, have been
exercised, converted or exchanged
into FCR Shares at such time).

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	       The aforegoing provision of this
paragraph (vii) shall not
constitute a “Change in Control”
on any day (“the Relevant Date”),
provided that the LTV for each of
the 60 (sixty) preceding days, up
to and including such Relevant
Date, upon which the TSX is open
for business for trading in FCR
Shares, had been lower than 50%
(fifty percent);

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  of the Guarantors, means—if, after the
date hereof, for any reason:

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)   the Borrower, directly or
indirectly (including through
entities controlled by it), does not
control any Guarantor. Without
derogating from the









 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	 	 	 	 	 	       generality of the aforegoing, the
Borrower shall be deemed not to
control a Guarantor in the event
any shareholder resolution of the
Guarantor is adopted
notwithstanding the Borrower (or
any controlled entity through which
the Borrower controls such
Guarantor) voting against such
resolution; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii) 
 the Borrower (directly or
indirectly through wholly-owned
Subsidiaries of the Borrower) holds
less than 100% (one hundred percent)
of any of the means of control of
Gazit Canada; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)  the Borrower (directly or
indirectly through wholly-owned
Subsidiaries of the Borrower), holds
less than 51% (fifty-one percent) of
any of the means of control of any
Guarantor (other than Gazit Canada);
or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iv)  any person or persons acting in
concert other than the Borrower
(including through entities
controlled by it) controls any
Guarantor, within the meaning of
“control” as defined in the Bank
(Licensing) Law, 5741-1981;

	 
	 	 	 	 	 	 
	1.1.14.

	 	“Charged Accounts”
	 	—
	 	means the Borrower Account, the
Gazit Canada Charged Account and
the Gazit 2003 Charged Account
and “Charged Account” means any
of the aforegoing accounts;
	 
	 	 	 	 	 	 
	1.1.15.

	 	“Collateral”
	 	—
	 	means all assets, rights and
other personal property charged,
pledged or otherwise encumbered
under the Security Documents, as
well as the other collateral
referred to in clause 9 below,
and including:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  the Pledged FCR Shares and the
certificates representing the Pledged











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	 	 	 	 	 	       FCR Shares (if applicable), all Related
Rights thereto and all stock dividends,
cash dividends, payments, Securities and
property from time to time received,
receivable or otherwise distributed in
respect of, or in exchange for, any or
all of the Pledged FCR Shares;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  the Pledged Preferred Shares and all
Related Rights thereto and all stock
dividends, cash dividends, payments,
Securities and property from time to time
received, receivable or otherwise
distributed in respect of, or in exchange
for, any or all of such preferred shares;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  the Charged Accounts and all moneys and
securities deposits held therein or
credited thereto; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d)  all proceeds of any of the aforegoing

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(but, excluding only shares or other Securities
acquired by realisation of rights, warrants or
similar instruments, which shares or Securities
were acquired by the Borrower, Gazit Canada or
Gazit 2003 (including, through dividend
re-investment plans and similar rights offered
by FCR to its shareholders, or to which they
are entitled under applicable law in their
capacity as shareholders of FCR), in each case,
for cash;






	 	 	 	 	 	 	 

	1.1.16.

	 	“Companies Law”
	 	—
	 	means the Israeli Companies Law,
5759—1999;
	 
	 	 	 	 	 	 
	1.1.17.

	 	“Consent”
	 	—
	 	means any approval, consent,
permit, ratification, waiver,
licence, exemption, filing,
registration or authorisation
(including any Governmental
Authorisation);
	 
	 	 	 	 	 	 
	1.1.18.

	 	“Contract”
	 	—
	 	means any agreement, contract,
promise or undertaking that is
legally binding under the
applicable law governing such a
Contract;










 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


- 11 -


	 	 	 	 	 	 	 

	1.1.19.

	 	“Default”
	 	—
	 	means any Event of Default or any
event which, with the giving of
notice or lapse of time or the
making of any determination
hereunder or under the Gazit
Canada Facility Agreement, or the
satisfaction of any other
condition (or any combination
thereof), would constitute an
Event of Default;
	 
	 	 	 	 	 	 
	1.1.20.

	 	“Distribution”
	 	—
	 	means the declaration or payment
of any dividend, distribution,
interest or any other action
which constitutes a
“distribution” within the meaning
of such term in Section 1 of the
Companies Law or any similar
payment or action under any other
applicable law with respect to
any corporation whether
incorporated in Israel, Canada or
elsewhere (all, whether in cash,
in specie or otherwise) on or in
respect of any shares or other
Securities of any class, or any
undertaking to do any of the
aforegoing, and any payment (of
premium, coupons, interest or any
other amount other than
principal) under any Securities;
	 
	 	 	 	 	 	 
	1.1.21.

	 	“Drawdown Date”
	 	—
	 	means, with respect to any
On-Call Advance or Loan, the date
on which such On-Call Advance or
Loan is made and with respect to
any Foreign Currency Revolving
Credit Facility, the date on
which such Foreign Currency
Revolving Facility is made
available;
	 
	 	 	 	 	 	 
	1.1.22.

	 	“Drawdown Request”
	 	—
	 	means a notice in the form of
Schedule 1.1.22(A), (B) or (C)
hereto, duly delivered and
completed by the Borrower
pursuant to clauses 5.1.1 or
5.2.1 below;
	 
	 	 	 	 	 	 
	1.1.23.

	 	“EBITDA”
	 	—
	 	means, for any period, net income
of FCR for that period, adjusted
as follows:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  such net income shall be increased by (to
the extent, if any, such net income was
reduced by) the sum (without duplication)
for that period of: (i) interest expense;
(ii) income tax expense; (iii)
depreciation, amortization and other
reductions to income not involving an
outlay of cash; (iv) extraordinary or
unusual











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


- 12 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	       charges, to the extent the Lender agrees to their inclusion for this
purpose; (v) non-recurring charges to the
extent the Lender agrees to their
inclusion for this purpose; (vi) non-cash
expenses resulting from employee or
management compensation, including the
grant of stock options or capital stock
to employees and/or pursuant to long-
term incentive plans; (vii) losses
realised upon the disposal of capital
property; and (viii) foreign exchange
translation losses, to the extent the
Lender agrees to their inclusion for this
purpose; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  such net income shall be reduced by (to
the extent, if any, such net income
included) the sum (without duplication)
for that period of: (i) extraordinary or
unusual gains; (ii) non-recurring gains;
(iii) gains realized upon the disposal of
capital property; (iv) foreign exchange
translation gains; (v) amounts
attributable to minority equity
investments; and (vi) interest income;

	 
	 	 	 	 	 	 
	1.1.24.

	 	“Encumbrance”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  any mortgage, charge (whether fixed or
floating), pledge, lien, assignment,
security interest, title retention or
other encumbrance of any kind securing, or
any right conferring a priority of payment
in respect of, any obligation of any
person;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  any arrangement under which moneys or
claims to, or the benefit of, a bank or
other account, may be set-off or made
subject to a combination of accounts so as
to effect payments of sums owed or payable
to any person; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  any other type of preferential
arrangement having similar effect;










 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 13 -


	 	 	 	 	 	 	 

	1.1.25.

	 	“Event of Default”
	 	—
	 	means any of the events or
circumstances described in
clauses 17.2—17.15 below;
	 
	 	 	 	 	 	 
	1.1.26.

	 	“Facilities”
	 	—
	 	means, subject to fulfilment
of the conditions precedent in
clause 3 below, the credit
facilities granted to the
Borrower pursuant to clause
2.1 below;
	 
	 	 	 	 	 	 
	1.1.27.

	 	“FCR”
	 	—
	 	means First Capital Realty
Inc., a corporation duly
formed under the laws of the
province of Ontario, the
common shares of which are
listed for trading on the TSX;
	 
	 	 	 	 	 	 
	1.1.28.

	 	“FCR Shares”
	 	—
	 	means common shares in the
capital stock of FCR which are
listed for trading on the TSX;
	 
	 	 	 	 	 	 
	1.1.29.

	 	“Final Maturity Date”
	 	—
	 	means the date falling 3
(three) years after Financial
Close;
	 
	 	 	 	 	 	 
	1.1.30.

	 	“Finance Documents”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)  this Agreement;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  the Security Documents;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)  all standard forms, agreements or other
documents required by Bank Hapoalim and
consistent with Bank Hapoalim’s general
practice in order to provide the On-Call
Advances or Foreign Currency Revolving
Credit Facilities (including applications
to open accounts), as well as (if
applicable) forms as may be required by
other Lender for compliance with the
Israeli Prohibition on Money Laundering
Law, 5760—2000 or similar laws (“the
Standard Forms”), a copy of such Standard
Forms relating to the Borrower Account
being attached as Schedule 1.1.30 hereto;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d)  any other agreement or document executed
pursuant to any of the above or in
connection with any of the aforegoing; and













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 14 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	(e)  any other agreement or document which is
designated by the Lender, with the consent
of the Borrower, as a “Finance Document”;

	 
	 	 	 	 	 	 
	1.1.31.

	 	“Financial Close”
	 	—
	 	means the date on which the
conditions precedent in
clause 3 below have been
fulfilled;
	 
	 	 	 	 	 	 
	1.1.32.

	 	“Financial Indebtedness”
	 	—
	 	shall mean all current and
long-term liabilities to
banks, financial
institutions and debenture
holders or similar
creditors, (excluding, in
respect of FCR’s Financial
Indebtedness, any debt
Securities of FCR
convertible into FCR Shares
to the extent that and for
so long as FCR is entitled
and capable at its
discretion and
unconditionally (save for
conditions which have been
fulfilled) to pay such debt
Securities (including
principal and interest) by
way of the issue of FCR
Shares to the holders of
such debt Securities (any
such debt Securities,
“Hybrid Debt”)) and
provided that when
calculating any
indebtedness arising out of
any derivative transaction,
only the mark-to-market
value shall be taken into
account. In order for
Hybrid Debt to be excluded
from FCR’s Financial
Indebtedness for any
Quarter or Financial Year,
in accordance with this
clause 1.1.32, the Borrower
shall be required to have
first provided to the
Lender a certified copy of
all terms and conditions of
such Hybrid Debt, which
terms and conditions comply
with the conditions for
such exclusion under this
clause 1.1.32, and provide
to the Lender, together
with each certificate
referred to in clause
16.1.1.5 below: (a) an
officer’s certificate from
a Responsible Officer
confirming: (i) where the
terms and conditions of
such Hybrid Debt had been
previously provided to the
Lender pursuant to this
clause 1.1.32, that the
terms and conditions of
such Hybrid Debt have not
been amended, varied,
waived or otherwise changed
in any way, or, if
applicable, attaching a
copy of such terms and
conditions with any such
amendment, variation or
change clearly marked; (ii)
to the best of its
knowledge and belief (such
knowledge not to include,
any FCR












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 15 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Knowledge (as defined below)), that all
payments (whether on account, or in respect of,
principal, interest, redemption or purchase
(other than a Permitted Purchase, as defined
below)) made during such Quarter or, if
applicable, the last Quarter of such Financial
Year, in respect of such Hybrid Debt, was
satisfied in full by the issue of FCR Shares
and, if no payment was made during such period
in respect of interest in respect of any such
Hybrid Debt, the last payment of interest
thereon (whenever made) was also satisfied in
full by the issue of FCR Shares; (iii) to the
best of its knowledge and belief (such
knowledge not to include, any FCR Knowledge (as
defined below)) that no, event of default or
other similar event, howsoever described, which
would have the effect of precluding FCR from
satisfying the payment of any interest or
principal on any part of the Hybrid Debt by
the issue of FCR Shares, has occurred and is
continuing under the terms and conditions of
such Hybrid Debt; and (iv) that, at all times
during such period, to the best of its
knowledge and belief (such knowledge not to
include, any FCR Knowledge (as defined below)),
FCR was entitled and capable at its discretion
and unconditionally (save for conditions which
have been fulfilled) to pay such Hybrid Debt
(including principal and interest) by way of
the issue of FCR Shares to the holders of such
Hybrid Debt; and (b) there is delivered to the
Lender together with each certificate referred
to in clause 16.1.1.5 below, a copy of the
relevant press release of FCR issued by FCR
announcing that the most recent payment (prior
to the relevant date of determination of
Financial Indebtedness) in respect of such
Hybrid Debt was made by way of the issue of FCR
Shares, which press release does not contain
any statement that gives reasonable cause to be
of the opinion that FCR does not have the
intention to continue to satisfy its
obligations to pay all principal or interest,
under such Hybrid Debt, by way of the issue of
FCR Shares. For the purpose of this
definition: (1) “FCR Knowledge”












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 16 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	means, in respect of that part of any certificate to be delivered
pursuant to clause 16.1.1.5 below certifying
the matters set forth in paragraphs (a)(ii),
(a)(iii) or (a)(iv) above, knowledge that the
Responsible Officer, giving such certificate,
has by virtue, only, of the Responsible Officer
serving as a director or officer, if such be
the case, of FCR or receiving information from
any director or officer of FCR (for the
avoidance of doubt, FCR Knowledge shall not
include any knowledge in the public domain or
any information published on the website of the
TSX or of any relevant Governmental Body or
otherwise published by FCR, TSX or any relevant
Governmental Body or otherwise reported in any
other document in the public domain); and (2)
“Permitted Purchase” means any purchase (but
not redemption) by FCR of Hybrid Debt to the
extent permitted under the terms and conditions
thereof; provided that, at the time of any such
purchase, no event of default (howsoever
described) under the terms and conditions of
such Hybrid Debt has occurred and is
continuing;
	 
	 	 	 	 	 	 
	1.1.33.

	 	“Financial Year”
	 	—
	 	means a calendar year;
	 
	 	 	 	 	 	 
	1.1.34.

	 	“Foreign Currency	 	 	 	 
	 

	 	Revolving Credit Facility”
	 	—
	 	means a credit facility
for a stated amount in
foreign currency, being
US Dollars, Canadian
Dollars, Euro or any
Other Available Currency,
which credit facility is
allocated to the Borrower
in the Borrower Account
and which entitles the
Borrower to continue to
make withdrawals by way
of debit instructions of
amounts up to a
cumulative amount which,
at any time, is not in
excess of the amount of
such credit facility as
aforesaid, all during the
Term of such facility;
	 
	 	 	 	 	 	 
	1.1.35.

	 	“Gazit 2003”
	 	—
	 	means Gazit (2003) Inc.,
a corporation formed
under the laws of the
province of Ontario of
109 Atlantic Avenue,
Suite 303, Toronto,
Ontario, Canada M6K 1X4;
	 
	 	 	 	 	 	 
	1.1.36.

	 	“Gazit 2003
Charged Account”
	 	—
	 	means an account to be
opened by Gazit 2003 on
or before Financial Close
at







 











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 17 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Bank Hapoalim, Central Branch (no. 600) in the name
of Gazit 2003, into which account:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) all Securities in FCR pledged under the
Gazit 2003 Israeli Pledge and the Gazit
2003 Ontario Pledge are to be deposited by
way of a securities custody deposit and
held in accordance with the Gazit 2003
Israeli Pledge and the Gazit 2003 Ontario
Pledge; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) all Related Rights relating to the
Securities referred to in paragraph (a)
above are to be paid or deposited; 

	 
	 	 	 	 	 	 
	1.1.37.

	 	“Gazit 2003	 	 	 	 
	 

	 	Israeli Pledge”
	 	—
	 	means the pledge agreement (or
agreements), governed by Israeli
law, in the form of Schedule 1.1.37
hereto, to be executed on or before
Financial Close between Gazit 2003
and the Lender, pursuant to which
and subject to the terms and
conditions thereof, Gazit 2003 shall
grant to the Lender, as part of the
security for the Secured Obligations
and the Gazit Canada Secured
Obligations, inter alia:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) a first-ranking pledge and charge over
all rights relating to the Gazit 2003
Charged Account, including all Securities
deposited therein and the moneys therein
and the debt represented thereby; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) a first-ranking fixed pledge and charge
over all rights and interests of Gazit
2003 in 14,134,830 (fourteen million one
hundred thirty-four thousand eight hundred
and thirty) shares of common stock of FCR
on deposit in the Gazit 2003 Charged
Account and all Related Rights to such FCR
Shares; 

	 
	 	 	 	 	 	 
	1.1.38.

	 	“Gazit 2003	 	 	 	 
	 

	 	Ontario Guarantee”
	 	—
	 	means a guarantee in the form of
Schedule 1.1.38 hereto, to be
executed












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 18 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	on or before Financial
Close between Gazit 2003 and the
Lender;
	 
	 	 	 	 	 	 
	1.1.39.

	 	“Gazit 2003	 	 	 	 
	 

	 	Ontario Pledge”
	 	—
	 	means a pledge agreement,
governed by Ontario law, in the
form of Schedule 1.1.39 hereto,
to be executed on or before
Financial Close between Gazit
2003 and the Lender;
	 
	 	 	 	 	 	 
	1.1.40.

	 	“Gazit Canada”
	 	—
	 	means Gazit Canada Inc., a
corporation formed under the laws
of the province of Ontario of 109
Atlantic Avenue, Suite 303,
Toronto, Ontario, Canada M6K 1X4;
	 
	 	 	 	 	 	 
	1.1.41.

	 	“Gazit Canada	 	 	 	 
	 

	 	Charged Account”
	 	—
	 	means account number [***] at
Bank Hapoalim, Central Branch
(no. 600) in the name of Gazit
Canada, into which account:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) all Securities in FCR pledged under the
Gazit Canada Israeli Pledge and the Gazit
Canada Ontario Pledge are to be deposited
by way of a securities custody deposit and
held in accordance with the Gazit Canada
Israeli Pledge and the Gazit Canada
Ontario Pledge; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) all Related Rights relating to the
Securities referred to in paragraph (a)
above are to be paid or deposited; 

	 
	 	 	 	 	 	 
	1.1.42.

	 	“Gazit Canada	 	 	 	 
	 

	 	Facility Agreement”
	 	—
	 	means the facility agreement
entered into on or about the
date hereof between Gazit Canada
and the Lender;
	 
	 	 	 	 	 	 
	1.1.43.

	 	“Gazit Canada	 	 	 	 
	 

	 	Finance Documents”
	 	—
	 	means the “Finance Documents”,
as such term is defined in the
Gazit Canada Facility Agreement;
	 
	 	 	 	 	 	 
	1.1.44.

	 	“Gazit Canada	 	 	 	 
	 

	 	Israeli Pledge”
	 	—
	 	means the pledge agreement (or
agreements), governed by Israeli
law, in the form of Schedule
1.1.44 hereto, to be executed on
or before Financial Close
between Gazit Canada and the
Lender












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 19 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	pursuant to which and
subject to the terms and
conditions thereof, Gazit Canada
shall
grant to the Lender, as part of the security
for the Secured Obligations and the Gazit
Canada Secured Obligations, inter alia:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) a first-ranking pledge and charge over
all rights relating to the Gazit Canada
Charged Account, including all Securities
deposited therein and the moneys therein
and the debt represented thereby; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) a first-ranking fixed pledge and charge
over all rights and interests of Gazit
Canada in 45,838,640 (Forty-five million
eight hundred thirty-eight thousand six
hundred forty) shares of common stock of
FCR on deposit in the Gazit Canada Charged
Account and all Related Rights to such FCR
Shares;

	 
	 	 	 	 	 	 
	1.1.45.

	 	“Gazit Canada	 	 	 	 
	 

	 	Ontario Guarantee”
	 	—
	 	means a guarantee, in the
form of Schedule 1.1.45
hereto, to be executed on or
before Financial Close
between Gazit Canada and the
Lender in connection with
the Secured Obligations;
	 
	 	 	 	 	 	 
	1.1.46.

	 	“Gazit Canada	 	 	 	 
	 

	 	Ontario Pledge”
	 	—
	 	means a pledge agreement
governed by Ontario law, in
the form of Schedule 1.1.46
hereto, to be executed on or
before Financial Close
between Gazit Canada and the
Lender;
	 
	 	 	 	 	 	 
	1.1.47.

	 	“Gazit Canada	 	 	 	 
	 

	 	Secured Obligations”
	 	—
	 	means the “Secured
Obligations”, as such term
is defined in the Gazit
Canada Facility Agreement;
	 
	 	 	 	 	 	 
	1.1.47A

	 	“Gazit Canada	 	 	 	 
	 

	 	Security Documents”
	 	—
	 	means the “Security
Documents”, as such term is
defined in the Gazit Canada
Facility Agreement;
	 
	 	 	 	 	 	 
	1.1.48.

	 	“Gazit Group”
	 	—
	 	means the Borrower, the
other Obligors and FCR, and
“Gazit Group Entity” shall
mean any of them;












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 20 -


	 	 	 	 	 	 	 

	1.1.49.

	 	“Governmental	 	 	 	 
	 

	 	Authorisation”
	 	—
	 	means any approval, consent,
concession, exemption,
notification, resolution,
licence, permit, waiver or
other authorisation issued,
granted, given or otherwise
made available by or under
the authority of any
Governmental Body or
pursuant to any law;
	 
	 	 	 	 	 	 
	1.1.50.

	 	“Governmental Body”
	 	—
	 	means any governmental,
national, state, local,
municipal or other
government, governmental or
quasi-governmental authority
of any nature (including any
governmental agency, branch,
ministry, department,
official or entity and any
court or other tribunal), or
body exercising or entitled
to exercise any
administrative, executive,
judicial, legislative,
police, regulatory or taxing
authority or power of any
nature (including, for the
avoidance of doubt, the Bank
of Israel);
	 
	 	 	 	 	 	 
	1.1.51.

	 	“Guarantors”
	 	—
	 	Gazit Canada and Gazit 2003
(but, Gazit 2003 shall cease
to be considered a Guarantor
upon the termination of its
liabilities pursuant to
clause 9.7 below, if
applicable) and any other
Subsidiary of the Borrower
becoming a Guarantor
pursuant to clause 9.7.2
below and clause 9.7.2 of
the Gazit Canada Facility
Agreement and meeting the
requirements of clause
1.1.13(c) above and clause
1.1.11(c) of the Gazit
Canada Facility Agreement;
	 
	 	 	 	 	 	 
	1.1.52.

	 	“IFRS”
	 	—
	 	means International
Financial Reporting
Standards issued and/or
adopted by the International
Accounting Standards Board;
	 
	 	 	 	 	 	 
	1.1.53.

	 	“Indebtedness”
	 	—
	 	means any obligation
(whether incurred as
principal, surety or
guarantor) for the payment
or repayment of money,
whether present or future,
actual or contingent;
	1.1.54.

	 	“Interest Payment Date”
	 	—
	 	means, with respect to any
Interest Period, the last
day of such Interest Period;












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 21 -


	 	 	 	 	 	 	 

	1.1.55.

	 	“Interest Period”
	 	—
	 	means, in relation to any
Loan, successive periods of
3 (three) months; provided
that:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) each subsequent Interest Period shall
commence on the last day of the previous
one; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) any Interest Period which would otherwise
end on a non-Business Day shall end on the
preceding Business Day; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) an Interest Period for any Loan shall not
extend beyond: (i) the last day of the
Term of such Loan; or (ii) the Final
Maturity Date; 

	 
	 	 	 	 	 	 
	1.1.56.

	 	“Lender”
	 	—
	 	means Bank Hapoalim and any other entity,
if any, which becomes a party to this
Agreement pursuant to clause 18.3 below,
and any successor of any of the aforegoing;
	 
	 	 	 	 	 	 
	1.1.57.

