exv10w12





[*] = 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 10.12




EXECUTION VERSION




 




GAZIT FIRST GENERATION LLC,




AS BORROWER



AND



GAZIT-GLOBE LTD.,



AMENDED AND RESTATED LOAN AGREEMENT



DATED AS OF JUNE 21, 2011



WITH RESPECT TO



$100,000,000 REVOLVING CREDIT FACILITY



FROM



BANK LEUMI USA,



AS LENDER



AND



BANK LEUMI USA,



AS COLLATERAL AGENT



 




 









 




[*] = 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.

TABLE OF CONTENTS




	 	 	 
	CLAUSE NO.	 	PAGE
	1.   Definitions
	 	 1
	2.   Credit
	 	44
	3.   Interest
	 	46
	4.   Inability to Determine LIBOR
	 	47
	5.   Repayment of the Principal and Voluntary Prepayment
	 	48
	6.   Illegality and Mandatory Prepayment
	 	49
	7.   Security and Undertakings
	 	50
	8.   Additional Security
	 	54
	9.   Events of Default
	 	55
	10. Application of Payment upon an Event of Default
	 	66
	11. Fees
	 	67
	12. Increased Costs
	 	68
	13. Conditions Precedent
	 	69
	14. Representations and Warranties
	 	71
	14.1. Corporate Existence and Good Standing
	 	71
	14.2. Corporate Authority
	 	71
	14.3. No Event of Default
	 	71
	14.4. Legal Requirements
	 	71
	14.5. Effectiveness
	 	71
	14.6. Security
	 	72
	14.7. Restrictions
	 	72
	14.8. Litigation
	 	73
	14.9. Shareholder Rights Plan
	 	73
	14.10. Organizational Documents
	 	73
	14.11. Financial Information
	 	73
	14.12. Status of the Company and the Guarantors.
	 	73
	14.13. No Fraudulent Conveyance
	 	75
	14.14. No Interest in Gazit America Shares
	 	76
	14.15. Compliance with Law
	 	76
	14.16. Investment Company
	 	76
	14.17. ERISA
	 	76
	14.18. Use of Proceeds
	 	76
	14.19. Gazit Maple
	 	76
	15. Covenants and Undertakings
	 	76
	15.1. Loan to Value
	 	77
	15.2. Shareholder Rights Plan
	 	77
	15.3. Organizational Documents of EOI
	 	77
	15.4. Accounting Standards
	 	77
	15.5. [Reserved]
	 	78
	15.6. Notification of Changes in New Accounting Treatment
	 	78
	15.7. Revisions to the Financial Ratios
	 	78
	15.8. Financial Statements, Officer’s Certificate and Financial Information
	 	79
	15.9. Auditors Assistance
	 	82






(i)









 




[*] = 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.


	 	 	 
	CLAUSE NO.	 	PAGE
	15.10. Company Assistance
	 	83
	15.11. Regulations of the Board of Governors
	 	83
	15.12. Disclosure of Sources of Repayment
	 	83
	15.13. The Company and MGN America
	 	83
	15.14. Negative Pledge
	 	86
	15.15. Nominee Directors
	 	87
	15.16. Rights attaching to the EOI Common Shares
	 	87
	15.17. Rights attaching to the Gazit America Pledged Shares
	 	88
	15.18. Gazit America
	 	88
	15.19. Guarantor Shareholders
	 	89
	15.20. Further Assurance
	 	90
	15.21. No Plan Obligations
	 	90
	15.22. Use of Proceeds Advance
	 	90
	15.23. Gazit Maple
	 	90
	16. Assignment
	 	91
	16A. Effectiveness
	 	93
	17. General
	 	93







ii











 



[*] = 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.


AMENDED AND RESTATED LOAN AGREEMENT




     THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) dated as of June __, 2011, by and
among GAZIT FIRST GENERATION LLC, a Delaware limited liability company (the “Company”), GAZIT-GLOBE
LTD., a company incorporated under the laws of Israel (“Gazit-Globe”) and BANK LEUMI USA, as
lender (including its successors and assigns permitted pursuant to clause 16 below, the “Bank”),
and as collateral agent (including its successors and assigns, the “Collateral Agent”).



WITNESSETH:




	 	 	 

	Whereas:

	 	the Company, Gazit-Globe, the Bank and the Collateral Agent are parties to the Loan Agreement dated as of April 20,
2011 (the “Existing Loan Agreement”) pursuant to which the Bank has made available to the Company a revolving credit
of up to $100,000,000 (the “Credit”) upon the terms, and subject to the conditions, set forth therein; and
	 
	 	 
	Whereas:

	 	the Company is an indirectly wholly-owned subsidiary of Gazit-Globe;
	 
	 	 
	Whereas:

	 	in order to induce the Bank to grant the Credit to the Company, Gazit-Globe became (i) a party to the Existing
Agreement and made certain representations, warranties, covenants and undertakings as set forth therein, and (ii) a
Guarantor (as defined thereunder) and, amongst other things, has guaranteed to the Bank all of the Company’s
indebtedness and liabilities under the Credit;
	 
	 	 
	Whereas:

	 	the Company, Gazit-Globe and the Bank wish to amend and restate the terms of the Existing Loan Agreement as more
particularly set forth herein; and
	 
	 	 
	Whereas:

	 	the Bank is willing to provide the Credit to the Company only upon the terms and the conditions set forth herein.





NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the
parties hereto agree to amend and restate the Existing Loan Agreement as follows:





	1.	 	Definitions
	 
	1.1.	 	For all purposes of this Agreement and the other Loan Documents, unless the context otherwise
requires, the terms below shall have the following meanings:





	 	 	 	 	 	 	 

	1.1.1.	 	“Additional Conditions”	 	means the Amended and Restated Additional Conditions for Granting Credits originally made
on August 4, 2008 and amended and restated as of the date hereof, between Gazit-Globe, as
borrower, and BLL, as lender.
	 
	 	 	 	 	 	 
	1.1.2.	 	“Adjusted EOI
Financial Statements”	 	means, at any time and from time to time:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	the audited annual consolidated balance sheet
and audited annual consolidated statement of
operations of EOI as extracted from the audited
annual EOI Financial Statements; 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.


	 	 	 	 	 	 	 

	 

	 	 	 	(b)
	 	the unaudited consolidated quarterly balance
sheet and unaudited quarterly consolidated
statement of operations of EOI, as extracted
from the quarterly unaudited EOI Financial
Statements,
	 
	 	 	 	 	 	 
	 	 	 	 	reconciled, in each case, to IFRS, delivered or
required to be delivered to the Bank under and in
accordance with the terms of this Agreement, or such
of those balance sheets and statements of
operations, as the context so requires.
	 
	 	 	 	 	 	 
	1.1.3.

	 	[Reserved]	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.4.	 	“Adjusted Gazit
America Net Debt”	 	means, for any Relevant Quarter or for any Financial Year, the Gazit America Net
Debt for such Relevant Quarter or Financial Year, as the case may be, except that
if for a Relevant Quarter or Financial Year (a “relevant period”) 15% (fifteen
percent) of the sum of: (a) Gazit America Real Estate Assets; and (b) EOI Real
Estate Assets for such relevant period, is less than the amount of Gazit America
Real Estate Assets for such relevant period, then the Adjusted Gazit America Net
Debt for such relevant period shall be an amount equal to the amount of the Gazit
America Net Debt for such relevant period, multiplied by a fraction, the numerator
of which shall be 15% (fifteen percent) of the sum of: (i) Gazit America Real
Estate Assets; and (ii) EOI Real Estate Assets, and the denominator of which shall
be the amount of Gazit America Real Estate Assets, for such relevant period.
	 
	 	 	 	 	 	 
	1.1.5.	 	“Adjusted NAV Per
Gazit America Share”	 	means, with respect to any Trading Day, the amount obtained by dividing: (a) the
Gazit America Adjusted NAV for the last Quarter (the “Last Relevant Quarter”), in
respect of which the Gazit America Financial Statements were delivered to the Bank
pursuant to clause 15.8 below preceding such Trading Day; by (b) the total number
of shares of Gazit America, of whatever class, in issue (including the Gazit
America common shares) as at the last day of the Last Relevant Quarter (excluding
for this purpose any shares of Gazit America held by Gazit America as treasury
shares). Notwithstanding the foregoing, until the date the first set of Gazit
America Financial Statements is delivered to the Bank pursuant to clause 15.8
below, the Adjusted NAV Per Gazit America Share for each Trading Day commencing
from the Amendment Closing Date and ending on the date of the delivery of such
first set of Gazit America Financial Statements, shall be the amount certified by
the Chief Executive Officer or Chief Financial Officer of Gazit-Globe as being






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[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	the
Adjusted NAV Per Gazit America Share in the certificate delivered to, and accepted
by, the Bank
pursuant to clause 3.1.23 of the Amending Agreement.
	 
	 	 	 	 	 	 
	1.1.6.	 	“Adjusted Total
Unpaid Outstandings”	 	means, with respect to any period, the amount of the Total Unpaid Outstandings, as
at the last day of such period, multiplied by a fraction the numerator of which is
100 and the denominator of which being the percentage (expressed only as a number)
of the Gazit-Globe’s Share on the last day of such period.
	 
	 	 	 	 	 	 
	1.1.7.	 	“Advance”	 	as defined in clause 2.1 below.
	 
	 	 	 	 	 	 
	1.1.8.	 	“affiliate”	 	means, with respect to any Person, any entity which controls, is controlled by, or
is under common control with, such Person.
	 
	 	 	 	 	 	 
	1.1.9.	 	“Amending Agreement”	 	means the Amending Agreement dated April 17, 2011 made between BLL and Gazit-Globe
restating and replacing the Amended and Restated Additional Conditions for
Granting Credits originally made on August 4, 2008, a final unsigned copy of which
is attached to this Agreement as Schedule F.
	 
	 	 	 	 	 	 
	1.1.10.	 	“Applicable Law”	 	means (a) any federal, state or foreign statute, law, treaty, ordinance, code,
rule, interpretation, regulation, order, decree, directive, instruction or
guideline (including, without limitation, any consent decree or administrative
order) of any Governmental Body, applicable to or binding upon any specified
Person, property, transaction or event or any of such Person’s assets, including,
for the avoidance of doubt, any law, regulation, or instructions of the New York
State Banking Department, the Federal Reserve Bank of New York, the Federal
Deposit insurance Corporation or any other Governmental Body, whether or not
having the force of law (but if not having the force of law, being one with which
the Bank, acting honestly, believes: (i) it should comply; and (ii) is the common
or customary practice of major banks in the State of New York); (b) any agreements
between the Bank and the Federal Reserve Bank of New York or any other
Governmental Body made in connection with any of the foregoing referred to in
paragraph (a) of this definition above; and (c) any agreements between the Bank
and the Federal Reserve Bank of New York, the New York State Banking Department or
any other Governmental Body settling or resolving any matter between the parties
thereto.
	 
	 	 	 	 	 	 
	1.1.11.	 	 “Auditors”	 	means Gazit-Globe’s external auditors, Ernst and Young (Israel) or another leading
firm of auditors affiliated to one of the big 4 (four) internationally recognized
firms of auditors.






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[*] = 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.


	 	 	 	 	 	 	 

	1.1.12.	 	“Bank”	 	as define in the introductory paragraph of this Agreement.
	 
	 	 	 	 	 	 
	1.1.13.	 	“Bank Leumi Group”	 	means BLL, together with any of BLL’s subsidiaries in Israel or abroad, including,
without limitation, the Bank.
	 
	 	 	 	 	 	 
	1.1.14.	 	“BLL”	 	means Bank Leumi le-Israel B.M. (including its successors and assigns permitted
pursuant to any BLL Loan Document).
	 
	 	 	 	 	 	 
	1.1.15.	 	“BLL Advance”	 	means any amount of money advanced or to be advanced (as the context requires) by
BLL to Gazit-Globe pursuant to the Additional Conditions.
	 
	 	 	 	 	 	 
	1.1.16.	 	“BLL Credit”	 	means the revolving credit facility granted by BLL to Gazit-Globe for loans,
advances, credits, bank guarantees and other extensions of credit in an aggregate
amount of up to USD 150,000,000 pursuant to the Additional Conditions.
	 
	 	 	 	 	 	 
	1.1.17.	 	“BLL Loan Documents”	 	shall have the same meaning ascribed to the term “Loan Documents” in the
Additional Conditions.
	 
	 	 	 	 	 	 
	1.1.18.	 	“Body Corporate”	 	as defined in clause 1.1.98 below.
	 
	 	 	 	 	 	 
	1.1.19.	 	“Breakage Costs”	 	[***]
	 
	 	 	 	 	 	 
	1.1.20.	 	“Business Day”	 	means a day on which (i) dealings in Dollar deposits are carried on in the London
Interbank Eurodollar market and (if payment is required to be made on such day) on
which banks are open for business in London and in New York, and (ii) the Bank
shall be open for ordinary business in New York. In the Bank’s discretion, its
office in New York may be closed on any Saturday, Sunday, legal holiday or other
day on which it is lawfully permitted to close, save that: (a) all references to
“Business Day” in clause 7.6 below shall mean a day on which banks are open for
business in Tel-Aviv, Israel and New York, New York, United States of America; and
(b) all references to “Business Day” in clauses 15.8.11, 15.8.12, 15.8.13 and
15.8.14 below shall mean a day on which banks are open for business in Tel-Aviv,
Israel.
	1.1.21.

	 	[Reserved]	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.22.

	 	[Reserved]	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.23.	 	“Certificated EOI
Pledged Shares”	 	means those EOI Pledged Shares that are in legended certificated form and which
are registered in the name of the Company or MGN America or any other Obligor.






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[*] = 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.


	 	 	 	 	 	 	 

	1.1.24.	 	“Change in Control”	 	means any of the following:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	of Gazit-Globe means—after the date of this
Agreement if there is a change in control of
Gazit-Globe, such that Chaim Katzman directly
or indirectly (including through entities
controlled by him) does not control
Gazit-Globe, except if Dori Segal directly or
indirectly (together with his wife, Erica
Ottoson, including through entities controlled
by him or his wife), controls Gazit-Globe; or
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	of EOI means—if, after the date of this
Agreement, for any reason:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(1)   Gazit-Globe, directly or indirectly
(including through entities controlled by
it), does not control EOI. Without
derogating from the generality of the
foregoing, Gazit-Globe shall be deemed not
to control EOI upon the occurrence of any
of the events listed in sub-paragraphs (i)
through (iii) of this paragraph (1): (i)
any shareholder resolution of EOI is
adopted notwithstanding any Obligor or any
Non-Listed Subsidiary voting against such
resolution; (ii) any Obligor or any
Non-Listed Subsidiary shall vote in favor
of, authorize, consent, approve, ratify or
abstain in respect of, or shall fail to
vote against and otherwise oppose, any
resolution of the shareholders of EOI
authorizing, approving, consenting or
ratifying a Prohibited Shareholder Rights
Plan (as defined in clause 15.2 below) in
respect of EOI; and (iii) any proposed
shareholder resolution of EOI is not
adopted at a shareholders meeting of EOI
notwithstanding the affirmative vote in
respect thereof by any Obligor or any
Non-Listed Subsidiary. A Change of
Control shall not be deemed to have
occurred pursuant to sub-paragraph (iii)
of this paragraph (1) if the relevant
resolution relates to the approval of a
transaction or an action in respect of
which all the following conditions are
satisfied: (a) the approval of such
resolution by the shareholders of EOI is
required by Applicable Legal Requirements
(as defined below); and (b) pursuant to
Applicable Legal Requirements, the
majority required to approve such
resolution is a Special Majority (as
defined below). For this







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[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	      purpose: (A)
“Applicable Legal
Requirements” means any provision of US
Federal or State Law (not including, for
the avoidance of doubt, any provision of
EOI’s Organizational Documents or any
provision of any agreement or other
document) to the extent any such
provision is not capable of being
disapplied or modified, in whole or in
part, in respect of EOI, by way of a
resolution adopted by its shareholders
within two (2) months after the date of
the enactment or coming into force or any
such provision; and (B) “Special
Majority” means either: (I) the
affirmative vote of a majority of the
votes entitled to be cast in respect of
such resolution or any other majority in
respect of which in either case, pursuant
to Applicable Legal Requirements, voting
rights attaching to EOI Common Shares
held by the Company and MGN America are,
through no fault of the Company or MGN
America or any other Person acting on
behalf of the Company or MGN America, in
whole or in part, disenfranchised
pursuant to Applicable Legal Requirements
and, to the extent any such EOI Common
Shares are disenfranchised in part, such
resolution is not adopted at a
shareholders’ meeting of EOI
notwithstanding the affirmative vote in
respect thereof by the Obligors and each
Non-Listed Subsidiary of EOI Common
Shares held by any such Person (to the
extent not disenfranchised as aforesaid);
or (II) any resolution of the
shareholders of EOI which requires,
pursuant to Applicable Legal Requirements
and not in any way connected to the
wrongdoing by the Company or MGN America
or any other Person acting on behalf of
the Company or MGN America, the
affirmative vote of a specific percentage
of voting rights attaching to EOI Common
Shares that are not held by Gazit-Globe,
the Company, MGN America or any other
Non-Listed Subsidiary; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(2)   without derogating from sub-paragraph (1)
of paragraph (b) of this definition, any
Person, other than Gazit-Globe, Liberty
International Plc (“Liberty”) (alone or
together with any affiliate of it), any
affiliate of Gazit-Globe or any Person who
is, at all times, a







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[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	      Relevant QIB (as
defined below), holds (as such
term is defined in the Israeli Securities
Law, 1968) or acquires (whether alone or
acting in concert) 10% (ten percent) or
more of any of the Means of Control of
EOI. For this purpose, a “Relevant QIB”
shall mean a financial institution or
mutual fund which: (i) manages investment
funds on a discretionary basis; (ii) on
the date it first holds or acquires 10%
(ten percent) or more of the Means of
Control of EOI, will be regarded as a
“qualified institutional buyer” (as such
term is defined in Rule 144A(1) under the
US Securities Act of 1933); and (iii)
acquired its holding of securities in EOI
in the ordinary course of its business
and, at such time and at all times
thereafter while it holds any such
securities, does not hold such securities
with the purpose, nor with the effect, of
changing or influencing the control of
EOI, nor in connection with, or as a
participant in, any transaction having
any such purpose or effect (as shall be,
without derogating from the generality of
the foregoing, evidenced by its reporting
requirements in connection with its
holding of securities in EOI, being those
requirements as set forth in Schedule 13G
promulgated under the US Securities
Exchange Act, 1934). For the avoidance
of doubt, a Change in Control shall be
deemed to occur if a Relevant QIB that
holds or acquires (whether alone or
acting in concert) 10% (ten percent) or
more of any of the Means of Control of
EOI ceases, for any reason, to be a
Relevant QIB; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(3)   without derogating from sub-paragraph (1)
of paragraph (b) of this definition,
Liberty (including any of its affiliates)
holds (as such term is defined in the
Israeli Securities Law, 1968) or acquires
more than 19.9% (nineteen point nine
percent) of any of the Means of Control of
EOI; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(4)   without derogating from sub-paragraphs
(1) and (2) of paragraph (b) of this
definition, any Relevant QIB holds or
acquires more than 15% (fifteen percent)
of any of the Means of Control of EOI; or







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[*] = 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)   without derogating from sub-paragraphs
(1) or (6) of paragraph (b) of this
definition, EOI grants any consent,
exemption or approval, whether pursuant to
its Organizational Documents or otherwise,
to any Person (other than to Gazit-Globe
or any of its affiliates, Liberty or any
of its affiliates, a Relevant QIB, the
Bank Leumi Group or to any assignee of the
Bank or BLL under any of the BLL Loan
Documents or Loan Documents, any of the
foregoing, a “Relevant Person”)) to hold
10% (ten percent) or more of any of the
Means of Control of EOI. For the
avoidance of doubt and without derogating
from the generality of the foregoing, the
exemption of any Person (other than a
Relevant Person) from the Aggregate Stock
Ownership Limit and/or the Common Stock
Ownership Limit and/or the establishment
or granting of an Excepted Holder Limit in
favor of any such Person (other than a
Relevant Person) shall be deemed to be a
Change in Control (“Aggregate Stock
Ownership Limit”, “Common Stock Ownership
Limit” and “Excepted Holder Limit” shall
have the same meanings ascribed to such
terms in EOI’s Organizational Documents);
or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(6)   without derogating from sub-paragraph (1)
of paragraph (b) of this definition, EOI
grants any consent, exemption or approval,
whether pursuant to its Organizational
Documents or otherwise, to Liberty
(including to any of its affiliates) to
hold more than 19.9% (nineteen point nine
percent) of any of the Means of Control of
EOI. For the avoidance of doubt and
without derogating from the generality of
the foregoing, the exemption of Liberty
(including of any of its affiliates) from
the Aggregate Stock Ownership Limit and/or
the Common Stock Ownership Limit and/or
the establishment, granting or increase of
an Excepted Holder Limit relating to any
holding of Liberty (including of any of
its affiliates) in any of the Means of
Control of EOI greater than 19.9%
(nineteen point nine percent) of any of
the Means of Control of EOI, shall be
deemed to be a “Change in Control”; or







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[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	(7)  without derogating from sub-paragraphs
(1) and (2) of paragraph (b) of this
definition, EOI grants any consent,
exemption or approval, whether pursuant to
its Organizational Documents or otherwise,
to a Relevant QIB to hold more than 15%
(fifteen percent) of any of the Means of
Control of EOI. For the avoidance of
doubt and without derogating from the
generality of the foregoing, the exemption
of such Relevant QIB from the Aggregate
Stock Ownership Limit and/or the Common
Stock Ownership Limit and/or the
establishment, granting or increase of an
Excepted Holder Limit relating to any
holding of such Relevant QIB in any of the
Means of Control of EOI greater than 15%
(fifteen percent) of any of the Means of
Control of EOI, shall be deemed to be a
“Change in Control”; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(8)  Gazit-Globe (directly or indirectly
through any Subsidiary of Gazit-Globe)
does not approve, appoint or vote in favor
of the majority of the directors elected
to the Board of Directors of EOI at any
time (disregarding, for this purpose, any
directors nominated by any Person not
being an affiliate of Gazit-Globe and
elected to the Board by Gazit-Globe or any
of its Subsidiaries pursuant to any Voting
Agreement or Approved Voting Agreement (as
such term is defined in clause 15.14.3
below)); or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(9)  EOI adopts a Prohibited Shareholder
Rights Plan (as such term is defined in
clause 15.2 below); or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(10)  EOI takes any action that would cause any
takeover, anti-takeover, moratorium, “fair
price”, “control share” or other similar
law enacted under any law applicable to
EOI (each, an “Anti-Takeover Law”) to
apply to the Bank, BLL or any purchaser
from the Bank and/or BLL or any nominee or
custodian thereof upon a foreclosure sale
as contemplated by the Security Documents
or upon any realization of the charges
created thereunder; or

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(11)  EOI, Gazit-Globe, the Company or MGN
America or any other affiliate of
Gazit-Globe, fails to take within twenty
(20)







9









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	      Business Days of effectiveness, or is
unable to take under the provisions of
any such Anti-Takeover Law, any action
required to prevent any amended or
newly-enacted Anti-Takeover Law from
applying to the Bank, BLL, the Collateral
Agent or any purchaser from the Bank, BLL
and/or the Collateral Agent or any
nominee or custodian thereof, at a
foreclosure sale as contemplated by the
Security Documents or upon any
realization of the charges created
thereunder; or

	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	of the Company or any of the Guarantors (other
than Gazit-Globe) means—after the Closing Date
if, for any reason, there is a change in
ownership of the share capital of any of the
Company or any Guarantor (other than
Gazit-Globe) such that any of the following
shall occur:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)   Gazit-Globe does not own, directly or
indirectly, all of the issued share
capital and all of the Means of Control
of: (1) the Company; (2), any LTV
Guarantor; (3) any Guarantor Shareholder;
and (4) any Subordinated Lender that is a
party to, or has any interest in, any
Subordinated Shareholder Loan made to the
Company or MGN America;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)   Gazit 1995 and MGN USA cease to hold all
the shareholdings and Means of Control of
MGN America;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)   Gazit 1995 ceases to hold all the
shareholdings and Means of Control of the
Company;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iv)   any of the Means of Control in the
Company or MGN America is not pledged by
way of a perfected first security interest
in favor of the Collateral Agent for the
benefit of the Bank and BLL to secure
repayment of the Secured Obligations under
a Security Document in form and substance
reasonably acceptable to the Bank and BLL;
and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(v)   without derogating from any of the
foregoing paragraphs, any Subordinated
Lender that is a party to, or has any
interest in, any Subordinated Shareholder
Loan made







10









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	      to a Guarantor Shareholder ceases to be
an affiliate of Gazit-Globe;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(vi)   without derogating from any of the
foregoing paragraphs, any Non-Listed
Subsidiary that, after the Closing Date,
enters into a Guarantee pursuant to clause
15.18.1(d) below ceases to be a Non-Listed
Subsidiary; or

	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	of Gazit America means—if, after the date of
this Agreement, for any reason: (i)
Gazit-Globe, directly or indirectly (including
through entities wholly-owned and controlled by
it), does not hold at least the majority of all
the Means of Control of Gazit America; or (ii)
any event or circumstance referred to in
paragraphs (b)(1)(i) to (iii), (b)(8), (b)(10)
or (b)(11) of this clause 1.1.24 shall occur,
assuming for this purpose, that all references
in such paragraphs to: (1) “EOI” shall be
deemed to be references to Gazit America; (2)
“US Federal or State Law”, shall be deemed
references to the law of the Province of
Ontario and all federal laws of Canada
applicable therein; and (3) “the Company and/or
MGN America”, shall be deemed to be references
to Gazit Maple and any other pledgor of Gazit
America Shares pursuant to clause 15.14.3
below).
	 
	 	 	 	 	 	 
	1.1.25.	 	“Closing Date”	 	shall have the meaning ascribed to the term
“Amendment Closing Date” in the Amending
Agreement.
	 
	 	 	 	 	 	 
	1.1.26.	 	“Code”	 	means the Internal Revenue Code of 1986, as
amended and in effect from time to time.
	 
	 	 	 	 	 	 
	1.1.27.	 	“Collateral”	 	means all amounts, rights, titles, interests
and other property charged, pledged or
otherwise encumbered under the Security
Documents, including, inter alia:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	the Pledged Shares, including, without
limitation, all security entitlements relating
to the Pledged Shares as recorded in the
Securities Account maintained by the Securities
Intermediary and all stock dividends, dividends
in specie, cash dividends, payments,
securities, other distributions and property
from time to time received, receivable or
otherwise distributed in respect of, or in
exchange for, any or all of the Pledged Shares,
together with all security certificates,
documents, financial assets and instruments
relating to the foregoing;






11









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	(b)
	 	all of the Company’s and MGN America’s
respective personal property, whether now
existing or hereafter acquired;
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	all the issued shares of, and equity interests
in, the Company and MGN America and all stock
dividends, cash dividends, dividends in specie,
payments, securities, other distributions and
property from time to time received, receivable
or otherwise distributed in respect of, or in
exchange for, any or all such issued shares;
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	all registration rights of MGN America under
the Registration Rights Agreement; provided,
however, that the foregoing described rights
shall cover only one (1) “Demand Registration”
(as such term is defined in Section 2.1 of the
Registration Rights Agreement) (collectively,
the “Pledged Shares Rights”);
	 
	 	 	 	 	 	 
	 

	 	 	 	(e)
	 	the Securities Accounts, and all cash,
securities and other financial assets,
including, without limitation, the Pledged
Shares, credited thereto;
	 
	 	 	 	 	 	 
	 

	 	 	 	(f)
	 	all Subordinated Shareholder Loans now existing
or hereafter made;
	 
	 	 	 	 	 	 
	 

	 	 	 	(g)
	 	the Other Collateral;
	 
	 	 	 	 	 	 
	 

	 	 	 	(h)
	 	all monies standing to the credit, from time to
time, of the Reserve Amount (as such term is
defined in clause 9.18.1 below) and all rights
of the pledgor thereof in connection therewith;
	 
	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	all other assets and rights purported to be
pledged or charged under the terms of any
Security Document;
	 
	 	 	 	 	 	 
	 

	 	 	 	(j)
	 	the Gazit-Globe Charged Account and all moneys
and securities deposits held therein or
credited thereto; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(k)
	 	all proceeds of any of the foregoing.
	 