	 	“LIBOR”
	 	—
	 	means, with respect to:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) each Loan and with respect to each
Interest Period, the interest rate per
annum published by the British Bankers
Association (“the LIBOR Publisher”) on the
Interest Determination Date for such
Interest Period, as the average of the
libor rates offered by a number of
selected banks in the London Interbank
market with respect to loans in the
currency of such Loan for a period equal
to such Interest Period. The aforesaid
averaging and the selection of the
relevant banks will be performed in
accordance with the then prevailing rules
of the LIBOR Publisher (on the Interest
Determination Date) for selection of the
relevant banks and for averaging of the
said rates. The aforesaid average rates
will be rounded up by the Lender to the
nearest whole multiple of
1/8% (one-eighth of
a percent) and the result will constitute
LIBOR for such Interest Period. 













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 22 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	The Lender may obtain the
information needed to ascertain LIBOR for
any Interest Period, at its discretion
either directly from the LIBOR Publisher
or from the Reuters service or from any
other financial news service which the
Lender may consider as a suitable
replacement for the Reuters service;
provided such replacement is applicable
generally for the customers of Bank
Hapoalim.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Subject to the final sentence of
this paragraph, the Lender will be
entitled from time to time and for any
reason to: (i) replace the LIBOR
Publisher with another publisher of libor
if, in the opinion of the Lender, such
replacement publisher is a suitable
replacement for the LIBOR Publisher, and
all irrespective of whether or not the
replacement determines libor using a
similar method and similar sources of
information to the LIBOR Publisher; or
(ii) specially appoint a third party for
the purpose of averaging the libor rates
offered by a number of 2 (two) or more
banks selected by the Lender in the
London Interbank market with respect to
loans in the currency of such Loan.
Without limiting the generality of the
aforegoing, the Lender shall be entitled
to replace the LIBOR Publisher (or any
replacement publisher), inter alia, in
the event that the LIBOR Publisher fails
to publish libor interest rates as
aforesaid for the relevant Interest
Determination Date. Any replacement
libor publisher or third party appointed
in accordance with the aforegoing shall
thereafter be the “LIBOR Publisher”. In
the event that, in the view of the
Lender, the LIBOR Publisher requires
replacement but there is no suitable
replacement available, the Lender will be
entitled itself to select 2 (two) or more
banks in the London












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 23 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Interbank market and to determine LIBOR
(including by performing the necessary
averaging). The provisions of this
paragraph will be applicable only if any
replacement, appointment or selection, as
applicable, referred to above is made
generally for the customers of Bank
Hapoalim.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	For the purposes hereof, “Interest
Determination Date” means, for any
Interest Period, at or about 11:00 a.m.
London time on the day falling 2 (two)
Business Days prior to the first day of
such Interest Period. For the purposes
of this clause 1.1.57 only, “Business
Day” shall mean a day on which loans are
made between banks in the London
Interbank market in the relevant currency
and which is not an Israeli Non-Banking
Day (as defined in clause 1.1.12(c)
above); and
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) with respect to each Foreign Currency
Revolving Credit Facility, the interest
rate per annum published by the LIBOR
Publisher as determined, mutatis mutandis,
in accordance with paragraph (a) above,
but with respect to loans in the currency
of such Foreign Currency Credit Facility
for periods of 1 (one) day (overnight) on
each day during the term of such Foreign
Currency Revolving Credit Facility; 

	 
	 	 	 	 	 	 
	1.1.58.

	 	“Loan”
	 	—
	 	means any loan in US Dollars, Canadian
Dollars, Euro or Other Available Currency,
which loan is drawn down under this
Agreement, or the outstanding balance thereof
(including interest thereon) at any time, as
applicable;
	 
	 	 	 	 	 	 
	1.1.59.

	 	“LTV”
	 	—
	 	means, on any day (“the Relevant Date”) the
ratio of:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) the sum of the Total Outstandings and the
Total Outstandings Gazit Canada on the
Relevant Date, less 













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 24 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	the sum of any cash deposits in any of
the Charged Accounts at the Relevant Date
which cash deposits are duly pledged (by
way of first-ranking fixed charge) in
favour of the Lender under the relevant
Security Documents; to
	 

	 	 	 	 	 	(b) the Market Value FCR on the Relevant
Date, plus the value of any other
Collateral provided in accordance with
clause 10.1 below, as determined under
such clause; 

	 
	 	 	 	 	 	 
	1.1.60.

	 	“Margin”
	 	—
	 	means [***]% ([***]
percent) per annum, as
such percentage may be
increased in accordance
with clause 6.3 below;
	 
	 	 	 	 	 	 
	1.1.61.

	 	“Market Value FCR”
	 	—
	 	means, on any day, the
Price for Pledged FCR
Shares on such day. “The
Price for Pledged FCR
Shares” on any day shall
mean the price (in
Canadian Dollars) per
common share in the
capital stock of FCR
quoted on the TSX (TSX
symbol FCR) at the close
of trading on such day (as
said closing price appears
in the official share
price sheet published by
the TSX for such day),
multiplied by the number
of such common shares
constituting Pledged FCR
Shares on such day;
	 
	 	 	 	 	 	 
	1.1.62.

	 	“Material Adverse Effect”
	 	—
	 	means any event, matter,
development or
circumstance which,
individually or in the
aggregate, impairs or is
likely to impair the
ability of the Borrower or
the other Obligors to
comply with their
respective obligations
under the Finance
Documents (other than the
Standard Forms), or has or
is reasonably likely to
have a material adverse
effect on the validity or
enforceability of the
Finance Documents (other
than the Standard Forms),
or on the rights of the
Lender under, or the
available remedies under,
any of the Finance
Documents (other than the
Standard Forms), or,
without limiting the
generality of the
aforegoing, on the
validity, perfection or
enforcement of any of the
Encumbrances created or
purported to be created
under any Finance
Document.












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 25 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	For the avoidance of
doubt, any event, matter,
development or
circumstance constituting:
	 

	 	 	 	 	 	(a) a decrease in the
Borrower’s or FCR’s share
price and/or a decrease in
the Market Value FCR;
and/or
(b) any action
taken by the Borrower or
any Obligor as
contemplated by the
Finance Documents or with
the Lender’s written
consent, shall not be
considered a Material
Adverse Effect;
	 
	 	 	 	 	 	 
	1.1.63.

	 	“Maximum Facilities”
	 	—
	 	means CAD 170,000,000 (one
hundred and seventy
million Canadian Dollars)
or the equivalent thereof;
	 
	 	 	 	 	 	 
	1.1.64.

	 	“Non-Consolidated Expanded
Financial Statements of the
Borrower”
	 	—
	 	means the financial
statements of the Borrower in
which: (i) the financial
statements of the Borrower’s
Listed Subsidiaries which are
held directly by the Borrower
(at the date hereof being
Citycon Oyj only) are
consolidated on the basis of
such Listed Subsidiaries’
balance sheet value
(equity)); and (ii) the
financial statements of the
Non-Listed Subsidiaries of
the Borrower are consolidated
with the respective Listed
Subsidiaries of such
Non-Listed Subsidiaries on
the basis of such Listed
Subsidiaries’ balance sheet
value (equity)), all the
aforegoing, Quarterly and
annual, as prepared in
accordance with Applicable
Accounting Principles as
applicable to such financial
statements, mutatis mutandis,
and as approved by the chief
financial officer of the
Borrower (not audited or
approved by the Board of
Directors of the Borrower).
For the purpose of the
aforegoing, “the Non-Listed
Subsidiaries” shall mean
those Subsidiaries of the
Borrower whose Securities are
not listed for trading on any
stock exchange; and “the
Listed Subsidiaries” shall
mean those Subsidiaries of
the Borrower whose Securities
are listed for trading on any
stock exchange;
	 
	 	 	 	 	 	 
	1.1.65.

	 	“Obligors”
	 	—
	 	means the Borrower, Gazit 2003, Gazit Canada and any other person providing
Collateral in favour of the Lender as security for the Secured Obligations, pursuant to a
Security Document (and, except with respect to the Borrower and












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 26 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Gazit Canada, a person shall cease to be
considered an Obligor upon the termination of
its liabilities pursuant to clause 9.7.1 below,
if applicable), and “Obligor” means any of
them;
	 
	 	 	 	 	 	 
	1.1.66.

	 	“On-Call Advances”
	 	—
	 	means any amount of money
advanced or to be advanced (as
the context requires) in NIS by
the Lender to the Borrower in
accordance with this Agreement;
	 
	 	 	 	 	 	 
	1.1.67.

	 	“Order”
	 	—
	 	means any award, decision,
injunction, judgment, order,
ruling, subpoena or verdict
entered, issued, made or
rendered by any Governmental
Body or by any arbitrator;
	 
	 	 	 	 	 	 
	1.1.68.

	 	“Organisational	 	 	 	 
	 

	 	Documents”
	 	—
	 	means the certificate of
incorporation, memorandum of
association, articles of
association, by-laws, or other
documents of incorporation or
organisational documents of any
person (other than a natural
person);
	 
	 	 	 	 	 	 
	1.1.69.

	 	“Other Available	 	 	 	 
	 

	 	Currency”
	 	—
	 	means Pound Sterling or
Swiss Franc;
	 
	 	 	 	 	 	 
	1.1.70.

	 	“Pledged FCR Shares”
	 	—
	 	means, at any time, those FCR
Shares duly pledged by way of
first-ranking fixed pledge and
charge in favour of the Lender
under: (a) the Gazit Canada
Israeli Pledge and under the
Gazit Canada Ontario Pledge;
(b) the Gazit 2003 Israeli
Pledge and under the Gazit 2003
Ontario Pledge; and (c) any
other Security Document, at
such time;
	 
	 	 	 	 	 	 
	1.1.71.

	 	“Pledged	 	 	 	 
	 

	 	Preferred Shares”
	 	—
	 	shall bear the meaning ascribed
to such term in clause 1.1.9
above;
	 
	 	 	 	 	 	 
	1.1.72.

	 	“PPSA”
	 	—
	 	means the Personal Property
Security Act (Ontario);
	 
	 	 	 	 	 	 
	1.1.73.

	 	“Proceeding”
	 	—
	 	means any action, claim,
arbitration, audit, hearing,
investigation, litigation or
suit (whether civil, criminal,
administrative, investigative
or informal) commenced,
brought, conducted or heard by
or before any Governmental
Body, arbitrator or mediator;












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 27 -


	 	 	 	 	 	 	 

	1.1.74.

	 	“Quarter”
	 	—
	 	means a calendar quarter
(January 1—March 31; April
1—June 30; July 1—September
30; and October 1—December
31);
	 
	 	 	 	 	 	 
	1.1.75.

	 	“Receiver”
	 	—
	 	means a receiver, receiver and
administrator, an administrator
or other receiver or similar
such officer (whether appointed
provisionally, temporarily, or
otherwise and whether appointed
pursuant to any Security
Document, pursuant to any law,
by a court or otherwise);
	 
	 	 	 	 	 	 
	1.1.76.

	 	“Related Rights”
	 	—
	 	means, in respect of any shares
or any other Securities
(including, for the avoidance
of doubt, all shares of common
stock in FCR and preferred
shares in Gazit Canada and
Gazit 2003 and in any other
Guarantor, if applicable):
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) any Distributions or interest paid or
payable in relation thereto; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) any shares, Securities, rights under a
rights offering or money accruing or
offered at any time, whether by way of
redemption, bonus, splits, preference,
pre-emption, option rights, warrants,
substitution, exchange, conversion or
otherwise in relation or attributable to,
or in respect of, any such shares or other
Securities (excluding only shares or other
Securities acquired by realisation of
rights, warrants or similar instruments,
which shares or Securities were acquired
by the Borrower, Gazit Canada or Gazit
2003 (including, through dividend
re-investment plans and similar rights
offered by FCR to its shareholders, or to
which they are entitled under applicable
law in their capacity as shareholders of
FCR), in each case, by investing funds
from any sources other than the
Facilities); and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) all Distributions, interest or other
income in respect of any asset or 













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 28 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	right as referred to in paragraph (b)
above;
	 
	1.1.77.

	 	“Responsible Officer”
	 	—
	 	means the Borrower’s chief executive officer or chief financial officer;
	 
	 	 	 	 	 	 
	1.1.78.

	 	“Secured Obligations”
	 	—
	 	means all present and future obligations and liabilities (whether actual or
contingent, whether owed jointly or severally or in any capacity whatsoever), of
the Borrower and the other Obligors to the Lender under the Finance Documents,
including all costs, charges and expenses (including legal fees) incurred by the
Lender, which are payable by the Obligors pursuant to the Finance Documents in
connection with the protection, preservation or enforcement of its rights under the
Finance Documents;
	 
	 	 	 	 	 	 
	1.1.79.

	 	“Securities”
	 	—
	 	means, in relation to any entity:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) shares or shares of capital stock or
voting securities or ownership interests
in such entity; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) securities of that entity convertible
into or exchangeable for shares or shares
of capital stock or voting securities or
ownership interests in such entity; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) options, warrants, rights or other
agreements or commitments to acquire from
that entity, or obligations of that entity
to issue, any shares or shares of capital
stock, voting securities or other
ownership interests in (or securities
convertible into or exchangeable for
shares or shares of capital stock or
voting securities or other ownership
interests in) that entity; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d) obligations of that entity to grant,
extend or enter into any subscription,
warrant, right, convertible or
exchangeable security or other similar
agreement or commitment relating to the
issuance of any shares or shares of
capital stock, 













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 29 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	voting securities or other ownership
interests in that entity; or
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(e) deposit receipts or certificates
representing, directly or indirectly, any
of the aforegoing; 

	 
	 	 	 	 	 	 
	1.1.80.

	 	“Securities Laws”
	 	—
	 	means the Israeli Securities Law, 5728—1968 and the
Securities Act (Ontario), the regulations promulgated
thereunder, and all national instruments, orders and rules
administered by the Ontario Securities Commission
thereunder;
	 
	 	 	 	 	 	 
	1.1.81.

	 	“Security Documents”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a) the Gazit Canada Israeli Pledge; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b) the Gazit Canada Ontario Pledge;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c) the Gazit Canada Ontario Guarantee; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d) the Gazit 2003 Israeli Pledge; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(e) the Gazit 2003 Ontario Pledge; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(f) the Gazit 2003 Ontario Guarantee; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(g) the Borrower’s Israeli Debenture; 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(h) the Borrower’s Ontario Pledge;
(i)each mortgage, pledge, assignment by way of charge or other
security agreement evidencing or creating an Encumbrance in
favour of the Lender to be executed from time to time pursuant
to or in accordance with any of the documents referred to in
this clause 1.1.81 above or otherwise for the purposes of
securing any obligations and liabilities under the Finance
Documents (including, if applicable, pursuant to clause 10.1
below); 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(j)  all acknowledgments and Consents required
to be delivered pursuant to the documents referred to in this clause 1.1.81 above;
and 













 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 30 -


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	(k) any other agreement or deed from time to
time entered into in favour of the Lender
for the purposes of securing any
obligations and liabilities under the
Finance Documents; 

	 
	 	 	 	 	 	 
	1.1.81A

	 	“Security Period”
	 	—
	 	means the period beginning on
Financial Close and ending on
the date upon which (a) no
Lender (including for this
purpose the Lender and “the
Lender” under (and as defined
in) the Gazit Canada Facility
Agreement) is under any
commitment, liability or
obligation (whether actual or
contingent) to make advances or
provide other financial
accommodation to the Borrower
or Gazit Canada under the
Finance Documents and/or the
Gazit Canada Finance Documents;
and (b) all the Secured
Obligations and the Gazit
Canada Secured Obligations
which have arisen have been
unconditionally and irrevocably
paid and discharged in full or
the security created under the
Security Documents and the
Gazit Canada Security Documents
has been unconditionally and
irrevocably released and
discharged in full by the
Lender (including for this
purpose the Lender and “the
Lender” under (and as defined
in) the Gazit Canada Facility
Agreement);
	 
	 	 	 	 	 	 
	1.1.82.

	 	“Standard Forms”
	 	—
	 	shall bear the meaning ascribed
to such term in clause 1.1.30
above;
	 
	 	 	 	 	 	 
	1.1.83.

	 	“Subsidiary”
	 	—
	 	of a person means any company,
corporation or other entity
directly or indirectly
controlled by such person;
	 
	 	 	 	 	 	 
	1.1.84.

	 	“Taxes”
	 	—
	 	means all income and other
taxes, including capital taxes
or charges on capital gains,
profits, value-added taxes and
all other taxes of whatsoever
nature and levies, imposts,
duties (including, registration
tax and capital duty), charges,
deductions and withholdings in
the nature or on account of
tax, together with interest
thereon and penalties and fees
with respect thereto, if any,
and any payments made on or in
respect thereof and “Tax” and
“Taxation” shall be construed
accordingly;












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	1.1.85.

	 	“Term”
	 	—
	 	means: (i) in respect of each
Foreign Currency Revolving
Credit Facility, the period
commencing on the Drawdown Date
and ending on such date as
shall be specified in the
Drawdown Request therefor, but
not more than 3 (three) months
after the Drawdown Date, as
such Term may be shortened
pursuant to clause 5.2.4 below,
and (ii) in respect of any
Loan, the period commencing on
the Drawdown Date and ending on
such date as shall be specified
in the Drawdown Request
therefor, but not less than 3
(three) months after the
Drawdown Date; provided
however, in each case, that,
the Term shall not end later
than the Final Maturity Date;
	 
	 	 	 	 	 	 
	1.1.86.

	 	“Threatened”
	 	—
	 	a claim, Proceeding, dispute,
action or other matter will be
deemed to have been
“Threatened” if any demand or
statement has been made in
writing or any notice has been
given in writing to the effect
that such a claim, Proceeding,
dispute, action or other matter
may be asserted, commenced,
taken or otherwise pursued in
the future;
	 
	 	 	 	 	 	 
	1.1.87.

	 	“Total Outstandings”
	 	—
	 	means, at any time, the sum in
Canadian Dollars of the
aggregate amount of: (a) all of
the On-Call Advances
outstanding under the
Facilities together with all
accrued but unpaid interest
thereon; (b) the aggregate
amounts of the Loans
outstanding under the
Facilities (including principal
and interest thereon); (c) the
aggregate debit balances in the
Borrower Account in respect of
Foreign Currency Revolving
Credit Facilities (including
interest thereon); and (d) all
other amounts outstanding under
the Finance Documents at such
time; for the purposes of the
aforegoing, if any such amount
is denominated in a currency
other than Canadian Dollars,
there shall be calculated the
equivalent thereof in Canadian
Dollars at such time;
	 
	 	 	 	 	 	 
	1.1.88.

	 	“Total Outstandings	 	 	 	 
	 

	 	Gazit Canada”
	 	—
	 	means, at any time, the Total
Outstandings (as such term is
defined in












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	 	 	 	the Gazit Canada Facility Agreement) at such
time;
	 
	 	 	 	 	 	 
	1.1.89.

	 	“Transfer Restriction	 	 	 	 
	 

	 	Mechanism”
	 	—
	 	means any “poison pill” mechanism (including any shareholders’ rights plan or
agreement) or any similar plan, agreement or mechanism which a corporation may
adopt in an attempt to prevent, impede or restrict transfer of its Securities or to
prevent, impede or restrict: (a) transfer of control of such corporation; or (b)
the acquisition or offer to acquire outstanding Securities of any class of voting
or equity Securities of such corporation, except if such mechanism does not apply
to any transfer on behalf of the Lender upon realization (including by way of
foreclosure, or taking possession of the Pledged FCR Shares) or any sale or
transfer of any Pledged FCR Shares by the Lender in connection with or pursuant to
any realisation in respect of the Pledged FCR Shares by the Lender;
	 
	 	 	 	 	 	 
	1.1.90.

	 	“TSX”
	 	—
	 	means the Toronto Stock Exchange;
	 
	 	 	 	 	 	 
	1.1.91.

	 	“Wholesale Interest”
	 	—
	 	means, with respect to any On-Call Advance, Loan or Foreign Currency Revolving
Credit Facility (“Credit”) to be provided under this Agreement, the rate of
interest, prior to the addition of a margin, which shall be determined by the
Lender, in its discretion, to be the base interest for Credits which the Lender
extends to its customers in general for a similar amount, in the same currency and
for the same type and period as such Credit, as determined on the Drawdown Date for
such Credit.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	The Wholesale Interest: (i) for any Foreign Currency Revolving Credit Facility or
Loan, shall be determined as LIBOR plus a fixed addition above LIBOR. Such fixed
addition shall be determined, for any Foreign Currency Revolving Credit Facility or
Loan, on the Drawdown Date of such Foreign Currency Revolving Credit Facility or
Loan, as applicable, and such fixed addition shall not vary during the Term of such
Foreign Currency Revolving Credit












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	 	 	 	Facility or Loan, as applicable. For the
avoidance of doubt, LIBOR for any Loan or
Foreign Currency Revolving Credit Facility
shall vary during the Term thereof in
accordance with clauses 1.1.57(a) or (b) above,
as applicable; and (ii) for On-Call Advances,
shall be determined as a fixed deduction from,
or addition above, the prime interest rate.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Such fixed deduction or addition shall be
determined, for any On-Call Advance, on the
date of such On-Call Advance, but such fixed
addition may vary from time to time during the
period of such On-Call Advance.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Notification by the Lender as to the Wholesale
Interest rate shall be binding on the Borrower.







	1.2.	 	Headings
	 
	 	 	Clause headings and the table of contents are inserted for
convenience of reference only and shall be ignored in the
interpretation of this Agreement.
	 
	1.3.	 	Construction of Certain Terms
	 
	 	 	In this Agreement, unless the context otherwise requires:
	 
	1.3.1.	 	references to clauses and Schedules are to be construed as references to the clauses of, and
Schedules to, this Agreement and references to this Agreement include its Schedules;
	 
	1.3.2.	 	references to (or to any specified provision of) this Agreement or any other document shall
be construed as references to this Agreement, that provision or that document as in force for
the time being and as amended, supplemented or otherwise modified in accordance with the terms
thereof, or, as the case may be, with the agreement of the relevant parties (for the avoidance
of doubt, none of the aforegoing shall be construed as permitting any such amendment,
supplement or modification (collectively, “Amendment”) where such Amendment requires the
consent of any party pursuant to the terms of any Finance Document and such consent has not
been duly given);
	 
	1.3.3.	 	words importing the plural shall include the singular and vice versa;
	 
	1.3.4.	 	“Affiliate” means, with respect to any person, any entity which controls, is controlled by,
or under common control with, such person;
	 
	1.3.5.	 	the “equivalent” on any given date in one currency (“the first currency”) of an amount
denominated in another currency (“the second currency”)






  











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


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	 	 	means the amount of the first currency which could be purchased with the amount of
the second currency at: (a) in the case that one of the two relevant currencies is
NIS, the Representative Rate for the other currency; or (b) in the case that
neither of the relevant currencies is NIS, the rate equal to a fraction, the
numerator of which is the Representative Rate of the second currency and the
denominator of which is the Representative Rate of the first currency. In this
clause 1.3.5, “Representative Rate” shall mean, with respect to any currency other
than NIS, the representative rate of exchange of the NIS and such currency, last
published by the Bank of Israel immediately prior to the relevant date of payment
or calculation (as the case may be) and, if the Bank of Israel shall cease to
publish a representative rate, then any other rate of exchange of the NIS and such
currency, officially published, which comes in place of such representative rate,
last published immediately prior to the relevant date of payment or calculation
(as the case may be) and, in the absence of any such official rate, then the
average of the selling and buying rates of exchange of such currency, for NIS (for
cheques and remittances) prevailing at the Lender at the end of the last Business
Day prior to the relevant date of payment or calculation (as the case may
be);
	 
	1.3.6.	 	“including” and “includes” means, including, without limiting the generality of any
description preceding such terms;
	 
	1.3.7.	 	a “law” includes any statute, law, regulation, treaty, rule, official directive, request or
guideline of any governmental, fiscal, monetary or regulatory body, agency, department,
regulatory or other authority or organisation, including, the position (guidelines) of the
Israeli Examiner of Banks with respect to proper conduct of banking affairs (“Hora’ot Nihul
Bankai Takin") or any interpretation of any of the aforegoing by the Israeli Examiner of Banks
(or any analogous or equivalent position (guidelines), directives or interpretation thereof of
any non-Israeli banking authority having jurisdiction over the Lender) or any analogous or
equivalent position (guidelines), directives or interpretation thereof of any Governmental
Authority having jurisdiction over the Lender or any request or guideline of any such banking
authority or other Governmental Authority (all the above whether or not having the force of
law, but if not having the force of law, being one with which it is the practice of banks or
(to the extent applicable) other financial institutions in the relevant country to comply);
	 
	1.3.8.	 	a “month” is a reference to a period starting on one day in a calendar month and ending on
the numerically corresponding day in the next succeeding calendar month, save that, where any
such period would otherwise end on a day which is not a Business Day, it shall end on the
immediately preceding Business Day; provided that, if a period starts on the last Business Day
in a calendar month or if there is no numerically corresponding day in the month in which that
period ends, that period shall end on the last Business Day in that later month; and “months”
and “monthly” shall be construed accordingly;
	 
	1.3.9.	 	“NIS” and “New Israel Sheqels” denote the lawful currency of Israel; “US $” and “US Dollars”
and “United States Dollars” denote the lawful currency of the United States of America; “CAD”
and “Canadian











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	Dollars” denote the lawful currency of Canada; and “€” and “Euro” means the single
currency of the Participating Member States. “Participating Member States” means
any member state of the European Community that has adopted the Euro as its lawful
currency in accordance with the legislation of the European Community relating to
economic and monetary union;
	 
	1.3.10.	 	a “person” shall be construed as a reference to any person, firm, company, corporation,
government, state or agency of a state or any association or partnership (whether or not
having separate legal personality) or two or more of the aforegoing;
	 
	1.3.11.	 	“VAT” shall be construed as a reference to value-added tax, including any similar Tax;
	 
	1.3.12.	 	the “winding-up”, “dissolution” or “administration” of a company or corporation shall be
construed so as to include any equivalent or analogous Proceedings under the law of the
jurisdiction in which such company or corporation is incorporated or any jurisdiction in which
such company or corporation carries on business, including liquidation, winding-up,
reorganisation (other than a solvent reorganisation), dissolution, administration for
insolvency reasons, arrangement (other than a solvent arrangement), freeze order (“Hakpa’at
Halichim”), adjustment (other than a solvent adjustment), protection from creditors or relief
of debtors;
	 
	1.3.13.	 	all accounting expressions which are not otherwise defined herein shall be construed in
accordance with Applicable Accounting Principles (that is, within the meaning of clause
1.1.2(a) with respect to the Borrower, and within the meaning of clause 1.1.2(b) with respect
to FCR and the Guarantors;
	 
	1.3.14.	 	any reference in this Agreement to a law shall be construed as a reference to such law as
the same may have been, or may from time to time be, amended or re-enacted;
	 
	1.3.15.	 	the Schedules and preamble to this Agreement form an integral part of this Agreement; and
	 
	1.3.16.	 	the terms:
	 
	1.3.16.1.	 	“control” (including any derivatives thereof) shall have the meaning ascribed to such
term in the Israeli Securities Law, 5728—1968;
	 
	1.3.16.2.	 	“dividend” and “acquisition” shall have the meanings respectively ascribed to such terms
in the Companies Law; and
	 
	1.3.16.3.	 	“means of control” shall bear the meaning ascribed to such term in the Israeli Banking
(Licensing) Law, 5741—1981.
	 
	2.	 	THE FACILITIES
	 
	2.1.	 	Grant of the Facilities











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	Subject to the fulfilment of the conditions precedent set out in
clause 3 below, the Lender, relying upon each of the
representations and warranties in clause 15 below, grants, with
effect from Financial Close, subject to the terms and conditions of
this Agreement, the following credit facilities such that the
Borrower shall be entitled, until the Final Maturity Date, to
obtain from the Lender:
	 
	2.1.1.	 	On-Call Advances;
	 
	2.1.2.	 	Foreign Currency Revolving Credit Facilities; and
	 
	2.1.3.	 	Loans;
	 
	 	 	provided that, the aggregate of the Total Outstandings under the
Facilities shall not exceed the Maximum Facilities at any time.
	 
	2.2.	 	Purpose
	 
	 	 	The Borrower may utilise the Facilities for any purpose permitted
by law. The Lender shall not be under any obligation or owe any
person any duty to monitor or verify the application of any On-Call
Advance, Loan or Foreign Currency Revolving Credit Facility made
pursuant to this Agreement.
	 
	2.3.	 	Cancellation of Current Facility
	 
	 	 	This Agreement and the Facilities hereunder replace and cancel the
loan facility agreement dated December 31, 2008, as amended,
granted by the Lender to the Borrower.
	 
	2.4.	 	Drawings under the Facilities
	 
	2.4.1.	 	All requests for On-Call Advances, for Loans and for Foreign Currency Revolving Credit
Facilities under the Facilities shall be made in accordance with clause 5 below. Subject to
the provisions of this Agreement, the Borrower shall have the discretion as to whether to draw
down, from time to time, On-Call Advances or Loans or to have allocated to it Foreign Currency
Revolving Credit Facilities.
	 
	2.4.2.	 	The Borrower shall, subject to and in accordance with clause 5 below, be entitled to make
drawings of On-Call Advances or Loans and to obtain Foreign Currency Revolving Credit
Facilities under the Facilities at such times as it deems fit prior to the Final Maturity
Date; provided that: (i) in the event that the amount of any On-Call Advance, Loan or Foreign
Currency Revolving Credit Facility requested exceeds CAD 30,000,000 (thirty million Canadian
Dollars) or the equivalent thereof, the Drawdown Request must be submitted by the Borrower to
the Lender at least 1 (one) Business Day in advance; and (ii) in the event that the amount of
any On-Call Advance, Loan or Foreign Currency Revolving Credit Facility requested exceeds CAD
100,000,000 (one hundred million Canadian Dollars) or the equivalent thereof, the Drawdown
Request must be submitted by the Borrower to the Lender at least 2 (two) Business Day in











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	advance. The Borrower shall repay in full all of the On-Call Advances, Loans
interest on all the foregoing, all debit balances in respect of the Foreign
Currency Revolving Credit Facilities (including interest thereon) and all other
Total Outstandings by not later than the Final Maturity Date.
	 
	2.5.	 	Amount of Facilities
	 
	 	 	The Borrower shall procure that the Total Outstandings shall not at
any time exceed the Maximum Facilities or the equivalent thereof in
NIS, Euro, US Dollars or Other Available Currency. Without
derogating from the Borrower’s obligation as aforesaid, in the event
that at any time the Total Outstandings shall (including due to
changes in the exchange rates) exceed the Maximum Facilities, the
Lender shall be entitled to demand from the Borrower immediate
repayment of such excess.
	 
	3.	 	CONDITIONS PRECEDENT
	 
	 	 	The obligations of the Lender under this Agreement are subject to the fulfilment of all of the
conditions precedent set out in this clause 3 below by no later than August 15, 2010. In the
event that all of the conditions precedent are not fulfilled by August 15, 2010 or such other
date, if any, as the parties may agree, then this Agreement shall automatically terminate and
become null and void and of no further effect other than this clause 3, clause 1.1 above and
clauses 13.2, 13.3, 13.5, 13.6.1.1, 13.8, 13.9, 19, 21, 22 and 24 below, which shall remain in
full force and effect.
	 
	3.1.	 	Documentary Conditions Precedent
	 
	 	 	The obligations of the Lender under this Agreement shall be subject
to the condition that the Lender shall have received, in form and
substance satisfactory to the Lender in its sole discretion, by not
later than August 15, 2010, the documents, matters and things listed
in Schedule 3.1 hereto.
	 
	3.2.	 	Further Conditions Precedent
	 
	 	 	The obligations of the Lender to make any On-Call Advance, Loan or
Foreign Currency Revolving Credit Facility available to the Borrower
are subject to the further conditions precedent that:
	 
	3.2.1.	 	both on the date of each Drawdown Request and on Financial Close (save where expressly
provided below that such condition precedent is for Financial Close only):
	 
	3.2.1.1.	 	no Default shall have occurred and be continuing or may result from the making of the
requested On-Call Advance, Loan or Foreign Currency Revolving Credit Facility (including, for
the avoidance of doubt, any Default under clause 17.5 below) and each of the representations
and warranties made or, as applicable, repeated on such date are true and correct;
	 
	3.2.1.2.	 	no Material Adverse Effect shall have occurred and is continuing;











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 38 -



	3.2.1.3.	 	there shall be no impediment, restriction, limitation or prohibition under law as to: (a)
the proposed financing under this Agreement or its repayment; (b) the security interests to be
created under the Security Documents; (c) any rights of any Collateral thereunder; (d) the
realization of any Collateral hereunder (other than impediments, restrictions, limitations or
prohibitions referred to in clause 15.4.2(i) below); or (e) application of the proceeds of the
realisation of any such rights. Without limiting the generality of the aforegoing, the
granting of the Facilities or the relevant On-Call Advance, Loan or Foreign Currency Revolving
Credit Facility, as applicable, shall not result in the Lender exceeding the limits under Bank
of Israel guidelines and directives and/or under any other laws applicable to financial
institutions with respect to single borrowers (“loveh boded”), groups of borrowers (“kvutzat
lovim”), connected persons (“anashim kshurim”) or to the 6 (six) largest borrowers or groups
of borrowers or any other limit or limitations imposed thereunder (collectively, “Israeli
Banking Regulatory Limitations”); but the Lender hereby undertakes to inform the Borrower as
soon as practicable upon becoming aware of any such circumstances, and, to the extent the Bank
becomes aware of such circumstances within sufficient time, at least 30 (thirty) Business Days
prior to the effective date of such impediment, restriction, limitation or prohibition
(provided however, that such notice requirement will not oblige the Lender to provide any
banking services to the extent that such provision will be contrary to law).
	 
	3.2.1.4.	 	without derogating from clause 3.2.1.1 above, on Financial Close and at the time of each
On-Call Advance, Loan or Foreign Currency Revolving Credit Facility, as applicable (including
immediately after the making of such On-Call Advance, Loan or Foreign Currency Revolving
Credit Facility), as applicable, the Borrower shall have complied with all its obligations
under the Finance Documents;
	 
	3.2.1.5.	 	the Borrower and the other Obligors shall have executed all Standard Forms;
	 
	3.2.1.6.	 	the Borrower and the other Obligors shall have paid all Taxes, commissions and costs
payable on or before Financial Close in accordance with clause 13 below;
	 
	3.2.1.7.	 	on or before Financial Close, the Borrower shall have delivered to the Lender a list of
the companies included in the Non-Consolidated Expanded Financial Statements of the Borrower;
	 
	3.2.1.8.	 	as at Financial Close, the LTV (for the purpose of the calculation thereof, including the
amount, if any, proposed to be drawn down at Financial Close) shall not exceed [***] ([***]);
and
	 
	3.2.1.9.	 	the Borrower’s Rating as at Financial Close shall be at least “A” or an equivalent rating
by another reputable company, all in accordance with the lowest ranking in the event of more
than one rating;












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 39 -







	 	 	and
	 
	3.2.2.	 	with respect to any drawdown of On-Call Advances, the Lender shall have received a Drawdown
Request from the Borrower in the form of Schedule 1.1.22(A) hereto for On-Call Advances, with
respect to any drawdown of a Loan, the Lender shall have received a Drawdown Request from the
Borrower in the form of Schedule 1.1.22(B) for Loans and with respect to any request for
Foreign Currency Revolving Credit Facilities, the Lender shall have received a Drawdown
Request from the Borrower in the form of Schedule 1.1.22(C) hereto and the aggregate On-Call
Advances, Loans and Foreign Currency Revolving Credit Facilities to be drawn down, together
with all Total Outstandings, shall be in an amount which does not exceed the Maximum
Facilities.
	 
	4.	 	RELATIONSHIP TO STANDARD FORMS
	 
	4.1.	 	Provisions of Standard Forms
	 
	 	 	Subject to clause 4.2 below, it is hereby clarified that: (a) the
obligations of the Borrower pursuant to the Standard Forms are in
addition to the Borrower’s obligations under the other Finance
Documents; and (b) the provisions of the Standard Forms are subject
to the provisions of the other Finance Documents.
	 
	4.2.	 	Primacy of the Finance Documents
	 
	 	 	In the event of any contradiction or inconsistency between the
provisions of (a) any of the Finance Documents (other than the
Standard Forms); and (b) any Standard Forms, the provisions of such
other Finance Documents (“the Non-Standard Finance Documents”) shall
prevail. In addition, if a provision of the Non-Standard Finance
Documents and a provision of the Standard Forms regulate the same
issue, regard will be held only to such provision of the relevant
Non-Standard Finance Document with respect to such issue, and such
provision of the Standard Forms on such issue shall not apply.
	 
	5.	 	DRAWDOWN AND REPAYMENT
	 
	5.1.	 	On-Call Advances
	 
	5.1.1.	 	Subject to clauses 2.4.2 and 3 above and clause 5.4 below, the Borrower shall be entitled at
any time and from time to time, to make drawdown of On-Call Advances by submitting to the
Lender in writing, or via facsimile, Drawdown Requests for On-Call Advances in the form of
Schedule 1.1.22(A) hereto.
	 
	5.1.2.	 	The Lender shall credit the Borrower Account in the sum indicated in the Drawdown Request
for an On-Call Advance. The Lender shall notify the Borrower, within 7 (seven) days from the
date of crediting the Borrower Account, of the amount of an On-Call Advance which shall have
been provided to the Borrower by crediting the Borrower Account. The Lender’s notice shall
also specify the interest rate on such On-Call Advance.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	5.1.3.	 	The date of crediting the Borrower Account in the sum of an On-Call Advance shall be deemed
as the date of providing such On-Call Advance to the Borrower. Crediting by the Lender shall
constitute conclusive evidence of the provision of an On-Call Advance to the Borrower, in the
credited sum.
	 
	5.1.4.	 	The Borrower hereby confirms that it has received from the Lender all the information and
explanations that are required and necessary for the Borrower in connection with the
conditions of provision of an On-Call Advance and on the basis of such information and having
regard to the essence of each On-Call Advance as a short-term credit payable on each and every
day, the Borrower hereby waives receipt of a payment schedule of any kind.
	 
	5.1.5.	 	Subject to the provisions of clauses 5.1.6 and 5.1.7 below, each On-Call Advance shall be
fully paid by the Borrower on the Business Day (as defined in clause 1.1.12(a) above with
respect to NIS) next following the Drawdown Date of such On-Call Advance.
	 
	5.1.6.	 	Notwithstanding the provisions of clause 5.1.5 above, each On-Call Advance shall be extended
each time from 1 (one) Business Day to the next following Business Day, and so on and so
forth, until the date of payment thereof in the manner determined in this Agreement, all
subject to all of the provisions contained in this Agreement below.
	 
	5.1.7.	 	Each On-Call Advance shall be repaid by the Borrower, in any event, 1 (one) week after the
date of provision thereof; provided that, if the day which falls 1 (one) week after the
Drawdown Date of such On-Call Advance is not a Business Day, then the payment date shall be
postponed to the first Business Day thereafter.
	 
	 	 	The sum of the principal of an On-Call Advance which shall have been paid at the
end of 1 (one) week as aforesaid shall be immediately provided anew as an On-Call
Advance to the Borrower by the Lender, unless the Borrower shall decide not to
renew such On-Call Advance, or any part thereof, and written notice to such effect
is delivered to the Lender in writing or via facsimile. The Lender shall be
entitled not to renew an On-Call Advance only if an Event of Default has occurred
and is continuing.
	 
	5.1.8.	 	Notwithstanding the aforegoing, if the rate of interest on an On-Call Advance is increased
or decreased, then the Lender shall give the Borrower written notice thereof and shall make an
On-Call Advance payable on the date scheduled for the modification of the interest rate. The
Lender shall notify the Borrower of the new interest rate as determined by the Lender in
accordance with this Agreement and, unless the Borrower shall notify the Lender in writing
that it does not wish to renew the On-Call Advance, shall immediately provide a new On-Call
Advance to the Borrower in the sum of the principal of the On-Call Advance which shall have
been paid and the new interest rate which shall have been determined shall apply to such new
On-Call Advance.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	5.1.9.	 	The Borrower shall be entitled in its absolute discretion to pay the entire sum of an
On-Call Advance, or any part thereof, on any Business Day. If the Borrower shall have decided
as aforesaid, the Borrower shall notify the Lender to such effect in writing or via facsimile.
	 
	5.1.10.	 	Notwithstanding anything to the contrary in this Agreement, all On-Call Advances shall be
repaid on or before the Final Maturity Date.
	 
	5.2.	 	Foreign Currency Revolving Credit Facilities
	 
	5.2.1.	 	Subject to clauses 2.4.2 and 3 above and clause 5.4 below, the Borrower shall be entitled at
any time and from time to time, to have allocated to the Borrower in the Borrower Account a
Foreign Currency Revolving Credit Facility by submitting to the Lender, in writing or via
facsimile, a Drawdown Request for a Foreign Currency Revolving Credit Facility in the form of
Schedule 1.1.22(C) hereto or in such other form as the Lender may agree in writing in a
maximum amount specified in such Drawdown Request (“the Amount of the Credit Facility”). For
the avoidance of doubt, the Borrower shall be entitled, at any one time, subject to clauses
2.4.2 and 3 above and clause 5.4 below, to have 1 (one) Foreign Currency Revolving Credit
Facility in Canadian Dollars, 1 (one) Foreign Currency Revolving Credit Facility in US
Dollars, 1 (one) Foreign Currency Revolving Credit Facility in Euro and 1 (one) Foreign
Currency Revolving Credit Facility in each of the Other Available Currencies, but not more
than 1 (one) Foreign Currency Revolving Credit Facility in each currency at any one time.
	 
	5.2.2.	 	The Borrower shall, with respect to each Foreign Currency Revolving Credit Facility, give
debit instructions and otherwise operate the Borrower Account in such a way that there is
never at any time a debit balance (including interest) in excess of the Amount of the Credit
Facility at such time (the amount at any time of such excess, “an Excess Amount”).
Notwithstanding anything to the contrary in this Agreement, the Lender shall not be obliged to
honour any debit instructions of the Borrower: (a) as a result of which there may be created
an Excess Amount; or (b) in the event that a Default has occurred and is continuing or may
result from the fulfilment of such debit instructions. Without derogating from the
aforegoing, an Excess Amount, in as much as there is any, shall be discharged by the Borrower
to the Lender immediately upon the formation thereof, without any demand to do so needed to be
sent by the Lender.
	 
	5.2.3.	 	Each Foreign Currency Revolving Credit Facility shall be: (a) for a period as specified in
the Drawdown Request therefor, but no longer than 3 (three) months; and (b) in a foreign
currency, being Canadian Dollars, US Dollars, Euro or any Other Available Currency, as
specified in its Drawdown Request.
	 
	5.2.4.	 	The Borrower shall be entitled to cancel any Foreign Currency Revolving Credit Facility at
any time prior to the end of its Term.
	 
	5.2.5.	 	Upon termination of a Foreign Currency Revolving Credit Facility, whether at the end of the
Term thereof or due to cancellation thereof pursuant to clause 5.2.4 above, the Borrower shall
pay immediately any debit balance











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	in the Borrower Account in respect of such Foreign Currency Revolving Credit
Facility, without the need for any demand to be sent by the Lender.
	 
	5.3.	 	Loans
	 
	5.3.1.	 	Subject to clauses 2.4.2 and 3 above and clause 5.4 below, the Borrower shall be entitled at
any time and from time to time to make a drawdown of a Loan by submitting to the Lender in
writing, or via facsimile, a Drawdown Request for a Loan in the form of Schedule 1.1.22(B)
hereto.
	 
	5.3.2.	 	Without derogating from clause 5.3.4 below, each Loan shall be repaid in full on the last
day of the Term of such Loan.
	 
	5.3.3.	 	Notwithstanding anything to the contrary in this Agreement, all Loans shall be repaid on or
before the Final Maturity Date.
	 
	5.3.4.	 	The Borrower may, with respect to any Loan, prepay such Loan (in whole or in part) only on
any Interest Payment Date during the Term of such Loan, provided that the Borrower shall have
given to the Lender at least: (a) 1 (one) Business Day’s prior written notice of such
prepayment, in the event that such prepayment does not exceed US $30,000,000 (thirty million
United States Dollars) or the equivalent thereof in the currency of the Loan, if not US
Dollars; or (b) 5 (five) Business Days’ prior written notice of such prepayment, if such
prepayment exceeds US $30,000,000 (thirty million United States Dollars) or the equivalent
thereof in the currency of the Loan, if not US Dollars.
	 
	5.3.5.	 	A notice of prepayment given by the Borrower as referred to in clause 5.3.4 above shall be
irrevocable and shall oblige the Borrower to make such prepayment on the date specified
therefor in such notice of prepayment.
	 
	5.3.6.	 	For the avoidance of doubt, all prepayments shall be made together with any accrued but
unpaid interest on the amount being prepaid and together with all breakage costs to be paid in
accordance with clause 13.11 below, if applicable.
	 
	5.3.7.	 	A repayment or prepayment of any Loan shall be made in the currency in which such Loan was
made.
	 
	5.3.8.	 	The Borrower shall not prepay all or any part of the Loans except at the times and in the
manner expressly provided in this clause 5.3 above.
	 
	5.3.9.	 	Nothing herein contained shall derogate from clause 13.11 below.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	5.4.	 	General
	 
	 	 	Notwithstanding anything to the contrary in this Agreement:
	 
	5.4.1.	 	no On-Call Advance or Loan shall be made, nor Foreign Currency Revolving Credit Facility
shall be granted or debit instruction thereon honoured:
	 
	5.4.1.1.	 	if the amount of such On-Call Advance, Loan or Foreign Currency Revolving Credit Facility
or debit instruction (or the equivalent of any of the aforegoing in Canadian Dollars),
together with the Total Outstandings as at the Drawdown Date (for such On-Call Advance, Loan
or Foreign Currency Revolving Credit Facility), exceeds the Maximum Facilities;
	 
	5.4.1.2.	 	on or after the Final Maturity Date; or
	 
	5.4.1.3.	 	if a Default has occurred, or a Default may occur as a result of the making of such
On-Call Advance, Loan or allocation of such Foreign Currency Revolving Credit Facility or
honouring of such debit instruction;
	 
	 	 	and
	 
	5.4.2.	 	without derogating from clause 2.5 above, in the event the Total Outstandings or aggregate
Facilities shall at any time exceed the Maximum Facilities the Lender shall be entitled to
reduce or cancel any Facility, such that the Total Outstandings or aggregate Facilities shall
not exceed the Maximum Facilities.
	 
	6.	 	INTEREST
	 
	6.1.	 	On-Call Advances
	 
	6.1.1.	 	On-Call Advances shall bear interest at a rate equal to: (a) the Wholesale Interest as
determined by the Lender for such On-Call Advances, from time to time, during the period
thereof; plus (b) the Margin. The rate of interest on each On-Call Advance shall be notified
by the Lender to the Borrower pursuant to clause 5.1.2 or 5.1.8, as applicable.
	 
	6.1.2.	 	The interest rate referred to in clause 6.1.1. above shall be stated as a yearly rate and
shall be calculated by the Lender according to a daily calculation, shall accrue from day to
day and shall be calculated according to the actual number of days on which the relevant
On-Call Advance was continuing, from the Drawdown Date thereof until the date of payment
thereof (not including the payment date) and based on the number of days in the year (365
(three hundred and sixty-five) or 366 (three hundred and sixty-six), as the case may be).
	 