	 	 	 	 	 	 
	1.1.28.	 	“Collateral Agent”	 	means the Bank, or any successor
collateral agent (provided that, for so
long as no Event of Default has occurred,
such successor shall be a financial
institution or an affiliate of a financial
institution), acting as collateral agent
for the benefit of the Bank and BLL.
	 
	 	 	 	 	 	 
	1.1.29.	 	“Commitment”	 	means the obligation of the Bank to make
Advances hereunder in an aggregate
principal amount at any






12









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	one time outstanding not to exceed $100,000,000, as
the same may be reduced from time to time pursuant
to clause 2.7 hereof.
	 
	 	 	 	 
	1.1.30.

	 	“Commonly Controlled Entity”	 	means an entity, whether or not incorporated, which is under
common control with the Company within the meaning of Section 4001 of ERISA
or is part of a group which includes the Company and which is treated as a
single employer under Section 414 of the Code.
	 
	 	 	 	 
	1.1.31.

	 	“Company”
	 	as defined in the introductory paragraph of this Agreement, whether, for the avoidance of
doubt, in its capacity as a borrower under this Agreement and the other Loan Documents,
in its capacity as a guarantor under the BLL Loan Documents, in its
capacity as a guarantor under the Additional Conditions or in any other capacity.
	 
	 	 	 	 
	1.1.32.

	 	“Company/MGN America
Subordination Agreement”
	 	means the subordination agreement subordinating Subordinated Shareholder Loans made to
the Company or MGN America, dated on or about the Closing Date, made by and among the
Company, MGN America, Gazit-Globe, the Guarantor Shareholders, the Bank, BLL and the
Collateral Agent.
	 
	 	 	 	 
	1.1.33.

	 	“Company
Secured Obligations”
	 	means (a) all obligations, liabilities and Indebtedness of the Company under or in
connection with the Credit and/or Other Credit and/or (b) all other obligations,
liabilities and Indebtedness of the Company and/or the other Obligors under the Loan
Documents to which any of them are party, now or hereafter owing to the Bank or the
Collateral Agent, contingent or otherwise, unlimited in amount, plus all related
interest, commissions, charges and/or expenses of any kind whatsoever, including, without
limitation, enforcement costs.
	 
	 	 	 	 
	1.1.34.

	 	“Compliance Certificate”
	 	shall have the meaning ascribed to such term in clause 15.8.7 below.
	 
	 	 	 	 
	1.1.35.

	 	“control”
	 	means, with respect to a Person, possession by another Person, directly or indirectly, of
the power to direct or cause the direction of the management and policies of such first
Person, whether through the ownership of voting securities, by contract or otherwise, and
a Person shall be presumed to control another Person if such Person holds a majority of
all the Means of Control of such other Person.
	 
	 	 	 	 
	1.1.36.

	 	“Credit”
	 	as defined in the first recital above.







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[*] = 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.


	 	 	 	 	 	 	 

	1.1.37.

	 	[Reserved]	 	 	 	 
	 
	 	 	 	 	 	 
	1.1.38.	 	“Default”	 	means any Event of Default or
any event or act which, with
the giving of notice or lapse
of time or the making of any
determination under any Loan
Document or BLL Loan Document,
or the satisfaction of any
other condition (or any
combination thereof), would
constitute an Event of Default.
	 
	 	 	 	 	 	 
	1.1.38A	 	“Deferred Tax Liability”	 	means that deferred tax
liability to the extent (and
only to the extent): (a) it
represents the deferred capital
gain tax in respect of the
appreciation in the fair market
value of the investment by MGN
America in EOI Common Shares;
and (b) it represents the
deferred capital gain tax in
respect of the appreciation in
the fair market value of the
investment by the Compnay in
EOI Common Shares. For the
avoidance of doubt, “Deferred
Tax Liability” shall also
include any liability to
deferred tax reserved for in
any financial statements of the
Company or MGN America, to be
delivered pursuant to the
Amending Agreement or clauses
15.8.5 or 15.8.6 below.
	 
	 	 	 	 	 	 
	1.1.39.

	 	“Dollars” and “$” and	 	 	 	 
	 	 	“USD”	 	means United States Dollars,
the lawful currency of the
United States of America.
	 
	 	 	 	 	 	 
	1.1.40.	 	“EBITDA”	 	means, for any period, an
amount equal to net income
(loss) attributable to EOI
before minority interests for
such period, excluding, without
duplication, the following
amounts (to the extent included
in determining net income
(loss) for such period): (a)
extraordinary items; (b)
depreciation and amortization;
(c) interest expense; (d)
income taxes; (e) gain (loss)
on disposal of income producing
properties and impairment of
real estate; and (f) equity in
net income or net loss in
Unconsolidated Affiliates
(including, without limitation,
equity in (loss) income in
unconsolidated joint ventures)
after adding, to the extent not
already included in the net
income (loss) of EOI, without
duplication, dividends or
similar cash distributions,
management fees and Promote
received by EOI from
Unconsolidated Affiliates (to
the extent the foregoing is
disclosed in EOI’s Financial
Statements for such period,
such amounts of the foregoing
as clearly detailed and broken
down, to the Bank’s reasonable
satisfaction, in such
Compliance Certificate for such
period), minus the EBITDA
Adjustment Amount.
	 
	 	 	 	 	 	 
	 	 	 	 	For the purpose of this
definition, “Unconsolidated
Affiliate” means an entity
(including, without
limitation, a joint venture) in which EOI holds a






14









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	Means of Control, which Means of Control is
accounted for in EOI’s Financial Statements for the
Relevant Period on an equity basis of accounting and
whose financial results are not consolidated into
EOI’s Financial Statements.
	 
	 	 	 	 	 	 
	1.1.41.	 	“EBITDA
Adjustment Amount”	 	means, for any period, the amount, if any,
by which the amount of EOI’s revenues, on
a consolidated basis, taken into account
in the calculation of EBITDA for such
period which is attributable to
“management and leasing services”,
“management fees”, “Promote” and, if any,
without duplication, revenues attributable
to Promote from Unconsolidated Affiliates
(as such term is defined in the definition
of “EBITDA”) for such period, exceeds an
amount equal to 30% (thirty percent) of
the total revenues of EOI for such period.
	 
	 	 	 	 	 	 
	1.1.42.	 	“Encumbrance”	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	any mortgage, charge, 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 registration, recording or filing with any
Governmental Body of notice of any Encumbrance
referred to in paragraph (a) of this definition
by a Person authorized in writing by the
relevant pledgor to file same, including,
without limitation, any financing statement
filed as aforesaid in the proper filing office
pursuant to the Uniform Commercial Code as
adopted by any State of the United States of
America or the District of Columbia of the
United States of America, whether or not any
Encumbrance is created or exists at the time of
such filing;
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	any arrangement under which moneys or claims
to, or for 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
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	any other type of preferential arrangement
having similar effect,
	 
	 	 	 	 	 	 
	 	 	 	 	but excluding, in respect of the security
entitlements to the Gazit America Pledged Shares and
any other financial assets which are, in each case,
credited to the Securities Account opened by Gazit
Maple,
statutory deemed trusts and liens arising by






15









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	operation of applicable Canadian federal or
provincial law in respect of obligations not overdue.
	 
	 	 	 	 	 	 
	1.1.43.	 	“EOI”	 	means Equity One, Inc., a company incorporated under the laws of the State of Maryland, USA.
	 
	 	 	 	 	 	 
	1.1.44.	 	“EOI Common Shares”	 	means the outstanding common shares in the capital of EOI and includes all rights, interests
and entitlements derived therefrom.
	 
	 	 	 	 	 	 
	1.1.45.	 	“EOI’s
Financial Statements”	 	means, at any time and from time to time:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	the audited consolidated annual financial
statements of EOI; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	the unaudited consolidated reviewed quarterly
financial statements of EOI,
	 
	 	 	 	 	 	 
	 	 	 	 	in each case, delivered, or required to be
delivered, to the Bank under and in accordance with
this Agreement, or such of those financial
statements, as the context requires.
	 
	 	 	 	 	 	 
	1.1.46.	 	“EOI NAV”	 	means, for any period, the amount of EOI Total
Shareholders’ Equity as at the last day of
such period. For the purpose of this
definition, “EOI Total Shareholders’ Equity”
for any period means the total stockholders’
equity of EOI (after, without duplication,
deducting therefrom any amount attributable
to: (a) any treasury shares; and (b) any
non-controlling interest) as determined by the
Adjusted EOI Financial Statements as at the
last day of such period.
	 
	 	 	 	 	 	 
	1.1.47.	 	“EOI Net Debt”	 	means, with respect to any period (“Relevant
Period”), the amount of EOI Total Debt as at
the last day of such Relevant Period less,
without any duplication, the aggregate of: (a)
the amount of cash and cash equivalents of EOI
as at the last day of such Relevant Period
that are held and deposited, free and clear of
any Encumbrances (other than Permitted
Encumbrances) in any bank; (b) an amount equal
to 90% (ninety percent) of the principal
amount of cash deposits of EOI as at the last
day of such Relevant Period that are held and
deposited, free and clear of any Encumbrances
(other than Permitted Encumbrances), in any
bank, for a period of more than three (3)
months from the last day of such Relevant
Period (but not deposited for a period in
excess of twelve (12) months from the last day
of such Relevant Period); and (c) an amount
equal to such percentage (not being less than
90% (ninety percent)) as may be agreed, from
time to time by the Bank and the Company for any
Relevant Period and, in default of any such






16









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	agreement, 90% (ninety percent), of the face value
of any marketable US treasury securities of a
maturity not exceeding two (2) years issued by the
United States Department of the Treasury held by
EOI, as at the last day of such Relevant Period,
free and clear of any Encumbrances (other than
Permitted Encumbrances).
	 
	 	 	 	 	 	 
	1.1.48.	 	“EOI Pledged Shares”	 	means all of the present and future
EOI Common Shares (including,
without limitation, all rights,
interest and entitlements derived
therefrom) owned by the Company and
MGN America and pledged by a first
priority perfected security
interest in favor of the Collateral
Agent for the benefit of the Bank
and BLL in accordance with the
terms of the Security Documents to
secure the repayment of the Secured
Obligations.
	 
	 	 	 	 	 	 
	1.1.49.	 	“EOI Real Estate Assets”	 	means (without duplication), for
any period, the sum of the value of
EOI’s income producing real estate
properties (after depreciation),
construction in progress and land
held for development, real estate
properties held for sale and
investments and advances in real
estate joint ventures but
excluding, for the avoidance of
doubt, any cash and cash
equivalents and, without
duplication, cash held in escrow as
at the last day of such period.
	 
	 	 	 	 	 	 
	1.1.50.	 	“EOI Total Debt”	 	means, for any period, the amount
of all of EOI’s Financial
Indebtedness as at the last day of
such period.
	 
	 	 	 	 	 	 
	1.1.51.	 	“equivalent”	 	on any given date in one currency
(the “first currency”) of an amount
denominated in another currency
(the “second currency”) means the
amount of the first currency which
could be purchased with the amount
of the second currency as
determined by the Bank in its
ordinary course of business.
	 
	 	 	 	 	 	 
	1.1.52.	 	“ERISA”	 	means the Employee Retirement
Income Security Act of 1974, as
amended from time to time,
including the rules and regulations
promulgated thereunder.
	 
	 	 	 	 	 	 
	1.1.53.	 	“Event of Default”	 	means any of the events or
circumstances described in clauses
9.1 to 9.26 below. For the
avoidance of doubt, but without
derogating from the generality of
the preceding sentence, an “Event
of Default” as defined in the
Additional Conditions shall also
constitute an Event of Default
under this Agreement.
	 
	 	 	 	 	 	 
	1.1.54.	 	“Excluded Gazit America
Financial Indebtedness”	 	means, for any period, the amount
of Gazit America’s outstanding
Financial Indebtedness secured, by
way of a fixed pledge and charge,
on






17









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	EOI Common Shares held by Gazit
America or any of its Subsidiaries
as at the last day of such period.
	 
	 	 	 	 	 	 
	1.1.55.	 	“Excluded Gazit America
Real Estate Assets”	 	means, for any period, the value of
those assets of Gazit America and
its Subsidiaries that constitute
security or collateral for any
Excluded Gazit America Financial
Indebtedness.
	 
	 	 	 	 	 	 
	1.1.56.	 	“Existing Loan Agreement”	 	means that certain Loan Agreement
dated as of September 27, 2006,
among MGN America, MGN USA and
Gazit 1995, jointly and severally
as borrowers, and the Bank as
lender, as amended.
	 
	 	 	 	 	 	 
	1.1.56A	 	“Fee Letter”	 	means the letter dated on or about
the date hereof between the Company
and the Bank (setting out the fees
referred to in clauses 11.1 and
11.2 below).
	 
	 	 	 	 	 	 
	1.1.57.	 	“Finance Documents”	 	means: (a) this Agreement; (b) the
Note; (c) the Security Documents
(including, without limitation, the
Guarantee from Gazit-Globe and each
of the other Guarantors); (d) the
Fee Letter; (e) all other
agreements or documents executed
pursuant to any of the above or in
connection with any of the
foregoing and relating to any of
the obligations, liabilities and
Indebtedness of the Company under
or in connection with the Credit
(other than, for the avoidance of
doubt, all Standard Form
Documents); and (f) any other
document that is designated by the
Bank, with the written consent of
the Company, as a Finance Document.
	 
	 	 	 	 	 	 
	1.1.58.	 	“Financial Indebtedness”	 	means any Indebtedness for or in
respect of, without duplication:
(a) monies borrowed; (b) monies
raised which are in the nature of
borrowings or having the commercial
effect of borrowing (including,
without limitation, monies raised
by the sale or discounting of
receivables, invoices, bills or
notes or other financial assets on
terms that recourse may be had to
the vendor in the event of
non-payment of such receivables,
invoices, bills or financial assets
when due); (c) monies raised under
acceptance credit facilities and
through the issue of bonds, notes,
debentures, bills, loan stocks and
other debt securities (including,
without limitation, any debt
security convertible, but not at
the relevant time converted, into
share capital); (d) the amount of
any liability in respect of any
lease or hire purchase contract
which would, in accordance with
GAAP, be treated as a finance or
capital lease or otherwise required
under GAAP to be capitalized; (e)
any amount raised under any other
transaction (including, without limitation, any
forward sale or purchase agreement) having the
commercial effect of a borrowing; (f) any derivative
transaction entered into in connection with
protection against or benefit from fluctuation in
any






18









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	rate or price (and, when calculating the value
of any derivative transaction, only the marked to
market value shall be taken into account); (g) any
counter-indemnity obligation in respect of a
guarantee, indemnity, bond, standby or documentary
letter of credit or any other instrument where such
guarantee, indemnity, bond, standby or documentary
letter of credit or other instrument was issued by a
bank or financial institution (it being agreed that
in order to compute any Financial Indebtedness taken
into account in any of the financial ratios set out
in clauses 9.19 to 9.21 (inclusive) below, no
Financial Indebtedness referred to in this paragraph
(g) shall be required to be taken into account
therein, except to the extent such Financial
Indebtedness is required to be reflected according
to GAAP in a balance sheet; and (h) the amount of
any liability in respect of any guarantee or
indemnity for any of the items referred to in
paragraphs (a) to (g) above. For the avoidance of
doubt, Indebtedness under “Subordinated Shareholder
Loans” shall not constitute “Financial
Indebtedness”.
	 
	 	 	 	 	 	 
	1.1.59.	 	“Financial Year”	 	means a calendar year commencing from
(and including) 2011 or, in the event,
after the Closing Date, the financial
(fiscal) year of EOI, Gazit America or
any Obligor does not end on December
31st, all references to the Financial
Year of EOI, Gazit America or such
Obligor, as applicable, shall mean the
actual financial (fiscal) year of EOI,
Gazit America or such Obligor, as
applicable.
	 
	 	 	 	 	 	 
	1.1.60.	 	“Fully Diluted Basis”	 	means, with respect to any shares of
EOI, as of any given date, the sum of:
(a) the number of EOI Common Shares
(not including, for this purpose, the
Class A Common Stock of EOI) in issue
on such date; (b) the number of EOI
Common Shares for which outstanding
EQY-CSC Class A Shares on such date are
redeemable in accordance with the
Operating Agreement; and (c) the number
of EOI Common Shares which could be
obtained through the exercise or
conversion of all securities
(including, but not limited to the
Class A Common Stock of EOI) issued by
EOI convertible into, or exchangeable
for, EOI Common Shares on such date.
The terms “EQY-CSC Class A Shares” and
“Operating Agreement” shall have the
same meanings ascribed to such terms in
the Liberty Equityholders’ Agreement.
For this purpose, “Liberty
Equityholders’ Agreement” means the
Equityholders Agreement dated as of May 23, 2010, by
and among EOI, Capital Shopping Centres Group Plc,
Liberty International Holdings Limited.,
Gazit-Globe, the Guarantor Shareholders, MGN
America, Silver Maple (2001) Inc. and Ficus Inc.






19









 




[*] = 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.


	 	 	 	 	 	 	 

	1.1.61.	 	“GAAP”	 	means, in respect of Gazit-Globe, Gazit
America or Gazit Maple, IFRS; in respect of
EOI or the Company or MGN America, the
accounting principles and practices generally
accepted in the United States provided that,
in the event that EOI or the Company or MGN
America shall implement IFRS, then, with
effect from the Quarter in respect of which
IFRS is first implemented by any such entity,
GAAP shall mean, in respect of such entity,
IFRS.
	 
	 	 	 	 	 	 
	1.1.62.	 	“Gazit America”	 	means Gazit America Inc., a company
incorporated under the laws of the province
of Ontario.
	 
	 	 	 	 	 	 
	1.1.63.	 	“Gazit America
Adjusted NAV”	 	means (without
duplication), for any period, the amount by which:
	 

	 	 	 	(a)
	 	the sum of:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)   the value (without duplication) of Gazit
America’s rental properties, income
producing real estate properties (after
depreciation), construction-in-progress
and land held for development, real estate
properties held for sale and investments
and advances in real estate joint ventures
(but excluding and not taking into
account, without duplication: (1) any
investment of Gazit America or any of its
Subsidiaries in EOI, such as, without
limitation, any EOI Common Shares or other
securities of EOI held by Gazit America or
any of its Subsidiaries; and (2) the value
of any Excluded Gazit America Real Estate
Assets) as at the last day of such period;
and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)  the amount of any cash and cash
equivalents as at the last day of such
period held by Gazit America free and
clear of any Encumbrances (other than
Permitted Encumbrances);

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	exceeds
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	the aggregate amount of all
Indebtedness of Gazit America (other than
Excluded Gazit America Financial Indebtedness)
as at the last day of such period,
	 
	 	 	 	 	 	 
	 	 	 	 	all the above, as reflected in the Gazit America
Financial Statements for such period.






20









 




[*] = 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.


	 	 	 	 	 	 	 

	1.1.64.	 	“Gazit America
Financial Statements”	 	means, at any time and from time to time:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	the audited consolidated annual financial
statements of Gazit America; and
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	the unaudited consolidated reviewed quarterly
financial statements of Gazit America,
	 
	 	 	 	 	 	 
	 	 	 	 	in each case, delivered, or required to be
delivered, to the Bank under and in accordance with
this Agreement, or such of those financial
statements, as the context requires.
	 
	 	 	 	 	 	 
	1.1.65.	 	“Gazit America Net Debt”	 	means, with respect to any period,
the aggregate amount of all
Financial Indebtedness of Gazit
America as at the last day of such
period less, without any
duplication, the aggregate of: (a)
the amount of any cash and cash
equivalents as at the last day of
such period held by Gazit America
free and clear of any Encumbrances
(other than Permitted Encumbrances)
in any bank; (b) an amount equal to
90% (ninety percent) of the
principal amount of cash deposits of
Gazit America as at the last day of
such Relevant Period that are held
and deposited, free and clear of any
Encumbrances (other than Permitted
Encumbrances), in any bank, for a
period of more than three (3) months
from the last day of such Relevant
Period (but not deposited for a
period in excess of twelve (12)
months from the last day of such
Relevant Period); (c) an amount
equal to such percentage (not being
less than 90% (ninety percent)) as
may be agreed, from time to time by
the Bank and the Company and, in
default of any such agreement, 90%
(ninety percent) of the face value
of any marketable Canadian Federal
Government treasury securities
(T-bills) held by Gazit America of a
maturity not exceeding one (1) year
issued by the Bank of Canada, as at
the last day of such Relevant
Period, free and clear of any
Encumbrances (other than Permitted
Encumbrances); and (d) the amount of
Excluded Gazit America Financial
Indebtedness as at the last day of
such period.
	 
	 	 	 	 	 	 
	1.1.66.	 	“Gazit America
Pledged Shares”	 	means all of the present and future
Gazit America Shares (including,
without limitation, all rights,
interest and entitlements derived
therefrom) and all security
entitlements in respect of Gazit
America Shares owned by Gazit Maple
or any Non-Listed Subsidiary of
Gazit-Globe and pledged by a first
priority perfected security interest
in favor of the Collateral Agent for
the benefit of the Bank and BLL in
accordance with the terms of the
Security Documents to secure: (i)
the repayment of the Gazit-Globe
Secured Solo Obligations and (ii)
the






21









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	obligations of Gazit-Globe under
the Gazit-Globe Guarantee.
	 
	 	 	 	 	 	 
	1.1.67.	 	“Gazit America
Real Estate Assets”	 	means, for any period, the value
(without duplication) of Gazit
America’s rental properties, income
producing real estate properties
(after depreciation),
construction-in-progress and land
held for development, real estate
properties held for sale and
investments and advances in real
estate joint ventures (but excluding
and not taking into account, without
duplication: (a) any cash and cash
equivalents and, without
duplication, cash held in escrow;
(b) any investment of Gazit America
or any of its Subsidiaries in EOI
(such as any EOI Common Shares or
other securities of EOI held by
Gazit America or any of its
Subsidiaries); and (c) the value of
any Excluded Gazit America Real
Estate Assets) as at the last day of
such period.
	 
	 	 	 	 	 	 
	1.1.68.	 	“Gazit America Shares”	 	means the outstanding shares in the
capital of Gazit America and
includes all rights, interests and
entitlements derived therefrom.
	 
	 	 	 	 	 	 
	1.1.69.	 	“Gazit-Globe”	 	means Gazit-Globe Ltd., a company
incorporated under the laws of
Israel whether, for the avoidance of
doubt, in its capacity as a
guarantor under this Agreement and
the other Loan Documents, in its
capacity as a borrower under the
Additional Conditions and the other
BLL Loan Documents or in any other
capacity.
	 
	 	 	 	 	 	 
	1.1.69A	 	“Gazit-Globe Charged
Account”	 	means the Gazit-Globe’s account no. 414100/52 maintained with
BLL in BLL’s Principal Branch Tel Aviv and any other account connected to and/or derived
from such account including, without limitation, in the event that the number or type of the
account shall be changed.
	 
	 	 	 	 	 	 
	1.1.70.	 	“Gazit-Globe Guarantee”	 	means the guarantee made between Gazit-Globe, the Collateral Agent,
the Bank and BLL pursuant to which, inter alia, Gazit-Globe guarantees the obligations of the
Company under the Loan Documents and the obligations of the other
Obligors in respect of the Company Secured
Obligations (including, without limitation, any
guarantee executed by Gazit-Globe in connection
with, or as a condition precedent under, the
Amending Agreement and all acknowledgments and/or
re-affirmations in respect thereof, whenever
signed).
	 
	 	 	 	 	 	 
	1.1.71.	 	“Gazit-Globe Secured
Solo Obligations	 	means all of Gazit-Globe’s
obligations, liabilities and
Indebtedness under (a) the
Additional Conditions and the
other BLL Loan Documents and (b)
the Loan Documents.






22









 




[*] = 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.


	 	 	 	 	 	 	 

	1.1.72.	 	“Gazit-Globe’s Share”	 	means, at any time, the percentage
of the Means of Control of EOI at
such time represented by the EOI
Pledged Shares.
	 
	 	 	 	 	 	 
	1.1.73.	 	“Gazit Maple”	 	means Gazit Maple, Inc., a
corporation incorporated under the
laws of the Province of Ontario,
whether, for the avoidance of
doubt, in its capacity as a
guarantor under this Agreement and
the other Loan Documents, in its
capacity as a guarantor under the
Additional Conditions and the
other BLL Loan Documents or in any
other capacity.
	 
	 	 	 	 	 	 
	1.1.74.	 	“Gazit 1995”	 	means Gazit (1995), Inc., a
company incorporated under the
laws of the State of Nevada, USA
whether, for the avoidance of
doubt, in its capacity as a
guarantor under this Agreement and
the other Loan Documents, in its
capacity as a guarantor under the
Additional Conditions and the
other BLL Loan Documents or in any
other capacity.
	 
	 	 	 	 	 	 
	1.1.75.	 	“Governmental Body”	 	means any state, federal, national
or international tribunal, agency,
body, commission or other
authority, any government,
executive, parliament, legislature
or local authority, or any
governmental body, ministry,
department or agency or regulatory
authority, court, statutory board,
tribunal, commission or board of
or within Israel, the United
States of America, Canada or any
other jurisdiction, or any
political subdivision of any
thereof or any authority having
jurisdiction therein including,
without limitation, the Bank of
Israel, the New York State Banking
Department, the Federal Reserve
Bank of New York and the Federal
Deposit Insurance Corporation, in
each case having jurisdiction over
any specified Person, property,
transaction or event or any of
such Person’s assets.
	 
	 	 	 	 	 	 
	1.1.76.	 	“Guarantees”	 	as defined in clause 7.1.1 below.
	 
	 	 	 	 	 	 
	1.1.77.	 	“Guarantor Shareholder
Subordination Agreement”	 	means the subordination agreement
subordinating Subordinated
Shareholder Loans made to any
Guarantor Shareholder, dated on or
about the Closing Date, made by
and among the Guarantor
Shareholders, Gazit-Globe, the
Bank, BLL and the Collateral
Agent.
	 
	 	 	 	 	 	 
	1.1.78.	 	“Guarantor Shareholders”	 	means Gazit 1995 and MGN USA and
“Guarantor Shareholder” shall mean
either of them.
	 
	 	 	 	 	 	 
	1.1.79.	 	“Guarantors”	 	means the LTV Guarantors,
Gazit-Globe, the Guarantor
Shareholders and each Subordinated
Lender that has entered into a
Guarantee pursuant to clause
1.1.144(d) below and each
Non-Listed Subsidiary that has
entered into a Guarantee






23









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	pursuant
to clause 15.18.1 below, and
“Guarantor” means any of the
foregoing.
	 
	 	 	 	 	 	 
	1.1.80.	 	“IFRS”	 	means International Financial
Reporting Standards issued and/or
adopted by the International
Accounting Standards Board.
	 
	 	 	 	 	 	 
	1.1.81.	 	“Indebtedness”	 	means any obligation or liability
(whether incurred as principal or
as guarantor or whether jointly
and severally) for the payment or
repayment of money, whether
present or future, actual or
contingent.
	 
	 	 	 	 	 	 
	1.1.82.	 	“Initial Interest”	 	means, with respect to any
Interest Period, the rate of
interest, prior to the addition of
a margin, which shall be
determined by the Bank, as
approved by and in consultation
with BLL, as being applicable to
BLL’s customers for the purpose of
granting credits—in the same
amount, type and for the same
period in respect of the principal
as the Advance requested—on the
date of determining the interest
rate for the requested Advance,
provided that, in no event shall
the Initial Interest be less than
the LIBOR otherwise applicable
thereto.
	 
	 	 	 	 	 	 
	 	 	 	 	The Initial Interest shall be
determined as a fixed addition
(the “Fixed Addition”) above
LIBOR. The rate of the Fixed
Addition shall be determined, on
the date of determining the
Initial Interest, in accordance
with the principles specified
above and the rate so determined
of the Fixed Addition shall not
vary during the period of such
Advance.
	 
	 	 	 	 	 	 
	 	 	 	 	Notice by the Bank as to the
Initial Interest shall be binding
on the Company and may not be
contradicted nor appealed. The
Bank shall use its reasonable
endeavors to notify the Company,
as soon as practicable after the
Company’s request for the same,
regarding the rate of the Initial
Interest in respect of an Advance.
	 