	6.1.3.	 	The Borrower shall pay interest on the On-Call Advance to the Lender on any date of payment
of such On-Call Advance, together with the principal of such On-Call Advance.
















 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	6.1.4.	 	The Borrower gives the Lender absolute and irrevocable authorisation, to debit the Borrower
Account in the sum of the principal of the On-Call Advance and the interest which shall have
accrued thereon, on any date on which such On-Call Advance shall be due and payable.
	 
	6.2.	 	Debit Balances of Foreign Currency in the Borrower Account
	 
	6.2.1.	 	Any debit balance in respect of a Foreign Currency Revolving Credit Facility, up to the
Amount of the Credit Facility for such Foreign Currency Revolving Credit Facility, shall bear
interest at a rate equal to the sum of: (a) the Wholesale Interest rate for such Foreign
Currency Revolving Credit Facility as determined on the Drawdown Date for such Foreign
Currency Revolving Credit Facility; and (b) the Margin. For the avoidance of doubt, the rate
of interest on debit balances in the Borrower Account shall vary in accordance with changes in
the LIBOR during the Term of such Foreign Currency Revolving Credit Facility.
	 
	 	 	Any Excess Amount shall bear interest at the rate set out in clause 6.5 below, in
addition, for the avoidance of doubt, to clause 6.4 below. If the debit balance
in the Borrower Account for any Foreign Currency Revolving Credit Facility is not
discharged in full on the expiry of the Term of such facility, then the whole
debit balance in respect of such Foreign Currency Revolving Credit Facility shall
bear interest at the rate determined in clause 6.5 below.
	 
	6.2.2.	 	Interest on debit balances in the Borrower Account shall be compound interest as calculated
by the Lender. Such interest shall be charged to the Borrower Account, in the currency of the
relevant Foreign Currency Revolving Credit Facility, for each period of one calendar month, on
the first day of the calendar month next following such month during which such interest was
accrued (regardless of whether such day is a Business Day or not). The Borrower is aware that
the first and/or the last period(s) for which interest as aforesaid will be charged to the
Borrower Account as provided in this clause 6.2.2 may be shorter or longer than the rest of
the periods for which interest as aforesaid will be charged to the Borrower Account as
aforesaid.
	 
	6.2.3.	 	 
	 
	6.2.3.1.	 	Subject to clause 6.2.3.2 below, if by reason of any change in, or the introduction of, or
any change in the interpretation, administration or application by any Governmental Body of,
any law, or by reason of the interpretation, administration or application adopted or declared
by any Governmental Body in respect of any law, after the date of this Agreement (including,
the implementation in any jurisdiction of the proposals made by the Basle Committee on Bank
Regulations and Supervisory Practices for the International Convergence of Capital
Measurements and Capital Standards) which affects the Lender, or compliance by the Lender with
any such change, introduction, adoption or declaration, including, in each case, those
relating to Taxation, reserves, special deposits, cash ratio, liquidity, limits on provision
of credit to single borrowers or groups of











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	borrowers or capital adequacy requirements or other forms of banking,
fiscal, monetary or regulatory controls:
	 
	6.2.3.1.1.	 	the Lender incurs a cost or payment as a result of it having entered into and/or
performing and/or assuming and/or maintaining and/or funding its obligations or commitments
under any Finance Document and/or maintaining the outstanding balance of the Facilities, or
there are any increased costs to the Lender as a result of any of the aforegoing (including
due to making reserves); or
	 
	6.2.3.1.2.	 	any amount receivable by the Lender under any Finance Document is reduced (save to the
extent matched by a reduction in the cost of providing the Facilities)
	 
	 	 	and such cost, payment or reduction is not compensated for by any other
provision of this Agreement, then and in each such case, the Lender shall
immediately notify the Borrower of that event promptly upon it becoming
aware of the event, including, in reasonable detail, particulars of the
event and within 20 (twenty) Business Days after receipt by the Borrower of
a demand by the Lender accompanied by a certificate, specifying the amount
of compensation claimed and setting out the calculation of the amount in
reasonable detail, the Borrower shall, unless the Borrower shall have
elected to prepay to the Lender all of the Total Outstandings pursuant to
clause 13.4.2 below, pay to the Lender such amount as shall compensate the
Lender for such cost, reduction or payment with respect to the period
beginning on the date on which such cost, payment or reduction becomes
applicable.
	 
	 	 	Nothing in this clause 6.2.3.1 shall oblige the Lender to disclose any
confidential information relating to the organisation or administration of
its affairs.
	 
	6.2.3.2.	 	Clause 6.2.3.1 above shall not apply so as to oblige the Borrower to compensate the Lender
for any increased cost, reduction or payment resulting from any change in, or the introduction
of any change in the interpretation or application of, any law relating to, or any change in
the rate of Tax on income, of the Lender.
	 
	6.2.4.	 	Interest payable on each Foreign Currency Revolving Credit Facility, including increased
interest as referred to in clause 6.2.3 above and default interest in accordance with clause
6.5 below shall accrue from day to day on the debit balance in respect of such Foreign
Currency Revolving Credit Facility from time to time and shall be calculated on the basis of
the actual number of days elapsed and a 360 (three hundred and sixty) day year.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	6.3.	 	Loans
	 
	6.3.1.	 	Each Loan shall bear interest during each Interest Period during the Term of such Loan at a
rate equal to: (a) the Wholesale Interest as determined in accordance with this Agreement for
such Loan; plus (b) the Margin.
	 
	6.3.2.	 	The interest rate referred to in clause 6.3.1. above shall be stated as a yearly rate and
shall accrue from day to day and shall be calculated according to the actual number of days
elapsed and a 360 (three hundred and sixty) day year.
	 
	6.3.3.	 	The Borrower shall pay interest on each Loan to the Lender on each Interest Payment Date
during the Term of such Loan.
	 
	6.3.4.	 	The Borrower gives the Lender absolute and irrevocable authorisation, to debit the Borrower
Account in the sum of the interest on each Loan which shall have accrued thereon, on each
Interest Payment Date for such Loan.
	 
	6.3.5.	 	 
	 
	6.3.5.1.	 	Subject to clause 6.3.5.2 below, if by reason of any change in, or the introduction of, or
any change in the interpretation, administration or application by any Governmental Body of,
any law, or by reason of the interpretation, administration or application adopted or declared
by any Governmental Body in respect of any law, after the date of this Agreement (including,
the implementation in any jurisdiction of the proposals made by the Basle Committee on Bank
Regulations and Supervisory Practices for the International Convergence of Capital
Measurements and Capital Standards) which affects the Lender, or compliance by the Lender with
any such change, introduction, adoption or declaration, including, in each case, those
relating to Taxation, reserves, special deposits, cash ratio, liquidity, limits on provision
of credit to single borrowers or groups of borrowers or capital adequacy requirements or other
forms of banking, fiscal, monetary or regulatory controls:
	 
	6.3.5.1.1.	 	the Lender incurs a cost or payment as a result of it having entered into and/or
performing and/or assuming and/or maintaining and/or funding its obligations or commitments
under any Finance Document and/or maintaining the outstanding balance of the Facilities, or
there are any increased costs to the Lender as a result of any of the aforegoing (including
due to making reserves); or
	 
	6.3.5.1.2.	 	any amount receivable by the Lender under any Finance Document is reduced (save to the
extent matched by a reduction in the cost of providing the Facilities)
	 
	 	 	and such cost, payment or reduction is not compensated for by any other
provision of this Agreement, then and in each such case, the Lender shall
immediately notify the Borrower of that event promptly upon it becoming
aware of the event, including, in reasonable detail, particulars of the
event and within 20 (twenty) Business Days after











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 47 -



	 	 	receipt by the Borrower of a demand by the Lender accompanied by a
certificate, specifying the amount of compensation claimed and setting out
the calculation of the amount in reasonable detail, the Borrower shall,
unless the Borrower shall have elected to prepay to the Lender all of the
Total Outstandings pursuant to clause 13.4.2 below, pay to the Lender such
amount as shall compensate the Lender for such cost, reduction or payment
with respect to the period beginning on the date on which such cost, payment
or reduction becomes applicable.
	 
	 	 	Nothing in this clause 6.3.5.1 shall oblige the Lender to disclose any
confidential information relating to the organisation or administration of
its affairs.
	 
	6.3.5.2.	 	Clause 6.3.5.1 above shall not apply so as to oblige the Borrower to compensate the Lender
for any increased cost, reduction or payment resulting from any change in, or the introduction
of any change in the interpretation or application of, any law relating to, or any change in
the rate of Tax on income, of the Lender.
	 
	6.4.	 	Variation of Margin
	 
	 	 	Without derogating from clause 6.5 below, in the event that:
	 
	6.4.1.	 	any of the financial ratios set out in clauses 10.6, 10.7 or 10.8 below shall not be
complied with for any Quarter or Financial Year, then, without derogating from clause 17.5
below, the Margin shall, with effect from the end of the Quarter in which such non-compliance
becomes apparent, be increased (in addition to any increase under clause 6.4.2 below) by
[***]% ([***] percent) per annum, until the Quarter following the first Quarter in which all
such financial ratios are again complied with;
	 
	6.4.2.	 	the Borrower’s Rating shall be lower than: “[***]” (or lower than an equivalent rating by
another reputable company, all in accordance with the lowest ranking in the event of more than
one rating) by 2 (two) rating notches or more, then, with effect from the date of publication
of such rating, until the date that a new Borrower’s Rating is published that is “[***]” (or
“[***]” equivalent as aforesaid) or higher, the Margin shall be increased (in addition to any
increases under clause 6.4.1 above) by [***]% ([***] percent) per annum for each 2 (two)
reductions in rating notches (for example, in the event that the Borrower’s Rating is “[***]”,
the addition to the Margin under this clause 6.4.2 shall be [***]% ([***] percent) per annum).
For the avoidance of doubt, in the event that the Margin shall be increased by more than
[***]% ([***] percent) in accordance with this clause 6.4.2 above and, thereafter, a new
Borrower’s Rating is published which is 2 (two) rating notches or more higher than the
previous Borrower’s Rating, then the Margin shall, with effect from the date of such
publication, be reduced by [***]% ([***] percent) for each 2 (two) increases in rating
notches, provided that, for the further avoidance of doubt, the Margin shall not be reduced to
less than [***]% ([***] percent) per annum; or











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	6.4.3.	 	the Borrower’s Rating shall be higher than “[***]”.(or higher than an equivalent rating by
another reputable company, all in accordance with the lowest ranking in the event of more than
one rating) by 2 (two) rating notches or more, then, with effect from the date of publication
of such rating, until the date that a new Borrower’s Rating is
published that is [***] or less (or, in each case, the equivalent thereof as aforesaid), the Margin
shall be decreased by [***]% ([***] percent) per annum.
	 
	6.5.	 	Default Interest
	 
	 	 	In the event of the occurrence of an Event of Default, the interest
rate on each On-Call Advance, Loan or Foreign Currency Revolving
Credit Facility shall be increased by [***]% ([***] percent) (in
addition to the Wholesale Interest plus the Margin applicable to such
On-Call Advance, Loan or Foreign Currency Revolving Credit Facility),
as such Margin may be in addition increased pursuant to clause 6.4
above. Any sums, other than any On-Call Advance, Loan or Foreign
Currency Revolving Credit Facility, due and unpaid, shall bear
default interest from the time such sum was due and: (a) with respect
to sums owed in NIS, at an interest rate equal to the default
interest which would have been paid on such sums had they comprised
an On-Call Advance made on the due date for payment of such sum; and
(b) with respect to sums owed in a currency other than NIS, at an
interest rate which would have been paid on such sums had they
comprised a Foreign Currency Revolving Credit Facility in the same
currency at such time, both determined as aforesaid in this clause
6.5 above. Default interest as aforesaid shall be payable from time
to time on demand and, for so long as not so paid, shall be
capitalised (added to the principal amount unpaid) at the end of the
period for capitalisation of default interest which is generally
applicable to default interest payable by the customers of the Lender
for On-Call Advances, Loans or Foreign Currency Revolving Credit
Facilities, as applicable.
	 
	6.6.	 	Currency and Amount of Payment
	 
	 	 	All interest payable under this clause 6 shall be paid in the
currency of the On-Call Advance, Loan or Foreign Currency Revolving
Credit Facility, as the case may be, in respect of which such
interest is payable. The Borrower shall pay all interest payable
under this Agreement by transferring such interest to the Borrower
Account.
	 
	7.	 	TAXES
	 
	7.1.	 	Payments to be made free of Tax
	 
	 	 	All payments to be made by the Borrower to the Lender under this
Agreement shall be made free and clear of, and without deduction for,
or on account of, Tax, any set-off or counterclaim, unless the
Borrower is required by law to make any such payment subject to the
deduction or withholding of Tax, in which case the provisions of
clause 7.2 shall apply.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	7.2.	 	Payments subject to Tax
	 
	7.2.1.	 	In the event that the Borrower is required by law to make any such payment subject to the
deduction, withholding or payment of Tax, then (save where such deduction, withholding or
payment is in respect of any Tax on income, including income Tax on interest, of the Lender
and the Borrower shall have delivered to the Lender an original receipt from the relevant Tax
authority in accordance with clause 7.2B below, subject to clause 7.2.2. herein, the sum
payable by the Borrower in respect of which such deduction, withholding or payment is required
to be made shall be increased, to the extent necessary, to ensure that after the making of the
required deduction or withholding, the Lender receives and retains (free from any liability in
respect of any such deduction, withholding or payment) a net sum equal to the sum which it
would have received and so retained had no such deduction, withholding or payment been made or
required to be made.
	 
	7.2.2.	 	The obligations of the Borrower to pay any increased amount in accordance with clause 7
shall apply only to Taxes (excluding any Tax on income) imposed due to any change in, or the
introduction of, or any change in the interpretation, administration or application by any
Governmental Body of, any law, or by reason of the interpretation, administration or
application adopted or declared by any Governmental Body in respect of any law, after the date
of signature of this Agreement which affects the Lender.
	 
	7.2.3.	 	The Borrower shall indemnify the Lender for any loss or cost in fact incurred by the Lender
due to any omission or default in the withholding or payment of Tax as aforesaid. The
Borrower shall deliver to the Lender immediately all receipts, approvals and/or other evidence
relating to the amounts paid by way of withholding, deduction or payment of Taxes as
aforesaid.
	 
	7.2A.	 	Notification of Taxes
	 
	 	 	Without derogating from clause 7.2.1 above, if, at any time, the
Borrower is required by law to make any deduction or withholding
from any sum payable by it hereunder, the Borrower shall, as soon as
reasonably practicable, notify the Lender thereof.
	 
	7.2B.	 	Payment and Submission of Receipt
	 
	 	 	If the Borrower makes any payment hereunder in respect of which it
is required to make any deduction or withholding, it shall, without
derogating from clause 7.2.1 above, pay the full amount required to
be deducted or withheld to the relevant Taxation or other authority
within the time allowed for such payment under applicable law and
shall deliver to the Lender, as soon as reasonably practicable after
it has made such payment to the relevant authority, an original
receipt (or a certified copy thereof) issued by such authority
evidencing the payment to such authority of all amounts so required
to be deducted or withheld in respect of such payment.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	7.3.	 	Tax Saving
	 
	7.3.1.	 	In the event that following the imposition of any Tax on any payment by the Borrower to the
Lender in consequence of which the Borrower is required, under clause 7.2 above, to pay any
additional amount in respect thereof, the Lender has received or been granted a repayment of
Tax, or a credit against, or remission for, or deduction from, or in respect of, any Tax
payable by it (any of the aforegoing, to the extent so reasonably identifiable and
quantifiable, being referred to as “a saving”), the Lender shall, to the extent that it can do
so without prejudice to the relevant saving, and subject to the Borrower’s obligation to repay
the amount to the Lender, if the relevant saving is subsequently disallowed or cancelled
(which repayment shall be made promptly on receipt of notice by the Borrower from the Lender
of such disallowance or cancellation), reimburse the Borrower promptly after receipt of such
saving by the Lender with such amount equal to the lower of: (a) the additional amount paid by
the Borrower in respect of such Tax under clause 7.2 above as aforesaid, together with
applicable interest under the Adjudication of Interest and Linkage Law, 5721—1961; and (b)
the finally determined amount or value of the relevant saving.
	 
	7.3.2.	 	Nothing in this Agreement shall interfere with the right of the Lender to arrange its Tax
and other affairs in whatever manner it thinks fit and, in particular, the Lender shall not be
under any obligation to claim relief from Tax on its corporate profits, or from any similar
Tax liability, in respect of the Tax, or to claim relief in respect of the amount paid by the
Borrower in priority to any other claims, credits or deductions available to it or to disclose
details of its Tax affairs.
	 
	7.3.3.	 	The Lender shall notify the Borrower promptly of the receipt of any saving and of the amount
or value of such saving. The Lender shall not be required to disclose any confidential
information relating to the organisation or administration of its affairs.
	 
	7.4.	 	VAT
	 
	 	 	The Borrower shall pay to the Lender all VAT, if any, payable in
respect of any payment to be made by the Borrower to the Lender under
this Agreement or under any other Finance Document, such VAT to be
paid by the Borrower at the same time it makes the relevant payment.
	 
	8.	 	APPLICATION OF PAYMENTS
	 
	8.1.	 	Application
	 
	 	 	Subject to clause 8.2 below, any amount, payment or credit of any
sort paid or received into the Borrower Account or received by the
Lender, all, as a result of realisation of any Collateral given in
favour of the Lender, shall be applied towards the obligations of the
Borrower or any Obligor under the Finance Documents in the following
order (after converting the payment into the











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	currency necessary to make payment of all amounts due as aforesaid in the currencies in
which such amounts are due):
	 
	8.1.1.	 	first, in or towards discharge of all costs and expenses incurred and which may be incurred
in connection with the collection of the Secured Obligations, including the costs and
remuneration of any Receiver;
	 
	8.1.2.	 	second, in or towards payment of any unpaid fees, costs and expenses of the Lender;
	 
	8.1.3.	 	third, in or towards payment of any other amount due but unpaid under this Agreement or
under any other Finance Document, in respect of On-Call Advances, Loans and Foreign Currency
Revolving Credit Facilities, other than principal (including interest, default interest,
additional interest, damages, commissions, fees, breakage costs and all other costs), the
above in such order as the Lender deems fit; and
	 
	8.1.4.	 	fourth, in or towards payment on account of the principal of the On-Call Advances and Loans
and the debit balances (principal) of Foreign Currency Revolving Credit Facilities.
	 
	8.2.	 	Realisation of Collateral
	 
	 	 	In the event that the Lender shall realise any Collateral (it being
recorded that all Collateral hereunder shall serve also as collateral
for the Gazit Canada Secured Obligations), then any sums received by
the Lender in connection with the aforegoing shall be applied, as
between the Secured Obligations and the Gazit Canada Secured
Obligations, in the following order:
	 
	8.2.1.	 	first, in or towards discharge of all costs and expenses incurred and which may be incurred
in connection with the collection of the Secured Obligations and the Gazit Canada Secured
Obligations, including the costs and remuneration of any Receiver or any other entity and/or
any competent authority to take possession and/or realise any of the Collateral, the above in
such order and applied in such proportion between such amounts due but unpaid under the
Finance Documents and the Gazit Canada Finance Documents, as aforesaid, as the Lender shall
deem fit;
	 
	8.2.2.	 	second, in or towards payment of any unpaid fees, costs and expenses of the Lender;
	 
	8.2.3.	 	third, in or towards payment of any other amount due, but unpaid, under the Finance
Documents and the Gazit Canada Finance Documents, other than principal, including interest,
default interest, additional interest, damages, commissions, fees, breakage costs and all
other costs, the above in such order and applied in such proportion between such amounts due
but unpaid under the Finance Documents and the Gazit Canada Finance Documents, as aforesaid,
as the Lender shall deem fit; and
	 
	8.2.4.	 	fourth, in or towards payment on account of the principal of the On-Call Advances and Loans
and the debit balances of Foreign Currency Revolving Credit Facilities and the principal of
On-Call Advances and











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	Loans and debit balances (principal) under the Gazit Canada Facility Agreement in
such proportion, between the amount of the outstanding principal of the On-Call
Advances and Loans and the debit balances (principal) of Foreign Currency
Revolving Credit Facilities and the amount of the principal of On-Call Advances
and Loans and debit balances under the Gazit Canada Facility Agreement, as the
Lender deems fit.
	 
	 	 	The aforegoing in this clause 8.2 and in clause 8.1 above will override any
appropriation made by the Borrower or either Guarantor.
	 
	8.3.	 	Currency Conversion
	 
	 	 	If, notwithstanding the obligations of the Borrower under any Finance
Document (and without derogating from such obligations), any sum is
received (including by way of set-off in accordance with clause 11
below) by the Lender in a currency (“the first currency”) other than
the currency (“the second currency”) in which the relevant amount is
to be paid pursuant to the relevant provisions of the relevant
Finance Document, then such sum shall be converted into the second
currency at the buying rate of the second currency for the first
currency as prevailing in the Lender’s dealing room at the time of
such conversion for customers of similar size as the Borrower and for
conversions of similar amounts and the Borrower shall hold harmless
the Lender from and against any loss suffered or incurred as a result
of such conversion.
	 
	9.	 	COLLATERAL
	 
	9.1.	 	Provision of Collateral
	 
	 	 	As continuing collateral and security to secure the full, final and
complete payment of all the Secured Obligations and the Gazit Canada
Secured Obligations owing and/or which may be owed by the Borrower or
any other Obligor to the Lender (including all commissions and costs,
to the extent included in the Secured Obligations or the Gazit Canada
Secured Obligations), the Borrower shall procure the provision of the
Collateral as contemplated under the Security Documents as referred
to in clauses 1.1.81(a)-(k) (inclusive) above.
	 
	9.2.	 	Continuing Collateral
	 
	 	 	The Collateral listed in this clause shall constitute continuing
security for the full and punctual payment, discharge and performance
of all the Secured Obligations in accordance with the Finance
Documents and of all the Gazit Canada Secured Obligations and shall
remain in full force and effect, irrespective of any settlement of
account or other matter or thing whatsoever and shall not be
considered satisfied by any intermediate payment of all or any of the
Secured Obligations or all or any of the Gazit Canada Secured
Obligations and shall continue in full force and effect until the
later of: (a) the final payment in full of all Total Outstandings and
Gazit Canada Total Outstandings; and (b) the termination of the
Facilities and of the Facilities (as defined in the Gazit Canada
Facility Agreement).











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	9.3.	 	General
	 
	9.3.1.	 	Any and all Collateral that shall have been provided and/or will be provided by the Borrower
or any other Obligor and/or for the Borrower or any other Obligor to the Lender and any and
all other Bills (as defined in clause 9.4.2 below) which the Borrower and/or the Guarantors
shall have delivered and/or will deliver to the Lender from time to time, shall also serve as
security for the full and accurate clearance and payment of the Secured Obligations and the
Gazit Canada Secured Obligations, including interest and any other sum due from the Borrower
and/or which may be due from the Borrower to the Lender under the Finance Documents.
	 
	9.3.2.	 	All Collateral and/or guarantees for payment of the Secured Obligations are independent of
one another. Without derogating from clauses 17.16 and 17.19 below, in the event of the
occurrence of an Event of Default, the Lender shall be entitled to realise the Collateral in
accordance with such order as it sees fit and the realisation of any one Collateral shall not
prejudice or derogate from any other Collateral.
	 