	 	 	 	 	 	 
	1.1.83.	 	“Interest Period”	 	with respect to each Advance,
means the period beginning on the
date of the Advance (in the case
of the first Interest Period) or
on the last date of the preceding
Interest Period (in the case of
any subsequent Interest Period)
and ending on the day numerically
corresponding to the first day of
that Interest Period in the first,
third or sixth month thereafter as
shall be selected by the Company,
or such other period as shall be
agreed between the Bank and the
Company as specified in each
Request for Disbursement;
provided, however, that (a) if any
Interest Period would otherwise
end on a day which is not a
Business Day, the termination
thereof shall be postponed to the
next succeeding Business Day,
unless such Business Day falls in
the next calendar month, in which
case such Interest Period shall
end on the immediately preceding
day






24









 




[*] = 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.


	 	 	 	 	 	 	 	 	 

	 	 	 	 	which is a Business Day, (b)
if any Interest Period that begins
on the last Business Day of a
calendar month (or on a day for
which there is no numerically
corresponding day in the calendar
month at the end of such Interest
Period), then such Interest Period
shall end on the last Business Day
of a calendar month, and (c) any
Interest Period that would
otherwise extend beyond the
Maturity Date shall end on the
Maturity Date.
	 
	 	 	 	 	 	 	 	 
	1.1.84.	 	“Irrevocable Instructions”	 	as defined in clause 7.1.3 below.
	 
	 	 	 	 	 	 	 	 
	1.1.85.	 	“Irrevocable Proxies”	 	as defined in clause 7.3 below.
	 
	 	 	 	 	 	 	 	 
	1.1.86.	 	“LIBOR”	 	means, for any Interest Period,
the rate of interest per annum
(rounded upwards to the next 1/8th
of 1%) determined by the Bank as
follows:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	LIBOR
	 	=
	 	Libor Base Rate
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	1.00 — Libor Reserve Percentage
	 
	 	 	 	 	 	 	 	 
	1.1.87.	 	“Libor Base Rate”	 	means, relative to any Interest Period, the rate quoted by the British
Bankers Association in London as its “LIBOR” rate for U.S. dollar deposits at or about 11:00
a.m., London time, on the second Business Day prior to the commencement of the Interest
Period; provided, however, that if the Bank adopts generally in its business a different rate
quoting system or service for obtaining the rate of interest commonly known as “LIBOR” for
U.S. dollar deposits, then upon giving prompt notice to the Company such alternative rate
quoting system or service shall be utilized for determining “LIBOR” in lieu of the rate quoted
by the British Bankers Association.
	 
	 	 	 	 	 	 	 	 
	1.1.88.	 	“Libor Reserve Percentage”	 	means, relative to any Interest Period for Advances hereunder,
the percentage (expressed as a decimal, rounded upward to the next 1/100th of
1%) in effect on such day under regulations to which
the Bank is subject issued from time to time by the
Board of Governors of the Federal Reserve System for
determining the maximum reserve requirement
(including any emergency, supplemental or other
marginal reserve requirement) with respect to
Eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D of the
Board of Governors of the Federal Reserve System).
	 
	 	 	 	 	 	 	 	 
	1.1.89.	 	“Listed Subsidiaries”	 	means all Subsidiaries of Gazit-Globe
whose equity securities are listed for
trading on any stock exchange and all
Subsidiaries of any Subsidiary of
Gazit-Globe whose equity securities are
listed as aforesaid.






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[*] = 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.


	 	 	 	 	 	 	 

	1.1.90.	 	“Loan Account”	 	means the Company’s loan account to be
established and maintained with the
Bank at it office in New York, New York
and any other account connected to
and/or derived therefrom, including,
without limitation, in the event that
the number or type of such account
shall be changed.
	 
	 	 	 	 	 	 
	1.1.91.	 	“Loan Documents”	 	means: (a) this Agreement; (b) the
Note; (c) the Security Documents; (d)
any other Finance Document; (e) all
other agreements or documents executed
pursuant to any of the above or in
connection with the foregoing relating
to any of the obligations, liabilities
and Indebtedness of the Company under
or in connection with the Credit (other
than, for the avoidance of doubt, all
Standard Form Documents); and (f) any
other document that is designated by
the Bank, with the written consent of
the Company, as a Loan Document.
	 
	 	 	 	 	 	 
	1.1.92.	 	“LTV Guarantors”	 	means MGN America and Gazit Maple and
“LTV Guarantor” shall mean any of them.
	 
	 	 	 	 	 	 
	1.1.93.	 	“Margin”	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	subject to any increase as referred to in
paragraphs (b) and (c) of this definition
below, the Margin with respect to each Advance
is [***]% ([***] percent) per annum;
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	notwithstanding the foregoing and without
derogating from clause 9.19 below and without
derogating from any provision contained in any
Loan Document requiring, in the circumstances
as set forth therein, the Company to pay, in
addition, maximum interest or interest at the
maximum rate or interest at the Default Rate
(as defined in clause 3.3 below) on the
Advances, in the event, for any Relevant
Quarter, the ratio of:
	 

	 	 	 	 	 	(i) the sum of: (1) EOI Net Debt; (2) Adjusted
Gazit America Net Debt; and (3) the Adjusted
Total Unpaid Outstandings; to (ii) the sum of:
	 

	 	 	 	 	 	(1) EOI Real Estate Assets; and (2) the lower
of: (A) Gazit America Real Estate Assets; and
(B) [***]% ([***] percent) of the sum of Gazit
America Real Estate Assets and EOI Real Estate
Assets, for such Relevant Quarter is equal to,
or greater than, [***] ([***]) then, for each
Interest Period commencing from the Interest
Period following the delivery of the Adjusted
EOI Financial Statements to the Bank, pursuant
to clause 15.8 below, for such Quarter, and
ending, if applicable, on the last day of the
Interest Period following the first subsequent
Quarter in respect of which such ratio is less
than [***] ([***]), the Margin, as set out in
paragraph (a) above of this definition






26









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	(as may
be increased, if applicable, pursuant to
paragraph (c) of this definition), with respect
to each Advance, shall be increased by an
additional [***]% ([***] percent) per annum;
and
	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	without derogating from any provision contained
in any Loan Document requiring, in the
circumstances as set forth therein, the Company
to pay, in addition, maximum interest or
interest at the maximum rate or interest at the
Default Rate on the Advances, if, on any
Trading Day, the Total Unpaid Outstandings is
greater than the Stop Loss Limit, then, for the
period commencing from such Trading Day and
ending on the date Gazit-Globe has either (i)
provided (or procured the Company and MGN
America to provide) additional collateral (from
sources otherwise than from the Credit or, in
respect of Gazit-Globe, otherwise than from
under the BLL Loan Documents, as applicable) in
form and substance satisfactory to the Bank and
BLL, which additional collateral shall be of
sufficient value (for the avoidance of doubt,
Gazit America Shares are not acceptable
collateral but additional EOI Common Shares
shall be acceptable collateral provided that: (1) no other Default has occurred and is
continuing; and (2) each of the Collateral
Agent, the Bank, BLL, every other member of the
Bank Leumi Group, any nominee or custodian of
the Bank and/or BLL and any third party
purchaser of such EOI Common Shares within the
framework of the realization of a Security
Document is an “Excepted Holder” with no
“Excepted Holder Limit” (as such terms are
defined in the Articles of
Amendment and Restatement of EOI) or is
otherwise exempted or waived from certain
ownership limits pursuant to the Ownership
Limits Waiver Agreement in respect of such
additional EOI Common Shares and all other EOI
Pledged Shares); or (ii) repaid the Advances
and/or procure repayment of the BLL Advances,
so that the Total Unpaid Outstandings is less
than the Margined Amount, the Margin, as set
out in paragraph (a) of this definition, with
respect to each Advance, shall be increased by
an additional [***]% ([***] percent) per annum,
it being agreed that, in the event that during
such time interest is payable on the Advances
at the Default Rate (as such term is defined in
clause 3.3 below), the Margin shall not, during
such time, be increased by such additional
[***]% ([***] percent) per annum.






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[*] = 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.


	 	 	 	 	 	 	 	 	 	 	 

	1.1.94.	 	“Margined Amount”	 	means, on any Trading Day, the sum of:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(a)	 	30% (thirty percent) of the Market Value of the EOI Pledged Shares on such Trading Day; and
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(b)	 	the sum of: (i) 30% (thirty percent) of A; and (ii) 60% (sixty percent) of B, on such Trading Day, where:
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	A
	 	=
	 	the product of the number of EOI Pledged Shares constituting EOI Common Shares (disregarding, for this purpose, the Pledged Rights Offer Shares) multiplied by the NAV Per EOI Share, on such Trading Day;
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	B
	 	=
	 	the lower of C and D;
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	C
	 	=
	 	the product of the number of Gazit America Pledged Shares (taking only into account, for this purpose, those Gazit America Pledged Shares that are common shares) multiplied by the Adjusted NAV Per Gazit America Share on such Trading Day; and
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	D
	 	=
	 	15% (fifteen percent) of the sum of A and C on such Trading Day;
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	and
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(c)	 	the Other Collateral Margin Value on such Trading Day.
	 
	 	 	 	 	 	 	 	 	 	 
	1.1.95.	 	“Market Value of the
EOI Pledged Shares”	 	means, for any Trading Day (the “Relevant Trading Day”), the product of the number of EOI Pledged Shares (disregarding, for this purpose, any Pledged Rights Offer Shares) constituting EOI Common Shares multiplied by the average of closing prices of the EOI Common Shares on the New York Stock Exchange, on each Trading Day over the last five (5) Trading Days prior to such Relevant Trading Day.
	 
	 	 	 	 	 	 	 	 	 	 
	1.1.96.	 	“Material Adverse Effect”	 	means any event, matter, development or circumstance which individually
or in the aggregate: (a) results, or is reasonably likely to result, in a material adverse change in the financial condition of the
Company, MGN America, Gazit-Globe, Gazit America or EOI; and/or (b) materially impairs, or is reasonably likely to materially impair the
ability of any Obligor to perform any of its obligations under






28









 




[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	any Loan Document to which it is party in accordance with the provisions thereof
(including, without limitation and without derogating from the generality of the foregoing, impairing the ability to comply with, or satisfy, any
of the financial ratios as set forth in clause 9.12, clauses 9.18 to 9.21 (inclusive) or clause 9.23 below); and/or (iii) materially impairs,
or is reasonably likely to materially impair, the ability of the Collateral Agent, the Bank or BLL to realize any of the Collateral as intended
under the Finance Documents.
	 
	 	 	 	 	 	 
	1.1.97.	 	“Maturity Date”	 	means the day which is five (5)
years from the date of the Amending
Agreement, provided that if the
aforesaid day is not a Business Day
such day will be advanced to the
next following Business Day; or
such later date as shall be agreed
upon in writing by the Bank and the
Company.
	 
	 	 	 	 	 	 
	1.1.98.	 	“Means of Control”	 	means, in relation to any Person
that is not an individual (such
Person, a “Body Corporate”), any of
the following:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	the right to vote at a shareholders meeting of
such Body Corporate (or the right to vote at any
meeting of a corresponding or analogous organ of
a Body Corporate which is not a corporation);
	 
	 	 	 	 	 	 
	 

	 	 	 	(b)
	 	the right to appoint a director or managing
member of such Body Corporate; for this purpose:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)   the Person who appointed a director or
managing member of such Body
Corporate shall be deemed to have the
right to do so; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)   if an officer of a Body Corporate (“Body
Corporate A”) was appointed director or
managing member by Body Corporate A in
another Body Corporate (“Body Corporate
B”), then Body Corporate A, as well as the
Person that controls Body Corporate A,
shall be presumed to have the right to
appoint such officer as director or
managing member of Body Corporate B;

	 
	 	 	 	 	 	 
	 

	 	 	 	(c)
	 	the right to share in the profits of such Body
Corporate; or
	 
	 	 	 	 	 	 
	 

	 	 	 	(d)
	 	the right to the surplus assets of such Body
Corporate upon its liquidation after the
discharge of its liabilities to creditors.
	 
	 	 	 	 	 	 
	1.1.99.	 	“MGN America”	 	means MGN America, LLC (formerly MGN
America, Inc.), a company converted
from a corporation






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[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	incorporated under
the laws of Nevada, USA to a limited
liability company under the laws of the
State of Delaware, USA whether, for the
avoidance of doubt, in its capacity as
a guarantor under this Agreement and
the other Loan Documents, in its
capacity as a guarantor under the
Additional Conditions and the other BLL
Loan Documents or in any other
capacity.
	 
	 	 	 	 	 	 
	1.1.100.	 	“MGN USA”	 	means MGN (USA) Inc., a company
incorporated under the laws of the
State of Nevada, USA whether, for the
avoidance of doubt, in its capacity as
a guarantor under this Agreement and
the other Loan Documents, in its
capacity as a guarantor under the
Additional Conditions and the other BLL
Loan Documents or in any other
capacity.
	 
	 	 	 	 	 	 
	1.1.100A	 	“MSSB Stock Purchase
Plan”	 	means a stock purchase plan dated June
3, 2011 made between Morgan Stanley
Smith Barney LLC and MGN America, in
the form sent by email dated June 16,
2011, from counsel to the Company to
counsel to the Bank and as otherwise
may be amended or modified pursuant to
clause 15.13.5 below.
	 
	 	 	 	 	 	 
	1.1.101.	 	“NAV Per EOI Share”	 	means, with respect to any Trading Day,
the amount obtained by dividing: (a)
the EOI NAV for the last Quarter (the
“Last Relevant Quarter”), in respect of
which Adjusted EOI Financial Statements
were delivered to the Bank pursuant to
clause 15.8 below, preceding such
Trading Day; by (b) the total number of
shares of EOI, of whatever
class, in issue (including EOI Common Shares) as at
the last day of the Last Relevant Quarter (excluding
for this purpose any shares of EOI held by EOI as
treasury shares). Notwithstanding the foregoing,
until the date the first set of Adjusted EOI
Financial Statements is delivered to the Bank
pursuant to clause 15.8 below, the NAV Per EOI Share
for each Trading Day commencing from the Closing
Date and ending on the date of the delivery of such
first set of Adjusted EOI Financial Statements shall
be the amount certified by the Auditors as being the
NAV Per EOI Share in the certificate delivered to
and accepted by the Bank pursuant to clause 3.1.23
of the Amending Agreement.
	 
	 	 	 	 	 	 
	1.1.102.	 	“Net Operating Income”	 	means, for any period, the amount, if any, by which the aggregate
of (without duplication): (a) the total revenues of EOI (excluding, to the extent included in
the determination of total revenues for such period, the amount of revenue attributable to
management and leasing services and the amount of any revenue attributable to Promote but
including, to the extent not already included in the revenues of EOI, without duplication,
dividends or similar cash distributions,







30












 



[*] = 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.


	 	 	 	 	 

	 

	 	 	 	management fees and Promote received by EOI
from Unconsolidated Affiliates, as such term is
defined in the definition of “EBITDA” (to the extent
the foregoing is disclosed in EOI’s Financial
Statements for such period, such amounts of the
foregoing as clearly detailed and broken down, to
the Bank’s reasonable satisfaction, in the
Compliance Certificate for such period)); and (b)
operations of income-producing properties sold or
held for sale of EOI, for such period, exceeds the
aggregate of: (i) the amount of property operating
costs and expenses for such period; and (ii) the
amount, if any, of the Net Operating Income
Adjustment Amount for such period.
	 
	 	 	 	 
	1.1.103.

	 	“Net Operating Income
Adjustment Amount”
	 	means, for any period, the
amount, if any, by which the
amount of EOI’s revenues, on a
consolidated basis, taken into
account in the calculation of Net
Operating Income for such period,
pursuant to paragraphs (a) and
(b) of the definition of such
term which is attributable to
“management and leasing
services”, “management fees”,
“Promote” and, if any, revenues
attributable to Promote from
Unconsolidated Affiliates (as
such term is defined in the
definition of “EBITDA”) for such
period, exceeds an amount equal
to 30% (thirty percent) of the
total revenues of EOI for such
period.


	1.1.104.

	 	“New Accounting
Treatment”
	 	as defined in clause 15.6 below.
	 
	 	 	 	 
	1.1.105.

	 	“Non-consolidated
Expanded Financial
Statements of Gazit-Globe”
	 	means the financial statements of
Gazit-Globe in which: (a) the
financial statements of the
Listed Subsidiaries of
Gazit-Globe which are held
directly by Gazit-Globe (at the
date hereof being Citycon Oyj
only) are consolidated on the
basis of such Listed
Subsidiaries’ balance sheet value
(equity); and (b) the financial
statements of the Non-Listed
Subsidiaries of Gazit-Globe are
consolidated with the respective
Listed Subsidiaries of the
Non-Listed Subsidiaries on the
basis of such Listed
Subsidiaries’ balance sheet value
(equity), all the foregoing
(quarterly or annual, as
applicable), as prepared in
accordance with GAAP as
applicable to such financial
statements, mutatis mutandis, and
as approved by the Chief
Financial Officer of Gazit-Globe.
	 
	 	 	 	 
	1.1.106.

	 	“Non-Listed Subsidiaries”
	 	means those Subsidiaries of
Gazit-Globe that are not Listed
Subsidiaries.
	 
	 	 	 	 
	1.1.107.

	 	“Non-U.S. Bank”
	 	as defined in clause 16.5 below.






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[*] = 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.


	 	 	 	 	 

	1.1.108.

	 	“Note”
	 	means a single master promissory
note of the Company,
substantially in the form of
Schedule A hereto, evidencing the
obligation of the Company to
repay all unpaid principal of,
and accrued interest on, all
Advances made to the Company
pursuant to this Agreement.
	 
	 	 	 	 
	1.1.109.

	 	“Obligors”
	 	means the Company, each Guarantor
and any other Person party, as
pledgor, pursuant to any Security
Document to be entered into in
accordance with clause 15.18
below and “Obligor” shall mean
any of them.
	 
	 	 	 	 
	1.1.110.

	 	“Organizational
Documents”
	 	means the by-laws and/or other
organizational documents of any
Person (other than a natural
person) including, without
limitation, with respect to EOI,
its Articles of Amendment and
Restatement dated April 22, 2002,
as amended to the date of the
Amending Agreement and, without
derogating from the terms and
conditions hereof, as may be
further amended from time to
time.
	 
	 	 	 	 
	1.1.111.

	 	“Other Collateral”
	 	means any additional collateral
pledged in favor of the Bank
(other than EOI Common Shares
pledged in favor of the Bank or
the Collateral Agent) pursuant to
clause 9.13 below or, without
duplication, pursuant to
paragraph (c) of the definition
of “Margin”.
	 
	 	 	 	 
	1.1.112.

	 	“Other Collateral
Margin Value”
	 	means the value of any Other
Collateral pledged in favor of
the Bank pursuant to clause 9.13
below or, without duplication,
pursuant to paragraph (c) of the
definition of “Margin” and/or
paragraph (a)(iii) of the
definition of “Stop Loss Limit”
and/or, if applicable, any other
provision of any Finance
Document, determined, in each of
the foregoing cases, by the Bank
in accordance with the Bank’s
method of valuing such other
collateral for margin purposes.
For the avoidance of doubt,
neither any amount standing to
the credit of the Reserve Account
(as such term is defined in
clause 9.18.1 below) nor any
Gazit America Pledged Shares
shall be deemed to form part of
the “Other Collateral Margin
Value”.
	 
	 	 	 	 
	1.1.113.

	 	“Other Credit”
	 	means any loan, advance,
extension of credit or
accommodation, other than the
Credit: (a) made by the Bank
and/or any other member of the
Bank Leumi Group to, or for the
benefit of, the Company that is
now outstanding; and/or (b) now,
or hereafter, committed, made or
granted by the Bank to the
Company. For the avoidance of
doubt: (i) any loan or advance
made by the Bank pursuant to a
syndicated loan agreement
(“syndicated loan agreement”)
entered into after the date of
this Agreement in respect of
which the Bank and/or any






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[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	other member of the Bank Leumi Group is, from the
date any such loan or advance is advanced, one of a
number of lenders (not being a member of the Bank
Leumi Group) providing such loan or advance to the
Company under such syndicated loan agreement, shall
not constitute “Other Credit”, provided that any
such syndicated loan agreement does not represent,
directly or indirectly, the refinancing of any
Indebtedness of the Company to the Bank which had
not originally been advanced pursuant to a
syndicated loan agreement; and (ii) Indebtedness to
the Bank and/or any other member of the Bank Leumi
Group under a derivative transaction shall not
constitute and form part of the “Other Credit”,
unless a default (or its equivalent) has occurred
thereunder, in which case all Indebtedness, credit
and other accommodation given thereunder shall
constitute part of the “Other Credit”.
	 
	 	 	 	 	 	 
	1.1.114.	 	“Ownership Limits
Waiver Agreement”	 	means an agreement set out in a
letter dated May 23, 2010 from
Gazit-Globe addressed to EOI
relating to Ownership Limit Waivers,
duly executed by Gazit-Globe, MGN
USA, Gazit 1995, MGN America, Silver
Maple (2001) Inc., Ficus Inc. and
EOI.
	 
	 	 	 	 	 	 
	1.1.115.	 	“Participant”	 	as defined in clause 16.1 below.
	 
	 	 	 	 	 	 
	1.1.116.	 	“Permitted Encumbrance”	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)
	 	where the term is used in “EOI Net Debt”,
“Gazit America Net Debt” and “Gazit America
Adjusted NAV”, cash, cash equivalents or
treasury securities deposited in any bank or
deposit account, those Encumbrances set out in
paragraph (c) of clause 1.1.42 above created in
favor of the financial institution in which the
relevant asset (be it cash, cash equivalents,
cash deposits or treasury securities) are
deposited, to the extent such Encumbrances
merely consist of the right of set-off,
banker’s lien or similar such right contained
in the terms of opening and maintaining such
account with such financial institution or
arising pursuant to Applicable Law, provided
that neither the terms of such accounts nor the
Encumbrances restrict or impair, in any way,
the free withdrawal, sale, transfer or trading
of such relevant asset (unless there has been a
default under such terms, in which event any
such Encumbrance shall cease to be a Permitted
Encumbrance); or






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[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	(b)
	 	where the term is used with respect to
Collateral, those Encumbrances created in favor
of the Securities Intermediary under the
Securities Account Control Agreements over
those Pledged Shares and other financial assets
(and not over any other part of the Collateral)
credited to the Securities Accounts, to the
extent such Encumbrances only secure the
payment of any fees or commissions due to the
Securities Intermediary under the terms of the
relevant Security Account Control Agreement.
	 
	 	 	 	 	 	 
	1.1.117.	 	“Permitted Indebtedness”	 	means (1) Indebtedness of the
Company or MGN America: (a) to BLL,
the Bank or the Collateral Agent
under the Loan Documents and the
BLL Loan Documents; (b) to a
Subordinated Lender under
Subordinated Shareholder Loans made
to the Company or MGN America; and
(c) on account of legal, accounting
or other professional costs not
exceeding, in the aggregate, for
both the Company and MGN America
for any calendar year, USD
1,000,000; (2) Indebtedness of MGN
America to pay commission to MSSB
(as such term is defined in the
MSSB Stock Purchase Plan) pursuant
to Section A3 thereof or to any
other agent, pursuant to a Stock
Purchase Plan, for the purchase of
EOI Common Shares; and (3)
Indebtedness of the Company to pay
commission to any agent, pursuant
to the provisions of a Stock
Purchase Plan, for the purchase of
EOI Common Shares.
	 
	 	 	 	 	 	 
	1.1.118.	 	“Person”	 	means an individual, corporation,
estate, partnership, trust, joint
venture, other legal entity,
unincorporated association or
Governmental Body.
	 
	 	 	 	 	 	 
	1.1.119.	 	“Plan”	 	means any employee benefit plan
that is subject to ERISA.
	 
	 	 	 	 	 	 
	1.1.120.	 	“Pledge Agreements”	 	means all the Pledge Agreements
referred to in clause 7.1.2 below
and any other pledge agreements to
be entered into pursuant to the
terms hereof (including, without
limitation, any security interest
to be created in favor of the
Collateral Agent for the benefit of
the Bank and BLL in accordance with
the provisions of this Agreement)
or pursuant to the terms of such
Pledge Agreements.
	 
	 	 	 	 	 	 
	1.1.121.	 	“Pledged Rights
Offer Shares”	 	means EOI Pledged Shares issued to
the Company or MGN America by EOI
after the Closing Date which: (a)
were purchased for cash by the
Company or MGN America pursuant to
a bona fide rights offer; and (b)
do not constitute additional
collateral pursuant to, and in
accordance with, clause 9.13 below.






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[*] = 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.


	 	 	 	 	 

	1.1.122.

	 	“Pledged Shares”
	 	means the Gazit America Pledged
Shares and the EOI Pledged Shares.
	 
	 	 	 	 
	1.1.123.

	 	“Promote”
	 	means, in respect of any period,
any revenue of EOI for such period
attributable to “promotion”,
“promote”, “incentives”, “enhanced
profit share” or any bonus,
enhanced revenue or profit share
from: (a) any entity in which EOI
holds, directly or indirectly, any
of its Means of Control; (b) any
entity in respect of which EOI or
any of its affiliates provides any
management services where the
revenues from such entity are
greater than EOI’s equity share in
such entity; or (c) any entity in
respect of which neither EOI nor
any of its affiliates have any
equity share, to the extent such
revenues do not constitute payment
for management and leasing
services. For the avoidance of
doubt, “one off” bonuses, revenues,
profit shares or any other similar
payments not paid on a regular
basis shall not constitute
“Promote”. The amount of any
Promote taken into account in the
calculation of EBITDA or Net
Operating Income for any period
shall be clearly detailed and
broken down, to the Bank’s
reasonable satisfaction, in the
Compliance Certificate for such
period to the extent reflected in
the applicable EOI’s Financial
Statements (including, for the
avoidance of doubt, any notes
thereto).
	 
	 	 	 	 
	1.1.124.

	 	“Quarter”
	 	means a calendar quarter (January
1—March 31; April 1—June 30; July
1—September 30; and October
1—December 31).
	 
	 	 	 	 
	1.1.125.

	 	“Reference Rate”
	 	means the rate of interest
designated by the Bank, and in
effect from time to time, as the
Bank’s “Reference Rate” on a
particular day for commercial
loans; such rate is not necessarily
intended to be the lowest rate of
interest charged by the Bank in
connection with loans and other
extensions of credit. Each change
in the Reference Rate shall be
effective on the date such change
is determined by the Bank.
	 
	 	 	 	 
	1.1.126.

	 	“Registration
Rights Agreement”
	 	means that certain Registration
Rights Agreement dated as of
October 28, 2002, among EOI, Silver
Maple (2001), Inc., AH Investments
US, L.P., MGN USA and MGN America
(as successor-in-interest to
certain rights of MGN USA
thereunder pursuant to an
assignment from MGN USA to MGN
America dated February 11, 2003).
	 
	 	 	 	 
	1.1.127.

	 	“Relevant
Financial Statement”
	 	means any financial statement of Gazit-Globe, Gazit America
or EOI (including, without limitation, any EOI’s Financial Statements,
Supplemental
Information Package, Adjusted EOI Financial 






35









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	Statements, Gazit America Financial Statements and
Non-consolidated Expanded Financial Statements of
Gazit-Globe).
	 
	 	 	 	 
	1.1.128.

	 	“Relevant Quarter”
	 	means any Quarter commencing from
the last Quarter immediately
preceding the Closing Date.
	 
	 	 	 	 
	1.1.129.

	 	“Request for
Disbursement”
	 	as defined in clause 2.2 below.
	 
	 	 	 	 
	1.1.130.

	 	“Revolving Credit Period”
	 	means the period from and
including the date of this
Agreement to but excluding the
Maturity Date.
	 
	 	 	 	 
	1.1.131.

	 	“Secured Obligations”
	 	means (a) the Company Secured
Obligations; and/or (b) all
obligations, liabilities and
Indebtedness of Gazit-Globe
under or in connection with
the BLL Loan Documents and/or
Other Credit (as such term is
defined, for this purpose, in the
Additional Conditions) and/or (c)
all other obligations, liabilities
and Indebtedness of each Obligor
under the Security Documents to
which any of them is a party, now
or hereafter owing to the Bank
and/or BLL contingent or
otherwise, unlimited in amount,
plus all related interest,
exchange rate differentials,
linkage differentials,
commissions, charges and/or
expenses of any kind whatsoever,
including without limitation
enforcement costs.
	 
	 	 	 	 
	1.1.132.

	 	“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, voting
securities or other ownership
interests in that entity; (e)
membership and equity interests in
any limited liability company
incorporated in any state of the
United States of America; and (f)
deposit receipts or certificates
representing, directly or
indirectly, any of the foregoing.
	 
	 	 	 	 
	1.1.133.

	 	“Securities Account
Control Agreements”
	 	means the Securities Account
Control Agreements dated on or
about the Closing Date, by and
among






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[*] = 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.


	 	 	 	 	 

	 

	 	 	 	the Company and the LTV Guarantors, the Collateral
Agent and the Securities Intermediary.
	 
	 	 	 	 
	1.1.134.

	 	“Securities Accounts”
	 	as defined in clause 7.3 below.
	 
	 	 	 	 
	1.1.135.

	 	“Securities Intermediary”
	 	as defined in clause 7.3 below.
	 
	 	 	 	 
	1.1.136.

	 	“Security Documents”
	 	means the Guarantees (including,
without limitation, the
Gazit-Globe Guarantee), the Pledge
Agreements, the Irrevocable
Instructions, the Irrevocable
Proxies, the Company/MGN American
Subordination Agreement, the
Securities Account Control
Agreements, the Ownership Limits
Waivers Agreement and any other
document from time to time entered
into in favor of the Bank, BLL
and/or the Collateral Agent for
the purposes of securing any of
the Secured Obligations.
	 
	 	 	 	 
	1.1.137.

	 	“Shareholders’ Equity
of Gazit-Globe”
	 	means, for any period, the sum of
the book value of the
shareholders’ equity of
Gazit-Globe as at the last day of
such period (without taking into
account any minority interests) as
at the last day of such period, as
appearing in Gazit-Globe’s annual
audited or quarterly reviewed, as
the case may be, consolidated
financial statements of
Gazit-Globe to be delivered to the
Bank pursuant to clauses 15.8.1
and 15.8.2 below.
	 
	 	 	 	 
	1.1.138.

	 	“Special Participant”
	 	means any Participant which is BLL
or any other member of the Bank
Leumi Group (excluding, for the
avoidance of doubt, the Bank).
	 
	 	 	 	 
	1.1.139.

	 	“Standard
Form Documents”
	 	means the Bank’s International
Financial Services Arrangements,
International Financial Services
Arrangements Addendum, Requests
for Disbursement, Corporate
Resolution Certification (FRM CRC
7-03), International Customer
Account Application and Agreement
Corporate Account Application (not
for Personal) (INT’l Corporate
Account Application (May 08)),
Limited Liability Company
Certificate and Authorization
(Form No. 1306 (4/06), Account
Application, IRS Form W-8
Certificate of Foreign Status of
Beneficial Owner for United States
Tax Withholding, IRS Form wW-9
Request for Taxpayer
Identification Number and
Certification, Generic Form of
Corporate Resolutions for Signing
Authority for Banking Transaction,
Customer Signature Card,
Information Sheet (For Business
Accounts Only), Amendments
(Account Terms and International
Financial Services Arrangements
Relating to Check Encashment and
Remotely Created Checks), the
Bank’s Privacy Commitment to Our
Customers (Privacy Policy), Funds
Availability Disclosure Statement
(New York) (Form 1215 (R4/09)),
Bank Leumi USA — Israeli






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[*] = 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.


	 	 	 	 	 	 	 

	 	 	 	 	Desk (Fee Schedule), Important
Information about Procedures for Opening a New
Account, New Account Documentation Checklist, and
any other standard document, note or agreement to be
signed by the Company or any LTV Guarantor in
connection with, or relating to: (a) the Credit; (b)
the establishment, maintenance or operation of any
bank or deposit account (including the Loan Account)
opened or to be opened by the Company or any LTV
Guarantor with the Bank in connection with the
Credit; or (c) the establishment, maintenance or
operation of the Securities Accounts opened or to be
opened by the Company and each LTV Guarantor with
the Securities Intermediary in connection with the
Credit. For the avoidance of doubt, no Finance
Document or Loan Document shall be a Standard Form
Document.
	 
	 	 	 	 	 	 
	1.1.139A	 	“Stock Purchase Plan”	 	shall have the meaning ascribed to such term in clause 15.13.5 below.
	 
	 	 	 	 	 	 
	1.1.140.	 	“Stop Loss Limit”	 	means, on any Trading Day, the lower of:
	 
	 	 	 	 	 	 
	 

	 	 	 	(a)

	 	an amount equal to the sum of:

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)    35% (thirty-five percent) of the Market
Value of the EOI Pledged Shares on such
Trading Day;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)   the sum of: (1) 35% (thirty percent) of
A; and (2) 70% (seventy percent) of B, on
such Trading Day, where:

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	A   =  the product of the number of EOI Pledged Shares constituting
EOI Common Shares (disregarding, for this purpose, any
Pledged Rights Offer Shares) multiplied by the NAV Per EOI
Share on such Trading Day;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	B   =   the lower of C and D;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	C   =   the product of the number of Gazit America Pledged Shares
(taking only into account, for this purpose, those Gazit
America Pledged Shares that are common shares) multiplied by
the Adjusted NAV Per Gazit America Share on such Trading Day;
and







38









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	D   =   15% (fifteen percent) of the sum of A and C on such Trading
Day;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	        and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(iii)   the Other Collateral Margin Value on such
Trading Day;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	and

	 
	 	 	 	 	 	 
	 

	 	 	 	(b)

	 	an amount equal to the sum of:

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(i)   85% (eighty-five percent) of the Market
Value of the EOI Pledged Shares on such
Trading Day; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(ii)   the Other Collateral Margin Value on such
Trading Day.

	 
	 	 	 	 	 	 
	1.1.141.	 	“Subordinated”	 	means fully subordinated as to
principal, interest, fees and other
amounts and as to any security
interest such that no payments to the
subordinate creditor may be made or
accepted except as provided for in any
agreement evidencing such
subordination to which the Bank is a
party and no actions may be taken by
the subordinate creditor to enforce
its security until the Total Unpaid
Outstandings have been fully repaid
and cancelled.
	 
	 	 	 	 	 	 
	1.1.142.	 	“Subordinated Lender”	 	means: (a) with respect to the Company
or MGN America, Gazit-Globe or any
Non-Listed Subsidiary (directly or
indirectly, wholly-owned by
Gazit-Globe), in its capacity as the
provider of, or if applicable, the
assignee of the benefit of, any
Subordinated Shareholder Loans to the
Company or MGN America; and (b) with
respect to any Guarantor Shareholder,
Gazit-Globe or any of its affiliates,
in its capacity as the provider of, or
if applicable, the assignee of the
benefit of, any Subordinated
Shareholder Loans to a Guarantor
Shareholder.
	 
	 	 	 	 	 	 
	1.1.143.

	 	“Subordinated	 	 	 	 
	 	 	Shareholder
Loan Agreement”	 	means a loan agreement made between
the Company or MGN America or a
Guarantor Shareholder and a
Subordinated Lender and/or a
promissory note made by the Company,
MGN America or a Guarantor Shareholder
in favor of a Subordinated Lender, in
either case, pursuant to which
unsecured subordinated shareholder
loans have been made available by a
Subordinated Lender to the Company or
MGN America or a Guarantor
Shareholder, as applicable, and which
otherwise conforms with the definition
of “Subordinated Shareholder Loans” in
this Agreement.






39









 




[*] = 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.


	 	 	 	 	 

	1.1.144.

	 	“Subordinated
Shareholder Loans”
	 	means Indebtedness as at the Closing
Date or incurred thereafter, of the
Company or MGN America or a Guarantor
Shareholder to a Subordinated Lender
in respect of unsecured subordinated
shareholder loans made available to
the Company or MGN America or a
Guarantor Shareholder pursuant to a
Subordinated Shareholder Loan
Agreement, subject to all of the
following conditions: (a) the
Indebtedness in respect of such
subordinated shareholder loans is
subordinated to the rights of the
Bank, BLL and the Collateral Agent
under the Loan Documents and the BLL
Loan Documents in all respects,
including with respect to payments of
principal and interest and all other
amounts payable to the Bank, BLL and
the Collateral Agent under the Loan
Documents and the BLL Loan Documents
(the foregoing not derogating from the
right, for so long as no Default has
occurred and is continuing, of the
Company or MGN America or the
Guarantor Shareholders, as applicable,
to repay principal and interest
thereon in accordance with the
provisions of the Company/MGN America
Subordination Agreement or the
Guarantor Shareholder Subordination
Agreement, as applicable) and shall
not be secured by any collateral
whatsoever, all in accordance with and
subject to the provisions of the
Company/MGN America Subordination
Agreement or the Guarantor Shareholder
Subordination Agreement, as
applicable; (b) no Person may provide
or have any interest in any
Subordinated Shareholder Loan other
than a Subordinated Lender; (c) the
Subordinated Lender is a party to the
Company/MGN America Subordination
Agreement (if and to the extent any
Indebtedness under the Subordinated
Shareholder Loan is incurred or owed
by the Company or MGN America), or the
Guarantor Shareholder Subordination
Agreement (if and to the extent any
Indebtedness under the Subordinated
Shareholder Loan is incurred or owed
by a Guarantor Shareholder) and, if
not a party thereto, shall, before
entering into or acquiring any
interest in any Subordinated
Shareholder Loan Agreement, accede to,
and become a party to, the Company/MGN
America Subordination Agreement or
Guarantor Shareholder Subordination
Agreement (as applicable) in
accordance with the provisions
thereof; (d) the Subordinated Lender
shall be party to a Guarantee or, if
such Subordinated Lender is not party
to a Guarantee, shall before entering
into or acquiring any interest in any
Subordinated Shareholder Loan
Agreement, enter into and deliver to
the Collateral Agent a guarantee, in
the same form, mutatis mutandis, as
the Guarantee entered into by Gazit
Maple and delivered to the Collateral






40









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	Agent or the Bank as a condition precedent under the
Amending Agreement (except that such guarantee of
such Subordinated Lender shall secure the Secured
Obligations instead of all present and future
Gazit-Globe Secured Solo Obligations and Gazit
Globe’s obligations under the Gazit-Globe
Guarantee); (e) the terms of each such subordinated
shareholder loan shall include provisions
prohibiting the creation of any Encumbrance over any
rights in and to any such loan (without derogating
from clause 15.14 below) other than Encumbrances in
favor of the Collateral Agent for the benefit of the
Bank and BLL in accordance with the terms of the
Security Documents to secure the repayment of the
Secured Obligations or shall bear a conspicuous
legend, in a form satisfactory to the Collateral
Agent, that states, amongst other things, that the
Indebtedness evidenced thereby is subordinated and
subject in right of payment to the prior payment in
full of the Secured Obligations and to the rights of
the Collateral Agent, the Bank and BLL under the
Loan Documents and the BLL Loan Documents (any such
legend the “Legended Restrictions”); (f) the terms
and conditions of any such subordinated shareholder
loan agreement shall provide, inter alia, that if a
Default has occurred and is continuing, no amount,
whether in respect of principal, interest or any
other amount, shall be payable by the Company, MGN
America or Guarantor Shareholder on account of such
Indebtedness or shall bear conspicuous Legended
Restrictions; (g) such subordinated shareholder loan
shall be given only pursuant to a subordinated
shareholder loan agreement that has first been
approved by the Bank, BLL and the Collateral Agent
(such approval not to be unreasonably withheld or
delayed) or shall bear conspicuous Legended
Restrictions; (h) the terms and conditions of any
such subordinated shareholder loan agreement shall
provide, inter alia, that in the event of any
default (howsoever described), no Subordinated
Lender or any other Person shall be entitled to take
any action against the Company or MGN America or
relevant Guarantor Shareholder, as applicable, prior
to the unconditional and irrevocable payment and
discharge in full of the Secured Obligations or
shall bear conspicuous Legended Restrictions; (i)
all rights of each Subordinated Lender in respect of
any subordinated shareholder loan made to the
Company or MGN America shall be first duly pledged
by a first priority perfected security interest in
favor of the Collateral Agent for the benefit of the
Bank and BLL in accordance with the terms of the
Security Documents to secure the repayment of the
Secured Obligations; and (j) to the extent required
pursuant to clause 15.19 below, all rights of each






41









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	Subordinated Lender in respect of any subordinated
shareholder loan to a Guarantor Shareholder shall be
first duly pledged by a first priority perfected
security interest in favor of the Collateral Agent
for the benefit of the Bank and BLL in accordance
with the terms of the Security Documents to secure
the repayment of the Secured Obligations.
	 
	 	 	 	 
	1.1.145.

	 	“Subsidiary”
	 	means, with respect to any Person at
any time, (a) any other Person the
accounts of which would be consolidated
with those of such first Person in its
consolidated financial statements as of
such time, or (b) any other Person (i)
that is, at such time, controlled by,
or (ii) the securities of which having
ordinary voting power to elect a
majority of the board of directors (or
other persons having similar
functions), or other ownership
interests of which ordinarily
constituting a majority voting
interest, are at such time, directly or
indirectly, owned or controlled by such
first Person, or by one or more of its
Subsidiaries, or by such first Person
and one or more of its Subsidiaries.
	 
	 	 	 	 
	1.1.146.

	 	“Supplemental
Information Package”
	 	means the unaudited quarterly
supplemental information package of EOI
and the unaudited annual supplemental
information package of EOI, if and as
filed with the US Securities and
Exchange Commission, containing a
summary of EOI’s financial results and
ratios for the period covered by such
supplemental information package.
	 
	 	 	 	 
	1.1.147.

	 	“Total Unpaid
Outstandings”
	 	means, at any time, the sum in USD of
the aggregate amount of: (a) the Unpaid
Balance of the Credit at such time; and
(b) the Unpaid Balance of the Credit
(as such term is defined in the
Additional Conditions). For the
purposes of the foregoing, if any of
the foregoing is denominated in a
currency other than USD, there shall be
calculated the equivalent thereof in
USD at such time.
	 
	 	 	 	 
	1.1.148.

	 	“Trading Day”
	 	means a trading day on the New York
Stock Exchange.
	 
	 	 	 	 
	1.1.149.

	 	“Transferee”
	 	means any Participant or any assignee
of the interests of the Bank under this
Agreement or any other Loan Documents.
	 
	 	 	 	 
	1.1.150.

	 	“Unpaid Balance
of the Credit”
	 	means, at any time, the aggregate
amount due to the Bank in respect of
the Credit by way of principal,
interest, fees, bank charges,
reasonable legal fees and/or expenses
of any kind whatsoever which have
accrued to such date, whether or not
they have been debited to the Loan
Account.
	 
	 	 	 	 






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[*] = 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.


	 	 	 	 	 

	1.1.151.

	 	“Unpaid Balance of the Other Credit”	 	means, at any time, the aggregate
amount due to the Bank in respect of
the Other Credit by way of principal,
interest, fees, bank charges,
reasonable legal fees and/or expenses
of any kind whatsoever which have
accrued to such date, whether or not
they have been debited to any account
of the Company. Notwithstanding the
foregoing, no amount due to the Bank in
respect of a derivative transaction
referred to in paragraph (f) of the
definition of “Financial Indebtedness”,
entered into by the Company with the
Bank, shall be considered as forming
part of the Unpaid Balance of the Other
Credit, unless a default (or its
equivalent) has occurred thereunder, in
which case such Financial Indebtedness
shall form part of the Unpaid Balance
of the Other Credit. For the purposes
of the foregoing, if any of the
foregoing is denominated in a currency
other than USD, there shall be
calculated the equivalent thereof in
USD at such time.
	 
	 	 	 	 
	1.1.152.

	 	“Voting Agreements”
	 	means the following agreements: (a)
Stockholders Agreement dated January 9,
2011, by and among MGN USA, Gazit 1995,
MGN America, Alony Hetz Properties and
Investments, Ltd., A.H. Investments US
L.P., A.H. Holdings US Inc. and
Gazit-Globe; (b) Liberty Equityholders’
Agreement; and (c) Stockholders
Agreement dated as of May 23, 2010, by
and among Gazit-Globe, the Guarantor
Shareholders, Gazit America, MGN
America, Silver Maple Inc. and Ficus
Inc.







	1.2.	 	Without derogating from the following paragraphs, all accounting expressions which are not
otherwise defined herein shall be construed in accordance with GAAP.
	 
	1.3.	 	The terms, “EBITDA”, “EBITDA Adjustment Amount”, “EOI Total Debt”, “Financial Indebtedness”,
“total revenues of EOI”, “EOI Net Debt”, “Net Operating Income” and all items used in
calculation of such terms shall be determined, for any period, from (and, in respect of items
described in paragraph (g) of the definition of “Financial Indebtedness” and relating to EOI,
only to the extent disclosed in or set out in) the quarterly unaudited EOI’s Financial
Statements or, where such period ends on a Financial Year end, from the audited EOI’s
Financial Statements for such period and, in each case, delivered to the Bank pursuant to this
Agreement.
	 
	1.4.	 	The terms “EOI Real Estate Assets”, “EOI Total Shareholders’ Equity” and all other items used
in calculation of such terms shall be determined, for any period or date, from the Adjusted
EOI Financial Statements for such period, or period ending on such date, and delivered to the
Bank pursuant to this Agreement or, without derogating from clauses 9.1 and 15.8 below, to the
extent not included in any such Adjusted EOI Financial Statements, determined for any
quarterly period or period ending on such date, from the unaudited EOI’s Financial Statements
for such period or period ending on such date, or, where such period or period ending on such
date ends on a Financial Year end, from the audited EOI’s Financial Statements for such period
or period ending on such date and, in each case, delivered to the Bank pursuant to this
Agreement.
	 
	1.5.	 	The terms “Gazit America Real Estate Assets”, “Excluded Gazit America Financial
Indebtedness”, “Excluded Gazit America Real Estate Assets”, “Gazit America Adjusted




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[*] = 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.


	 	 	NAV” and
“Gazit America Net Debt” and all other items used in the calculation of such terms shall be
determined, for any period, quarter, Financial Year or date, from (and, in respect of items
described in paragraph (g) of the definition of “Financial Indebtedness” and relating to Gazit
America, only to the extent disclosed in or set out in) the Gazit America Financial Statements
for such period, quarter, Financial Year or date ending on such date and delivered to the Bank
pursuant to this Agreement.
	 
	1.6.	 	The reconciliation of any of EOI’s Financial Statements to IFRS as required under this
Agreement shall, unless the Company and the Bank agree otherwise, be presented in the format
as set forth in Schedule B1 to this Agreement. The computation of the financial
ratios set out in clause 9.12, clause 9.13, clauses 9.18 to 9.21 (inclusive) and clause 9.23
below and, to the extent applicable, of other amounts and ratios shall, unless the Company and
the Bank agree otherwise, be presented in the format as set forth in Schedule B2 to
this Agreement.
	 
	1.7.	 	If any of the above terms or items and/or any other defined accounting terms (or items taken
into account in the determination thereof) used in this Agreement cannot be determined as
aforesaid or in the manner as set out in the definition of such terms, then, to the extent
such terms or items cannot be determined as aforesaid, without derogating from clause 9.1
below, the relevant term or item shall be determined from a certificate signed by the Chief
Financial Officer or Chief Executive Officer of the Gazit-Globe and delivered to the Bank
together with EOI’s Financial Statements or Adjusted EOI Financial Statements or the Gazit
America Financial Statements, as applicable, to be delivered to the Bank pursuant to clause
15.8 below.
	 
	1.8.	 	In this Agreement: (a) unless otherwise provided in this Agreement, any reference to any
document or agreement is a reference to such document or agreement as may be amended, varied,
supplemented or restated from time to time; (b) unless the context otherwise requires,
references to any New York or federal law term to any action, remedy, method or judicial or
other proceeding, legal document, legal status, court, official or any other legal concept or
thing shall, in respect of any jurisdiction other than New York and the United States, be
deemed to include that which in that jurisdiction most nearly approximates to the New York or
federal law term in question; (c) except where expressly provided to the contrary, references
to any law (including, without limitation, any statute or regulation) or statutory provision
shall be construed as references to such laws or statutory provisions as respectively amended,
consolidated, extended or re-enacted from time to time and shall include any orders,
regulations or other subordinate legislation made from time to time under the statute
concerned; (d) a Default (other than an Event of Default) is “continuing” if it has not been
remedied by, or on behalf of, the Company or waived in writing by the Bank and an Event of
Default is “continuing” if it has not been: (i) remedied (if capable of being remedied) by, or
on behalf of, the Company, to the Bank’s satisfaction in its sole discretion, prior to the
making of any declaration by the Bank pursuant to paragraphs (a), (b) or (c) following clause
9.26 below; or (ii) waived in writing by the Bank; and (e) any reference to a first priority
perfected security interest (or any similar phrase) in respect of any Gazit America Pledged
Shares or any other financial assets credited, in each case, to the Securities Account opened
by Gazit Maple shall be deemed to be followed by the following: “subject to any statutory
deemed trusts and liens arising by operation of applicable Canadian federal or provincial law
in respect of obligations not overdue”.
	 
	2.	 	Credit
	 
	2.1.	 	The Bank agrees, subject to fulfillment of the conditions precedent and other terms of this
Agreement, to make loans (each an “Advance” and collectively, the “Advances”) to the Company
from time to time during the Revolving Credit Period, provided that, the
aggregate principal amount of all Advances made by the Bank to the Company at any one
time outstanding hereunder shall not exceed in the aggregate the amount of the




44









 




[*] = 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.


	 	 	Commitment. Within the foregoing limits, the Company may use the Commitment by
borrowing under this clause 2.1, by repaying Advances pursuant to clause 5.1 hereof, by
prepaying Advances, in whole or in part pursuant to clause 5.2 hereof, and by
reborrowing under this clause 2.1 at any time during the Revolving Credit Period.
Notwithstanding the foregoing, the Company may, subject to there being no other Default
and subject to the other terms and conditions set forth in this Agreement, draw down on
the Credit if and to the extent permitted under clauses 9.14 and 9.18 below.
	 
	2.2.	 	If the Company wants an Advance from the Bank, the Company shall deliver to the Bank an
irrevocable written request for an Advance in the form set out in Schedule E attached
hereto (each a “Request for Disbursement”) not later than 10:00 a.m.(New York time), three (3)
Business Days prior to the requested borrowing date. Subject to the other terms and
conditions of this Agreement, not later than 3:00 p.m. (New York time) on the requested
borrowing date, unless otherwise agreed in writing by the Bank and the Company, the Bank will
disburse the proceeds of each Advance in Dollars to the Loan Account. Unless otherwise agreed
by the Bank, all borrowings shall be in an integral multiple of $1,000,000 and not less than
$10,000,000. There shall be no more than six (6) Advances outstanding at any time.
	 
	2.3.	 	All drawings of the Commitment must be made by the Company prior to the Maturity Date.
	 
	2.4.	 	The proceeds of the Advances shall be utilized by the Company in accordance with clause 15.21
below.
	 
	2.5.	 	All Advances made by the Bank to the Company under the Credit shall be evidenced by the Note.
	 
	2.6.	 	The Bank shall maintain on its books and records in accordance with its usual and customary
banking practices an account or accounts (including, without limitation, the Loan Account)
evidencing the indebtedness of the Company with respect to the Credit, including (a) the
amount of the Advances made hereunder, (b) the amount of any principal and interest due and
payable or to become due and payable from the Company to the Bank hereunder, and (c) the
amount of any sum received by the Bank hereunder from the Company. The entries recorded by
the Bank in its books and records shall, to the extent permitted by Applicable Law, be prima
facie evidence of the existence and amounts of the obligations of the Company therein
recorded; provided, however, the failure of the Bank to record any entry, or any error in any
record, shall not in any manner affect the obligation of the Company to repay (with applicable
interest) the Advances made to it by the Bank in accordance with the terms of this Agreement.
	 
	2.7.	 	The Company may at any time, or from time to time, if it gives the Bank not less than thirty
(30) days’ prior written notice, cancel the whole or any part of the Commitment; provided
that: (a) such notice specifies the date (the “Cancellation Date”) upon which such
cancellation is to be made and the amount of such cancellation or, if applicable, that the
entire Commitment is being cancelled; and (b) the amount of the Commitment may only be
cancelled (if cancelled in part) in an amount that is an integral multiple of USD 1,000,000
and not less than USD 10,000,000. Any notice of cancellation delivered by the Company
pursuant to this clause 2.7 shall be irrevocable, provided that a notice of the cancellation
of the whole of the Commitment delivered by the Company may state that such notice is
conditional upon the effectiveness of other credit facilities, in which case such notice may
be revoked by the Company by notice in writing to the Bank received by the Bank not less than
five (5) Business Days prior to the relevant Cancellation Date. The Company shall not be
entitled to borrow any
amount of the Commitment which has been cancelled. For the avoidance of doubt, in the
event of a cancellation of part of the Commitment under this clause 2.7 and the
aggregate




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[*] = 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.


	 	 	principal of all outstanding Advances on the Cancellation Date exceeds the
maximum amount of the Commitment (after taking into account such cancellation), then the
Company shall, on such Cancellation Date: (a) prepay such excess together with all
accrued but unpaid interest thereon; (b) pay any applicable Breakage Costs to the Bank;
and (c) otherwise comply with the provisions of clause 5.2 below. The provisions of
clause 5.1 below shall also apply in the event the Company cancels the whole of the
Commitment in accordance with this clause 2.7 and, in addition, the Company shall pay
any applicable Breakage Costs on the Cancellation Date.
	 
	3.	 	Interest
	 
	3.1.	 	Interest shall accrue on each Advance at a rate per annum equal to the sum of the Margin and
the Initial Interest.
	 
	3.2.	 	The interest on each Advance shall be paid by the Company in arrears on the last Business Day
of the Interest Period applicable thereto.
	 
	3.3.	 	If the Company fails to pay any amount payable by it under a Loan Document on its due date or
if no date has been fixed for payment of such amount, on the date of the Bank’s first demand
in respect of payment of such amount (the date any such amount was not paid on its due date or
on the date first demanded, as applicable, hereinafter the “Due Date”), interest shall accrue
on such overdue amount from its Due Date up to the date of actual payment at the following
default rate (the “Default Rate”). For the purposes of this clause 3.3:
	 
	3.3.1.	 	to the extent any such overdue amount consists of all or part of an Advance, the Default
Rate on such overdue amount is the percentage rate per annum equal to:
	 
	3.3.1.1.	 	the sum of [***]% ([***] percent) per annum, the Initial Interest for such Advance and the
Margin for such Advance during the period commencing on the Due Date of such Advance and
ending on the earlier of the date of payment by the Company of such amount and the date which
is three (3) months following the Due Date; and
	 
	3.3.1.2.	 	to the extent any such Advance remains unpaid for a period of more than three (3) months
after its Due Date, the percentage rate per annum equal to the sum of [***]% ([***] percent)
per annum, the Initial Interest for such Advance and the Margin for such Advance during any
period following the expiry of three (3) months from the Due Date of such Advance until the
date of actual payment;
	 
	 	 	and
	 
	3.3.2.	 	to the extent any such overdue amount is not an Advance, the Default Rate on such overdue
amount is the Default Rate which would have been payable if such overdue amount had, during
the period of non-payment, constituted an Advance in the currency of the overdue amount for
successive Interest Periods each of a duration of one (1) day.
	 
	 	 	Any Interest accruing under this clause 3.3 shall be immediately payable by the Company
on demand by the Bank.
	 
	 	 	In the event of the occurrence of an Event of Default (other than the Company’s failure
to pay an amount payable by it under a Loan Document, in which event the preceding
provisions of this clause 3.3 shall apply), interest shall accrue on each Advance, from
the date of such Event of Default, at the Default Rate as determined in accordance with




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[*] = 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.


	 	 	clause 3.3.1.1 above, save that all references to the “Due Date” shall be deemed to be
references to the date of the occurrence of any such Event of Default.
	 
	 	 	Interest at the Default Rate shall be compounded (added to the principal of the overdue
amount) at the end of the Interest Period applicable to that overdue amount (save where
such Interest Period is less than one (1) month, compounded each month after its Due
Date or deemed Due Date), but will remain immediately due and payable. Notwithstanding
the foregoing, if and to the extent Applicable Law prohibits the compounding of interest
as aforesaid, interest at the Default Rate shall be compounded at the end of such
minimum period as is permitted under Applicable Law or, if longer, monthly period.
	 
	 	 	Without derogating from the generality of the foregoing, the provisions of this clause
3.3 shall supersede and govern any provisions contained in any Loan Document requiring
the Company to pay interest at any “default rate”, “maximum interest”, “interest at the
maximum rate” or any other similar rate. 
	 