	9.4.	 	Bills
	 
	9.4.1.	 	Where the Lender holds Bills signed and/or endorsed and/or guaranteed by the Borrower, which
were delivered and/or which may be delivered to the Lender for collection and/or safekeeping
and/or as Collateral and/or otherwise, such Bills shall be and shall be deemed pledged and
charged in favour of the Lender by way of a first-ranking pledge and specific charge as
security for the Secured Obligations and the Lender may, in the same circumstances that the
Lender shall be entitled to realize the Collateral, sell or discount the Bills and take any
legal and/or other action which the Lender deems fit for the collection of such Bills and the
Lender may charge the costs of collection to the Borrower’s account. In such circumstances,
the Lender may settle with the drawers or makers and/or endorsers and/or guarantors and/or
with any one of them on different terms, waive, release, accept from them partial
consideration and apply the proceeds of such Bills in satisfaction of debts due and/or
becoming due from the Borrower to the Lender. Receipt of Bills as aforesaid or receipt of the
whole or partial proceeds thereof as aforesaid shall in no way derogate from the Borrower’s
obligation to fulfil and discharge all of the Secured Obligations.
	 
	9.4.2.	 	For the purposes of this clause 9.4 and clause 9.3 above, “Bills” shall mean any promissory
note, bill of exchange, cheque (as defined in Section 73 of the Israeli Bills of Exchange
Ordinance [New Version], 5717-1957), undertaking, guarantee, collateral, assignment, bill of
lading, certificate of deposit, draft payment order and any negotiable instrument of any kind.
	 
	9.5.	 	Entitlement to Withdraw Dividend 
	 
	 	 	For so long as no Default has occurred and is continuing, the Guarantors shall be
entitled to withdraw all amounts of dividends on Pledged FCR Shares received into the
Gazit Canada Charged Account or to the Gazit 2003 Charged











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	Account, and the Obligors shall be entitled to withdraw all amounts of dividends on any
other Collateral received into any of the Charged Accounts.
	 
	9.6.	 	Entitlement to Release All Collateral
	 
	 	 	For the avoidance of doubt, all collateral created under the Finance
Documents shall be promptly released upon the later of: (a) full and
final discharge of all the Secured Obligations and the Gazit Canada
Secured Obligations; and (b) termination of all of the Facilities and
all of the Facilities (as such term is defined in the Gazit Canada
Facility Agreement).
	 
	9.7.	 	Termination of Guarantees and Liabilities; Transfer of Securities between Guarantors
	 
	9.7.1.	 	For the avoidance of doubt, all guarantees issued by any Obligor other than the Borrower and
Gazit Canada, and all obligations, undertakings, and liabilities by such Obligor pursuant to
any Finance Document, shall terminate upon the final release of all Collateral pledged by such
Obligor pursuant to the Finance Documents.
	 
	9.7.2.	 	The Borrower shall be entitled, from time to time, by written notice to the Lender, to
require the Lender’s consent that any or all of the Securities pledged by any specific
Guarantor (other than Gazit Canada) be transferred to another Guarantor, and the Lender shall
accede to such request provided that no Default has occurred and is continuing and provided
further that: (a) the Lender is satisfied that the Securities transferred remain duly and
validly pledged with the same priority as set forth therein under the Security Documents, that
such pledge is not capable of being set aside and a legal opinion, in a form satisfactory to
the Lender, is provided to the Lender in connection therewith; (b) such Guarantor shall issue
to the Lender a guarantee, mutatis mutandis, in the same form as that issued by the
transferring Guarantor; (c) the Lender is satisfied that such Guarantor is and will continue
to be solvent, able to continue to conduct its business and to pay all its debts as they
become due; and (d) the Lender is satisfied that such Guarantors (including the new Guarantor)
are not entering, into the arrangements contemplated hereby, or intend to make any transfer or
incur any obligations hereunder or thereunder, with actual intent to hinder, delay or defraud
either present or future creditors.
	 
	9.8.	 	Security Interests to secure Secured Obligations only
	 
	 	 	Notwithstanding anything to the contrary contained in this Agreement
or in the other Finance Documents, it is hereby clarified, for the
avoidance of doubt, that the security interests granted under this
Agreement and the other Finance Documents secure only the Secured
Obligations and the Gazit Canada Secured Obligations and, for the
avoidance of doubt, not any other debts, credit lines or other
Indebtedness of the Borrower or any other Obligor (including any
Indebtedness of the Borrower or any other Obligor under any
syndicated loan in which the Lender is one of the lenders providing
credit to the Borrower). For the avoidance of doubt, nothing
contained in this clause shall be construed as











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	limiting the full recourse of the Lender to the Obligors under the Finance Documents.
	 
	9.9.	 	Creation of Floating Charges by Non-Israeli Companies
	 
	 	 	Notwithstanding anything to the contrary in this Agreement and/or
any other Finance Document, it is agreed and all the parties hereto
acknowledge, that the possibility of creating a floating charge in
Israel by a foreign company (which is not registered as a foreign
company pursuant to Section 346 of the Companies Law) is legally
uncertain under Israeli law, and therefore, any representation,
warranty, covenant or any other reference pursuant to this Agreement
and/or any other Finance Document, with respect to the legality,
validity, binding effect and/or enforceability of any security
interest under the Finance Documents shall be deemed to exclude
reference to such floating charges created in Israel by non-Israeli
companies (including for the purpose of serving as a basis for a
non-compliance, breach, default and/or misrepresentation). The
Borrower represents that all Obligors which are foreign companies
(as defined in the Companies Law) are not registered in Israel as a
“foreign company” pursuant to Section 346 of the Companies Law.
	 
	9.10.	 	Further Collateral
	 
	 	 	Without derogating from clause 10.1.3 below, the Lender consents to
the provision by the Borrower of further Collateral (to be pledged
in accordance with the Security Documents) in the form of additional
FCR Shares (other than the Pledged FCR Shares) and/or convertible
debentures of FCR (to the extent such debentures are listed at the
TSX and so long as the price for such debentures is generally quoted
on each trading day (“the FCR Eligible Debentures”)), for the sole
purpose of avoiding an Event of Default under clause 17.13 below.
	 
	10.	 	FINANCIAL RATIOS
	 
	 	 	Failure to comply with any of the financial ratios set out in clauses 10.6, 10.7 or 10.8 below
shall, without derogating from clause 17.5.2 below (if applicable), result in an increase in
the Margin in accordance with clause 6.3.1 above, and failure to comply with any of clauses
10.1—10.5 (inclusive) below shall constitute an Event of Default in accordance with clause
17.5.1 below:
	 
	10.1.	 	The average LTV during any consecutive 5 (five) trading days shall not exceed 85%
(eighty-five percent) unless the Borrower has within 2 (two) Business Days thereafter, either:
	 
	10.1.1.	 	prepaid the Required Amount;
	 
	10.1.2.	 	deposited the Required Amount, in clear funds, into the Borrower Account, which deposit is
duly pledged and charged by way of first-ranking fixed pledge and charge, in favour of the
Lender;
	 
	10.1.3.	 	provided to the Lender further Collateral in form and types acceptable to the Lender in its
sole discretion the value of which (as determined by the Lender applying such safety factors
as the Lender sees fit), is equal to the Required Amount. For the purposes of this clause
10.1.3, the Lender











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	consents to the provision of further Collateral in the form of additional FCR
Shares (other than the Pledged FCR Shares) and/or FCR Eligible Debentures;
provided that: (a) the maximum number of FCR Shares (including those Pledged FCR
Shares pledged prior to such provision) taken into account in calculating the LTV,
shall not exceed 43% (forty-three percent) of the issued and outstanding share
capital of FCR and up to CAD 100,000,000 (one hundred million Canadian Dollars)
par value of FCR Eligible Debentures; and (b) such limits of 43% (forty-three
percent) and CAD 100,000,000 (one hundred million Canadian Dollars) shall not
apply with respect to further Collateral provided in accordance with clause 9.10
above. No safety factor shall be applied to such further FCR Shares or FCR
Eligible Debentures provided as Collateral as aforesaid; or
	 
	10.1.4.	 	acted pursuant to more than one of the above alternatives, provided that the aggregate of
the amounts prepaid and/or of funds pledged and the value of the other Collateral pledged in
accordance with the aforegoing (as determined in accordance with clause 10.1.3 above), is
equal to the Required Amount.
	 
	 	 	“The Required Amount” shall mean the amount which, when deducted from the Total
Outstandings and the Total Outstandings Gazit Canada or, as applicable, added as
Collateral, would result in the LTV being (on the last day of such 2 (two) Business Day
period) 70% (sixty percent).
	 
	 	 	In the event that the Borrower shall in accordance with any of clauses 10.1.2-10.1.4
(inclusive) have provided further Collateral and/or made a deposit (“the Further
Collateral”) and shall thereafter request that all or any part of the Further Collateral
be released, then the Lender shall agree to such release if both of the following
conditions are met: (i) during the consecutive 30 (thirty) day period prior to the date
of such release the average LTV shall be 70% (seventy percent) or less and on the date
of such release the LTV shall be 70% (seventy percent) or less, in each case, without
taking into account that part of the Further Collateral which the Borrower has requested
to release; and (ii) there shall be no Default on the date of such release.
	 
	10.2.	 	For any Quarter or Financial Year, the ratio of: (a) the Borrower’s Net Financial
Indebtedness; to (b) the Borrower’s Total Assets, less deposits of cash, cash equivalents and
short-term investments (all as appearing in the Borrower’s consolidated financial statements
for such Quarter or Financial Year), shall not exceed 75% (seventy-five percent).
	 
	 	 	For the purposes of this clause 10.2 and clause 10.3 below, “Net Financial Indebtedness”
shall mean the Borrower’s Financial Indebtedness less deposits of cash, cash equivalents
and short-term investments (that is, investments classified as short-term investments in
accordance with the classifications under Applicable Accounting Principles), all as
appearing in the relevant (consolidated) financial statements of the Borrower.
	 
	10.3.	 	For any Quarter or Financial Year, the ratio of: (a) Net Financial Indebtedness; to (b) the
Value of the Borrower’s Holdings, as appearing in the Non-Consolidated Expanded Financial
Statements of the Borrower for such Quarter or Financial Year, shall not exceed 80% (eighty
percent). For the purpose of











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	this clause 10.3, “the Value of the Borrower’s Holdings” shall mean the book value of
all holdings of the Borrower (as such value is determined in accordance with IFRS) as
appearing in the relevant Non-Consolidated Expanded Financial Statements of the
Borrower.
	 
	10.4.	 	For any Quarter or Financial Year, the shareholders’ equity of the Borrower attributable to
its shareholders, that is, excluding minority interests (as appearing in the Borrower’s
audited or reviewed, as the case may be, consolidated balance sheet) as at the end of such
Quarter or Financial Year, shall be no less than NIS 3,200,000,000 (three billion two hundred
million New Israel Sheqels).
	 
	10.5.	 	For any Quarter or Financial Year:
	 
	10.5.1.	 	the ratio of: (a) the aggregate dividends and interest paid in respect of the Pledged FCR
Shares, any FCR Eligible Debentures and any other Securities pledged under the Security
Documents and actually received into the relevant Charged Accounts in such Quarter or
Financial Year; to (b) interest paid on the Facilities under this Agreement and all interest
paid under the Gazit Canada Facility Agreement, in each case, during such Quarter or Financial
Year, shall be not less than 1.5 (one point five); all, unless the Borrower or, pursuant to
clause 10.5.1 of the Gazit Canada Facility Agreement, Gazit Canada shall, within 5 (five)
Business Days of the last day of such Quarter or Financial Year, deposit, in clear funds, in
the Borrower Account or the Gazit Canada Charged Account, as the case may be, which deposit is
duly pledged and charged by way of first-ranking fixed pledge and charge in favour of the
Lender (for the avoidance of doubt, such deposit to be in addition to any deposit for any
other purpose, such as pursuant to clause 10.1.2 above) an amount equal to the aggregate
interest payable by the Borrower and Gazit Canada in respect of the 2 (two) Quarters following
such Quarter or Financial Year (such amount being calculated on the basis of the rate of
interest applicable as at the commencement of such 2 (two) Quarters); and
	 
	10.5.2.	 	In the event the Borrower has notified the Lender that the aforegoing ratio will not be met
for any Quarter or Financial Year, the Borrower or, pursuant to clause 10.5.2 of the Gazit
Canada Facility Agreement, Gazit-Canada, shall within 5 (five) Business Days of such
notification, make a deposit meeting all the conditions referred to in clause 10.5.1 above,
for the 2 (two) Quarters following such notification.
	 
	 	 	For the avoidance of doubt, any deposit made by the Borrower pursuant to this clause
10.5 above shall not be capable of being released until the end of the first Quarter
after such deposit in which the ratio referred to in clause 10.5 above shall be 1.5 (one
point five) or more (for the avoidance of doubt, without taking into account such
deposit).
	 
	10.6.	 	For any Quarter or Financial Year, the ratio of: (a) EBITDA for such Quarter or Financial
Year; to (b) Finance Costs of FCR for such Quarter or Financial Year, in each case, as
determined from the Quarterly or annual financial statements of FCR for such Quarter or
Financial Year, shall be not less than 1.75 (one point seventy-five).











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	For the purposes of the aforegoing, “Finance Costs” shall mean interest expenses paid in
respect of financial indebtedness to banks, financial institutions and debenture holders
(other than payment of interest which is satisfied by issuance of FCR shares).
	 
	10.7.	 	For any Quarter, the ratio of: (a) the Weighted Net Financial Indebtedness of FCR; to (b) an
amount which is the EBITDA for such Quarter multiplied by four(4), shall not exceed 13.5
(thirteen point five).
	 
	 	 	For the purposes of this clause 10.7 and clause 10.8 below, “Weighted Net Financial
Indebtedness” shall mean the sum of: (a) FCR’s Financial Indebtedness as at the last day
of such Quarter less deposits of cash, cash equivalents and short-term investments (that
is, investments classified as short-term investments in accordance with the
classifications under Applicable Accounting Principles), all as appearing in the
relevant (consolidated) financial statements of FCR for such Quarter; and (b) the
following amount: (i) the sum of the Total Outstandings and the Total Outstandings Gazit
Canada, both as at the end of such Quarter; divided by (ii) the Borrower’s Share as at
the end of such Quarter.
	 
	10.8.	 	For any Quarter or Financial Year, the ratio of: (a) the Weighted Net Financial Indebtedness
of FCR as at the end of such Quarter or Financial Year; to (b) CAP, shall not exceed 80%
(eighty percent).
	 
	 	 	For the purpose of this clause 10.8, “CAP” shall mean, for FCR, the sum of shareholders’
equity, deferred Taxes and Financial Indebtedness to banks, financial institutions and
debenture holders (whether such debentures are “straight” or convertible), less cash on
hand, all as appearing in the relevant financial statements of FCR.
	 
	 	 	For the purposes of this clause 10 above, all financial ratios of FCR which, in accordance
with this clause 10 above, are based on the financial statements of FCR shall be derived from
the reconciled balance sheet and/or profit and loss statement of FCR to be submitted in
accordance with clause 16.1.5 below.
	 
	11.	 	LENDER’S RIGHTS
	 
	11.1.	 	Rights Granted to Lender
	 
	 	 	In the event that the Borrower shall not pay any sum due under the
Finance Documents on due date or after a Default has occurred and is
continuing, the Lender is hereby granted rights of possession, lien
and set-off in all the sums, assets and rights (including
Securities, coins, bank notes, commodity documents, insurance
policies, notes, assignments of receivables, deposits, Collateral
and the consideration therefor) which will be found at the Lender at
any time to the Borrower’s credit or for the Borrower, including
such that were delivered for collection, security, safekeeping or
otherwise due to and against any sum which is due from the Borrower
or may be due from the Borrower to the Lender under the Finance
Documents. In such circumstances, the Lender shall be entitled to
withhold the aforesaid assets until full payment of all Secured
Obligations due and payable, or, in the circumstances in which the
Lender is











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	entitled to realize any Collateral under the Security Documents, to sell the same and
use the consideration therefor, in whole or in part, for payment of all Secured
Obligations due and payable. In the event that any sums set-off in accordance with
clause 11.2 below are deposited in foreign currency, the Borrower hereby authorises and
instructs the Lender in advance to sell the credit balance in foreign currency according
to the rate which the Lender will obtain therefor at such time, and to set-off the
consideration for the sale against the sum of the Secured Obligations due and payable.
	 
	11.2.	 	Set-Off
	 
	 	 	After an Event of Default has occurred and is continuing, the Lender
may (but shall not be obliged to) set-off against any obligation of
the Borrower due and payable by it under the Finance Documents and
those Gazit Canada Finance Documents to which it is party and not
paid on the due date, any moneys, Securities, bank notes, bills,
assets or other rights held by the Lender for the account of the
Borrower at any office or branch of the Lender or of either of the
Guarantors anywhere and in any currency, whether or not matured.
Notwithstanding the aforegoing, the right of set-off shall apply
immediately upon any distress, execution, attachment, sequestration,
liquidation, receivership or moratorium being instituted against the
Borrower, without regard to any cure period specified in any Finance
Document. The Lender may: (i) break or alter the amounts of all or
any deposits of the Borrower; or (ii) effect such currency exchanges
as are appropriate to implement the set-off and any usual charges in
relation to such currency exchanges shall be paid by the Borrower
and the Lender shall not be liable to the Borrower for any
penalties, losses or other damages resulting from any such breakage,
alteration or currency exchange. The Lender shall give notice to
the Borrower upon making any such set-off.
	 
	11.3.	 	Debit or Credit of Accounts
	 
	11.3.1.	 	The Lender shall be entitled (but not obliged): (a) to debit any of the Borrower’s accounts
held at the Lender with any amount needed to pay any amount payable by the Borrower to the
Lender under any Finance Document or any Gazit Canada Finance Document to which it is party
and whether such amount is credited or overdrawn or will become overdrawn as a result of such
debiting; provided that, if the state of any such account does not allow it to be debited by
the Lender in order to effect payment of any amount payable by the Borrower as aforesaid, the
Lender may refrain from so doing; and (b) to credit any amount received from the Borrower or
for its account to such account of the Borrower as the Lender reasonably deems fit. Nothing
herein contained shall derogate from clause 13.9 below.
	 
	11.3.2.	 	In the event the Lender shall have debited any such account as referred to in clause 11.3.1
above, the Lender may reverse any such debit and treat any amount the debit of which was
reversed as an unpaid amount on account of any amount due and payable by the Borrower under
the Finance Documents or any Gazit Canada Finance Document to which it is party.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	11.3.3.	 	The Lender shall maintain in accordance with its usual practice accounts evidencing the
amounts from time to time lent by and owing to the Lender hereunder. In any legal action or
Proceeding arising out of or in connection with the Finance Documents or any Gazit Canada
Finance Document to which it is party, the entries made in the accounts maintained pursuant to
this clause 11.3.3 shall, in the absence of manifest or proven error, be prima facie evidence
of the existence and amounts of the specified obligations of the Borrower.
	 
	11.3.4.	 	The Borrower undertakes to notify the Lender in writing of any objection which the Borrower
may have, if any, in connection with any transactions recorded in the Borrower Account and in
connection with any notice which the Borrower receives from the Lender in connection with the
Facilities pursuant to this Agreement, including the interest due to the Lender.
	 
	11.3.5.	 	All records received by the Lender’s facsimile machine/s and any reports or instructions
signed by an authorised signatory in accordance with signatory rights submitted by the
Borrower to the Lender shall serve as prima facie evidence as to all of the contents thereof
and, without derogating from the generality of the aforegoing, as proof that the Borrower
indeed approached the Lender as noted in the records and in the contents of such approach.
	 
	11.3.6.	 	The Lender shall be exempt from any liability for any damage, loss or expense whatsoever
which may be incurred by the Borrower, directly or indirectly, as a result of any act of the
Lender pursuant to the Borrower’s approach via facsimile and, particularly, and without
derogating from the generality of the aforegoing, in the event that it becomes clear that such
approach was delivered to the Lender or performed in the Borrower’s name by anyone
unauthorised to do so, all, save in the case of gross negligence by the Lender. The Lender
shall further be exempt from any liability for any damage, loss or expense of any kind which
may be incurred by the Borrower, directly or indirectly, as a result of an impediment of any
kind (not dependent on the Lender) to performance of the Borrower’s instructions, save in the
case of gross negligence of the Lender.
	 
	11.3.7.	 	The Borrower’s authorised signatories (those listed in the Borrower’s minutes which are
furnished to the Lender in connection with this matter) are authorised to issue instructions
via facsimile and/or in writing and/or in any other manner as shall be agreed between the
Borrower and the Lender pursuant to the terms of this Agreement.
	 
	12.	 	SUBSTITUTE INTEREST RATES
	 
	 	 	If and whenever, at any time prior to the commencement, or as applicable, during the Term, of
any Foreign Currency Revolving Credit Facility or of any Interest Period of any Loan, by
reason of changes affecting the market for the relevant foreign currency of such Foreign
Currency Revolving Credit Facility or Loan, the Lender shall have determined that, due to
circumstances beyond the Lender’s control, adequate means do not exist for ascertaining LIBOR
during such Term or Interest Period, as applicable, the Lender shall forthwith give notice (“a
Determination Notice”) of such











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	event to the Borrower (a Determination Notice to contain particulars of the relevant
circumstances giving rise to its issue) and, notwithstanding the provisions of clause 6 above,
the Lender shall offer the Borrower an alternative basis (“the Substitute Basis”) for the
determination of the relevant interest rate for such Term or Interest Period, as applicable,
the Substitute Basis to be binding upon the Borrower and to take effect in accordance with its
terms from the commencement, or, as applicable, for the remainder, of the relevant Term or
Interest Period, as applicable.
	 
	13.	 	COMMISSIONS, EXPENSES AND FEES
	 
	13.1.	 	Commissions, Expenses and Fees Payable to the Lender
	 
	 	 	The Borrower shall pay to the Lender the commissions, expenses and
fees set out below in accordance with this clause 13 below. Nothing
in this clause 13 shall be construed as derogating from the
obligations of the Borrower to pay the Lender other commissions,
fees and reasonable expenses usually payable in connection with
regular, day-to-day banking transactions performed in connection
with the Facilities and which are not specifically provided for
herein, in accordance with the Lender’s tariffs for its customers
generally, as published at its branches. The Lender shall provide
to the Borrower a list of such commissions, fees and expenses, as
payable by the Borrower from time to time.
	 
	13.2.	 	Commitment Fee
	 
	 	 	The Borrower shall pay to the Lender a Commitment Fee at the rate of
[***]% ([***] percent) per annum in respect of the Available
Commitment under the Facilities from time to time, with effect from
the date of signature of this Agreement. The Commitment Fee shall
be paid at the end of each Quarter in arrears. The Commitment Fee
for each Quarter will be calculated by the Lender, which will
determine once every week the Available Commitment and will
calculate at the end of each Quarter the average Available
Commitment, based on such weekly determinations as aforesaid. The
Commitment Fee will be payable on such average Available Commitment
for such Quarter (pro rata for part of a Quarter). For the purposes
of this clause 13.2 only, “Available Commitment” means, at any time,
the Maximum Facilities less the principal outstanding under the
Facilities as at such time. For the avoidance of doubt, in the
event that Financial Close does not occur, then the Commitment Fee
shall be payable only in respect of the period from the date of
signature of this Agreement until the date of termination of this
Agreement.
	 
	13.3.	 	Signing Fee
	 
	 	 	The Borrower shall pay to the Lender a signing fee in the amount of
CAD [***] ([***] Canadian Dollars), such fee to be paid on signature
of this Agreement.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	13.4.	 	Upfront Fee
	 
	13.4.1.	 	The Borrower shall pay to the Lender on Financial Close an upfront fee in the amount of
[***]% ([***] percent) of the Maximum Facilities.
	 