	 	 	For the avoidance of doubt, it is hereby expressly stated that the Bank’s right to
interest at the Default Rate pursuant to this clause 3.3 and the actual collection
thereof shall not in any way derogate from any other remedies or relief (excluding, for
the avoidance of doubt, the imposition of a higher interest rate) available to the Bank
under law or under any of the Loan Documents, including the Bank’s right to take (or to
continue to take) all or any steps as it deems fit in order to collect all sums owed by
the Company to the Bank, including, without limitation, to enforce or bring (or cause
the Collateral Agent to enforce or bring) any proceedings under the Security Documents
and/or to sell or to procure the sale of, all or any of the Collateral or Other
Collateral.
	 
	3.4.	 	Nothing contained in this clause 3 shall derogate from the Company’s obligations under clause
4 below.
	 
	3.5.	 	Computations of interest and fees shall be subject to the following:
	 
	3.5.1.	 	Interest and fees shall be calculated on the basis of a 360-day year for the actual days
elapsed.
	 
	3.5.2.	 	Each determination of LIBOR by the Bank pursuant to any provision or clause of this
Agreement shall be conclusive and binding on the Company in the absence of manifest error.
	 
	3.6.	 	Notwithstanding anything to the contrary contained in this clause 3, in no event shall the
Company be obligated to pay interest in excess of the maximum amount which is chargeable under
Applicable Law.
	 
	4.	 	Inability to Determine LIBOR
	 
	 	 	If and whenever the Bank or, in respect of clauses (a) and (c) below, any Special Participant
shall, in good faith, have determined (which determination shall be conclusive absent manifest
error): (a) at any time prior to the commencement of any Interest Period that the Bank or such
Special Participant is unable to obtain deposits on the London inter-bank market at the rate
of LIBOR for the applicable amount and Interest Period of any requested Advance, or (b) by
reason of changes affecting the relevant market due to circumstances beyond the Bank’s
control, adequate and reasonable means do not exist for ascertaining LIBOR for the applicable
amount and Interest Period with respect to any requested Advance, or (c) LIBOR will not
adequately and fairly reflect the cost to the Bank or such Special Participant of funding or
maintaining an Advance (or its participation therein) in the amount
and for the Interest Period applicable thereto, the Bank shall be entitled to give notice (a
“Determination Notice”) of such event to the Company (a Determination Notice to contain




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[*] = 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.


	 	 	particulars of the relevant circumstances giving rise to its issue) and, notwithstanding the
provisions of clause 1.1.82 above, and until such notice has been withdrawn by the Bank, which
withdrawal shall be given promptly by the Bank when such relevant circumstances giving rise to
the Notice of Determination are no longer applicable, (i) the Commitment of the Bank to make
Advances accruing interest at LIBOR shall be suspended, (ii) each new Advance shall bear
interest at the Reference Rate, plus the Fixed Addition, plus the Margin, and (iii) in the
event of a determination under subclause (c) of this clause 4 above, each outstanding Advance
shall bear interest at the Reference Rate, plus the Fixed Addition, plus the Margin for the
remainder of such Interest Period, and the Reference Rate shall be binding upon the Company
and take effect in accordance with its terms from the commencement, or, as applicable, for the
remainder of the relevant Interest Period, as applicable, unless the Company shall have
elected to prepay all such outstanding Advances pursuant to clause 5.2 below in respect of the
period from the date of the Determination Notice until the date of actual prepayment of the
Unpaid Balance of the Credit, together with any applicable Breakage Costs. Unless the Company
notifies the Bank at least two (2) Business Days before the date of any borrowing for which a
Request for Disbursement has previously been given that it elects under such circumstances not
to borrow on such date (it being understood that the Company will pay the Bank any applicable
Breakage Costs), such borrowing shall instead be made as an Advance accruing interest for each
day at the Reference Rate, plus the Fixed Addition, plus the Margin.
	 
	5.	 	Repayment of the Principal and Voluntary Prepayment
	 
	5.1.	 	The aggregate unpaid principal amount of each Advance (together with accrued interest thereon
and any amounts due to the Bank from the Company in respect of the Commitment, by way of fees,
commissions, bank charges and/or reasonable expenses of any kind whatsoever) shall be repaid
in full in one sum on the earliest of: (a) the last Business Day of the Interest Period
applicable thereto; (b) the Maturity Date; and (c) in the event a notice of cancellation of
the whole of the Commitment is given pursuant to clause 2.7 above (which notice has not, if
applicable, been revoked in accordance with the provisions thereof), the Cancellation Date (as
such term is defined in clause 2.7 above).
	 
	5.2.	 	The Company shall have the right at any time and from time to time to prepay all or any
portion of the unpaid principal amount of the Advances subject to the following conditions:
	 
	5.2.1.	 	the prepayment shall be at any time;
	 
	5.2.2.	 	the Company shall have delivered at least one (1) Business Day’s prior written notice to the
Bank (which notice must be received by the Bank prior to 10:00 a.m.( New York time) on the
date upon which such notice is due), specifying the date and principal amount of the Advances
to be prepaid, which notice shall be irrevocable;
	 
	5.2.3.	 	the Company shall pay to the Bank all accrued but unpaid interest on such unpaid principal
amount up to the date of such prepayment; and
	 
	5.2.4.	 	the Company shall pay Breakage Costs to the Bank.
	 
	5.3.	 	In the event that, at any time, the aggregate unpaid principal amount of all outstanding
Advances shall exceed the Commitment, then, without derogating from clause 5.2 above, the
Company shall immediately repay such excess.
	 
	5.4.	 	Any repayment or prepayment of the Advances shall be applied first, to any fees, costs and
expenses of the Bank then due and payable under the Loan Documents, second,




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[*] = 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.


	 	 	to accrued
interest to the date of such repayment or prepayment, and third, to outstanding principal.
	 
	5.5.	 	All payments hereunder shall be made without set-off, counterclaim or deduction pursuant to
clause 17.9 below and shall be made in lawful money of the United States in immediately
available funds by the Company to the Bank, on or prior to 2:00 p.m. (New York time), at its
offices at 564 5th Avenue, New York, New York, 10036, or at such other place as may be
designated by the Bank to the Company in writing. Any payment received after 2:00 p.m.(New
York time), shall be deemed received on the next Business Day. Except as otherwise provided
in the definition of “Interest Period” pursuant to clause 1.1.83 above, if any payment of
principal of or interest on the Advances or any other amount under this Agreement or any other
Loan Document falls due on a day that is not a Business Day, it shall be payable on the next
succeeding Business Day, and the resulting additional time shall be included in the
computation of interest and fees.
	 
	6.	 	Illegality and Mandatory Prepayment
	 
	6.1.	 	If any change in, or the introduction of, any Applicable Law, or any change in the
interpretation, administration or application of any Applicable Law by a final decision of any
competent court or other Governmental Body, or compliance by the Bank or any Special
Participant in an Advance 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
Applicable Law (including, without limitation, 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, impossible or illegal for the Bank to make available, fund or maintain the Credit or
any Advance thereunder or the Commitment, or for any Special Participant to acquire or
maintain a participating interest in any Advance, the Bank may, by notice to the Company,
declare that to the extent necessary to avoid any such illegality or breach of laws as
aforesaid, the Commitment 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 Company and the Bank 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 Applicable Laws as aforesaid, taking effect, the Company shall on such
date prepay to the Bank the Unpaid Balance of the Credit together with any applicable Breakage
Costs, and all other amounts payable by the Company to the Bank under the Loan Documents and
the Commitment shall be cancelled. For purposes of this clause 6.1 only, the term “Applicable
Law” when used in this clause 6.1 with respect to any Special Participant located in Israel
shall also have the same meaning ascribed to such term in the Additional Conditions.
	 
	6.2.	 	Notwithstanding the aforementioned, in the event that the Company is able to take steps (not
affecting or derogating from the provisions of the Loan Documents) so as to avoid any 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 Bank under the Loan Documents, the Bank shall cooperate with the Company to
allow such arrangement, all provided that nothing in this sentence shall obligate the parties
hereto to waive or amend any of its rights under the Loan Documents (or, for the avoidance of
doubt, under any other agreement to which the Bank or BLL is a party) other than, in the event
the Company has, to the Bank’s satisfaction, avoided any such illegality or breach of laws
prior to the date
immediately prior to the illegality or breach of laws as aforesaid taking place, the
Bank’s right to




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[*] = 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.


	 	 	demand immediate repayment of the Unpaid Balance of the Credit and to
cancel the Commitment pursuant to clause 6.1 above.
	 
	7.	 	Security and Undertakings
	 
	7.1.	 	Without prejudice to clause 8 below, the repayment of the Company Secured Obligations shall
be secured, inter alia, by the following security:
	 
	7.1.1.	 	New guarantees (including, without limitation, the guarantees executed by the Guarantors in
connection with, or as a condition precedent under, the Amending Agreement, any guarantee to
be executed by a Guarantor after the Closing Date pursuant to the provisions of any Finance
Document (including pursuant to clauses 1.1.144(d) and 15.18.1(d) hereof) and all
acknowledgements and/or re-affirmations in respect of any of the foregoing and in respect of
any other guarantees, whenever signed) signed and/or to be signed by the Guarantors in form
reasonably acceptable to the Collateral Agent (collectively, including, without limitation,
the Gazit-Globe Guarantee, the “Guarantees”) securing all present and future Secured
Obligations (or, in respect of the Guarantee by Gazit Maple, securing all present and future
Gazit-Globe Secured Solo Obligations and Gazit-Globe’s obligations under the Gazit-Globe
Guarantee) unlimited in amount.
	 
	7.1.2.	 	New pledge and security agreements (including, without limitation, the pledge and security
agreements executed by: (a) each Obligor, in connection with, or as a condition precedent
under, the Amending Agreement and all acknowledgements and/or re-affirmations in respect
thereof and in respect of any other pledges, whenever signed) signed and/or to be signed by
the Obligors in favor of the Collateral Agent; and (b) each: (i) pledge and security agreement
executed or to be executed by the Company and MGN America creating a first priority perfected
security interest in all the Company’s and MGN America’s respective personal property, whether
now existing or hereafter acquired, including, without limitation, the EOI Pledged Shares and
other financial assets credited to the Securities Accounts, the Securities Accounts, the other
collateral described therein and the proceeds of any of the foregoing; (ii) pledge and
security agreement executed or to be executed by the Guarantor Shareholders, creating a first
priority perfected security interest over the entire issued share capital of, and equity
interests in, the Company and MGN America, the Subordinated Shareholder Loans, the other
collateral described therein and the proceeds of any of the foregoing; (iii) pledge agreement
executed or to be executed by Gazit-Globe, creating a first priority perfected security
interest over the Subordinated Shareholder Loans, the other collateral described therein and
the proceeds thereof; (iv) pledge and security agreements executed or to be executed by each
Subordinated Lender providing or having any interest in any Subordinated Shareholder Loans to
the Company or MGN America, creating a first priority perfected security interest over such
Subordinated Shareholder Loans, the other collateral described therein and the proceeds
thereof; (v) pledge agreements executed or to be executed by each Subordinated Lender
providing or having any interest in any Subordinated Shareholder Loans to the Guarantor
Shareholders, to the extent required under clause 15.19 below, creating a first priority
perfected security interest over any such Subordinated Shareholder Loans, the other collateral
described therein and the proceeds thereof; (vi) pledge agreements executed or to be executed
by Gazit Maple or any other Person pursuant to clause 15.18 below, creating a first priority
perfected security interest in the Gazit America Pledged Shares and other financial assets
credited to Gazit Maple’s or to such other Person’s Securities Accounts, in form reasonably
acceptable to the Collateral Agent; and (vii) pledge agreement
executed or to be executed by Gazit-Globe, creating a first priority perfected




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[*] = 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.


	 	 	security interest over the Gazit-Globe Charged Account, (any and all such pledge
and/or security agreements referred to above in this clause 7.1.2, the “Pledge
Agreements”).
	 
	7.1.3.	 	New irrevocable instructions (including, without limitation, irrevocable instructions to be
executed by the Company and MGN America and acknowledged by EOI, in connection with, or as a
condition precedent under, the Amending Agreement and all acknowledgements and/or
re-affirmations in respect thereof) in form and substance reasonably satisfactory to BLL and
the Collateral Agent (the “Irrevocable Instructions”) pursuant to which, inter alia, the
Company and MGN America instruct EOI to pay any such dividends and/or cash with respect to the
Certificated EOI Pledged Shares into their respective Securities Accounts.
	 
	7.1.4.	 	All other Security Documents to be entered into from time to time for the purposes of
securing any of the Secured Obligations (including, without limitation, any Security Document
to be entered into pursuant to clauses 9.9, 9.13, 9.18, 15.13, 15.18, 15.19 and 15.20 below).
	 
	7.1.5.	 	Any pledge and security agreements signed and/or to be signed by Gazit-Globe and subject to
Israeli and/or such other law(s) as the Bank shall in its sole discretion require creating a
first priority perfected security interest in the Collateral and Other Collateral.
	 
	7.1.6.	 	The Pledge Agreements and the Encumbrances purported to be created thereby shall be duly
registered and filed in accordance with the laws of the jurisdiction of incorporation of the
Obligor party thereto, the laws of the jurisdiction of the location of the Collateral and, if
required by the Bank, the laws of Israel and/or otherwise as may reasonably be required in the
opinion of the Bank including, without limitation, all foreign filings, recordings,
registrations and other actions, including, without limitation, (a) in the case of MGN
America, the filing of a duly authorized financing statement on form UCC-1 in the Office of
the Delaware Secretary of State, (b) in the case of the Company, the filing of a duly
authorized financing statement on form UCC-1 in the Office of the Delaware Secretary of State;
(c) in the case of each Guarantor Shareholder, the filing of a duly authorized financing
statement on form UCC-1 in the Office of the Nevada Secretary of State; (d) in the case of
Gazit-Globe: (1) in respect of the Pledge Agreement, referred to in clause 1.2.24(c) of the
Amending Agreement, the filing of a duly authorized financing statement on form UCC-1 in the
Office of the Recorder of Deeds in the District of Columbia and the filing of the Pledge
Agreement together with a notarized translation thereof into the Hebrew language and notice,
in the prescribed form, regarding the creation of the Encumbrances thereunder, with the
Israeli Registrar of Companies; and (2) in respect of the pledge of the Gazit-Globe Charged
Account, the filing of a certified copy of such pledge together with a notice, in the
prescribed form, regarding the creation of the Encumbrances thereunder, with the Israeli
Registrar of Companies; and (e) in the case of Gazit Maple: (i) the filing of a duly
authorized financing statement on form UCC-1 in the Office of the Recorder of Deeds in the
District of Columbia; and (ii) the filing of a duly authorized financing statement, in an
electronic format approved by the Minister of Government Services for the Province of Ontario
in the Personal Property Security Registration System for the Province of Ontario in
accordance with the provisions of the Personal Property Security Act (Ontario), necessary or,
in the reasonable opinion of the Bank, desirable to perfect the liens and security interests
created by the Security Documents, shall have been effected in form and substance reasonably
satisfactory to it the Bank.






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[*] = 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.



	7.2.	 	The Collateral shall be free of any Encumbrances whatsoever except for the security
interest in favor of the Collateral Agent and Permitted Encumbrances.
	 
	7.3.	 	The Company undertakes that, and shall procure that, at all times: (a) all Pledged Shares are
deposited in, and credited as financial assets to, securities accounts established and
maintained by the Company and the LTV Guarantors in New York, New York, USA, with Leumi
Investment Services Inc. and cleared and carried by Pershing LLC (individually and
collectively, the “Securities Intermediary”), including all subaccounts and additional
accounts in connection therewith, which are now existing or hereafter arising, and all
replacement accounts for any of the foregoing (collectively, the “Securities Accounts”); and
(b) original stock certificates representing the Certificated EOI Pledged Shares together
with: (i) undated stock powers covering only the Certificated EOI Pledged Shares, duly
executed by the relevant pledgor thereof; and (ii) irrevocable voting proxies covering all
such Certificated EOI Pledged Shares duly executed by the relevant pledgor thereof in favor of
the Collateral Agent in form reasonably acceptable to the Collateral Agent (collectively, the
“Irrevocable Proxies”), are deposited with the Securities Intermediary for credit to the
respective Securities Accounts of the Company and MGN America, as the case may be pursuant to
the Securities Account Control Agreements of the Company and MGN America and/or deposited with
the Collateral Agent as the Collateral Agent may instruct for such purpose.
	 
	7.4.	 	The Company undertakes that, and shall procure that, at all times, the proceeds of the
Pledged Shares, including, without limitation, all cash dividends and/or other cash paid on,
or by reason of ownership of the Pledged Shares shall be deposited in, and credited as
financial assets to, the Securities Accounts maintained, from time to time, by the Company and
the LTV Guarantors with the Securities Intermediary or such other securities intermediary (or
to any deposit account established with the Bank as the Collateral Agent may notify the LTV
Guarantors), which accounts shall at all times be duly pledged and charged by way of
first-ranking fixed pledge and charge or first priority perfected security interest in favor
of the Collateral Agent and otherwise in a manner and on terms acceptable to the Collateral
Agent as security for the Secured Obligations.
	 
	7.5.	 	Except to the extent expressly permitted pursuant to clauses 7.6 and 7.7 below, the
Collateral may not be released without the written consent of the Collateral Agent until all
of the following have been undertaken: (a) the Secured Obligations have been unconditionally
and irrevocably paid and discharged in full; and (b) neither the Bank, under any Loan
Document, nor BLL, under any BLL Loan Document, is under any commitment, liability or
obligation (whether actual or contingent) to make any advances or provide any other financial
accommodation or banking services.
	 
	7.6.	 	The Bank shall, if requested to do so by the Company and/or MGN America in writing, cause the
Collateral Agent to deliver, within six (6) Business Days after the Bank and BLL have received
such request, instructions to the Securities Intermediary to release such of the EOI Pledged
Shares and/or Other Collateral pledged in favor of the Collateral Agent by the Company and/or
MGN America, as requested by the Company and, if relevant, MGN America, provided that all of
the following conditions shall be satisfied:
	 
	7.6.1.	 	such request should, in addition, be delivered to BLL;
	 
	7.6.2.	 	the request shall specify the Trading Day (not being less than five (5) Business Days after
the date such request is received by the Bank (or, if later, by BLL)) that is a Business Day
on which such EOI Pledged Shares or Other Collateral is
requested to be released (the foregoing without derogating from paragraph (c)
immediately following clause 7.6.7 of this clause 7.6 below);




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[*] = 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.


	7.6.3.	 	the Total Unpaid Outstandings on the Trading Day that such request is received by the Bank
(or if the date on which such request is received is not a Trading Day, the next Trading Day),
the Trading Day on which such EOI Pledged Shares are to be released pursuant to the Securities
Account Control Agreements (the foregoing, “Relevant Trading Days”) is not greater than the
Adjusted Margin Amount on each of such Trading Days (assuming, for this purpose, that none of
the EOI Pledged Shares are to be released). “Adjusted Margin Amount” shall, in this clause
7.6.3, have the same meaning as “Margined Amount” except that: (a) the references to 30%
(thirty percent) in paragraphs (a) and (b) of such definition shall be 25% (twenty-five
percent); and (b) the reference to 60% (sixty percent) in paragraph (b) of such definition
shall be 50% (fifty percent);
	 
	7.6.4.	 	the release of such EOI Pledged Shares or Other Collateral will not result in the Total
Unpaid Outstandings on the Trading Day such release is requested to be made being greater than
the Adjusted Margin Amount on such Trading Day (assuming, for this purpose, the release of the
EOI Pledged Shares requested to be released as aforesaid). “Adjusted Margin Amount” shall, in
this clause 7.6.4, have the same meaning as “Margined Amount” except that: (a) the references
to 30% (thirty percent) in paragraphs (a) and (b) of such definition shall be 27.5%
(twenty-seven point five percent); and (b) the reference to 60% (sixty percent) in paragraph
(b) of such definition shall be 55% (fifty-five percent);
	 
	7.6.5.	 	all conditions contained in the Additional Conditions in connection with any such release
shall have been satisfied;
	 
	7.6.6.	 	no Default has occurred and is continuing on any Relevant Trading Day unless such Default
has been waived in writing by the Bank and the terms of such waiver expressly permit the
release of the EOI Pledged Shares, the subject of such request; and
	 
	7.6.7.	 	no Default will occur as a result of the release of such EOI Pledged Shares and/or Other
Collateral.
	 
	 	 	Notwithstanding the foregoing:






	 	(a)	 	if any request given by the Company and/or MGN America under this
clause 7.6 is in respect of the release of EOI Pledged Shares that are Pledged
Rights Offer Shares, then the only conditions set forth in clauses 7.6.1 to 7.6.6
to apply in respect of the release of such Pledged Rights Offer Shares shall be
clauses 7.6.1, 7.6.2, 7.6.5, 7.6.6 and 7.6.7 above, such that all references, if
any, in such clauses to: (a) “EOI Pledged Shares” shall be deemed to be references
to the Pledged Rights Offer Shares requested to be released as aforesaid; and (b)
“Relevant Trading Day” shall be deemed to be the Trading Day on which such Pledged
Rights Offer Shares are to be released pursuant to the Securities Account Control
Agreements;
	 
	 	(b)	 	the provisions of this clause 7.6 shall not apply to any release of the
Gazit America Pledged Shares; and
	 
	 	(c)	 	the Company acknowledges that the release of any EOI Pledged Shares or
Pledged Rights Offer Shares requires: (i) the Collateral Agent receiving
instructions from BLL; and (ii) actions or approvals being undertaken or given by
third parties (including, without limitation, the Securities Intermediary, EOI’s
stock transfer agent and EOI) in order to effectuate any such release and that,
accordingly, the Bank shall not be deemed to be in breach or as having failed to
comply with the provisions of this clause 7.6 if the Collateral Agent obtains a




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[*] = 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.


	 	 	 	written release instruction from the Bank but fails to give any instructions to
release any EOI Pledged Shares or Pledged Rights Offer Shares requested to be
released as aforesaid due to BLL failing to give the Collateral Agent any such
instructions or if any act, omission or delay on the part of any such third party
may affect or delay the release of any such EOI Pledged Shares or Pledged Rights
Offer Shares (it being agreed that the Bank shall use reasonable efforts, at the
cost and expense of the Company and/or MGN America, to assist in such regard).






	7.7.	 	The Bank shall, if requested to do so by the Company, Gazit-Globe and the relevant LTV
Guarantor in writing cause the Collateral Agent to deliver within six (6) Business Days after
the Bank and BLL have received such request, instructions to the Securities Intermediary to
withdraw such amount of cash standing to the credit of the relevant LTV Guarantor’s Security
Account, as requested by the Company, Gazit-Globe and the relevant LTV Guarantor, as
aforesaid, provided that all of the following conditions shall be satisfied: (a) no Default
has occurred and is continuing; (b) no Default will occur as a result of the release of such
cash; (c) the conditions as set forth in clauses 7.6.1 and 7.6.2 above shall have been
satisfied in respect of any such requested withdrawal, such that all references in such
clauses to “EOI Pledged Shares” or “Other Collateral” shall be deemed references to any cash
requested to be withdrawn as aforesaid; and (d) all conditions contained in the Additional
Conditions in connection with any such withdrawal shall have been satisfied. For the
avoidance of doubt: (i) the Company and Gazit-Globe undertake to procure that no amount
standing to the credit of the Reserve Account (as such term is defined in clause 9.18 below)
may be withdrawn, except in accordance with the provisions of the said clause 9.18; (ii) the
Company and Gazit-Globe undertake to procure that no amount standing to the credit of the
Securities Accounts may be withdrawn, except in accordance with this clause 7.7; and (iii) the
Company and Gazit-Globe acknowledge that the release of cash from the Securities Accounts
requires, in addition: (1) the Collateral Agent receiving instructions from BLL and (2)
actions or approvals being undertaken or given by third parties (including, without
limitation, the Securities Intermediary) in order to effectuate any such withdrawal and that,
accordingly, if the Collateral Agent obtains a written release instruction from the Bank but
fails to give any instructions to release any cash from the Securities Accounts requested to
be released as aforesaid due to BLL failing to give the Collateral Agent any such instructions
or if any act, omission or delay on the part of any such third party may affect or delay the
withdrawal of any such cash (it being agreed that the Bank shall use reasonable efforts, at
the cost and expense of the Company, Gazit-Globe and/or the relevant LTV Guarantor, to assist
in such regard), the Bank shall not be deemed to be in breach or have failed to comply with
the provisions of this clause 7.7.
	 
	8.	 	Additional Security
	 
	 	 	The Company agrees that all security, guarantees and undertakings in respect of any Other
Credit (excluding, for the avoidance of doubt, the Security Documents) which have been given,
or will be given, to the Bank by the Obligors (except for security, guarantees and
undertakings which have been given, or will be given, to the Bank regarding derivative
transactions, unless a default (or its equivalent) has occurred thereunder, in which event
such security, guarantees and undertakings shall secure the full and punctual payment of all
Company Secured Obligations) shall, in addition, secure the full and punctual payment of all
Company Secured Obligations. The Company and Gazit-Globe shall sign, and Gazit-Globe shall
cause each other Obligor to sign, at the reasonable request of the Bank, such amendments of
existing and future security documents as may be required to give effect to the foregoing.
All security, guarantees and undertakings which have been given, or will be given, to, or in
favor of, the Bank or the Collateral Agent by any Obligor in respect of the
Credit shall secure the full and punctual payment of all amounts due and/or to be due or
liable to become due to the Bank from the Obligors under the Security Documents to which




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[*] = 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.


	 	 	any
Obligor is a party and all amounts due and/or to be due or liable to become due to BLL from
Gazit-Globe under the BLL Loan Documents.
	 
	9.	 	Events of Default
	 
	 	 	Each of the events set out below in this clause 9 shall constitute an Event of Default
(whether or not caused by any reason outside the control of the Company or of any other
Person). For the avoidance of doubt, each of the following events are independent and
separate Events of Default and shall not limit, or be limited by, reference to any other event
listed below or (without derogating from paragraph (c) of the recitals to this Agreement) any
other provision of any Loan Document (except that an event, circumstance or status
constituting an Event of Default under both clause 9.1 and another subclause of this clause 9
shall be deemed not to constitute an Event of Default under clause 9.1 but, instead, an Event
of Default under the other relevant subclause of this clause 9):
	 
	9.1.	 	The occurrence of any breach or failure by any Obligor to fulfill or comply with any
condition and/or undertaking and/or obligation contained in any Finance Document and/or any
Standard Form Document to which any Obligor is a party (including, without limitation, the
failure to pay any amount due under the Credit (including, without limitation, the unpaid
principal of, and accrued interest on, any Advance) on its due date and/or the failure to pay
any amount due under any Loan Document and/or any Standard Form Document on its due date
and/or the failure to deliver any of the following documents required to be delivered under
this Agreement: (a) any financial statements of any Person; (b) any of EOI’s Financial
Statements; (c) any Adjusted EOI Financial Statements; (d) any Gazit America Financial
Statements; (e) any Corresponding Financial Statements (as defined in clause 15.7 below); (f)
any Compliance Certificate; (g) any certificate of the Auditors (as referred to in clause
15.8.7 below); or (h) any other information or certificates to be delivered to the Bank in
accordance with clause 15.8 below, and/or the failure by EOI to comply with any provision or
instruction contained in the Irrevocable Instructions) and, if such breach or failure is
capable of being remedied within seven (7) Business Days (or, if a shorter period is specified
for cure of such breach or failure in any Finance Document, within such shorter period) after
the Bank has provided the Company written notice of such breach or failure, such breach or
failure has not been cured within seven (7) Business Days (or such shorter period) of the date
of such notice of breach or failure.
	 
	 	 	For the avoidance of doubt, in the event that a breach or failure by an Obligor to
fulfill any condition and/or undertaking and/or obligation contained in a Finance
Document and/or any Standard Form Document to which it is a party is incapable of being
remedied as aforesaid, an Event of Default shall be deemed to have occurred immediately
upon such breach or failure; provided that, in the event the Bank decides to declare the
Unpaid Balance of the Credit immediately due and payable as a result of the occurrence
of a breach or failure that is incapable of being remedied as aforesaid, then the Bank
shall give the Company seven (7) Business Days’ prior notice of the making of any such
declaration and, provided further that no such notice need be given by the Bank where:
(a) such delay, or the giving of such notice, jeopardizes, in the Bank’s reasonable
opinion, the Bank’s ability to recover all or part of the Unpaid Balance of the Credit;
or (b) such breach and/or failure materially impairs or is likely to materially impair,
in the Bank’s reasonable opinion, the ability of any Obligor: (i) to perform or comply
with any of its other undertakings under clause 15 of this Agreement and/or any of its
other undertakings under clause 15 of the Additional Conditions and/or any of its other
undertakings under any Security Documents; or (ii) to satisfy or comply with any
financial ratio set forth in clause 9.12, clauses 9.18 to 9.21 (inclusive) or clause
9.23 below, in which event the Bank, inter alia, may demand immediate
repayment of the Unpaid Balance of the Credit without having to give any prior notice to
the Company, as aforesaid, before making any such declaration.