	13.4.2.	 	If the Borrower determines that it does not wish to continue any Foreign Currency Revolving
Credit or Loan (or Loans) under a Substitute Basis (as defined in clause 12 above) or to
continue any Foreign Currency Revolving Credit Facility or Loan to which the provisions of
clauses 6.2.3 or 6.3.5 above are applicable and has notified the Lender to such effect within
20 (twenty) days of receipt of the Lender’s notice specifying such Substitute Basis or
demanding payment in accordance with clauses 6.2.3 or 6.3.5 above, then, upon the Borrower
cancelling the Facilities in whole or in part and repaying all amounts of the Total
Outstandings in respect of such part of the Facilities cancelled as aforesaid, no breakage
costs or prepayment commissions will be payable by the Borrower in respect of such repayment.
	 
	13.4.3.	 	In the event that the Facilities shall be cancelled in whole or in part due to Israeli
Banking Regulatory Limitations in accordance with clause 3.2.1.3 above or due to the
circumstances set out in clause 13.4.2 above, then the Lender shall refund to the Borrower an
amount equal to such upfront fee multiplied by the percentage of the Facilities cancelled and
further multiplied by the proportion which the period remaining until the Final Maturity Date
constitutes of the period from Financial Close until the Final Maturity Date.
	 
	13.5.	 	Fees Non-Refundable
	 
	 	 	Subject only to clause 13.4.2 above and clause 14 below, any fees
paid in accordance with this clause 13 shall be non-refundable.
	 
	13.6.	 	Legal and Other Costs
	 
	 	 	The Borrower shall pay to the Lender on demand:
	 
	13.6.1.	 	all out-of-pocket expenses (including travelling expenses) of the Lender as well as all
fees and other out-of-pocket expenses of the Lender’s legal advisers, incurred in connection
with:
	 
	13.6.1.1.	 	the preparation, review, negotiation, execution, delivery and completion of this
Agreement and the other Finance Documents (collectively, “the Documentation”), all subject to
such limits on legal fees and expenses as have been agreed between the Borrower and the Lender
in writing; and
	 
	13.6.1.2.	 	the administration of, and, if and to the extent requested by the Borrower or any other
Obligor, any amendments or supplements to, the Documentation or any waiver or consent
requested thereunder (the Lender being under no obligation to agree to any such amendment,
supplement, waiver or consent), provided that the











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	amount with respect to the administration only of the Documentation shall
not be more than US $[***] ([***] United States Dollars) per year.
	 
	 	 	Without limiting the generality of the aforegoing, the Borrower shall bear all
reasonable fees and expenses as referred to above in connection with: (a) the
exception referred to in clause 1.1.89 above; (b) any approval requested pursuant
to clause 17.9.1 below; (c) the transfer of Securities between Guarantors pursuant
to clause 9.7.2 above; (d) the review of the terms and conditions of debt
Securities in order for such debt Securities to be excluded from Financial
Indebtedness as referred to in clause 1.1.32 above; and (e) the examination of any
shareholders’ agreement with Alony Hetz and the pledging of the rights thereunder
as referred to in clause 1.1.13(vi) above; and
	 
	13.6.2.	 	in the case of any Default, all out-of-pocket costs and expenses (including travelling
expenses) of the Lender, as well as any fees and other out-of-pocket expenses of the Lender’s
legal and other professional advisers or consultants incurred in contemplation of, or in
connection with, the enforcement of, or preservation of any rights under, any of the
Documentation, or otherwise in respect of the moneys owing under the Finance Documents,
including in investigating any such Default or Event of Default and in any collection
proceedings.
	 
	13.7.	 	Registration or Other Like Duties or Taxes
	 
	 	 	The Borrower shall pay all documentary, registration or other like
duties or Taxes (including any such duties or Taxes payable by the
Lender) imposed on or in connection with, the Documentation (as
defined in clause 13.6.1.1 above).
	 
	13.8.	 	Currency for Payment
	 
	 	 	All sums payable by the Borrower under this clause 13 shall be
payable in the currency in which such sums were incurred by the
Lender.
	 
	13.9.	 	General
	 
	 	 	The Lender shall be entitled to debit any of the Borrower’s accounts, inter alia, as
provided in clause 11.3.1 above, with all the commissions, expenses and fees specified
in this Agreement or determined pursuant thereto, immediately upon such commissions,
expenses or fees becoming due and payable, after giving the Borrower 1 (one) Business
Day’s notice in advance (in the case of all commissions, fees and expenses, save
pursuant to clause 13.1 above, where no such advance notice is required).
	 
	 	 	For the avoidance of doubt, all such commissions, expenses and fees, together with
interest thereon, shall form part of the Secured Obligations.
	 
	13.10.	 	Fee for Registration of a Transaction in the Borrower Account
	 
	 	 	Upon the registration of a transaction in the Borrower Account in
connection with the Facilities (including payment thereof), but not
in connection with interest, the Lender shall be entitled to debit
the Borrower Account with a fee in











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	respect of any such transaction, to the extent such fee is payable by the Lender’s
customers generally. The Borrower Account shall be debited with such fee at the
beginning of each calendar month, for the previous month. The sum of such fee shall be
determined from time to time in accordance with the Lender’s tariff list. The sum of
such fee may be modified from time to time and the Lender shall publish an announcement
with respect thereto in 2 (two) daily newspapers and display same on a notice board at
the Lender’s branches. In the case of any increase in the listed fee, notification
thereof by the Lender as aforesaid shall be given at least 2 (two) weeks prior to the
date of the modification and, in the case of a reduction in the listed fee, no later
than 3 (three) Business Days after such modification.
	 
	13.11.	 	Breakage Cost
	 
	 	 	Notwithstanding anything to the contrary in the Finance
Documents, the Borrower shall not be liable for any cost, fee,
expense or other payment in connection with the prepayment of any
credit hereunder, except that in the event that the Lender shall
receive or recover all or part of any Loan otherwise than on the
last day of the Term of such Loan, then the Borrower shall pay to
the Lender an amount equal to the differences in finance costs
which arise as a result of such receipt or recovery, being the
amount equal to [***]:
	 
	13.11.1.	 	[***]
	 
	13.11.2.	 	[***];
	 
	 	 	provided that, the Borrower shall not be required to make any such payment with regard
to amounts so received or recovered on an Interest Payment Date for such Loan, if
either: (a) such amount is payment on account of a Loan the Term of which does not
exceed 12 (twelve) months and the principal amount of the Loan is less than US
$100,000,000 (one hundred million United States Dollars) (or the equivalent thereof in
the currency of the Loan); or (b) in the event that such amount prepaid on such Interest
Payment Date is less than US $50,000,000 (fifty million United States Dollars (or the
equivalent thereof in the currency of the Loan).
	 
	14.	 	ILLEGALITY
	 
	 	 	If any change in, or the introduction of, any law, or any change in the interpretation,
administration or application of any law by a final decision of any competent court or other
Governmental Body, or compliance by the Lender with any such change or introduction of laws or
any change in the interpretation, administration or application of laws by reason of the
interpretation, administration or application adopted or declared by any Governmental Body in
respect of any law (including, the implementation in any jurisdiction of the proposals made by
the Basle Committee on Bank Regulations and Supervisory Practices for the International
Convergence of Capital Measurements and Capital Standards) shall make it unlawful or a breach
of laws, for the Lender to make available, fund or maintain the Facilities or any part thereof
under this Agreement, or to give effect to its obligations and exercise its rights as
contemplated by this Agreement, the Lender may, by notice to the Borrower, declare that to the
extent necessary to avoid any such illegality or breach of laws as aforesaid, the Lender’s
obligations to the Borrower under the Finance Documents











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	shall be terminated forthwith or, if later, on the latest date until which the obligations may
remain in effect without causing it to be in breach of laws as aforesaid, whereupon the
Borrower and the Lender shall negotiate bona fide the amendments required in order to refrain
from violating the relevant law; provided that, in the event that such negotiations are, for
any reason, unsuccessful prior to the date immediately prior to the illegality or breach of
laws as aforesaid, taking effect, the Borrower shall on such date prepay to the Lender the
Total Outstandings, including all interest as well as all other charges accrued thereon to the
date of the prepayment and all other amounts payable by the Borrower to the Lender under the
Finance Documents and the Facilities shall be cancelled. For the avoidance of doubt, no
breakage costs or prepayment commissions will be payable by the Borrower in connection with
any payment made on any such circumstances as aforesaid. In the event of prepayment and
cancellation of the Facilities as aforesaid, the Lender shall repay to the Borrower that
proportion of the upfront fee referred to in clause 13.4 above received by the Lender equal to
the proportion which the remaining period from the date of such prepayment until the Final
Maturity Date comprises of the period from Financial Close until the Final Maturity Date.
	 
	 	 	Notwithstanding the aforegoing, in the event that the Borrower is able to take steps (not
affecting or derogating from the provisions of the Finance Documents) so as to avoid such
illegality or breach of laws as aforesaid prior to the date immediately prior to the
illegality or breach of laws as aforesaid taking effect, then, without derogating from the
rights of the Lender under the Finance Documents, the Lender shall cooperate with the Borrower
to allow such arrangement, all provided that nothing in this sentence shall obligate any of
the parties hereto to waive or amend any of its rights under the Finance Documents (or, for
the avoidance of doubt, under any other agreement to which the Lender is a party).
	 
	15.	 	REPRESENTATIONS AND WARRANTIES
	 
	15.1.	 	General
	 
	 	 	The Borrower hereby makes the representations and warranties set
out in this clause 15 to the Lender. The Borrower acknowledges
that the Lender has entered into this Agreement in full reliance
on the representations and warranties set out in this clause 15
below.
	 
	15.2.	 	Status






	15.2.1.	 (a) 	The Borrower is a company limited by
shares, duly incorporated and validly
existing under the laws of the State of
Israel and has the power to own its
property and assets and to carry on its
business as it is now being and as is
currently proposed to be conducted. As
of the date of signature of this
Agreement and as of Financial Close, no
event has occurred with respect to the
Borrower which would constitute an Event
of Default under clause 17.8 below.
	 
	 	 (b)	Each of the Guarantors is a company limited by shares, or a
limited liability corporation, as applicable, duly formed and validly
existing under the laws of the province of Ontario, Canada and has the power
to own its property and assets and to carry on its business as it is now
being and as is currently proposed to be conducted. As of the










 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	date of signature of this Agreement and as of Financial Close, no event has
occurred with respect to any of the other Obligors which would constitute an
Event of Default under clause 17.8 below.






	15.2.2.	 	The Borrower has delivered to the Lender copies of the Borrower’s Organisational Documents
and the Organisational Documents of each of the Guarantors and FCR, as currently in effect.
	 
	15.3.	 	Legal Validity
	 
	15.3.1.	 	Each Obligor has the absolute and unrestricted right, power, authority and capacity to
execute and deliver those Finance Documents (including this Agreement and the Security
Documents) to which it is a party and to perform its obligations under such Finance Documents.
All Consents and other actions required or desirable: (a) to enable each Obligor to enter
into, exercise its rights and comply with its obligations under those Finance Documents to
which it is a party; (b) to grant the Encumbrances in favour of the Lender as contemplated
under the Security Documents; and (c) to make the Finance Documents admissible as evidence in
the State of Israel and in other applicable jurisdictions (including the jurisdiction of
incorporation of any Obligor), have been obtained or effected on or before Financial Close and
are in full force and effect (except that a translation into English, certified by a
translator, of a Finance Document, which is in any other language, will be required in order
for such document to be admissible as evidence in Canada).
	 
	15.3.2.	 	Each Finance Document (including this Agreement and the Security Documents), has been duly
authorised, executed and delivered and constitute a legal, valid, binding and enforceable
obligation of each Obligor party thereto, except where such enforceability is limited by: (a)
applicable bankruptcy, insolvency, reorganisation, moratorium or other laws of general
application relating to the enforcement of creditors’ rights generally, or (b) laws relating
to the availability of specific performance, injunctive relief, or other equitable remedies.
Without limiting the generality of the aforegoing in this clause 15.3.2 above, each Security
Document to which any Obligor is a party shall, by not later than Financial Close (or, in the
case of any supplements to a Security Document or Security Documents to be entered into after
Financial Close, on execution of such supplement or Security Document), validly and
effectively create (subject to registration with the Registrar of Pledges and the Register of
Companies and under the PPSA, in respect of the Gazit Canada Ontario Pledge, the Borrower’s
Ontario Pledge and the Gazit 2003 Ontario Pledge), the Encumbrances which that Security
Document purports to create and each supplement to any Security Document or Security Documents
to be entered into after Financial Close shall, on execution thereof (subject to registration
as aforesaid), validly and effectively create the Encumbrances over the subject-matter thereof
which the Security Document so supplemented or so executed after Financial Close purports to
create. Each of the Encumbrances created or evidenced by each Security Document due to be
created on or before Financial Close, shall, by not later than Financial Close (or, in the
case of any supplements to a Security Document or Security Documents to be entered into after











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	Financial Close, on execution of such supplement or Security Document), constitute
a legal, valid, binding and enforceable security interest ranking first and prior
to any other Encumbrance or obligation (save, with respect to the Gazit Canada
Ontario Pledge and the Gazit 2003 Ontario Pledge, for the Permitted Liens (as such
term is respectively defined in the Gazit Canada Ontario Pledge and the Gazit 2003
Ontario Pledge)), except where such enforceability is limited by: (i) applicable
mandatory bankruptcy, insolvency, reorganisation, moratorium or other mandatory
laws of general application relating to the enforcement of creditors’ rights
generally; or (ii) mandatory laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies. Without derogating
from the aforegoing, all Consents and other actions that are necessary in order to
establish, protect and perfect the Encumbrances purported to be created or
evidenced under the Security Documents over the assets and rights which are
expressed to be subject to such Encumbrances under the Security Documents shall
have been duly received or taken prior to Financial Close (or, in the case of any
supplements to a Security Document or Security Documents to be entered into after
Financial Close, on execution of such supplement or Security Document), or, with
respect to filings with the Israeli Registrar of Companies or the Israeli
Registrar of Pledges, promptly thereafter and no later than as required by law.
All Taxes, fees and other charges relating to such filings, recordings and other
actions shall have been paid in full on or prior to Financial Close (or, in the
case of any supplements to a Security Document or Security Documents to be entered
into after Financial Close, prior to the execution of such supplement or Security
Document), or promptly thereafter.
	 
	15.4.	 	Non-Conflict
	 
	15.4.1.	 	The entry into and performance by each Obligor party thereto of, and the transactions
contemplated by, the Finance Documents and the creation of the Encumbrances created or to be
created pursuant to the Security Documents or the realisation of any Collateral under any
Security Document or the application by the Lender or any other person of any proceeds of any
such realisation, do not or will not:
	 
	15.4.1.1.	 	contravene, conflict with, or result in a violation of: (a) any provision of the
Organisational Documents of any Obligor; or (b) any resolution adopted by the respective
boards of directors or the shareholders of any Obligor;
	 
	15.4.1.2.	 	contravene, conflict with, result in a violation of, or give any Governmental Body or
other person the right to challenge or exercise any remedy or obtain any relief under, any law
or Orders to which any of the Obligors or, to the Borrower’s Knowledge, FCR or any of the
assets owned or used by any of the Obligors or, to the Borrower’s Knowledge, FCR may be
subject (without derogating, with respect to realisation as aforesaid only, from the
requirements set out in clause 15.4.2 below);











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	15.4.1.3.	 	contravene, conflict with, result in a violation of any of the terms or requirements of,
or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or
modify, any Governmental Authorisation that is held by any of the Obligors, or, to the
Borrower’s Knowledge, by FCR;
	 
	15.4.1.4.	 	contravene any law applicable to it;
	 
	15.4.1.5.	 	result in any person being relieved of any obligation to any of the Obligors (whether
under Contract or otherwise) or result in any right or benefit (whether under any Contract or
otherwise) enjoyed by any of the Obligors being terminated or cancelled, or result in the
exercise of any right in respect of any of the Obligors being terminated or cancelled;
	 
	15.4.1.6.	 	subject (with respect to realisation as aforesaid only), to clause 15.4.2 below,
contravene, conflict with, or result in a violation or breach of any provision of, or give any
person the right to declare a default or exercise any remedy under, or to accelerate the
maturity or performance of, or to cancel, terminate or modify, any Contract or instrument to
which any of the Obligors is a party (save that realisation of Collateral created pursuant to
the Finance Documents may give a person the right to declare a default or exercise any remedy
under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any
Contract or instrument to which any of the Obligors is a party); or
	 
	15.4.1.7.	 	result in the imposition or creation of any Encumbrance (other than an Encumbrance in
favour of the Lender under the Security Documents) upon or with respect to any of the assets
or other personal property owned by the Borrower or the other Obligors, including the Pledged
FCR Shares or any other shares or Securities pledged under any Security Document or with
respect to the shares of the Borrower.
	 
	15.4.2.	 	Without limiting the generality of the aforegoing in clause 15.4.1 above, there is no
restriction or prohibition, contractual, legal or otherwise, on the creation of the
Encumbrances to be created pursuant to the Security Documents or on the realisation, of any
Collateral under any such Security Document or on the application by the Lender or any other
person of any proceeds of any such realisation or sale (for the avoidance of doubt, without
derogating from mandatory statutory preferences on liquidation), save for the following
restrictions which, notwithstanding anything to the contrary stated in this clause 15.4 or
elsewhere in the Finance Documents, may be applicable to the realisation, sale or assignment
of certain of the Pledged FCR Shares:
	 
	15.4.2.1.	 	those restrictions under any applicable Securities Laws and rules and regulations
promulgated under the applicable stock exchange and restrictive trade and/or anti-trust laws;
and












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	15.4.2.2.	 	the tag-along rights of Alony-Hetz under clause 2.1 of the shareholders’ agreement
relating to FCR dated as of October 5, 2000, as amended, a copy of which shareholders’
agreement is attached as Schedule 15.4 hereto, provided however, that, as of October 5, 2010
such tag-along rights shall not apply to any sale of shares constituting part of the Pledged
FCR Shares upon realization by the Lender of such shares.
	 
	15.4.3.	 	Without limiting the generality of the aforegoing in this clause 15.4 above, FCR does not
have in effect any Transfer Restriction Mechanism.
	 
	15.5.	 	No Default
	 
	 	 	No Default has occurred and is continuing which has not been waived.
	 
	15.6.	 	Consents
	 
	 	 	No notice to, filing with, Governmental Authorisations, permits, licences or other Consents from, any person or
Governmental Body are, or will be required, to be made or obtained in connection with the execution, delivery, validity
and enforceability of any of the Finance Documents or the consummation or performance of any of the transactions
contemplated hereby, including for the creation or perfection of any Encumbrance purported to be created under any
Security Document (save for registrations with the Registrar of Pledges, the Registrar of Companies, and under the
PPSA).
	 
	15.7.	 	The Pledged Shares






	15.7.1. 	(a)	The Pledged FCR Shares shall, on Financial Close and thereafter, be held in a
securities deposit in the Gazit Canada Charged Account and the Gazit 2003
Charged Account and shall be beneficially owned by Gazit Canada, Gazit 2003 or
any other Guarantor, as applicable, and be free and clear of all Encumbrances,
options or other rights of third parties of whatsoever nature, save for: (i)
Encumbrances in favour of the Lender pursuant to the Security Documents; (ii)
Permitted Liens (as such term is respectively defined in the Gazit Canada
Israeli Pledge and the Gazit Canada Ontario Pledge and in the Gazit 2003
Israeli Pledge and the Gazit 2003 Ontario Pledge); and (iii) the tag-along
rights of Alony-Hetz under clause 2.01 of the shareholders’ agreement relating
to FCR dated as of October 5, 2000, provided however, that, as of October 5,
2010 such tag-along rights shall not apply to any sale of shares constituting
part of the Pledged FCR Shares upon realization by the Lender of such shares.
	 
	 	(b)	As of the date of signature of this Agreement, FCR’s
dividend policy is as described in FCR’s annual information form dated March
19, 2010.
	 
	 	(c)	The shares of Gazit Canada owned from time to time by the
Borrower and all shareholders’ loans made from time to time to Gazit Canada
by the Borrower and the shares of Gazit 2003 or any other Guarantor owned
from time to time by the Borrower and all










 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	shareholders’ loans made from time to time to Gazit 2003 or any other
Guarantor by the Borrower shall, on Financial Close and thereafter, be free
and clear of all Encumbrances, options or other rights of third parties of
whatsoever nature, save for Encumbrances in respect of the Pledged Preferred
Shares.






	15.7.2. 	(i)	On Financial Close and thereafter, all rights of Gazit Canada with respect to the
Pledged FCR Shares and all Related Rights thereto shall be legally, validly and effectively
charged in favour of the Lender under the Gazit Canada Israeli Pledge and the Gazit Canada
Ontario Pledge.
	 
	 	(ii)	On Financial Close and thereafter, all rights
of Gazit 2003 with respect to the Pledged FCR Shares and all Related
Rights thereto shall be legally, validly and effectively charged in
favour of the Lender under the Gazit 2003 Israeli Pledge and the Gazit
2003 Ontario Pledge. The aforegoing shall apply also to any additional
Guarantor (other than Gazit Canada) from the time of becoming a
Guarantor.
	 
	 	(iii)	On Financial Close and thereafter, all rights
of the Borrower with respect to the Pledged Preferred Shares shall be
legally, validly and effectively charged in favour of the Lender under
the Borrower’s Ontario Pledge. There is no restriction under law or
under contract on the payment by Gazit Canada or Gazit 2003 of any
amounts (whether principal, interest, dividends or otherwise) to the
Borrower in respect of such preferred shares, save that such payment
will be prohibited under applicable statute or regulation, if: (a)
Gazit Canada or Gazit 2003, as the case may be, is, or after such
payment would be, unable to pay its liabilities as they become due, or
(b) the realizable value of the assets of Gazit Canada or Gazit 2003,
as the case may be, would thereby be less than the aggregate of: (1)
its liabilities; and (2) its stated capital of all classes. The
aggregate balance owing to the Borrower in respect of such pledged
preferred shares shall at all times exceed the Total Outstandings.






	15.8.	 	Share Capital






	15.8.1. 	(a)	As of the date of signature of this Agreement and as
of Financial Close, the authorised share capital of
Gazit Canada consists of an unlimited number of
common shares and an unlimited number of preferred
shares of which, 384,700,000 (three hundred and
eighty-four million seven hundred thousand) preferred
shares and 1,000 (one thousand) common shares are
issued and outstanding. All of the outstanding
shares of Gazit Canada have been duly authorised,
validly issued and are fully paid-up.
	 
	 	(b)	The entire issued share capital of Gazit Canada is, and all
means of control in Gazit Canada are, held by the Borrower and by the
Borrower’s wholly-owned subsidiary, Hollywood Properties Ltd. (or any other
wholly-owned Subsidiary of the Borrower).










 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	(c)	There are no Securities convertible or exchangeable into
shares or Securities of Gazit Canada, nor Contracts, arrangements or
assignments relating to the issuance, sale, transfer or Encumbrance, of any
shares or Securities convertible or exchangeable into shares or Securities of
Gazit Canada, other than Securities held by the Borrower or any wholly-owned
subsidiary of the Borrower.






	15.8.2. 	(a)	As of the date of signature of this Agreement and as of Financial Close, the authorised
share capital of Gazit 2003 consists of an unlimited number of preferred shares and an
unlimited number of common shares of which, 120,000,000 (one hundred and twenty million)
preferred shares and 100 (one hundred) common shares are issued and outstanding. All of the
outstanding shares of Gazit 2003 have been duly authorised, validly issued and are fully
paid-up.
	 
	 	(b)	As of the date of signature of this Agreement and as of
Financial Close, the entire issued share capital of Gazit 2003 is, and all
means of control in Gazit 2003 are, held by the Borrower.
	 