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[*] = 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.


	9.2.	 	If any representation or warranty made or repeated by an Obligor in any Finance Document or
Standard Form Document (as such representations and warranties would read, solely for purpose
of this clause 9.2, without any qualifications as to materiality or Material Adverse Effect
included therein) is false, incorrect or misleading in any respect (when made or repeated) and
the implications or effect thereof has or is reasonably likely to result in a Material Adverse
Effect; provided that, if such false, incorrect or misleading representation or warranty is
capable of being remedied, such event shall only be an Event of Default under this clause 9.2,
if it is not remedied within seven (7) Business Days after receipt by the Company of notice
from the Bank requiring the same to be remedied (and, for the avoidance of doubt, if capable
of being remedied, as aforesaid, such event shall, until remedied, be a Default).
	 
	9.3.	 	If any statement, confirmation, or computation made in a Compliance Certificate (including,
without limitation, any other certificate delivered to the Bank pursuant to clause 15.8.7
below) delivered to the Bank or in any other certificate or reconciliation of any financial
statement delivered to the Bank under any Finance Document is found to have been false,
incorrect or misleading in any respect (when made or delivered) and the implication or effect
thereof is or reasonably likely to be, in the reasonable opinion of the Bank, material. For
the avoidance of doubt, and without derogating form the generality of the foregoing, any
false, incorrect or misleading statement, confirmation or computation in a Compliance
Certificate or any other certificate delivered to the Bank pursuant to clause 15.8.7 below
which, in the absence of any inaccuracy or the absence of the same being misleading, would
have computed, confirmed or stated the failure to achieve any of the financial ratios set
forth in clause 9.12, clause 9.13 (as at the date of its computation as set forth in any such
statement, confirmation or computation in a Compliance Certificate or any other certificate
delivered to the Bank pursuant to clause 15.8.7 below), clauses 9.18 to 9.21 (inclusive) or
clause 9.23 below, shall be deemed material.
	 
	9.4.	 	If at any time the EOI Common Shares are subject to a cease-trading order for seven (7)
consecutive Trading Days. Notwithstanding the foregoing, the occurrence of such cease-trading
order shall not be an Event of Default (but shall, for the avoidance of doubt, be a Default)
in the event any such cease-trading order also applies, at the same time, to all securities of
all other companies and all other entities whose securities are traded on the New York Stock
Exchange for a period of not more than ten (10) consecutive Trading Days, unless, in each of
the cases referred to in this clause 9.4, the Bank is of the reasonable opinion that such
cessation of trading: (a) jeopardizes the Bank’s ability to recover all or part of the Unpaid
Balance of the Credit; or (b) materially impairs or is likely to materially impair the ability
of any Obligor: (i) to perform or comply with any of its other undertakings under clause 15 of
this Agreement and/or any of its other undertakings under clause 15 of the Additional
Conditions and/or any of its other undertakings under any Security Documents; (ii) to satisfy
or comply with any financial ratio set forth in clause 9.12, clauses 9.18 to 9.21 (inclusive)
or clause 9.23 below, in which event such cessation of trading shall immediately constitute an
Event of Default entitling the Bank, inter alia, to demand immediate repayment of the Unpaid
Balance of the Credit.
	 
	9.5.	 	(a) If any of the terms set out in this Agreement and/or in any other Loan Document are not,
or shall cease to be, in full force and effect (except to the extent any of the foregoing
ceases to have force or effect in accordance with their express terms or except if the Bank
and the parties thereto agree in writing that they are no longer to remain in full force and
effect); (b) if any Security Document fails to provide effective first priority perfected
security in favor of the Collateral Agent, BLL and the Bank of the nature and over the assets,
which security is intended to be given by that Security
Document; or (c) if any action is taken in order to revoke, cancel, terminate, amend or
vary any exemption of the Company, its affiliates, the Bank, BLL, the Collateral Agent
or any third party purchaser of any Pledged Shares within the framework of the




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[*] = 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.


	 	 	realization or foreclosure of any Security Document, from the Aggregate Stock Ownership
Limit, Common Stock Ownership Limit and/or Excepted Holder Limit (including, without
limitation, the exemption granted by EOI under the Ownership Limits Waiver Agreement),
as such terms are respectively defined in EOI’s Organizational Documents (other than any
amendment or variation that does not in any way adversely affect the Ownership Limits
Waiver Agreement; provided that the Bank is given not less than seven (7) Business Days’
prior written notice of any such proposed amendment or variation). No Event of Default
under paragraph (a) or (b) of this clause 9.5 will occur if the relevant Default is
capable of remedy and has been remedied, to the reasonable satisfaction of the Bank,
within, in the case of paragraph (a) of this clause 9.5, seven (7) Business Days of the
date of such notice by the Bank of the event or status or, in the case of paragraph (b)
of this clause 9.5, within seven (7) Business Days after the Company or any Obligor
becomes aware of any such Default (whichever, for the purpose of paragraph (a) of this
clause 9.5, is the earlier).
	 
	9.6.	 	If any Obligor, Gazit America or EOI: (a) does not generally pay its debts as they become
due; (b) admits its inability to pay its debts generally; (c) makes a general assignment for
the benefit of creditors; or (d) commits an act of bankruptcy.
	 
	9.7.	 	If any proceedings are instituted by or against any Obligor, Gazit America or EOI seeking to
adjudicate it a bankrupt or insolvent or seeking liquidation, winding up, reorganization,
compromise, arrangement, adjustment, protection, relief or composition of it or of its debts
under any Applicable Law relating to bankruptcy, insolvency or reorganization or relief of
debtors or other similar matters or seeking the appointment of a receiver, manager, receiver
and manager, trustee, custodian or other similar official for it or for any substantial part
of its assets (“Bankruptcy Proceedings”), or any Obligor, Gazit America or EOI takes corporate
action to authorize any of the actions set forth above in this paragraph. Notwithstanding the
foregoing, the institution of Bankruptcy Proceedings against an Obligor, Gazit America or EOI
by a third party (not being, for the avoidance of doubt, any party to a Loan Document, BLL
Loan Document, an affiliate of the Company or any Person on behalf of any of the foregoing)
and provided no order granting the relief sought has been granted in respect thereof, shall
not constitute an Event of Default under this clause 9.7 unless: (a) ninety (90) days lapse
from the date of the commencement of institution of such proceedings (or in the case of
proceedings commenced against the Company or MGN America, thirty (30) days lapse from the date
of commencement of such proceedings); and (b) enforcement proceedings thereunder are not
stayed within ninety (90) days from the date of the commencement of institution of such
proceedings (or in the case of proceedings commenced against the Company or MGN America,
within thirty (30) days from the date of commencement of such proceedings). Notwithstanding
the foregoing, in the event such proceedings are in respect of an amount which, in the
reasonable opinion of the Bank: (A) jeopardize, at any time, the Bank’s ability to recover all
or part of the Unpaid Balance of the Credit; or (B) materially impair or are likely to
materially impair the ability of any Obligor to: (I) perform or comply with any of its other
undertakings under clause 15 of this Agreement and/or any of its other undertakings under
clause 15 of the Additional Conditions and/or any of its other undertakings under any Security
Document; or (II) satisfy or comply with any financial ratio set forth in clause 9.12, clauses
9.18 to 9.21 (inclusive) or clause 9.23 below, the occurrence of such event shall immediately
constitute an Event of Default entitling the Bank, inter alia, to demand immediate repayment
of the Unpaid Balance of the Credit. For the avoidance of doubt, it is hereby clarified that
the Company shall not be entitled to draw any Advances from the date that any such Bankruptcy
Proceedings shall be instituted.
	 
	9.8.	 	If a Change in Control in respect of the Company and/or any Guarantor and/or EOI and/or Gazit
America occurs, unless the Bank consents in writing to such Change in Control.




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[*] = 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.


	9.9.	 	If the Company, Gazit-Globe, EOI or MGN America passes a resolution regarding, or otherwise
approves or undertakes, a Reorganization or Merger (other than, in respect of EOI or
Gazit-Globe, a Permitted Reorganization or Merger) without obtaining the Bank’s prior written
consent thereto. “Reorganization or Merger” means: (a) a merger of a Person into any other
Person; (b) a spin-off (by way of dividend or other distribution of equity interests) by a
Person of the equity interests of its Subsidiary to the equityholders of such Person; or (c)
the sale, conveyance or other disposition (including by merger or consolidation, and whether
by operation of law or otherwise) of all or substantially all of a Person’s assets (including
the sale or other disposition of equity interests of any Subsidiary of such Person), in one
transaction or a series of related transactions. A “Permitted Reorganization or Merger” shall
mean (without derogating, for the avoidance of doubt, from any other provision of this
Agreement):
	 
	9.9.1.	 	in respect of EOI: (a) a merger in respect of which EOI is the surviving entity of such
Reorganization or Merger; or (b) a spin-off effected by the distribution to any of the holders
of EOI Common Shares of equity securities (“Spun-Off Shares”) in the spun-off entity (the “EOI
Spun-Off Entity”) provided that: (i) the Spun-Off Shares to be distributed in respect of the
EOI Pledged Shares (“Pledged Spun-Off Shares”) shall first be duly pledged by way of a first
priority perfected security interest in favor of the Collateral Agent under the Pledge
Agreements to secure the Secured Obligations; (ii) the Pledged Spun-Off Shares are common shares of the EOI Spun-Off entity duly admitted, as at the date of the distribution thereof,
for trading on the New York Stock Exchange (or any other national securities exchange
registered under the US Securities Exchange Act 1934) in the United States of America; and
(iii) such amendments or supplements are first made to this Agreement (and any other relevant
Finance Document or BLL Loan Document) in a form reasonably satisfactory to the parties
thereto pursuant to which all the provisions contained herein and therein to EOI and the EOI
Pledged Shares (including, without limitation, the provisions concerning Change in Control and
minimum holdings) shall also, in addition, apply, mutatis mutandis, to the EOI Spun-Off Entity
and the Pledged Spun-Off Shares; and
	 
	9.9.2.	 	in respect of Gazit-Globe: (a) a merger in respect of which Gazit-Globe is the surviving
entity of such Reorganization or Merger; or (b) a spin-off effected by the distribution to the
holders of ordinary shares in Gazit-Globe of equity securities (“Spun-Off Shares”) in the
spun-off entity (the “Gazit-Globe Spun-Off Entity”) provided that: (i) prior to any such
spin-off, Gazit-Globe shall deliver to the Bank pro forma financial statements of Gazit-Globe,
in a form reasonably satisfactory to the Bank, on the basis of the last set of financial
statements of Gazit-Globe and Non-consolidated Expanded Financial Statements of Gazit-Globe
published or delivered before the date of such spin-off (as if such spin-off took place on
such date) adjusted to disregard all assets and all liabilities of the Gazit-Globe Spun-Off
Entity (other than those liabilities which will remain liabilities of Gazit-Globe on or after
the date of any such spin-off), together with its computation of the Shareholders’ Equity of
Gazit-Globe and the financial ratios set out in clause 9.23 below on the basis of such pro
forma financial statements, duly certified by the Auditors, demonstrating that the
Shareholders’ Equity of Gazit-Globe is not less than [***] New Israel Shekels and the
compliance by Gazit-Globe of the financial ratios set forth in clause 9.23 below on the basis,
as aforesaid, of such pro forma financial statements; (ii) such Spun-Off Shares are ordinary shares (or its equivalent under Applicable Law) of the Gazit-Globe Spun-Off Entity which, on
the date of the distribution thereof, are
duly admitted for trading on the Tel-Aviv Stock Exchange (or any other foreign
stock exchange); and (iii) the aggregate market capitalization of all Gazit-Globe
Spun-Off Entities in respect of all spin-offs effected or to be effected since the
Closing Date shall not exceed, in the aggregate, [***]% ([***] percent) of the
market capitalization of Gazit-Globe. For this purpose, the market capitalization
of: (1) a Gazit-Globe




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	 	 	Spun-Off Entity, shall be calculated as of immediately
following the distribution of its Spun-Off Shares; and (2) Gazit-Globe, shall be
calculated as of immediately prior to such distribution or, if the amount of the
market capitalization of Gazit-Globe would be higher, the date immediately before
Gazit-Globe first announced any such spin-off; and market capitalization shall be
calculated by taking the closing price of ordinary shares in Gazit-Globe on the
Tel-Aviv Stock Exchange, or the closing price of the Spun-Off Shares in the
relevant Gazit-Globe Spun-Off Entity as quoted on the Tel-Aviv Stock Exchange or
relevant stock exchange, as applicable, and multiplying the same by the total
number of ordinary shares in Gazit-Globe, or the total number of Spun-Off Shares
in the relevant Gazit-Globe Spun-Off Entity, as applicable, admitted for trading
on the Tel-Aviv Stock Exchange or the relevant stock exchange, as applicable.






	9.10. 	(a)	 	 If at any time the shares of Gazit-Globe are subject to a cease-trading order for a
period of seven (7) consecutive days on which trading is conducted on the relevant stock
exchange other than for a cease-trading order for technical reasons relating solely to such
relevant stock exchange. Notwithstanding the foregoing, the occurrence of such cease-trading
order shall not be an Event of Default (but shall, for the avoidance of doubt, be a Default)
in the event any such cease-trading order also applies, at the same time, to all securities of
all other companies and all other entities whose securities are traded on the relevant stock
exchange for a period of not more than ten (10) consecutive trading days; or
	 
	 	(b)	 	if at any time the shares of Gazit America are subject to a
cease-trading order for a period of seven (7) consecutive days on which trading is
conducted on the relevant stock exchange other than for a cease-trading order for
technical reasons relating solely to such relevant stock exchange. Notwithstanding
the foregoing, the occurrence of such cease-trading order shall not be an Event of
Default (but shall, for the avoidance of doubt, be a Default) in the event any such
cease-trading order also applies, at the same time, to all securities of all other
companies and all other entities whose securities are traded on the relevant stock
exchange for a period of not more than ten (10) consecutive trading days.
Notwithstanding the foregoing, the occurrence of an Event of Default under this
clause 9.10(b) shall not be deemed to have occurred if shares of Gazit America
cease to be traded on such relevant stock exchange, where such cessation in trading
arises from the privatization (conversion from a public company to a private
company) of Gazit America, provided that the Company shall have first obtained the
Bank’s and BLL’s prior written consent to any such privatization (which consent, in
the case of the Bank, shall be given if the Bank is reasonably satisfied that such
privatization and its effects shall not be adverse to the interests of the Bank,
including, without limitation, none of the rights attaching to the Gazit America
Pledged Shares being adversely affected or diminished as a result of such proposed
privatization, it being agreed, subject to the foregoing that the privatization of
Gazit America (for example, the fact that the Gazit America Pledged Shares shall no
longer be publicly traded and that Gazit America will no longer be subject to
public disclosure requirements) shall not, in and of itself, be adverse to the
interests of the Bank or be deemed to adversely affect or diminish the rights
attaching to the Gazit America Pledged Shares) and that no Default will, or is
reasonably likely to, arise in connection with any such privatization.






	9.11.	 	If any one or more judgments or orders for the payment of money in an aggregate amount
exceeding USD 50 million or the USD equivalent thereof are rendered against Gazit-Globe or if
any one or more judgments or orders for the payment of money in an aggregate amount exceeding
USD 30 million or the USD equivalent thereof are rendered against any Guarantor Shareholder or
Gazit Maple or if any one or more judgments or orders for payment in an aggregate amount
exceeding USD 5 million or




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[*] = 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.


	 	 	the USD equivalent thereof are rendered against the Company or MGN
America or if any one or more judgments or orders for the payment of money in an aggregate
amount exceeding USD 75 million or the USD equivalent thereof are rendered against EOI or
Gazit America and any such judgment or order shall not be satisfied within the period set by
the relevant judgment, order or Applicable Law.
	 
	9.12.	 	If the Shareholders’ Equity of Gazit-Globe for any Relevant Quarter or any Financial Year is
less than [***] New Israeli Shekels, provided that an Event of Default under this clause 9.12
shall occur only after the expiry of fourteen (14) days after the date the relevant Compliance
Certificate certifying the amount of the Shareholders’ Equity of Gazit-Globe for such Relevant
Quarter or Financial Year has been delivered to the Bank. Notwithstanding the foregoing, in
the event the Shareholders’ Equity of Gazit-Globe, at any time, shall be less than [***] New
Israeli Shekels, as aforesaid, and the Bank, at any time prior to the fourteen (14) days
referred to in the preceding sentence of this clause 9.12, is of the reasonable opinion that:
(a) such delay jeopardizes the Bank’s ability to recover all or part of the Unpaid Balance of
the Credit; or (b) such Default materially impairs or is likely to materially impair the
ability of any Obligor to: (i) perform or comply with any of its other undertakings under
clause 15 of this Agreement and/or any of its other undertakings under clause 15 of the
Additional Conditions and/or any of its other undertakings under any Security Documents; or
(ii) to satisfy or comply with any financial ratio set forth in clauses 9.18 to 9.21
(inclusive) or clause 9.23 below, then such Default shall become, immediately, an Event of
Default entitling the Bank, inter alia, to demand immediate repayment of the Unpaid Balance of
the Credit.
	 
	9.13.	 	If on any Trading Day, the Total Unpaid Outstandings is [***] than the Stop Loss Limit and
within seven (7) Business Days thereafter the Company or Gazit-Globe fails to:
	 
	9.13.1.	 	provide (or Gazit-Globe fails to procure MGN America to provide) additional collateral
(from sources otherwise than from the Credit or, in respect of Gazit-Globe, under the BLL
Credit, as applicable) in form and substance satisfactory to the Bank and BLL, each acting in
good faith, which additional collateral shall be of sufficient value (for the avoidance of
doubt, Gazit America Shares shall not be acceptable collateral but additional EOI Common
Shares, including, for the further avoidance of doubt, Pledged Rights Offer Shares
(notwithstanding that such Pledged Rights Offer Shares also constitute EOI Pledged Shares),
shall be acceptable collateral provided that: (a) no other Default has occurred and is
continuing; (b) no Default will occur as a result of the provision of such additional
collateral (c) each of the Bank, BLL, every other member of the Bank Leumi Group, the
Collateral Agent, any nominee or custodian of the Bank and/or BLL and any third party
purchaser of such EOI Common Shares within the framework of the realization of a Security
Document is an “Excepted Holder” with no “Excepted Holder Limit” (as such terms are defined in
the Organizational Documents of EOI) or is otherwise exempted or waived from certain ownership
limits pursuant to the Ownership Limits Waiver Agreement in respect of such additional EOI
Common Shares and all other EOI Pledged Shares; and (d) any EOI Common Shares constituting
Pledged Rights Offer Shares that the Company or Gazit-Globe wishes to provide as additional
collateral, for the purposes of this clause 19.13.1, shall be provided by the Company,
Gazit-Globe, and/or MGN America irrevocably agreeing, in writing, in a form reasonably
acceptable to the Bank, that such Pledged Rights Offer Shares shall cease to be Pledged Rights
Offer Shares and shall only be treated as EOI Pledged Shares and, in such
event, from the date the Bank receives any such agreement, as aforesaid, such EOI
Common Shares shall be deemed to constitute, for the purposes of this Agreement,
EOI Pledged Shares only and not, in addition, Pledged Rights Offer Shares); and/or




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[*] = 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.


	9.13.2.	 	repay Advances and/or procure repayment of the BLL Advances, so that the Total Unpaid
Outstandings is less than the Margined Amount.
	 
	9.14.	 	If any one or more award, decision, judgment, ruling or any other kind of order is issued or
given for any execution, attachment, sequestration or similar judicial or other collection
process over all or some of the assets (other than any part of the Collateral) of Gazit-Globe,
Gazit Maple, Gazit America or any Guarantor Shareholder exceeding USD 50 million or the USD
equivalent thereof or, without derogating from clause 15.13 below, of the Company or MGN
America (other than the Pledged Shares or any other part of the Collateral) exceeding USD 5
million or the USD equivalent thereof or of EOI in an aggregate amount exceeding USD 100
million or the USD equivalent thereof, save where (but without derogating from clause 9.15
below) all of the following shall apply: (a) the relevant Obligor, Gazit America or EOI, as
applicable, is in good faith and on reasonable grounds contesting the execution, attachment,
sequestration or such similar process by appropriate legal proceedings pursued in good faith;
(b) such award, decision, judgment, ruling or any other kind of order, as aforesaid, is
cancelled or withdrawn not later than: (x) in respect of any such order issued or given by a
court in Israel, forty-five (45) days; or (y) in respect of any such order issued or given by
a court in the United States, Canada or any other jurisdiction, ninety (90) days, after the
issuance thereof; and (c) the ability of any Obligor to comply with any of its obligations
under the Loan Documents and the BLL Loan Documents to which, in each case, any Obligor is a
party will not, in the reasonable opinion of the Bank, be materially adversely affected whilst
any such proceedings are being so contested, as a result of such attachment. It is hereby
acknowledged that the institution of any proceedings relating to any such execution,
attachment, sequestration, judicial or other collection process over any assets (other than
the Collateral, in which respect clause 9.15 below shall apply) of an Obligor, Gazit America
or EOI is a Default, however, notwithstanding any such Default, the Company may (until such
Default becomes an Event of Default), without derogating from any other provisions in this
clause 9, continue to draw down Advances, subject to the terms and conditions set out in this
Agreement, provided that any such proceedings do not: (i) in respect of Gazit-Globe or EOI,
relate to any Indebtedness, individually or in the aggregate, exceeding USD 250 million or its
equivalent and have, or are reasonably likely to have, a Material Adverse Effect; (ii) in
respect of Gazit America relate to any Indebtedness, individually or in the aggregate,
exceeding USD 50 million or its equivalent and have, or are reasonably likely to have, a
Material Adverse Effect (ii) in respect of any Guarantor Shareholder or Gazit Maple, relate to
any Indebtedness, individually or in the aggregate, exceeding USD 50 million or its
equivalent; or (iii) in respect of the Company or MGN America, relate to any Indebtedness,
individually or in the aggregate, exceeding USD 5 million or its equivalent.
	 
	9.15.	 	If any attachment, execution, sequestration or similar process or proceedings or other
collection proceedings (including any ex parte award, decision, judgment, ruling or any other
similar kind of order for attachment, execution, sequestration or similar judicial or other
collection process over any of the Collateral (an “Ex Parte Order”)) are instituted or made
against over all or some of the Pledged Shares or any other part of the Collateral, save
where, in respect of any of the foregoing, all of the following shall apply: (a) in the event
that such attachment, execution, sequestration or similar process or proceedings or other
collection proceedings (including any Ex Parte Order) relates to EOI Pledged Shares or any
other asset of the Company or MGN America pledged under any Pledge Agreement, then the claim
underlying such proceedings (including any Ex Parte Order) shall be in respect of
Indebtedness, individually or in the
aggregate, not exceeding USD 5 million or its equivalent; (b) the Obligor, in respect of
which such proceedings or Ex Parte Order, as applicable, have been instituted or made,
is, in good faith and on reasonable grounds, contesting the attachment, execution,
sequestration or similar collection proceedings or Ex Parte Order, as applicable, by
appropriate legal proceedings pursued in good faith; (c) the proceedings




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[*] = 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.


	 	 	instituted by
any third party in respect of such attachment, execution, sequestration or similar
collection proceedings or Ex Parte Order, as applicable, are cancelled or withdrawn not
later than: (x) in respect of any such proceeding or Ex Parte Order over all or some of
the EOI Pledged Shares, thirty (30) days; or (y) in respect of any such other
proceedings or Ex Parte Order over all or some of the other Pledged Shares or any other
part of the Collateral, forty-five (45) days, after the issuance thereof; and (d) the
ability of any Obligor to comply with any of its obligations under the Loan Documents
and the BLL Loan Documents, in each case to which it is a party, will not, in the
reasonable opinion of the Bank, be materially adversely affected whilst any such
proceedings or Ex Parte Order, as applicable, are being so contested (it being agreed
that the mere institution of any such proceedings or issuance of such Ex Parte Order, as
the case may be, shall not, in and of itself, constitute an Obligor as being unable to
comply with any of its obligations as aforesaid). Notwithstanding the foregoing, it is
hereby clarified that: (i) the issuance or giving of any award, decision, judgment,
ruling or any other kind of order for any attachment, execution, sequestration or
similar judicial or other collection process over any of the Collateral (other than an
Ex Parte Order, referred to in paragraph (a) or (b) of this clause 9.15, in respect of
which the preceding provisions of this clause 9.15 shall apply) shall constitute an
Event of Default; and (ii) the Company shall not be entitled to draw any Advances from
the date that any attachment, execution or other collection proceedings shall be
instituted or made against any part of the Collateral or any Ex Parte Order in respect
thereof is given.
	 
	9.16.	 	If Gazit-Globe’s, Gazit America’s, EOI’s or any Guarantor Shareholder’s business activity is
ceased and not renewed within thirty (30) days of the said cessation. Notwithstanding the
foregoing, in the event such cessation of business activity: (a) jeopardizes, in the Bank’s
reasonable opinion, the Bank’s ability to recover all or part of the Unpaid Balance of the
Credit; or (b) materially impairs or is likely to materially impair, in the Bank’s reasonable
opinion, the ability of any Obligor to: (i) perform or comply with any of its other
undertakings under clause 15 of this Agreement and/or any of its other undertakings under
clause 15 of the Additional Conditions and/or any of its other undertakings under any Security
Documents; or (ii) to satisfy or comply with any financial ratio set forth in clause 9.12
above or clauses 9.18 to 9.21 (inclusive) or clause 9.23 below, the occurrence of such event
shall immediately constitute an Event of Default entitling the Bank, inter alia, to demand
immediate repayment of the Unpaid Balance of the Credit.
	 
	9.17.	 	If there occurs any breach or failure of the Company, Gazit-Globe, MGN America and/or any of
the Guarantor Shareholders to fulfill any material obligations to the Bank, or any incident or
non-fulfillment of any condition entitling the Bank to demand immediate payment of the
Indebtedness of the Company, Gazit-Globe, MGN America and/or any of the Guarantor Shareholders
to the Bank, under any other loan, credit or other banking facilities granted by the Bank to
any of the Company, Gazit-Globe, MGN America and/or any of the Guarantor Shareholders (other
than the Credit), in each case subject to any applicable cure or grace period.
	 
	9.18.	 	If for any Relevant Quarter, the ratio, in respect of the four (4) Quarters ending on the
last day of such Relevant Quarter, or, if for any Financial Year the ratio for such Financial
Year, of: (a) the aggregate amount of cash dividends paid in respect of the EOI Pledged Shares
and actually received into the Securities Accounts during such four (4) Quarters or Financial
Year, as applicable; to (b) the aggregate amount of all interest payable (whether or not
indeed paid) by: (i) the Company, during such four (4)
Quarters or Financial Year, as applicable, on the Advances; and (ii) Gazit-Globe, during
such four (4) Quarters or Financial Year, as applicable, on each BLL Advance and any
other utilization of the BLL Credit, shall be less than 1.25:1.00.




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[*] = 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.


	 	 	Notwithstanding the foregoing, the failure to satisfy the ratio set out in this clause
9.18 (such ratio, the “Dividend Cover Ratio”) in respect of any Relevant Quarter (any
such Quarter, a “Dividend Cover Breaching Quarter”) shall not constitute an Event of
Default, provided that:
	 
	9.18.1.	 	within five (5) Business Days after the last day of the Dividend Cover Breaching Quarter
there is deposited, in clear funds, into an account (the “Reserve Account”) by Gazit-Globe,
the Company and/or MGN America (whether pursuant to this clause 9.18.1 and/or pursuant to
clause 9.18.1 of the Additional Conditions) with the Bank, BLL, the Collateral Agent or such
other bank as the Bank may notify the Company, which account and deposit is duly pledged and
charged by way of first-ranking fixed pledge and charge or first priority perfected security
interest in favor of the Bank, BLL or the Collateral Agent and otherwise in a manner and on
terms acceptable to the Bank and BLL, as security for the Secured Obligations, such amount
equal to the aggregate of the amount of interest payable by Gazit-Globe in respect of all BLL
Advances and the amount of interest payable by the Company in respect of all Advances, for the
twelve (12) month period commencing from the last day of such Dividend Cover Breaching
Quarter, assuming, for this purpose: (1) the principal amount of all BLL Advances outstanding
during such twelve (12) month period shall equal the entire amount of the BLL Credit
reflecting, on a weighted average basis, the currency denomination of BLL Advances made during
the twelve (12) months ending on the last day of such Dividend Cover Breaching Quarter; (2)
the principal amount of all Advances outstanding during such twelve (12) month period shall
equal the entire amount of the Commitment) as at the last day of such Dividend Cover Breaching
Quarter; and (3) the rate of interest on such Advances and BLL Advances shall be the highest
rate of interest (excluding, for the avoidance of doubt, any rate at a default or similar
rate) on each such currency, as determined by the Bank (in respect to the Advances) or BLL (in
respect of the BLL Advances), prevailing at the Bank or BLL, as applicable, on the last day of
such Dividend Cover Breaching Quarter, on Advances and BLL Advances capable of being drawn
down by the Company or Gazit-Globe, as the case may be, under and in accordance with this
Agreement or the Additional Conditions, as applicable (assuming for this purpose, no Default
having occurred) (such amount, the “Reserve Amount”);
	 
	9.18.2.	 	in the event the pledgor is not the Company or MGN America or in the event the Reserve
Account is outside of the State of New York, the Bank and BLL receive a legal opinion in a
form reasonably acceptable to the Bank and BLL regarding such pledge; and
	 
	9.18.3.	 	no other Default shall have occurred and is continuing as at the last date of such Dividend
Cover Breaching Quarter.
	 
	 	 	None of Gazit-Globe, the Company or MGN America may withdraw any amount (including
interest accrued thereon) standing to the credit of the Reserve Account for a period of
twelve (12) months from the date of the deposit of the Reserve Amount into the Reserve
Account (such period, the “Dividend Cover Reserve Period”). The Company, Gazit-Globe or
MGN America, as the case may be, may withdraw from the Reserve Account the Reserve
Amount (including interest, if any, accrued thereon, less any charges levied in respect
of such account) at any time after the expiry of the Dividend Cover Reserve Period,
provided that no Default has occurred and is continuing on the date of any such proposed
withdrawal.
	 
	 	 	In the event the Dividend Cover Ratio is not satisfied in respect of the Quarter
following the Dividend Cover Breaching Quarter (such Quarter, the “Second Dividend Cover
Breaching Quarter”), such failure to achieve the Dividend Cover Ratio in respect of




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[*] = 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.


	 	 	such
Second Dividend Cover Breaching Quarter shall not constitute an Event of Default,
provided that: (I) the Dividend Cover Reserve Period shall be extended by an additional
three (3) months, such that such period shall end fifteen (15) months after the date of
the deposit of the Reserve Amount; (II) an amount equal to the amount, if any, by which
the Reserve Amount (if re-calculated on the last day of such Second Dividend Cover
Breaching Quarter) exceeds the amount of the Reserve Amount (as originally deposited),
is deposited, in clear funds, into the Reserve Account within five (5) Business Days
after the last day of such Second Dividend Cover Breaching Quarter; and (III) no other
Default shall have occurred and is continuing as at the last day of such Second Dividend
Cover Breaching Quarter.
	 
	 	 	For the avoidance of doubt, subject to any other provision contained in this Agreement
and subject to no other Default having occurred and which is continuing, the Company
may, notwithstanding its failure to achieve the Dividend Cover Ratio, but subject to the
immediately following sentence, draw down Advances during the Dividend Cover Reserve
Period. In the event the Dividend Cover Ratio is not achieved in the Quarter following
the Second Dividend Cover Breaching Quarter, then the failure to achieve the Dividend
Cover Ratio for such Quarter shall be an Event of Default.
	 
	9.19.	 	If for any two (2) consecutive Quarters, the ratio of:
	 
	9.19.1.	 	the sum of: (a) EOI Net Debt; (b) Adjusted Gazit America Net Debt; and (c) the Adjusted
Total Unpaid Outstandings; to
	 
	9.19.2.	 	the sum of: (a) EOI Real Estate Assets; and (b) the lower of: (i) Gazit America Real Estate
Assets; and (ii) 15% (fifteen percent) of the sum of Gazit America Real Estate Assets and EOI
Real Estate Assets,
	 
	 	 	as at, in respect of all of the foregoing, the last day of each such two (2) consecutive
Quarters, shall be more than 82.5% (eighty-two point five percent).
	 
	9.20.	 	If for any Relevant Quarter or, if for any Financial Year, the ratio for such Relevant
Quarter or Financial Year, of:
	 
	9.20.1.	 	(a) the sum of EOI Net Debt and the Adjusted Total Unpaid Outstandings as at the last day
of such Relevant Quarter or Financial Year, as applicable; to (b) EBITDA for such Relevant
Quarter (multiplied by four (4)) or for such Financial Year, as applicable, shall be more than
fourteen (14); and
	 
	9.20.2.	 	(a) the sum of EOI Net Debt and the Adjusted Total Unpaid Outstandings as at the last day
of such Relevant Quarter or Financial Year, as applicable; to (b) Net Operating Income for
such Relevant Quarter (multiplied by four (4)) or for such Financial Year, as applicable,
shall be more than thirteen (13).
	 
	9.21.	 	If for any Relevant Quarter, the ratio, in respect of the four (4) Quarters ending on the
last day of such Relevant Quarter, or if for any Financial Year the ratio for such Financial
Year, of:
	 
	9.21.1.	 	EBITDA for such four (4) Quarters or Financial Year, as applicable; to
	 
	9.21.2.	 	the sum of:
	 
	9.21.2.1.	 	EOI’s consolidated interest expense (including, without limitation, capitalized
interest but excluding, for the avoidance of doubt, any interest expense satisfied by the
issue of EOI Common Shares) for such four (4) Quarters or Financial Year, as applicable; and




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[*] = 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.


	9.21.2.2.	 	the aggregate amount of principal payable (whether or not indeed paid) by EOI, on a
consolidated basis, in respect of Financial Indebtedness (excluding balloon payments due upon
the stated maturity of such Financial Indebtedness), for such four (4) Quarters or Financial
Year, as applicable,
	 
	 	 	is less than 1.65, provided that an Event of Default under this clause 9.21 shall
occur only after the expiry of fourteen (14) days after the date the Bank has
received the Compliance Certificate certifying the computation of the above ratios
for such Relevant Quarter or Financial Year. Notwithstanding the foregoing, in
the event the foregoing ratio is not met for any period and the Bank, at any time
prior to such fourteen (14) day period, is of the reasonable opinion that: (a)
delaying the effectiveness of such an Event of Default by such fourteen (14) day
period jeopardizes the Bank’s ability to recover all or part of the Unpaid Balance
of the Credit; or (b) the Default arising from the failure to satisfy such ratio
materially impairs or is likely to materially impair the ability of any Obligor
to: (i) perform or comply with any of its other undertakings under clause 15 of
this Agreement and/or under any of its other undertakings under clause 15 of the
Additional Conditions and/or any of its other undertakings under any Security
Documents; or (ii) satisfy or comply with any financial ratio set forth in clause
9.12 or clauses 9.18 to 9.20 (inclusive) above or clause 9.23 below, then such
Default shall immediately become an Event of Default entitling the Bank, inter
alia, to demand immediate repayment of the Unpaid Balance of the Credit.
	 
	9.22.	 	If any of the following shall occur: (a) any Financial Indebtedness (other than under the
Loan Documents or the BLL Loan Documents) of an Obligor and/or EOI and/or Gazit America is not
paid when due or within any originally applicable grace period; (b) any Financial Indebtedness
(other than under the Loan Documents or the BLL Loan Documents) of an Obligor and/or EOI
and/or Gazit America is declared to be, or otherwise becomes, due and payable prior to its
specified maturity as a result of an event of default (however described); (c) any creditor of
an Obligor and/or EOI and/or Gazit America (other than the Bank or BLL in respect of Financial
Indebtedness under the Loan Documents or the BLL Loan Documents, as applicable) becomes
entitled to declare any of its Financial Indebtedness due and payable prior to its specified
maturity as a result of an event of default (however described); or (d) the occurrence of an
“Event of Default” (as such term is defined in the Additional Conditions). No Event of
Default will occur under paragraphs (a) to (c) of this clause 9.22 if the aggregate amount of
Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a)
to (c) above is, in respect of Gazit-Globe, Gazit America, Gazit Maple, the Guarantor
Shareholders or EOI, less than USD 50 million or the USD equivalent thereof and/or, in respect
of the Company or MGN America (but without derogating from clause 15.13.1 below), USD 5
million or the USD equivalent thereof.
	 
	9.23.	 	If, for any Relevant Quarter or Financial Year, the ratio of:
	 
	9.23.1.	 	(a) Gazit-Globe’s Net Financial Indebtedness as at the last day of such Relevant Quarter or
Financial Year, as applicable; to (b) Gazit-Globe’s total assets, less deposits of cash and
cash equivalents as at the last day of such Relevant Quarter or Financial Year, as applicable
(all as appearing in Gazit-Globe’s consolidated financial statements for such Quarter or
Financial Year), shall be more than 75% (seventy-five percent); or
	 
	9.23.2.	 	(a) Gazit-Globe’s Net Financial Indebtedness as at the last day of such Relevant Quarter or
Financial Year, as applicable; to (b) Gazit-Globe’s Holdings as at the last day of such
Relevant Quarter or Financial Year, as applicable (both as appearing in Gazit-Globe’s balance
sheet in its Non-consolidated Expanded Financial Statements for such Quarter or Financial
Year), shall be more than 77.5% (seventy-seven point five percent).




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[*] = 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.


	 	 	For the purposes of this clause 9.23: (i) “Gazit-Globe’s Net Financial Indebtedness”
shall mean all current and long-term liabilities of Gazit-Globe to banks, financial
institutions and debenture holders (including, without limitation, loans and advances
from connected Persons or other creditors), less deposits of cash and cash equivalents;
and (ii) the “Gazit-Globe’s Holdings” shall mean the book value (IFRS—the fair market
value of all properties and other assets) of the securities held by Gazit-Globe (whether
or not listed for trading), as appearing in the balance sheet in the relevant
Non-consolidated Expanded Financial Statements of Gazit-Globe.
	 
	9.24.	 	In the event the main business activity of the Company, MGN America or EOI ceases to be
located in the United States of America and/or Canada.
	 
	9.25.	 	EOI ceasing to qualify, or the occurrence of any event or circumstance that is reasonably
likely to cause EOI ceasing to qualify, for US federal income tax purposes, as a real estate
investment trust (as such term is defined in Section 856 of the Code).
	 
	9.26.	 	The Company shall become an “investment company” or a company “controlled” by an “investment
company” within the meaning of the Investment Company Act of 1940, or the regulations under
such Act.
	 
	 	 	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 Bank, the
Bank may, by written notice to the Company:






	 	(a)	 	declare that an Event of Default has occurred; and/or
	 
	 	(b)	 	declare the Commitment to be terminated; and/or
	 
	 	(c)	 	declare that all, or any part of, the Unpaid Balance of the Credit, or part
thereof, is immediately due and payable, whereupon the Unpaid Balance of the Credit, or
part thereof, shall become immediately due and payable, together with all interest
accrued thereon, Breakage Costs and other amounts payable by the Company under the Loan
Documents;






	 	 	provided, however, that upon the occurrence of any Event of Default under clause 9.7 above,
the Commitment and the obligation of the Bank to make Advances under this Agreement shall
automatically terminate, and the Unpaid Balance of the Credit shall automatically become due
and payable without further act of, or notice from, the Bank, and without presentment, demand,
protest or other notice of any kind, all of which are hereby expressly waived by the Company.
	 
	 	 	If the Bank declares all, or any part of, the Unpaid Balance of the Credit to be due and
payable on demand then, and at any time thereafter so long as any Event of Default is
continuing, the Bank may, by written notice to the Company, require repayment of the Unpaid
Balance of the Credit, or such part thereof declared to be due and payable on demand, all on
such date or dates as the Bank may specify in such notice (whereupon the same shall become due
and payable on such date and any other sums then owed by the Company under the Loan Documents)
or withdraw such declaration with effect from such date as the Bank may specify in such
notice.
	 
	10.	 	Application of Payment upon an Event of Default
	 
	 	 	Upon the occurrence of an Event of Default, then, without derogating from any other remedies
or relief available to the Bank under law, under any of the Loan Documents or, in respect of
the Unpaid Balance of the Other Credit, under any other document, the Bank shall be entitled
to take all steps as it deems fit in order to collect all sums owed by the Company




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[*] = 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.


	 	 	to the
Bank, including, without limitation, to enforce or bring (or cause the Collateral Agent to
enforce or bring) any proceedings under any Security Document and/or to sell, or procure the
sale of, all or any of the Collateral or Other Collateral (including, without limitation, the
Pledged Shares or any of them), all at the expense of the Company, Gazit-Globe, Gazit 1995,
MGN USA, the LTV Guarantors and any other Obligor and to utilize the sums received to repay in
part or in full all amounts owed on account of the Unpaid Balance of the Credit and the Unpaid
Balance of the Other Credit. In the event the Bank or the Collateral Agent shall take any
such steps and/or BLL or the Collateral Agent takes any steps to collect any amounts owed by
Gazit-Globe and/or the Company and/or any other obligor under the BLL Loan Documents to BLL
under the BLL Loan Documents, then any payment received by the Collateral Agent, the Bank
and/or BLL in connection with the foregoing shall be applied, as between the obligations of
the Company, Gazit-Globe, Gazit 1995, MGN USA, the LTV Guarantors and any other obligor under
the BLL Loan Documents and the obligations of Gazit-Globe, Gazit 1995, MGN USA, MGN America,
Gazit Maple, the Company and any other Obligor under the Loan Documents, in the following
order:
	 
	10.1.	 	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 all other Total Unpaid
Outstandings, including the costs and remuneration of any receiver, trustee, nominee,
custodian or any other entity appointed by the Bank and/or BLL and/or any competent authority
to take possession and/or realize any of the Collateral or Other Collateral;
	 
	10.2.	 	second, in or towards payment of any unpaid fees, costs and expenses of the Bank under the
Loan Documents and BLL under the BLL Loan Documents in such proportion between the amounts of
such unpaid fees, costs and expenses as the Bank and BLL shall deem fit;
	 
	10.3.	 	third, in or towards payment of any other amount due, but unpaid, under the Loan Documents
and the BLL Loan Documents, in respect of the Total Unpaid Outstandings, other than principal,
including 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
Loan Documents and the BLL Loan Documents, as aforesaid, as the Bank and BLL shall deem fit;
	 
	10.4.	 	fourth, in or towards payment on account of the unpaid principal of all Advances under the
Credit and the BLL Credit in such proportion, between the aggregate amount of the unpaid
principal of all Advances under the Credit and the aggregate amount of the unpaid principal of
all BLL Advances under the BLL Credit, as the Bank and BLL deem fit; and
	 
	10.5.	 	fifth, in or towards payments on account of the Unpaid Balance of the Other Credit in such
order and in such manner as the Bank shall deem fit.
	 
	 	 	The foregoing will override any appropriation made by any Obligor.
	 
	11.	 	Fees
	 
	 	 	The Company shall pay the Bank the following fees:
	 
	11.1.	 	a non-refundable up-front fee in the amount and at the time as set forth in the Fee Letter;
	 
	11.2.	 	a non-utilization fee in the amount and at the times as set forth in the Fee Letter;
	 
	11.3.	 	all other usual and standard fees customarily charged by (i) the Bank for services relating
to the making of the Advances, the establishment, maintenance, operation and




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[*] = 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.


	 	 	administration of
the Loan Account and the other deposit accounts of the LTV Guarantors at the Bank, the
Collateral, and the administration of the Advances, and (ii) the Securities Intermediary with
respect to the establishment, maintenance, operation and administration of the Securities
Account; and
	 
	11.4.	 	all reasonable legal fees, including, without limitation, fees of outside consultants and
other out-of-pocket costs and expenses incurred by the Bank and the Collateral Agent,
including, without limitation, (a) all reasonable fees and expenses relating to the
preparation, execution, filing and recording of (i) any of the Loan Documents, (ii) any
waiver, amendment, supplement or modification of any Loan Document, and (iii) taxes and filing
fees associated with any of the foregoing, whether or not the Credit is advanced, (b) all
reasonable legal fees and expenses incurred in respect of ongoing administration of the Credit
not to exceed, without the prior written consent of Gazit-Globe in its absolute discretion, an
amount of $[***] per calendar year, provided that the foregoing legal fee cap shall not apply
to any legal fees incurred by the Bank and the Collateral Agent in respect of ongoing
administration of the Credit at any time that a Default has occurred and is continuing, and
(c) all reasonable legal fees and expenses incurred in contemplation of, or otherwise in
connection with, the enforcement of, or preservation of rights under, any of the Loan
Documents, including, without limitation, in investigating any Default.
	 
	12.	 	Increased Costs
	 
	12.1.	 	Without derogating from clause 12.2 below, if by reason of any change in, or the
introduction or adoption of, or any change in the interpretation, administration or
application by any Governmental Body of, any Applicable Law, or by reason of the
interpretation, administration or application adopted or declared by any Governmental Body in
respect of any Applicable Law, after the date of this Agreement, which affects the Bank, or
compliance by the Bank with any such change, introduction, adoption or declaration, including,
without limitation, in each case, those relating to taxation, reserves, special deposits,
compulsory loans or similar requirements against assets held by, deposits or other liabilities
in or for the account of, advances, loans or other extensions of credit by, or any other
acquisition of funds by, any office of the Bank which is not otherwise included in the
determination of LIBOR hereunder, cash ratio, liquidity, limits on provision of credit to
single borrowers or groups of borrowers or other forms of banking, fiscal, monetary or
regulatory controls, or imposes on the Bank any other condition:
	 
	12.1.3.	 	the Bank incurs an additional or increased 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 Loan Document and/or maintaining the outstanding balance of the Credit;
or
	 
	12.1.4.	 	any amount receivable by the Bank under any Loan Document is reduced (save to the extent
matched by a reduction in the cost of providing the Credit)
	 
	 	 	and such cost, payment or reduction is not compensated for by any other provision of
this Agreement, then and in each such case, the Bank may notify the Company of that
event promptly upon it becoming aware of the event, including, in reasonable detail,
particulars of the event, and within twenty (20) Business Days after receipt by the
Company of a demand by the Bank accompanied by a certificate, specifying the amount of
compensation claimed and setting out the calculation of the amount in reasonable detail,
the Company shall pay to the Bank such amount as shall compensate the Bank for such
cost, payment or reduction with respect to the period beginning on the date on which
such cost, payment or reduction becomes applicable unless the Company shall have elected
to prepay all the Unpaid Balance of the Credit pursuant to clause 5.2 above together
with any applicable Breakage Costs and the




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	 	 	amount of any compensation, claimed as
aforesaid, in respect of the period from the occurrence of such cost, payment or
reduction until the date of actual prepayment of the then Unpaid Balance of the Credit.
	 
	 	 	Nothing in this clause 12 shall oblige the Bank to disclose any confidential information
relating to the organization or administration of its affairs.
	 
	12.2.	 	Clause 12.1 above shall not apply so as to oblige the Company to compensate the Bank 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 Bank.
	 
	12.3.	 	If the Bank shall have determined that the adoption of or any change in any Applicable Law
regarding capital adequacy or in the interpretation or application thereof or compliance by
the Bank or any corporation controlling the Bank with any Applicable Law regarding capital
adequacy from any Governmental Body made subsequent to the date of this Agreement, or the
implementation following the date of this Agreement in any jurisdiction of the proposals made
by the Basel Committee on Banking Regulations and Supervisory Practices for the International
Convergence of Capital Measures and Capital Standards, whether promulgated or made before, on
or after the date of this Agreement, shall have the effect of reducing the rate of return on
the Bank’s or such corporation’s capital as a consequence of its obligations hereunder to a
level below that which such corporation would have achieved but for such adoption, change or
compliance by the Bank or such corporation (taking into consideration the Bank’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by the Bank to be
material, then the Bank shall deliver written notice of such amount to the Company from time
to time, and the Company shall promptly pay to the Bank such additional amount or amounts as
will compensate the Bank for such reduction, or repay the Advances in full, including all
accrued interest to the date of such payment, within thirty (30) days after receipt of such
notice, together with any applicable Breakage Costs and the amount of any compensation,
claimed as aforesaid, in respect of the period from the occurrence of such cost, payment or
reduction until the date of actual prepayment of the then Unpaid Balance of the Credit.
	 
	12.4.	 	Notwithstanding anything herein to the contrary in this clause 12, the Dodd-Frank Wall
Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives
promulgated thereunder, are deemed to have been introduced or adopted after the date of this
Agreement, regardless of the date enacted or adopted.
	 
	13.	 	Conditions Precedent
	 
	13.1.	 	Conditions to Making the Initial Advance. The obligation of the Bank to make the
initial Advance to the Company is subject to the satisfaction of the Bank that the Closing
Date has occurred.
	 
	13.2.	 	Conditions to Making each Advance (including the initial Advance). Without limiting
the other terms of this Agreement: (a) the obligation of the Bank to make any Advance
(including the initial Advance) to the Company hereunder is subject to the satisfaction of the
Bank of the following conditions precedent; and (b) the obligation
of the Bank to maintain any Advance is subject to the continued satisfaction of the
Bank of the conditions set forth in clauses 13.2.5 and 13.2.9 below:
	 
	13.2.1	 	The Bank shall have received a Request for Disbursement duly completed and executed by the
Company with respect to such Advance.
	 
	13.2.2	 	The sum of (a) the amount of the requested Advance; plus (b) the amount of the Unpaid
Balance of the Credit, as of immediately prior to the extension of the




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	 	 	requested Advance, does
not exceed the amount of the Commitment on the date of the drawing of the requested Advance.
	 
	13.2.3	 	The sum of (a) the amount of the requested Advance; plus (b) the Total Unpaid Outstandings
immediately before the extension of the Advance, shall be less than the Margined Amount, in
each case calculated on the date of the drawing of the requested Advance.
	 
	13.2.4	 	The Loan Documents, the Standard Form Documents, corporate resolutions, certificates and
such customary forms and documents with respect to the granting of the Advances requested by
the Company, in form and substance satisfactory to the Bank, the Collateral Agent, the Company
and/or the Guarantors party thereto, as applicable, and with respect to the Securities Account
Control Agreements, in form and substance satisfactory to the Collateral Agent, the Securities
Intermediary, the Company and the LTV Guarantors party thereto, shall have been signed and
shall be in full force and effect.
	 
	13.2.5	 	There shall, on any Relevant Date, be no impediment, restriction, prohibition or limitation
imposed upon the Bank by any Applicable Law or Governmental Body or regulatory body or
authority, including, without limitation, impediment, restrictions, prohibitions or
limitations in the policy of the New York State Banking Department, the Federal Reserve Bank
of New York or the Federal Deposit insurance Corporation as to the proposed granting of the
Credit or the making of any Advance hereunder or the repayment thereof, or as to the security
interests to be created under the Security Documents or as to any rights of any Collateral
thereunder or as to the application of the proceeds of the realization of any such rights.
For this purpose, “Relevant Date” shall mean any date after the Closing Date on which an
Advance is requested to be drawn down, save that, in the event that any such restriction,
impediment, limitation or prohibition arises due to: (a) any change in Applicable Law or
change in the policy of the New York State Banking Department, the Federal Reserve Bank of New
York, the Federal Deposit insurance Corporation or any other Governmental Body made after the
Closing Date, the Relevant Date shall be the date of any such change and, if applicable, the
date any Advance is, thereafter, requested to be drawn down; or (b) as a result of any act or
omission, on the part of the Company or any of its affiliates made after the Closing Date,
then the Relevant Date shall be any date from after the Closing Date. The Bank shall, as soon
as practicable, notify the Company if it becomes aware of any such restriction for maintaining
the Credit (other than where any such restriction arises due to an act or omission of the
Company or any affiliate of it), provided that any such notification requirement shall not
oblige the Bank to provide any services or perform its obligations under any Loan Document to
the extent it would be contrary to Applicable Law. For the avoidance of doubt, the foregoing
shall not derogate from the obligations of the Company under clause 6 above.
	 
	13.2.6	 	No Obligor shall be in breach of any of its obligations under any Finance Document to which
it is a party (which breach shall not have been rectified within any applicable cure period
provided for in the relevant Finance Document).
	 
	13.2.7	 	Each of the Obligors’ representations and warranties under the Finance Documents to which
any of them is a party shall be true and accurate in all material respects (except for the
representations or warranties of any Obligor that are by their terms qualified by a standard
of materiality, in which case such representations or warranties shall be true and accurate in
all respects) and do not omit to state any material facts, and each such representation and
warranty shall be deemed automatically repeated by the Company pursuant to the terms of the
last paragraph of clause 14 below.




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	13.2.8	 	No Default shall have occurred and which is continuing, or will occur as a result of the
making by the Bank of any requested Advance.
	 
	13.2.9	 	The Secured Obligations being secured in the manner as set forth in clause 7 of this
Agreement and any other provision contained in any other Finance Document.
	 
	14.	 	Representations and Warranties
	 
	 	 	The Company and Gazit-Globe each represents and warrants to and in favor of the Bank as
follows (and the Company and Gazit-Globe each acknowledges that the Bank has entered into the
Finance Documents and that each Advance made pursuant to the terms of this Agreement is made
in reliance on the truth and accuracy of, inter alia, such representations and warranties):
	 
	14.1.	 	Corporate Existence and Good Standing. Each Obligor is a corporation or a limited
liability company duly and validly incorporated or formed, and existing under the laws
of the jurisdiction of its incorporation or formation. Each Obligor has the legal
capacity and right to own its property and assets and to carry on its business in each
jurisdiction in which it owns property or assets or carries on business where the
failure to have such legal capacity or right would have a Material Adverse Effect.
	 
	14.2.	 	Corporate Authority. Each Obligor has the corporate or limited liability company power
and authority to enter into and sign those Loan Documents and the Standard Form
Documents to which it is a party and do all acts and things and execute and deliver all
agreements, documents and instruments as are required under any of the Loan Documents to
be done, observed or performed by it in accordance with the terms and conditions
thereof.
	 
	14.3.	 	No Event of Default. No Default (or other default as contained in any other Loan
Document) has occurred which has not been either remedied (or otherwise ceased to be
continuing) to the reasonable satisfaction of the Bank or expressly waived by the Bank
in writing. It is not aware of the existence of any event or circumstance which could
reasonably be expected to result in the occurrence of a Default or such other default.
	 
	14.4.	 	Legal Requirements. All necessary legal requirements applicable to each Obligor have
been met, and all other authorizations, approvals, consents and orders of, all
registrations and filings with, and any other action by, all applicable Governmental
Bodies required to be obtained or effected by each Obligor have been obtained or
effected, to authorize the execution, delivery and the performance of the obligations by
each Obligor of each Loan Document and Standard Form Document to which it is a party.
The execution, delivery and performance by each Obligor of each Loan Document to which
such Obligor is a party do not and will not violate any provision of such Obligor’s
Organizational Documents, any material contract, instrument or agreement which is
binding upon such Obligor or such Obligor’s assets, or any Applicable Law or any
order or decree of any Governmental Body applicable to it, the violation of which could
reasonably be expected to have a Material Adverse Effect.
	 
	14.5.	 	Effectiveness. Each Loan Document and each Standard Form Document has been duly
authorized, executed and delivered by, and constitutes a legal, valid, binding and
enforceable obligation of, each Obligor party thereto, except where such enforceability
is limited by: (a) applicable bankruptcy, insolvency, reorganization, moratorium or
other laws of




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	 	 	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.
	 