	 	(c)	As of the date of signature of this Agreement and as of
Financial Close, there are no Securities convertible or exchangeable into
shares or Securities of Gazit 2003, nor Contracts, arrangements or
assignments relating to the issuance, sale, transfer or Encumbrance, of any
shares or Securities convertible or exchangeable into shares or Securities of
Gazit 2003, other than Securities held by the Borrower.






	15.8.3.	 	To the Borrower’s Knowledge, as of the date of signature of this Agreement, the authorised
share capital of FCR consists of an unlimited number of common shares of which 159,916,212
(one hundred and fifty-nine million nine hundred and sixteen thousand two hundred and twelve)
common shares are issued and outstanding as fully paid-up shares. The Pledged FCR Shares as
of the date of signature of this Agreement constitute at least 37% (thirty seven percent) of
the total issued and outstanding share capital of FCR.
	 
	15.8.4.	 	All shares of FCR grant the holders thereof equal rights.
	 
	15.9.	 	Contracts; No Defaults; Articles of Association
	 
	15.9.1.	 	Each of the Finance Documents are (or will on Financial Close be), or with respect to
Finance Documents to be entered into in accordance with the provisions of this Agreement or
the other Finance Documents after Financial Close, will, upon the date of execution thereof,
be) in full force and effect in all respects and are legal, valid, binding and enforceable in
accordance with their respective terms, except where such enforceability is limited by: (a)
applicable bankruptcy, insolvency, reorganisation, moratorium, or other laws of general
application relating to the enforcement of creditors’ rights generally, or (b) laws relating
to the availability of specific performance, injunctive relief, or other equitable remedies.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	15.9.2.	 	As of the date of signature of this Agreement, the articles of amalgamation of FCR are in
the form of Schedule 15.9 hereto.
	 
	15.10.	 	No Immunity
	 
	 	 	No Obligor is entitled to claim for itself or any of its assets
immunity from suit, execution, attachment or other Proceeding in
any jurisdiction in connection with any of the Finance Documents to
which it is a party.
	 
	15.11.	 	No Other Representations or Warranties
	 
	 	 	Except for the representations and warranties contained in this
clause 15 and any representations and warranties made in any other
Finance Documents, neither the Borrower nor any other person on
behalf of the Borrower makes any express or implied representation
or warranty with respect to the Borrower, any Obligor, FCR or any
of their respective Subsidiaries or their respective business,
operations, assets, liabilities, condition (financial or otherwise)
or prospects, notwithstanding the delivery or disclosure to the
Lender of any documentation, forecasts, projections or other
information with respect to any one or more of the aforegoing.
	 
	15.12.	 	Repetition
	 
	 	 	Except where any representation expressly stated to be made as of a
certain date (such as the date of signature of this Agreement or
Financial Close), the representations and warranties set out in
this clause 15 shall survive the execution of this Agreement and
will be deemed to be repeated on Financial Close and (except for
clauses 15.5 and 15.9.2 above), on each Drawdown Date pursuant to
clause 5 above. In addition, the first sentence of clauses
15.2.1(a) and 15.2.1(b) and clauses 15.4, 15.6, 15.7.1(a),
15.7.1(c), 15.7.2(ii), 15.7.2(iii), 15.8.1(c), 15.8.2, 15.9.1 and
15.10 above will be deemed to be repeated also on each Drawdown
Date (as such term for this purpose is defined under the Gazit
Canada Facility Agreement), as if, in respect of such clauses, all
references therein to Finance Documents shall be deemed to be
references to the Gazit Canada Finance Documents, all references
therein to Security Documents shall be deemed to be references to
the Gazit Canada Security Documents and all references therein to
Obligors shall be deemed to include references to Obligors as such
term is defined in the Gazit Canada Facility Agreement.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	16.	 	UNDERTAKINGS
	 
	 	 	The Borrower hereby undertakes to the Lender that from the date of this Agreement, and
(without derogating from the final paragraph of this clause 16) for so long as any sum remains
payable or outstanding under any Finance Document (other than the Standard Forms) or the
Lender shall be under any obligation under this Agreement to provide any On-Call Advances,
Loans or Foreign Currency Revolving Credit Facilities to the Borrower:
	 
	16.1.	 	Financial Statements
	 
	16.1.1.	 	The Borrower shall furnish or procure that there shall be furnished to the Lender:
	 
	16.1.1.1.	 	in the event that the Borrower is required to prepare periodic balance sheets and
financial statements in accordance with applicable law, such reports as required under law;
	 
	16.1.1.2.	 	within 5 (five) Business Days of publication of the financial statements of the Borrower
for each Financial Year: (a) the audited consolidated financial statements of the Borrower for
that Financial Year; (b) the audited consolidated financial statements of FCR for that
Financial Year; and (c) the audited financial statements of each of Gazit Canada, Gazit 2003
and any other Guarantor for that Financial Year;
	 
	16.1.1.3.	 	within 10 (ten) Business Days of publication of the financial statements of the Borrower
for each Quarter (such publication to be in any event, not later than the date when the
Borrower is required under law (including applicable stock exchange rules or regulations) to
submit its Quarterly financial statements): (a) the unaudited reviewed and consolidated
financial statements of the Borrower for such Quarter; (b) the unaudited consolidated
financial statements of FCR for such Quarter; and (c) the unaudited, reviewed financial
statements of each of Gazit Canada, Gazit 2003 and any other Guarantor for such Quarter;
	 
	16.1.1.4.	 	together with the financial statements to be delivered in accordance with clauses
16.1.1.2 and 16.1.1.3 above, the Non-Consolidated Expanded Financial Statements of the
Borrower for the Quarter or, as applicable, the Financial Year, to which such financial
statements referred to in clause 16.1.1.2 or 16.1.13 above, as applicable, relate; and
	 
	16.1.1.5.	 	at the same time as each of the financial statements are delivered pursuant to clauses
16.1.1.1, 16.1.1.2, 16.1.1.3 and 16.1.1.4 above: (a) a reconciliation to IFRS of the balance
sheet and profit and loss statement of FCR included in such financial statements, which
reconciliation is certified by a Responsible Officer (provided that no such reconciliation
shall be required for any financial statements of FCR in the event the Applicable Accounting
Principles adopted for such financial statements is IFRS (with no deviation therefrom)); (b) a











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	certificate in the form of Schedule 16.1 hereto, signed by a Responsible
Officer setting out a detailed computation, as at the date of such financial
statements, of each of the financial ratios set out in clause 10 above and
of the percentage that the Pledged FCR Shares, as well as any FCR shares to
which the FCR Eligible Debentures (as defined in clause 9.10 above) may be
convertible to and pledged under the Security Documents, shall, at the date
of such certificate, represent of the means of control of FCR on a
fully-diluted basis (that is, assuming that all Securities of FCR, including
all convertible debentures, have been exercised, converted or exchanged into
FCR Shares at such time); and (c) if applicable, a certificate and a copy of
the relevant press release, all as referred to in clause 1.1.32 above.
	 
	 	 	In the event any debt Securities are not taken into account in the
computation of the Financial Indebtedness of FCR for any period pursuant to
clause 1.1.32 above and, notwithstanding any certificate provided by a
Responsible Officer pursuant to clause 1.1.32 in connection therewith (“the
Original Certificate”), for any reason: (i) FCR did not have the sole
discretion and have the unconditionally right (save for conditions which
have been fulfilled) to convert any part of such debt Securities (or pay
interest thereon) into FCR Shares during the period such Original
Certificate relates; (ii) any payment (whether on account, or in respect of,
principal, interest, redemption or purchase (other than a Permitted
Purchase, as defined in clause 1.1.32 above)) in respect of such debt
Securities was made, during the period such Original Certificate relates,
otherwise than by the issue of FCR Shares; and/or (iii) any default
(howsoever described) or breach had occurred under the terms of any such
debt Securities during the period such Original Certificate relates and such
default or breach has become (whether before of after the date of such
Original Certificate) an event of default (howsoever described), the
Borrower shall immediately notify the Lender of such event and deliver to
the Lender a revised certificate amending the Original Certificate,
re-computing the financial ratios set forth in clauses 10.7 and 10.8 above
for the period that had been covered by the Original Certificate on the
basis that amount of such debt Securities forms part of the Financial
Indebtedness for such period. For the avoidance of doubt, in the event, as
a result of any such re-computation, any of such ratios exceed the ratios as
set forth in clause 17.5.2.2 or 17.5.2.3, then such event, subject to the
last paragraph of clause 17.5, shall constitute an Event of Default.
	 
	 	 	For the avoidance of doubt, all financial statements for any Quarter referred to
in this clause 16.1.1 above shall relate both to such Quarter and to the period
from the commencement of the Financial Year in which such Quarter falls until the
end of such Quarter, save that in the case of Gazit Canada and Gazit 2003, such
Quarterly financial statements shall relate only to the period from the
commencement of the Financial Year in which such Quarter falls until the end of
such Quarter.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	16.1.2.	 	The Borrower and Gazit Canada shall at all times each have duly appointed Auditors.
	 
	16.1.3.	 	At the Lender’s request from time to time, within a reasonable time after such request, the
Borrower shall make available to representatives of the Lender during the Lender’s customary
banking hours, all balance sheets, financial statements, books of account, cards, computer
records, tapes, reports, books, records and other customary documentation and other
information relating to the financial and/or operational and/or business situation of the
Borrower, the disclosure of such information to the Lender to be subject to the secrecy
requirements imposed on the Lender by law.
	 
	16.1.4.	 	The Borrower shall procure that each set of financial statements of the Borrower, FCR and
the Guarantors to be delivered pursuant to this clause 16.1 shall be prepared using Applicable
Accounting Principles and shall: (a) be prepared in accordance with and shall comply with
applicable law; and (b) fairly represent the financial condition of each of the Borrower, FCR
and the Guarantors as of the dates and for the periods stated therein.






	16.1.5. 	(a)	The Borrower undertakes that it shall immediately notify the Lender if, in relation to
any financial statements of the Borrower or FCR to be delivered pursuant to this clause 16.1
above, there has, since the date of this Agreement, been any change to the Applicable
Accounting Principles (irrespective of whether any such change has general application to
other companies) or if the Borrower or FCR, as applicable, has adopted or introduced any
change in its Applicable Accounting Principles (irrespective of whether any such change has
general application to other companies), any such change to the Applicable Accounting
Principles hereinafter “the New Accounting Treatment”. Notwithstanding the aforegoing, new
Accounting Treatment shall not include the adoption of IFRS.
	 
	 	(b)	In the event of any New Accounting Treatment and the
Lender, in its reasonable discretion, determines that such New Accounting
Treatment caused and/or may cause any change to any of the Borrower’s
financial statements (including any Non-Consolidated Expanded Financial
Statements of the Borrower) and/or FCR’s financial statements, the Lender and
the Borrower shall negotiate in good faith any amendments to the financial
ratios provisions contained in clause 10 above, required—if at all—in order
to revise the relevant financial ratios contained therein, to take into
account such New Accounting Treatment with the intention of adjusting such
financial ratios to preserve the original intended commercial and economic
effect which such financial ratios were intended to achieve. In case no
agreement is reached between the Lender and the Borrower with respect to such
revisions in the financial ratios within 30 (thirty) days of the commencement
of such negotiations, the Lender shall be entitled (without derogating from
any other rights it may have under this Agreement) to notify the Borrower of
any such revisions to clause 10 above (including any changes to the
definitions of any defined terms used therein) required by the Lender, in
order to revise the relevant financial ratios contained therein, to take into










 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	account such New Accounting Treatment with the intention of revising such
financial ratios, to, what the Lender believes was, the original intended
commercial and economic effect which such financial ratios were intended to
achieve. Any such revisions shall be binding on the Borrower from the end
of the Quarter following the Quarter in which such notice is given by the
Lender to the Borrower. Notwithstanding the above, in any such event, the
Borrower shall be entitled to provide the Lender with financial statements
prepared in accordance with the Applicable Accounting Principles (for the
avoidance of doubt, audited or, in the case of Quarterly financial
statements, reviewed, by the relevant company’s auditors), as were in effect
prior to the introduction of, and without applying, the New Accounting
Treatment, and in such a case the provisions of clause 10 shall remain
unaltered and the Lender shall not be entitled to revise any such
provisions.






	16.2.	 	Financial and Other Information
	 
	 	 	The Borrower shall furnish to the Lender:
	 
	16.2.1.	 	details of any litigation, arbitration or other Proceedings that make illegal or may
otherwise impair the transactions under any Finance Document, or that materially affect Gazit
Canada, Gazit 2003 or any other Guarantor, as soon as the Borrower becomes aware that same
have been instituted or Threatened;
	 
	16.2.2.	 	without derogating from clause 17.13 below or any other provisions of any Finance Document
relating to any such change, promptly, details (as published by FCR) of the acquisition by any
person or by persons acting in concert, of 10% (ten percent) or more of the share capital of
the Borrower or of FCR;
	 
	16.2.3.	 	within 7 (seven) days from the end of each Quarter, confirmation by a Responsible Officer
of the aggregate redemption amount of the preferred shares issued by each of Gazit Canada and
Gazit 2003 (and any other Guarantor, if applicable) to the Borrower which are pledged under
the Borrower’s Ontario Pledge as at the end of such Quarter; and
	 
	16.2.4.	 	without derogating from clause 17.13 below, details (as published by FCR) of any issuance
of shares or other Securities of FCR convertible into shares of FCR, in each case, in an
amount which constitutes at least 10% (ten percent) of the voting power in FCR immediately
after such issuance, within 7 (seven) days of such publication, or as a result of which the
recipient of such shares holds 10% (ten percent) or more of the voting power in FCR
immediately after such issuance, within 7 (seven) days of such publication.
	 
	16.3.	 	Negative Pledge
	 
	 	 	The Borrower shall not, and shall procure that none of the Obligors
shall, create, or permit to subsist, any Encumbrance on any asset or
right which is charged in favour of the Lender under any Security
Document, or on the shares











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	of Gazit Canada, the shareholders’ loans made from time to time to Gazit Canada, the
shares of Gazit 2003 or any other Guarantor or other means of control owned from time to
time by the Borrower in Gazit 2003 or any other Guarantor and the shareholders’ loans or
other means of control made from time to time to Gazit 2003 or any other Guarantor by
the Borrower, save, with respect to: (a) the Collateral under (and as defined in) the
Gazit Canada Ontario Pledge and the Gazit Canada Israeli Pledge, for Permitted Liens (as
such term is respectively defined in the Gazit Canada Ontario Pledge and the Gazit
Canada Israeli Pledge); and (b) the Collateral under (and as defined in) the Gazit 2003
Ontario Pledge and the Gazit 2003 Israeli Pledge, for Permitted Liens (as such term is
respectively defined in the Gazit 2003 Ontario Pledge and the Gazit 2003 Israeli
Pledge).
	 
	16.4.	 	Non-Disposal
	 
	16.4.1.	 	The Borrower shall not sell, transfer or otherwise dispose of, or grant any Encumbrance
over (save under the Finance Documents), any of the Collateral, including any Related Rights
thereto.
	 
	16.4.2.	 	The Borrower shall at all times posses the control (as such term is defined in the Bank
(Licensing) Law, 5741-1981) over Gazit Canada and Gazit 2003. The Borrower shall at all times
hold all the means of control in Gazit Canada and hold at least 51% (fifty-one percent) of all
means of control of any other Guarantor.
	 
	16.4.3.	 	Without derogating, for the avoidance of doubt, from clauses 9.5—9.7 above, the Borrower
shall procure that the Guarantors shall not sell, transfer or otherwise dispose of any Pledged
FCR Shares or any rights arising therein or in relation thereto, including any Related Rights
thereto.
	 
	16.5.	 	Notification of Default
	 
	 	 	The Borrower shall notify the Lender of any Default or Event of
Default of which it is aware (and the steps, if any, being taken to
remedy such Default or Event of Default) promptly upon becoming
aware thereof.
	 
	16.6.	 	Additional Documents and Further Actions
	 
	 	 	The Borrower shall take, and shall procure that each other
Obligor shall take, all further reasonable actions and execute and
deliver from time to time, as reasonably requested by the Lender at
the Borrower’s expense, all documents as shall be reasonably
necessary or relevant to the execution and implementation of the
Finance Documents and the consummation of the transactions
contemplated therein.
	 
	16.7.	 	Preferred Shares
	 
	 	 	The Borrower shall procure that no restriction under applicable
statute or regulation will apply to prohibit the payment by Gazit
Canada or Gazit 2003 of any amounts (whether redemption amounts,
dividends or otherwise) to the Borrower in respect of the Pledged
Preferred Shares.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	The following provisions of this clause 16 shall, notwithstanding
the opening paragraph of this clause 16, also remain in force during
the Security Period: 16.1.2, 16.2.3, 16.3 (and in this regard the
reference to any Security Document shall also be deemed to be a
reference to any Gazit Canada Security Document), 16.4.2, 16.4.3 and
16.7. All references to Obligors in such clauses shall also be
deemed to include references to Obligors as such term is defined in
the Gazit Canada Facility Agreement
	 
	17.	 	DEFAULT
	 
	17.1.	 	Events of Default
	 
	17.1.1.	 	Without derogating from the provisions of this Agreement, each of the events set out in
clause 17.2 to clause 17.15 below is an Event of Default (whether or not caused by any reason
outside the control of the Borrower or of any other person), entitling the Lender to the
remedies set out in clauses 17.16—17.19 below.
	 
	17.1.2.	 	Notwithstanding anything to the contrary in this clause 17, in the event that the Lender
shall be of the view (in its professional discretion), that delay in acting pursuant to
clauses 17.16—17.19 below due to the operation of any cure period specified under the Finance
Documents may materially prejudice the rights of the Lender under any Finance Document or its
ability to receive full payment in accordance with the terms of the Finance Documents of all
Secured Obligations (including if it may materially prejudice the realisation of the
Securities pledged thereunder), the Lender may, by written notice to such effect to the
Borrower, shorten or cancel any such cure period; provided that, the Lender shall give the
Borrower notice thereof prior to declaring the Total Outstandings immediately due and payable.
	 
	17.2.	 	Non-Payment
	 
	 	 	The Borrower or any other Obligor does not pay any amount payable by
it under any Finance Document at the place and in the funds
expressed to be payable within 7 (seven) days of the due date for
payment of such amount, except only where and for so long as such
non-payment is caused solely as a result of a strike at the Lender
which prevents such payment.
	 
	17.3.	 	Breach of Obligations
	 
	17.3.1.	 	Any Obligor does not comply with, or is in breach of any undertaking or obligation
contained in any Finance Document (but with respect to the Standard Forms, only if such a
breach is a material breach) and, if such default is capable of remedy within such period,
within 14 (fourteen) Business Days after receipt by the Borrower of written notice from the
Lender requiring the failure or breach to be remedied, such Obligor shall have failed to cure
such default.
	 
	17.3.2.	 	For the avoidance of doubt: (a) this clause 17.3 shall not be construed as derogating from
any other provision of this clause 17 and, without limiting the generality of the aforegoing,
the cure period specified in clause 17.3.1











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	above shall be applicable only with respect to the Events of Default referred to
therein and not to any other provisions of this clause 17; and (b) in the event
that any failure or breach as aforesaid is incapable of being remedied, an Event
of Default shall be deemed to have occurred immediately upon such breach.
	 
	17.4.	 	Misrepresentation/Breach of Warranty
	 
	 	 	Any representation or warranty made or repeated by or on behalf of
any Obligor in any Finance Document, or in any certificate or
statement delivered by or on behalf of any Obligor under any Finance
Document is, or proves to have been, incorrect or misleading in any
respect which, in the view of the Lender is material, when such
representation or warranty is made or deemed to be made or repeated;
provided that, if such incorrect or misleading representation or
warranty is one which has been repeated after Financial Close and
which is capable of remedy, there shall be an Event of Default under
this clause 17.4 only if not remedied within 14 (fourteen) Business
Days after receipt by the Borrower of written notice from the Lender
requiring such incorrect or misleading representation or warranty to
be remedied.
	 
	17.5.	 	Financial Covenants
	 
	17.5.1.	 	In the event that the Borrower shall breach any of the financial covenants set out in
clauses 10.1, 10.2, 10.3 or 10.4 above, or if the Borrower fails to comply with the terms of
clause 10.5 above or if the financial covenant set out in clause 10.5 above is not met during
3 (three) consecutive Quarters.
	 
	17.5.2.	 	In the event that:
	 
	17.5.2.1.	 	the ratio set out in clause 10.6 above for any Quarter or Financial Year shall be less
than 1.55 (one point fifty-five);
	 
	17.5.2.2.	 	the ratio in clause 10.7 above shall: (a) for any Quarter or Financial Year, exceed 14.2
(fourteen point two); or (b) for any 3 (three) consecutive Quarters exceed (in each such
Quarter) 13.5 (thirteen point five); or
	 
	17.5.2.3.	 	the ratio set out in clause 10.8 above shall: (a) for any 3 (three) consecutive Quarters
exceed (in each such Quarter) 80% (eighty percent); or (b) for any Quarter, exceed 82%
(eight-two percent).
	 
	 	 	Provided that, an Event of Default under this clause 17.5 shall occur only after
the expiry of 14 (fourteen) Business Days after the date upon which the relevant
provisions of clauses 17.5.1 or 17.5.2 above shall be applicable.
	 
	17.6.	 	Invalidity
	 
	 	 	This Agreement or any Security Document or any obligation of any
Obligor under any of the Finance Documents (other than an obligation
under the Standard Forms which is not material) shall cease to be in
full force and effect in any respect or does not, or shall cease to,
constitute the legal, valid, binding











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	and enforceable obligations of any Obligor, or in the case of any Security Document,
fails to provide effective perfected security in favour of the Lender of the nature and
over the assets over which security is intended to be given by that Security Document,
and the aforegoing has not been cured in full within 5 (five) Business Days after the
Borrower becomes aware thereof.
	 
	17.7.	 	Reorganisation or Merger






	17.7.1. 	(a)	In the event that the Borrower shall adopt a
resolution for Reorganisation or Merger (as
defined hereunder), whereby the Borrower is not
the surviving entity of such Reorganisation or
Merger.
	 
	 	(b)	In the event that FCR, Gazit Canada, Gazit 2003 or any
other Obligor, (other than the Borrower) shall adopt a resolution for
Reorganisation or Merger (as defined hereunder), unless FCR, Gazit Canada,
Gazit 2003 or such other Obligor, as applicable, is the surviving entity of
such Reorganisation or Merger.






	17.7.2.	 	In this clause 17.7, “Reorganisation or Merger” means a merger or spin-off (“Pizul”)
(within the meaning of the term in Part E2 of the Israeli Income Tax Ordinance [New Version],
1961 or the Companies Law or any provision of law replacing any of the aforegoing) or any
equivalent action in Canada (in the case of FCR, Gazit Canada and Gazit 2003) or the swap of
assets for shares, within the meaning of said Part E2 or otherwise.
	 
	17.8.	 	Receivership; Winding-Up; Attachment
	 
	17.8.1.	 	Any Gazit Group Entity shall adopt a resolution for its voluntary winding-up or if an order
for winding-up shall be issued against any Gazit Group Entity or an application for winding-up
shall be submitted against any of the Gazit Group Entities or in the event that a temporary,
permanent or other liquidator or trustee or special manager shall be appointed over any Gazit
Group Entity or an application for a freeze order (“Hakpa’at Halichim”) shall be submitted or
a freeze order (“Hakpa’at Halichim”) granted in respect of any Gazit Group Entity or any Gazit
Group Entity proposes or enters into negotiations for reaching a settlement, compromise or
arrangement or rescheduling with its creditors or such settlement, compromise or arrangement
is approved or any equivalent or analogous proceeding or order is given in any other
jurisdiction in which any of the Gazit Group Entities carries on business or has an office.
	 