	14.6.	 	Security. Each Pledge Agreement to which any Obligor is a party on the Closing Date
shall, by not later than the Closing Date, validly and effectively create the
Encumbrances which that Pledge Agreement purports to create. Each supplement to any
Pledge Agreement and each Pledge Agreement to be entered into after the Closing Date
shall, on execution thereof, validly and effectively create the Encumbrances over the
subject-matter thereof and the Collateral therein mentioned which that supplement or
Pledge Agreement purports to create. Each of the Encumbrances created or evidenced by
each Pledge Agreement due to be created on or before the Closing Date, shall, by not
later than the Closing Date (or, in the case of any supplements to a Pledge Agreement or
any Pledge Agreement to be entered into after the Closing Date, on execution of such
supplement or Pledge Agreement), constitute a legal, valid, binding and enforceable
perfected security interest ranking first and prior to any other Encumbrance or
obligation (save for those Permitted Encumbrances and other Encumbrances expressly
permitted under the terms of Pledge Agreements, if any, it being understood that no such
other Encumbrances exist as of the Closing Date and any permission to incur any such
Encumbrances following the Closing Date must be expressly given in writing by the Bank,
BLL and the Collateral Agent), except: (a) where such enforceability is limited by: (i)
applicable mandatory bankruptcy, insolvency, reorganization, 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; and (b) in respect of any supplement to
any Pledge Agreement to be entered into by any Obligor, to the extent the perfection
thereof requires the recording or filing with a Governmental Body, which recordation or
filing shall, in any event, be made on the execution thereof or promptly thereafter.
Without derogating from the foregoing, all consents, registrations, filings and other
actions that are necessary in order to establish, protect and perfect the Encumbrances
purported to be created or evidenced under the Pledge Agreements over the assets and
rights which are expressed to be subject to such Encumbrances under the Pledge
Agreements shall have been duly received or taken prior to the Closing Date (or, in the
case of any supplements to a Pledge Agreement or Pledge Agreements to be entered into
after the Closing Date, on execution of such supplement or Pledge Agreement or promptly
thereafter) or, with respect to filings with the Israeli Registrar of Companies,
promptly thereafter and no later than as required by law and, in any event, in respect
of any filings in respect of any Pledge Agreement or supplement thereto, entered, or to
be entered into, by Gazit-Globe that is not governed by Israeli law, Gazit-Globe will
deliver to BLL, within 14 days after the execution thereof, a certified copy of such
Pledge Agreement or supplement, together with a notarized translation thereof into the
Hebrew language and its prescribed particulars, as required under Applicable Law, duly
executed by Gazit-Globe, so as to enable the registration and the filing, thereof with
the Israeli Registrar of Companies no later than as required by law. All taxes, fees
and other charges relating to such filings, recordings, registration and other actions
shall have been paid in full on or prior to the Closing Date (or, in the case of any
supplements to a Pledge Agreement or Pledge Agreements to be entered into after the
Closing Date,
prior to the execution of such supplement or Pledge Agreement), or promptly thereafter.
	 
	14.7.	 	Restrictions. Save for mandatory provisions of Applicable Law, there is no restriction
on the realization, foreclosure, transfer or sale of any Collateral under any such
Security Document or on the application by the Bank or any other Person of any proceeds
of any such realization, foreclosure, transfer or sale (for the avoidance of doubt,
without derogating from mandatory statutory preferences on liquidation).




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	14.8.	 	Litigation. To its knowledge, there is no action, litigation or legal proceeding
pending or threatened against any Obligor, Gazit America or EOI or their respective
assets or properties before any court or administrative agency which could reasonably be
expected to result in a Material Adverse Effect.
	 
	14.9.	 	Shareholder Rights Plan. As of the Closing Date, neither EOI nor Gazit America has
adopted or implemented, and currently does not have in effect, a shareholder rights
plan, a shareholders’ rights agreement, “poison pill” mechanism or any other plan,
agreement or mechanism which EOI or Gazit America may adopt or implement in an attempt,
or in order to, prevent, delay, impede or restrict transfer of control of EOI or
significant acquisitions of EOI Common Shares or Gazit America Shares, as applicable, or
to dilute the holdings of any Person seeking to obtain control of EOI or Gazit America
or seeking to acquire a significant acquisition of EOI Common Shares or Gazit America
Shares, as applicable (a “Shareholder Rights Plan”) and none of the Obligors nor any
other Non-Listed Subsidiary has voted to adopt or implement any of the foregoing.
	 
	14.10.	 	Organizational Documents. An updated accurate copy of EOI’s, Gazit America’s and each
Guarantor’s Organizational Documents was delivered to the Bank on the Closing Date.
	 
	14.11.	 	Financial Information. All financial information and financial statements pertaining to
the Company, Gazit-Globe, MGN USA, MGN America, Gazit America, Gazit Maple, EOI and any
other Obligors provided, from time to time, to the Bank in connection with the Finance
Documents (including, without limitation, all financial information and financial
statements delivered to the Bank pursuant to clause 3.1.18 of the Amending Agreement and
each of the financial statements to be delivered pursuant to clauses 15.7 and 15.8
below): (a) have, in respect of such Person’s financial statements, been prepared in
accordance with GAAP (save that in respect of the Adjusted EOI Financial Statements
which shall be reconciled to IFRS by the Auditors and save that, in respect of the
financial statements of the Company, MGN America and MGN USA the value attributed to EOI
Common Shares in such financial statements may be based on their market value in lieu of
any basis required by GAAP), and (b) fairly and accurately present in all material
respects the financial information and the financial condition and results of
operations, as the case may be, of the Company, Gazit-Globe, MGN USA, MGN America, Gazit
America, Gazit Maple, EOI or such other Obligor, as applicable, contained therein as at
their respective preparation dates.
	 
	14.12.	 	Status of the Company and the Guarantors.
	 
	14.12.1.	 	(a) Each of the Company and MGN America is
a limited liability company duly
organized and validly existing under
the laws of the State of Delaware.






	 	(b)	 	Each Guarantor Shareholder is a company duly incorporated,
organized and validly existing under the laws of the State of Nevada.
	 
	 	(c)	 	Gazit Maple is a company duly incorporated, organized and
validly existing under the laws of the province of Ontario.






	14.12.2.	(a)	 	 All of the Means of Control (represented by Unit Certificate No. 2 for one thousand
(1,000) units, which evidences 100% (one hundred percent) of the outstanding membership
interests) in the Company are held by Gazit 1995, 66.63% (sixty-six point six three percent)
of the Means of Control




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	 	 	 	(represented by Unit Certificate No. 1 for six thousand six hundred
and sixty-three (6,663) units) of MGN America is held by MGN USA and 33.37% (thirty-three
point three seven percent) of the Means of Control
of MGN America (represented by Unit
Certificate No. 2 for three thousand three hundred and thirty-seven (3,337) units) is held by
Gazit 1995. None of the Company, MGN America or any Guarantor Shareholder has issued any
option, warrant or other security or rights to acquire, or instruments convertible into, share
capital of the Company, MGN America or Guarantor Shareholder.
	 
	 	(b)	 	All of the Means of Control of Gazit Maple and of each
Guarantor Shareholder are held by Gazit-Globe or by a Non-Listed Subsidiary,
directly or indirectly, wholly-owned by Gazit-Globe. Neither Gazit Maple nor
any Guarantor Shareholder has issued any option, warrant or other security or
rights to acquire, or instruments convertible into, share capital of Gazit
Maple other than to Gazit-Globe or a Non-Listed Subsidiary wholly-owned by
Gazit-Globe.






	14.12.3.	 	Each of the Company and MGN America, under the terms of its respective Organizational
Documents, has expressly “opted in” to Article 8 of the Delaware Uniform Commercial Code (the
“DEUCC”) and elected to treat all its membership and equity interests as “securities” (as
defined in the DEUCC) for all purposes.
	 
	14.12.4.	 	Neither the Company nor MGN America has conducted or carried on any business or other
activities of whatsoever nature whether alone, or in partnership or under a joint venture,
other than (i) the holding, acquisition and, subject to clause 7 above and clauses 15.13 and
15.16 below, disposal, of EOI Common Shares; (ii) the payment of dividends to their respective
members and the repayment of intercompany loans (in each case to the extent expressly
permitted under, and subject to the terms and conditions of, the Loan Documents and the BLL
Loan Documents); (iii) the making of intercompany loans pursuant to which neither the Company
nor MGN America shall have any commitment, liability or obligation; (iv) in respect of MGN
America, being party to, and complying with the provisions of, the Existing Loan Agreement and
the Loan Documents (as defined in the Existing Loan Agreement) to which it is a party and
certain of the BLL Loan Documents (in their form prior to the Closing Date); (v) being party
to, and complying with the provisions of any Stock Purchase Plan; and (vi) being party to, and
complying with the provisions of, certain of the Loan Documents and BLL Loan Documents
(together, the “Permitted Activities”) and neither the Company nor MGN America has any
Indebtedness or has incurred or assumed any other obligation to any third party of whatsoever
nature, save for: (a) Indebtedness under the Subordinated Shareholder Loan Agreements; (b) the
respective obligations of the Company and MGN America under the Loan Documents, the BLL Loan
Documents and the Voting Agreements (in the form as delivered to the Bank pursuant to the
Amending Agreement, unless and to the extent any such Voting Agreements have subsequently
terminated or expired in accordance with their respective terms) to which the Company or MGN
America is a party; (c) the obligations of the Company and MGN America under any Stock
Purchase Plan; and (d) other Permitted Indebtedness. Notwithstanding any reserve for Deferred
Tax Liability in the financial statements of the Company and MGN America, to be
provided to the Bank pursuant to clauses 15.8.5 and 15.8.6 below or the Amending
Agreement, any Deferred Tax Liability constitutes Indebtedness of MGN USA only and
does not, and shall not, constitute, in whole or in part, Indebtedness on the part
of the Company or MGN America. Each of the Company and MGN America has complied
with all Applicable Laws in respect of the Permitted Activities and, without
derogating from the generality of the foregoing, all purchases and sales of any
EOI Common Shares by the Company




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	 	 	or MGN America (including, without limitation,
the purchase or sale of any EOI Common Shares made pursuant to, or in connection
with, any Stock Purchase Plan) have been made in accordance, and in compliance,
with all Applicable Laws. Each of the Company and MGN America that is or has been
party to a Stock Purchase Plan has performed, and is in compliance, with all its
obligations thereunder and no event has occurred which constitutes a default, on
the party of either the Company or MGN America, under any Stock Purchase Plan. To
the best of the Company and Gazit-Globe’s knowledge, no event has occurred which
constitutes a default on the part of MSSB (as such term is defined in the MSSB
Stock Purchase Plan) under the MSSB Stock Purchase Plan or any other counterparty
to any other Stock Purchase Plan. There are no material disputes between the
Company or MGN America and any other Person (including, without limitation, any
other Person party to a Stock Purchase Plan) regarding or relating to a Stock
Purchase Plan.
	 
	14.12.5.	 	The sole purpose of each of the Company and MGN America is to hold that part of the
Collateral pledged by it under the Pledge Agreement to which it is party as pledgor, the
holding of additional EOI Common Shares, to incur and assume Indebtedness to the Bank, BLL and
the Collateral Agent pursuant to the terms of the Loan Documents and the BLL Loan Documents
and otherwise to conduct other Permitted Activities in accordance with clause 14.12.4 above.
Neither the Company nor MGN America has elected to be treated as a corporation for US state or
federal tax purposes.
	 
	14.13.	 	No Fraudulent Conveyance
	 
	14.13.1.	 	No Obligor has entered, and is not entering, into the arrangements contemplated under any
Loan Document or Transfer Document to which it is a party, or intends to make any transfer or
incur any obligations under any Loan Document or Transfer Document to which it is a party,
with actual intent to hinder, delay or defraud either present or future creditors.
	 
	14.13.2.	 	On and as of each Relevant Date: (a) no Obligor or other Person party to a Transfer
Document is insolvent or for any reason unable to meet its obligations as they generally
become due; (b) no Obligor or other Person party to a Transfer Document has ceased paying its
current obligations in the ordinary course of business as they generally become due; (c) the
respective assets of each Obligor or of each other Person party to a Transfer Document are, at
a fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal
process, would be, sufficient to enable payment of all its obligations, due and accruing due;
(d) the transferor of such Pledged Shares was not in breach of any obligations owing to its
secured creditors in connection with the transfer of such Pledged Shares, and (e) at the time
of such transfer to the transferee, no Person had a property interest in such Pledged Shares
that would be violated by another Person holding, transferring or dealing with such Pledged
Shares.
	 
	14.13.3	 	For the purposes of this clause 14.13: “Relevant Date” means the Transfer Date, the date of
this Agreement, the Closing Date and, in respect of paragraphs (a), (b) and (c) of clause
14.13.2 above, each date that an Advance is made;
“Transfer Documents” shall have the meaning ascribed to such term in the
Additional Conditions; and “Transfer Date” means, in respect of any Obligor, both
the date of any Transfer Document to which such Obligor is party, and the date any
transfer of EOI Common Shares or Gazit America Shares, as the case may be, is made
pursuant to any such Transfer Agreement.
	 
	14.13.4	 	By entering into this Agreement and the other Loan Documents to which it is a party and the
transactions contemplated hereby and thereby, neither the




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	 	 	Company nor Gazit-Globe is engaging
in a fraudulent transfer or conveyance (constructive or otherwise).
	 
	14.14.	 	No Interest in Gazit America Shares. As at the Closing Date, neither the Company nor
any of its affiliates holds any interest in any Gazit America Shares or any other
securities of Gazit America other than the Gazit America Pledged Shares held by Gazit
Maple.
	 
	14.15.	 	Compliance with Law. Each Obligor is in compliance, in all material respects, with all
Applicable Law, the noncompliance with which could reasonably be expected to have a
Material Adverse Effect.
	 
	14.16.	 	Investment Company. The Company is not an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment Company Act
of 1940, or the regulations under such act.
	 
	14.17.	 	ERISA. During the five-year period prior to the date on which this representation is
made or deemed made (or in the case of the Company, since the date of its formation),
neither the Company nor any Commonly Controlled Entity has sponsored, maintained or had
any obligation to contribute to any Plan subject to Title IV of ERISA or the minimum
funding requirements of Section 412 of the Code, or any Plan providing post-retirement
welfare benefits (other than group health plan continuation coverage required by
applicable law). Each Plan sponsored or maintained by the Company or any Commonly
Controlled Entity has complied in all material respects with the applicable provisions
of ERISA and the Code.
	 
	14.18.	 	Use of Proceeds. The proceeds of the Advances shall be utilized by the Company to pay
transaction costs associated with the Loan Documents, and for general limited liability
company purposes.
	 
	14.19.	 	Gazit Maple. Any and all rents payable by Gazit Maple, periodic payments owing to prior
secured creditors (if any) of Gazit Maple and any and all Canadian statutory priority
claims including, without limitation, goods and services tax, provincial retail sales
tax, workers compensation remittances, employee source deductions payable to the Canada
Revenue Agency (including, without limitation, income tax, pension plan contributions,
and employment insurance premiums) have been paid in full and/or remitted (as the case
may be) other than those that are not yet overdue.
	 
	 	 	Except where any representation is stated to be made only as at the Closing Date, the
representations and warranties set out in this clause 14 shall survive the execution of this
Agreement and shall be deemed repeated on each date that a Request for Disbursement is made
and the date the requested Advance is to be made.
	 
	15.	 	Covenants and Undertakings
	 
	 	 	The Company and Gazit-Globe each hereby covenants and undertakes to the Bank that from the
Closing Date until the Commitment has expired or been terminated and all Advances and other
sums payable or outstanding under any Loan Document have been paid in full, that it will duly
perform and comply with and/or cause the specified Person to duly perform and comply with, the
following covenants and undertakings, unless otherwise consented to in writing by the Bank:




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	15.1.	 	Loan to Value. Without prejudice to the terms and conditions hereof, the Company and
Gazit-Globe shall immediately notify the Bank if, on any Trading Day, the amount of the
Total Unpaid Outstandings exceeds the Stop Loss Limit.
	 
	15.2.	 	Shareholder Rights Plan. The Company shall not, and Gazit-Globe shall procure that no
Obligor or any other Non-Listed Subsidiary shall, vote in favor of, authorize, consent,
approve, ratify or abstain in respect of, and the Company shall, and Gazit-Globe shall
procure that each Obligor and any other Non-Listed Subsidiary shall, vote against and
otherwise oppose, any resolution of the shareholders of EOI or Gazit America
authorizing, approving, consenting or ratifying a Shareholder Rights Plan that does not
exempt from its application the Bank, BLL, the Securities Intermediary, the Collateral
Agent, any assignee under the BLL Loan Documents and any transferee of the Collateral
(or any part thereof) within the framework of a realization or foreclosure under any of
the Security Documents (any such Shareholder Rights Plan that does not exempt as
aforesaid a “Prohibited Shareholder Rights Plan”).
	 
	15.3.	 	Organizational Documents of EOI. Each of the Company and Gazit-Globe shall procure that
no amendment shall be made, directly or indirectly, to any provision of EOI’s
Organizational Documents (in the form as delivered to the Bank pursuant to clause 3.1.1
of the Amending Agreement (the “Current EOI Organizational Documents”)) that restrict
any Person “Beneficially Owning” or “Constructively Owning” shares of “Capital Stock” or
any exceptions or waivers under such Organizational Documents from any such restrictions
(including any change in the definition of the terms “Excepted Holder” and “Excepted
Holder Limit”). For this purpose, the terms “Beneficially Owning” and “Constructively
Owning” shall have the same meaning respectively ascribed to the terms “Beneficially
Own” and “Constructively Own” in the Current EOI Organizational Documents and the terms
“Capital Stock”, “Excepted Holder” and “Excepted Holder Limit”, shall have the same
meaning respectively ascribed to such terms in the Current EOI Organizational Documents.
Each of the Company and Gazit-Globe further undertakes to procure that no amendment
shall be made, directly or indirectly, to any provision of EOI’s Organizational
Documents that in any way would: (a) restrict or prohibit the pledging or transfer upon
realization of any of the EOI Pledged Shares or other part of the Collateral; (b) vary
or otherwise adversely affect any rights attaching to the EOI Pledged Shares; (c) result
in the occurrence of a Default; or (d) adversely affect the value of the Collateral as
collateral (such as, without limitation, affecting the ability of the Collateral Agent,
the Bank or BLL from exercising any of their rights or remedies with respect to the EOI
Pledged Shares as contemplated under the Loan Documents and the BLL Loan Documents).
Subject to the foregoing, the creation of a new class of equity shares in EOI shall not,
in and of itself, be a breach of the foregoing undertaking. Each of the Company and
Gazit-Globe further undertakes to notify the Bank: (i) of any proposed resolution of the
shareholders of EOI to amend, restate or otherwise adopt, new Organizational Documents
of EOI as soon as any notice to EOI’s shareholders in respect of the same is dispatched
or otherwise made available to the public; and (ii) of any amendment, restatement or
adoption of new Organizational Documents of EOI, immediately upon EOI’s and/or EOI’s
shareholders’ approval thereof.
	 
	15.4.	 	Accounting Standards. Each of the Company and Gazit-Globe undertakes that each set of
financial statements of Gazit-Globe, Gazit America, the Company, MGN America, MGN USA,
Gazit Maple and EOI and the Supplemental Information Packages and the Adjusted EOI
Financial Statements to be delivered pursuant to clause 15.8 below, shall: (a) in
respect of the financial statements of Gazit-Globe, Gazit America and EOI to be
delivered pursuant to clause 15.8 below, be prepared in accordance with GAAP, accounting
practices, standards, policies and principles and financial reference periods




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[*] = 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.


	 	 	consistent
with those applied in the preparation of the financial statements of such Persons
published prior to the date of the Amending Agreement, unless and to the extent the Bank
is notified otherwise pursuant to clause 15.6 below and Gazit-Globe elects to deliver
Corresponding Financial Statements pursuant to clause 15.7 below; (b) in respect of the
financial statements of each of the Company, MGN America, MGN USA and Gazit Maple, be
prepared in accordance with GAAP (save that, in respect of the financial statements of
the Company, MGN America and MGN USA, the value attributed to EOI Common Shares in such
financial statements may be based on their market value in lieu of any basis required by
GAAP); (c) be prepared in accordance with, and shall comply with, Applicable Law; (d)
fairly represent the financial condition of Gazit-Globe, Gazit America, the Company, MGN
America, EOI, MGN USA and Gazit Maple, as applicable, as of the dates and for the
periods stated therein; (e) in respect of each Supplemental Information Package: (i) be
prepared using the same accounting policies and practices consistent with those applied
in the preparation of the supplemental information package of EOI for the period ending
December 31, 2010, unless and to the extent the Bank is notified otherwise pursuant to
clause 15.6 below; and (ii) shall contain information extracted only from the
corresponding annual or quarterly EOI’s Financial Statements, as applicable and shall
not otherwise be inconsistent with, or contradict, such EOI’s Financial Statements; and
(f) in respect of the Adjusted EOI Financial Statements, constitute the corresponding
consolidated balance sheet and consolidated statement of operations of EOI from its
applicable annual or quarterly EOI’s Financial Statements (and, without derogating from
the foregoing, shall only contain information extracted from the balance sheet and
consolidated statement of operations of such EOI’s Financial Statements and, save for
any adjustment to be made thereto in accordance with IFRS, shall not otherwise be
inconsistent or contradict such EOI’s Financial Statements) reconciled to IFRS by the
Auditors and shall clearly set out all adjustments that have been made thereto in order
to make any such reconciliations.
	 
	15.5.	 	[Reserved]
	 
	15.6.	 	Notification of Changes in New Accounting Treatment. Each of the Company and
Gazit-Globe undertakes that it shall immediately notify the Bank in writing if, in
relation to any Relevant Financial Statement to be delivered pursuant to clause 15.8
below, there has, since the date of the Amending Agreement, been any change to GAAP
(irrespective of whether any such change has general application to other companies) or
if Gazit-Globe, Gazit America or EOI, as applicable, has adopted or introduced any
change in any of their respective accounting principles, standards, policies, practices
or financial periods (irrespective of whether any such change has general application to
other companies), any of the foregoing change, adoption or introduction of any change
hereinafter “New Accounting Treatment”.
	 
	15.7.	 	Revisions to the Financial Ratios. In the event of any New Accounting Treatment and the
Bank, in its reasonable discretion, determines that such New Accounting Treatment caused
and/or may cause any change to any Relevant Financial Statement (if such Relevant
Financial Statement had been prepared without applying any such New Accounting
Treatment), the Company, Gazit-Globe and the Bank shall negotiate in good faith any
amendments to
the financial ratio provisions contained in clause 1.1.93(b), clause 7.6.3, clause
7.6.4, clause 9.12, clause 9.13, clauses 9.18 to 9.21 (inclusive), clause 9.23 and
clause 13.3 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 Bank, the Company and Gazit-Globe with respect to such
revisions to such financial ratios within thirty (30) days of the commencement of such
negotiations, the Bank shall be entitled (without derogating from any other rights it




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	 	 	may have under this Agreement) to notify the Company of any such revisions to clause
1.1.93(b), clause 7.6.3, clause 7.6.4, clause 9.12, clause 9.13, clauses 9.18 to 9.21
(inclusive), clause 9.23 and clause 13.3 above (including any changes to the definitions
of any defined terms used therein) required by the Bank, in order to revise the relevant
financial ratios contained therein, to take into account such New Accounting Treatment
with the intention of revising such financial ratios to, what the Bank 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 Company and Gazit-Globe
from the end of the Quarter following the Quarter in which such notice is given by the
Bank to the Company. No such revision shall be made to the computation of EOI Real
Estate Assets or EOI Total Shareholders’ Equity if the New Accounting Treatment merely
consists of the adoption by EOI of IFRS in the same form as it existed immediately prior
to the Amending Agreement. Notwithstanding the above, in any such event, each of the
Company and Gazit-Globe shall be entitled to provide to the Bank, commencing from when
any such revisions of the Bank would have taken effect, at the same time any Relevant
Financial Statements, the subject of any New Accounting Treatment, are delivered to the
Bank pursuant to clause 15.8 below, corresponding Relevant Financial Statements
(“Corresponding Financial Statements”) prepared in accordance with the same GAAP,
accounting principles, standards, policies, practices and financial periods (for the
avoidance of doubt, such Corresponding Financial Statements to be audited or, in the
case of Quarterly financial statements, reviewed, by the relevant auditors of the
relevant entity), as were in effect prior to the introduction of, and without applying,
the New Accounting Treatment and, subject to the delivery thereof to the Bank (including
for each subsequent Quarter), in such a case, the provisions of clause 9.12, clause
9.13, clauses 9.18 to 9.21 (inclusive) and clause 9.23 above shall remain unaltered and
the Bank shall not be entitled to revise any such provisions and, for the purpose of
computing any ratio contained in such clauses that relate to any item derived from any
Relevant Financial Statements the subject of any New Accounting Treatment, as aforesaid,
such items shall, instead, be derived from its Corresponding Financial Statements to be
delivered to the Bank.
	 
	15.8.	 	Financial Statements, Officer’s Certificate and Financial Information. The Company and
Gazit-Globe undertake to deliver to the Bank:
	 
	15.8.1.	 	within seven (7) Business Days after the publication of Gazit-Globe’s audited consolidated
financial statements for a Financial Year or, if earlier, within ninety (90) days after the
end of each Financial Year, a copy of: Gazit-Globe’s audited annual financial statements on a
consolidated basis for that Financial Year and a copy of the Non-consolidated Expanded
Financial Statements of Gazit-Globe for that Financial Year, each consisting of a balance
sheet and statement of operations, including, in respect of the consolidated financial
statements of Gazit-Globe only, cash flows, prepared in accordance with IFRS;
	 
	15.8.2.	 	within seven (7) Business Days after the publication of Gazit-Globe’s quarterly unaudited,
reviewed and consolidated financial statements or, if earlier, within sixty (60) days after
the end of the first (1st), second (2nd) and third (3rd) Quarters of each Financial Year, a
copy of Gazit-Globe’s unaudited reviewed and
consolidated quarterly financial statements and a copy of the Non-consolidated
Expanded Financial Statements of Gazit-Globe for each such Quarter, in each case
consisting of a balance sheet and statement of operations, including, in respect
of the consolidated financial statements of Gazit-Globe only, cash flow for each
such period, prepared in accordance with IFRS;
	 
	15.8.3.	 	within seven (7) Business Days after the publication of Gazit-Globe’s audited consolidated
financial statements for a Financial Year or, if earlier, within ninety (90) days after the
end of each Financial Year: (a) the audited consolidated EOI’s Financial Statements for that
Financial Year and the corresponding Adjusted EOI




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[*] = 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.


	 	 	Financial Statements (reconciled to IFRS by
the Auditors) for that Financial Year; and (b) the audited consolidated Gazit America
Financial Statements for that Financial Year. Gazit-Globe shall also deliver the Supplemental
Information Package for each Financial Year within seven (7) Business Days after the
publication of Gazit-Globe’s audited consolidated financial statements for such Financial Year
(and, for the avoidance of doubt, Gazit-Globe shall not be in breach of its obligation to
deliver such Supplemental Information Package in the event EOI shall not publish the same on
or before the date corresponding to the date falling seven (7) Business Days after the
publication of such audited consolidated financial statements of Gazit-Globe);
	 
	15.8.4.	 	within seven (7) Business Days after the publication of Gazit-Globe’s quarterly unaudited,
reviewed and consolidated financial statements or, if earlier, within sixty (60) days after
the end of the first (1st), second (2nd) and the third (3rd) Quarters of each Financial Year,
a copy of the unaudited reviewed and consolidated: (a) EOI’s Financial Statements for each
such Quarter and the corresponding Adjusted EOI Financial Statements (reconciled to IFRS by
the Auditors) for each such Quarter; and (b) the Gazit America Financial Statements for each
such Quarter. Gazit-Globe shall also deliver the Supplemental Information Package for each
such Quarter within seven (7) Business Days after the publication of Gazit-Globe’s quarterly
unaudited consolidated financial statements for such Quarter (and, for the avoidance of doubt,
Gazit-Globe shall not be in breach of its obligations to deliver such Supplemental Information
Package in the event EOI shall not publish the same on or before the date corresponding to the
date falling seven (7) Business Days after the publication of such unaudited, reviewed and
consolidated financial statements of Gazit-Globe);
	 
	15.8.5.	 	within seven (7) Business Days after the publication of Gazit-Globe’s consolidated
financial statements for a Financial Year or, if earlier, within ninety (90) days after the
end of each Financial Year, a copy of each of the Company’s, MGN America’s, MGN USA’s and
Gazit Maple’s respective audited financial statements;
	 
	15.8.6.	 	within seven (7) Business Days after the publication of Gazit-Globe’s quarterly unaudited,
reviewed consolidated financial statements or, if earlier, within sixty (60) days after the
end of the first, second or third Quarters of each Financial Year, a copy of each of the
Company’s, MGN America’s, MGN USA’s and Gazit Maple’s respective unaudited, unreviewed by the
Auditors, quarterly financial statements, together with a certificate from the Auditor
certifying the amount of the respective Indebtedness, as at the end of each such Quarter, of
each of the Company, Gazit, 1995, MGN America and MGN USA under Subordinated