	 	 	Notwithstanding the aforegoing, in the event that any application referred to
above is made by a third party and an order has not yet been granted thereon, then
the Lender shall not be entitled to accelerate the Total Outstandings, in whole or
in part, or to act in accordance with clauses 17.16—17.19 below, unless: (a) 90
(ninety) days shall have passed from the date of submission of such application;
and (b) the amount of the debt referred to in such application is, in the view of
the Lender, sufficient to endanger the existence of any Gazit Group Entity or the
repayment of the Secured Obligations.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	17.8.2.	 	An application is submitted for the appointment of a temporary or permanent receiver over
assets of any Gazit Group Entity in a cumulative amount exceeding US $50,000,000 (fifty
million United States Dollars) (or the equivalent thereof in any other currency), or an order
is granted for a temporary or permanent receivership order in respect of such cumulative
amount or any temporary, permanent or other receiver is appointed over assets in an amount
exceeding such cumulative amount.
	 
	 	 	Notwithstanding the aforegoing, in the event that any application referred to
above is made by a third party and an order has not yet been granted thereon, then
the Lender shall not be entitled to accelerate the Total Outstandings, in whole or
in part, or to act in accordance with clauses 17.16—17.19 below, unless: (a) 90
(ninety) days shall have passed from the date of submission of such application;
and (b) the amount of the debt referred to in such application is, in the view of
the Lender, sufficient to endanger the existence of any Gazit Group Entity or the
repayment of the Secured Obligations.






	17.8.3. 	(a)	An attachment is imposed or an order for execution proceedings (or similar process) or
for other collection proceedings of whatsoever nature is issued over any assets, rights or
property of the Borrower or any other Obligor in an amount exceeding US $50,000,000 (fifty
million United States Dollars) (or the equivalent thereof in any other currency); save in the
case of an attachment or order which is imposed or made ex parte, which attachment or order is
contested by the relevant Obligor in good faith and is cancelled within 30 (thirty days) of
being imposed or made.
	 
	 	(b)	In the event that an attachment is imposed or an order for
execution proceedings (or similar process) or for other collection
proceedings is issued over any of the Collateral or an application is made
for any of the foregoing, save, with regard to an application only, where
such application is cancelled within 21 (twenty-one days) of being submitted.






	17.9.	 	Alteration to FCR’s Articles of Association
	 
	17.9.1.	 	FCR or any of its shareholders with respect to FCR shall have adopted a Transfer
Restriction Mechanism which Transfer Restriction Mechanism is not approved by the Lender
within 60 (sixty) days of adoption thereof (the Lender having no obligation whatsoever to
approve any such Transfer Restriction Mechanism). The Borrower shall immediately notify the
Lender of the adoption of any Transfer Restriction Mechanism with respect to FCR.
	 
	17.9.2.	 	FCR shall alter the Organisational Documents of FCR in any way which would restrict or
prohibit the pledging or transfer of any of the Pledged FCR Shares.
















 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	17.10.	 	Cessation of Trading
	 
	17.10.1.	 	There is no trading in any of: (a) the Securities of the Borrower; or (b) the shares of
common stock of FCR, in either case, for a consecutive period of 4 (four) days or more on
which trading is conducted on the relevant stock exchange on which such company’s shares are
respectively traded.
	 
	17.10.2.	 	The shares of the Borrower or FCR shall cease to be listed for trading on a reputable
stock exchange.
	 
	17.11.	 	Cessation or Change of Business
	 
	17.11.1.	 	The Borrower or FCR ceases to carry on all, or a substantial part of, its respective
business as contemplated on the date of this Agreement for a period of 30 (thirty) or more
consecutive days.
	 
	17.11.2.	 	The investment (directly or indirectly) in real-estate ceases to be the primary business
of FCR.
	 
	17.11.3.	 	The value of all income producing real estate ceases at any time to comprise more than 50%
(fifty percent) of the total assets of the Borrower (as appearing in the balance sheet in the
Borrower’s quarterly or annual financial statements).
	 
	17.12.	 	Illegality
	 
	 	 	It is or becomes unlawful for any Obligor to perform any of its
obligations under any of the Finance Documents.
	 
	17.13.	 	Change of Control
	 
	 	 	Any Change of Control shall occur.
	 
	17.14.	 	Organisational Documents
	 
	 	 	Any amendment is made to any of the Organisational Documents of the
Borrower or any other Obligor without the prior written consent of
the Lender, which amendment is likely to impair the ability of the
Obligors to comply with their respective obligations under the
Finance Documents.
	 
	17.15.	 	Cross Default
	 
	17.15.1.	 	As a result of delay in payment or non-payment of any debt by an Obligor to any bank
and/or financial institution and/or debenture (bond) holders (acting in accordance with terms
of the instrument governing the relevant debenture (bond) (any of the foregoing a “Financial
Creditor”), a Financial Creditor shall declare or demand that any debt or debts of any Obligor
to such Financial Creditor in a cumulative amount of US $50,000,000 (fifty million United
States Dollars) is immediately due and payable and/or any Financial Creditor shall realize any
collateral provided to it by or for any Obligor in respect of any debt or debts of any Obligor
to such Financial Creditor in a cumulative amount of US $50,000,000 (fifty











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	million United States Dollars), unless such declaration, demand or realization is
cancelled or a competent court has issued an order of injunction against such
declaration, demand or realization proceedings within 21 (twenty-one) days of
being made or commenced, as applicable.
	 
	17.15.2.	 	If any Indebtedness of an Obligor in an aggregate amount exceeding US $50,000,000 (fifty
million United States Dollars) or the equivalent thereof in another currency is declared by
the holder or holders thereof which are Financial Creditors to be due prior to its scheduled
maturity, or if the Borrower is required to make, due to any breach, any prepayment,
repurchase or redemption thereof, prior to its scheduled maturity (i.e., acceleration), other
than as a result of delay in payment or non-payment of any debt, and such declaration or
requirement is not cancelled within 14 (fourteen) Business Days of being made, all, unless
such Obligor is in good faith and on reasonable grounds contesting such declaration or
requirement.
	 
	17.15.3.	 	If an “Event of Default” (as such term is defined in the Gazit Canada Facility Agreement)
occurs.
	 
	17.16.	 	Acceleration
	 
	 	 	Upon the occurrence of an Event of Default and at any time
thereafter while the same is continuing, without derogating from
any other rights or remedies available to the Lender, the Lender
may, by written notice to the Borrower:
	 
	17.16.1.	 	declare that an Event of Default has occurred; and/or
	 
	17.16.2.	 	declare that all, or any part of, the Total Outstandings, including interest accrued
thereon and all other amounts (including, to the extent applicable, amounts due under clause
13.11 above), payable by the Borrower under the Finance Documents from time to time, shall
thenceforth be repayable on demand being made by the Lender (and in the event of any such
demand, the Total Outstandings or part thereof, interest and such other amounts shall become
immediately due and payable); and/or
	 
	17.16.3.	 	declare that all, or any part of, the Total Outstandings, is immediately due and payable,
whereupon the Total Outstandings, or part thereof, shall become immediately due and payable,
together with all interest accrued thereon and all other amounts payable by the Borrower under
the Finance Documents (including, to the extent applicable, amounts due under clause 13.11
above).
	 
	17.17.	 	Total Outstandings Due on Demand
	 
	 	 	If, pursuant to clause 17.16.2 above the Lender declares all, or
any part of, the Total Outstandings to be due and payable on demand
then, and at any time thereafter so long as any Event of Default is
continuing and has not been waived in writing, the Lender may, by
written notice to the Borrower, require repayment of the Total
Outstandings, or such part thereof declared to be due and payable
on demand, all on such date or dates as the Lender may specify in
such notice (whereupon the same shall become due and payable on
such date











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	together with all accrued interest thereon and any other sums then owed by the Borrower
hereunder) or withdraw such declaration with effect from such date as the Lender may
specify in such notice.
	 
	17.18.	 	Indemnity
	 
	 	 	The Borrower shall indemnify the Lender against any losses or
expenses (but excluding any losses of profit by the Lender, and
excluding indirect losses such as to reputation or otherwise) which
any of them may sustain or incur as a consequence of:
	 
	17.18.1.	 	the occurrence of any Event of Default or Default, to the extent that such losses or
expenses are not compensated for by any other provisions of this Agreement; or
	 
	17.18.2.	 	a failure by the Borrower to pay any amount due under this Agreement on its due date.
	 
	 	 	A certificate of the Lender as to the amount of any such losses or expenses referred to
in this clause 17.18 shall be prima facie evidence in the absence of manifest error.
	 
	17.19.	 	Remedies
	 
	 	 	In the event of acceleration of the Total Outstandings, or any part
thereof, pursuant to clause 17.16 above, or of a written notice
under clause 17.17 above, then, without derogating from any other
remedies or relief available to the Lender under law, the Lender
shall be entitled to take all steps available under any of the
Finance Documents as it deems fit in order to collect all sums owed
by the Borrower to the Lender, including to sell, or procure the
sale of, all or any of the Pledged FCR Shares or any other
Collateral or to realise all or any of the assets, rights or
properties secured under the Security Documents (including,
realisation of rights in accordance with Sections 17 or 20 of the
Israeli Pledges Law, 5727—1967), and to utilise the sums received
to repay in part or in full all amounts owed by the Borrower
hereunder and/or under any other Finance Document.
	 
	18.	 	ASSIGNMENTS AND TRANSFERS
	 
	18.1.	 	Binding Agreement
	 
	 	 	This Agreement shall be binding upon and enure to the benefit of
each party hereto and its or any subsequent successors, permitted
transferees and permitted assigns.
	 
	18.2.	 	No Assignments and Transfers by the Borrower
	 
	 	 	The Borrower shall not be entitled to assign or transfer all or any
of its rights, benefits or obligations under any of the Finance
Documents.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	18.3.	 	Assignments and Transfers by the Lender
	 
	 	 	The Lender may, at any time, at its discretion and without the
requirement of any Consent by the Borrower, assign or transfer
(collectively, “transfer”) all or any of its rights, benefits and
obligations under the Finance Documents to (and only to) any of the
Permitted Transferees, provided that, unless the entire Agreement
(with all Finance Documents) and the entire Gazit Canada Facility
Agreement (with all the Gazit Canada Finance Documents) are assigned
as a whole to one (but not more than one) Permitted Transferee, Bank
Hapoalim shall at all times: (a) remain a Lender in an amount equal
to at least 50.1% (fifty point one percent) of the aggregate
Facilities outstanding and shall retain the entire exposure in
respect of such minimum amount; and (b) remain the sole
representative of all other lenders in respect of the Facilities (as
facility agent and/or security trustee and/or under any similar
position). Notwithstanding anything herein to the contrary, to the
extent that the Lender shall effect a transfer pursuant to this
clause above to a non-Israeli entity, then the Borrower shall not be
required to pay any additional costs under this Agreement due solely
to such transfer being made to a non-Israeli entity. “Permitted
Transferee” shall in this clause 18 mean any of the following: Bank
Leumi le—Israel B.M., Israel Discount Bank Ltd., The First
International Bank of Israel Ltd., Mizrahi-Tefahot Bank Ltd., Union
Bank of Israel Ltd. and any Israeli branch of a foreign bank having
an average international rating of at least “A”.
	 
	18.4.	 	Cooperation by the Borrower
	 
	18.4.1.	 	In the event that the Lender shall wish to make a transfer in accordance with this clause
18, the Borrower shall cooperate in such transfer, including, performing such acts and
executing such customary documents as may reasonably be necessary to give effect to such
transfer (without this being considered or interpreted as the Borrower’s agreement to bear any
additional out-of-pocket cost in such cooperation and, for the avoidance of doubt, without
amending or waiving any provision of this Agreement or of any other Finance Documents).
	 
	18.4.2.	 	Without derogating from clause 18.4.1 above, in the event that the Lender transfers any of
its rights and/or obligations under this Agreement pursuant to this clause 18 above, the
Borrower shall promptly, at the first request of the Lender, cooperate with the Lender and the
Permitted Transferee in all respects necessary in order for the Lender and the Permitted
Transferee to be in full compliance with the requirements of the Israeli Prohibition on Money
Laundering Law, 5760—2000, as such law is interpreted by the Bank of Israel from time to
time.
	 
	18.5.	 	Disclosure of Information
	 
	18.5.1.	 	The Lender shall not be entitled to disclose any information (not already published)
regarding the Borrower to any third party, save to the extent so required under law (for the
avoidance of doubt, the Lender shall be entitled to make such disclosure to the Supervisor of
Banks or other officer of the Bank of Israel or any person acting on their behalf or to any
other Government Body to which the Lender is subject). Notwithstanding the aforegoing, the
Lender may at any time disclose to any potential Permitted











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	Transferee under clause 18.3.1.1 above or to other entities approved by the
Borrower in writing in respect of the Finance Documents with whom it is
negotiating a transfer of rights (“Potential Permitted Transferee”) and to any
advisers to such Potential Trustee, such information about the Finance Documents
and the Obligors as the Finance Parties shall consider appropriate.
	 
	18.5.2.	 	The disclosure of information, whether to a Potential Permitted Transferee or to its
advisers, shall be subject to the signature by the Potential Transferee and/or its advisers of
a non-disclosure undertaking in the form to be agreed before Financial Close, which form shall
constitute Schedule 18.5 to this Agreement.
	 
	18.5.3.	 	For the purposes of this clause 18:
	 
	18.5.3.1.	 	“information” shall mean all information of the Lender or which the Lender shall obtain
which, in the Lender’s discretion, is necessary or desirable to transfer to a Potential
Permitted Transferee in connection with the transfer of rights and obligations hereunder and
includes information regarding the Facilities and regarding Collateral. In the event that
Securities of the Borrower shall cease to be traded on a stock exchange, “information” shall
include also general, non-published business information regarding the Borrower; and
	 
	18.5.3.2.	 	“transfer” shall mean the sale and/or assignment of rights, wholly or in part, or sale of
sub-participations or in any other manner as the Lender shall deem fit. Any transfer may be
to one or more Permitted Transferees, at the same time or from time to time.
	 
	18.6.	 	Data Protection
	 
	 	 	The Borrower acknowledges that the Lender has given the Borrower
notice under the Israeli Protection of Privacy Law, 5741-1981, that
all data delivered by the Borrower to the Lender shall be used by
the Lender solely for the purpose of the performance of this
Agreement, the performance of other agreements between the Lender
and any of the Obligors, and as necessary in order for the Lender to
meet any mandatory requirements under applicable law (for the
avoidance of doubt, the Lender shall be entitled to disclose such
data to the Supervisor of Banks or other officer of the Bank of
Israel or any person acting on their behalf or to any other
Government Body to which the Lender is subject), and that all such
data shall be stored in accordance with such needs of the Lender in
the Lender’s database or in the database of persons providing to the
Lender from time to time computer services or data analysing
services.
	 
	19.	 	REMEDIES AND WAIVERS
	 
	 	 	No failure to exercise, nor any delay in exercising, on the part of the parties hereto, any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies herein provided are cumulative and not
exhaustive of any rights or remedies provided by law.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	20.	 	AMENDMENTS
	 
	 	 	Any addition, variation, modification or amendment to this Agreement shall not be effective
unless any such addition, variation, modification or amendment is in writing and signed by the
authorised signatories of both of the parties to this Agreement.
	 
	21.	 	COUNTERPARTS
	 
	 	 	This Agreement may be executed in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.
	 
	22.	 	GOVERNING LAW AND JURISDICTION
	 
	 	 	This Agreement and the Standard Forms shall be governed by and shall be construed in
accordance with Israeli law and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction
to hear any matters arising under or in connection with this Agreement or the Standard Forms;
provided that, the Lender shall be entitled to sue any Obligor in any jurisdiction in which it
has an office or holds assets.
	 
	23.	 	ENTIRE AGREEMENT
	 
	 	 	This Agreement (together with the other Finance Documents) constitutes the entire agreement
between the parties with respect to the subject-matter hereof and supersedes any prior
agreement or arrangement amongst the parties.
	 
	24.	 	NOTICES
	 
	24.1.	 	Notices in Writing
	 
	24.1.1.	 	Notices to be given hereunder shall be in writing and may be given personally, by facsimile
or by letter as required by clause 24.2 below. Any notice to be given to any party hereto
must be given during normal business hours of such party to the person and at the address
designated below. If notice is sent by facsimile during normal business hours as aforesaid,
it shall be deemed to have been served when automatic facsimile confirmation of receipt by the
intended recipient has been received.
	 
	24.1.2.	 	All requests, notices and other documents to be delivered by the Borrower pursuant to this
Agreement shall be delivered in the English or Hebrew language and, if the original of such
documents is in another language, shall be delivered together with a certified translation
into Hebrew or English.
	 
	24.2.	 	Addresses
	 
	 	 	Any notices not given by facsimile shall be served personally on a party
or served on a party by way of prepaid express registered letter (or
nearest equivalent), in each case, to its address given below or to such
other address as may from time to time be notified for this purpose and
any notice so served











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	 	 	by letter shall be deemed to have been served within 5 (five) days after the time at which such
notice was posted and, in proving such service, it shall be sufficient to prove that the notice was
properly addressed and posted:





	 	 	 	 	 

	24.2.1.

	 	to the Borrower at:
	 	Gazit—Globe Limited

1 Derech Hashalom

Tel-Aviv 67892

Israel

Facsimile: (+972) (3) 696 1910 

Attention: Chief Financial Officer
	 
	 	 	 	 
	24.2.2.

	 	to Bank Hapoalim, in its

capacity as Lender at:
	 	Bank Hapoalim B.M.

Levinstein Tower

23 Menachem Begin Road

Tel-Aviv 66183

Israel

Facsimile: (+972) (3) 567 5795

Attention: Ayalon Nemesh







	25.	 	SURVIVAL
	 
	 	 	All warranties, representations and indemnities set forth in the Finance Documents shall
survive the execution and delivery of each such Finance Document and, with respect to
indemnities only, the termination of any Finance Document and the making and repayment of any
credit under the Facilities.
	 
	26.	 	CONSTRUCTION
	 
	 	 	Each covenant of the Borrower contained in any Finance Document shall be construed as being
independent of each other covenant contained in any Finance Document, so that compliance with
any covenant shall not be deemed to excuse compliance with any other covenant. Where any
provision in this Agreement refers to action to be taken by any person, or which such person
is prohibited from taking, such provision shall be applicable, whether such action is taken
directly or indirectly by such person.
	 
	27.	 	SEVERABILITY
	 
	27.1.	 	Validity or Enforceability of Finance Documents Not to be Affected
	 
	 	 	If a provision of any Finance Document is or becomes illegal,
invalid or unenforceable in any jurisdiction, that shall not affect:
	 
	27.1.1.	 	the validity or enforceability in that jurisdiction of any other provision of the Finance
Documents; or
	 
	27.1.2.	 	the validity or enforceability in other jurisdictions of that or any other provision of the
Finance Documents.











 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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	27.2.	 	Waiver of Provisions to Ensure Validity of Finance Documents
	 
	 	 	Where provisions of any applicable law resulting in such illegality,
invalidity or unenforceability may be waived, they are hereby waived
by the Borrower and the Lender to the full extent permitted by
applicable law so that the Finance Documents shall be deemed valid
and binding agreements, in each case enforceable in accordance with
their respective terms.
	 
	27.3.	 	Modification of Provisions to Ensure Compliance with Applicable Law
	 
	 	 	If any provision of this Agreement is held to be unenforceable under
applicable law, then such provision shall be modified as set out in
the following sentence and the balance of this Agreement shall be
interpreted as if such provision were so modified and shall be
enforceable in accordance with its terms. The parties shall
negotiate in good faith in order to agree on the terms of an
alternative provision which complies with applicable law and
achieves, to the greatest extent possible, the same effect as would
have been achieved by the invalid or unenforceable provision.





IN WITNESS WHEREOF, the parties have signed this Facility Agreement on the date first mentioned
above.




	 	 	 	 	 

	the BORROWER:	 	 
	 
	 	 	 	 
	for

	 	GAZIT—GLOBE LIMITED	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	the LENDER	 	 
	 
	 	 	 	 
	for

	 	BANK HAPOALIM B.M.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


AMENDMENT




(“this Amendment”)



DATED AUGUST 15, 2010 TO A FACILITY

AGREEMENT MADE ON JULY 13, 2010




	 	 	by and between:






	 	(1)	 	GAZIT-GLOBE LIMITED, a company incorporated
under the laws of the State of Israel (company number 52-003323-4),
having its registered office at 1 Derech Hashalom, Tel-Aviv, Israel
(“the Borrower”)






	 	 	and






	 	(2)	 	BANK HAPOALIM B.M., a banking corporation
incorporated in the State of Israel, in its capacity as lender
(“the Lender”)






			
	WHEREAS:	 	the Borrower and the Lender are parties to a Facility Agreement dated July 13, 2010 (“the
Facility Agreement”); and






			
	WHEREAS:	 	the Borrower has informed the Lender that due to an error, the number, detailed in the
Facility Agreement, of FCR Shares to be pledged by each of the Guarantors was incorrect; and






			
	WHEREAS:	 	the Borrower has requested and the Lender has agreed that the number of FCR Shares to be
pledged by each of the Guarantors shall be amended; and






			
	WHEREAS:	 	the Borrower and the Lender have agreed to amend the Facility Agreement and the Schedules
thereto in the light of the aforementioned, all subject to the terms and conditions set out in
this Amendment below,





NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

















 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
- 2 -





	1.	 	Unless otherwise defined in this Amendment, terms defined and references contained in the
Facility Agreement, shall have the same meaning and construction in this Amendment.
	 
	2.	 	The Facility Agreement is hereby amended as follows:
	 
	2.1.	 	in clause 1.1.37(b), the figure and words “14,134,830 (fourteen million one hundred and
thirty-four thousand eight hundred and thirty)” shall be replaced by the figure and words
“16,348,296 (Sixteen million three hundred forty-eight thousand two hundred and ninty-six)”;
	 
	2.2.	 	in clause 1.1.44(b) the figure and words “45,838,640 (forty-five million eight hundred and
thirty-eight thousand six hundred and forty)” shall be replaced by the figure and words
“42,325,179 (Forty-two million three hundred twenty-five thousand one hundred and seventy
nine)”;
	 
	2.3.	 	in clause 15.8.3, the figure and words “37% (thirty-seven percent)” shall be replaced by the
figure and words “36.63% (thirty-six point sixty-three percent)”;
	 
	2.4.	 	in Schedule 1.1.39, in Schedule 1 thereto, the figure and words “14,134,830 (fourteen
million one hundred and thirty-four thousand eight hundred and thirty)” shall be replaced by
the figure and words “16,348,296 (Sixteen million three hundred forty-eight thousand two
hundred and ninty-six)”; and
	 
	2.5.	 	in Schedule 1.1.46, in Schedule 1 thereto, the figure and words “45,838,640 (forty-five
million eight hundred and thirty-eight thousand six hundred and forty)” shall be replaced by
the figure and words “42,325,179 (Forty-two million three hundred twenty-five thousand one
hundred and seventy nine)”.
	 
	3.	 	Save as amended expressly pursuant to this Amendment, the provisions of the Facility
Agreement shall continue in full force and effect and the Facility Agreement and this
Amendment shall be read and construed as one instrument.
	 
	4.	 	This Amendment shall be governed by and shall be construed in accordance with Israeli law.




IN WITNESS WHEREOF, the parties have signed this Amendment effective as of the date first mentioned
above.

















 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
 - 3 -




the BORROWER:




for GAZIT-GLOBE LIMITED




	 	 	 	 	 

	By:

	 		 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





the LENDER:




for BANK HAPOALIM B.M.




	 	 	 	 	 

	By:

	 		 	 
	 

	 	 

	 	 
	Title: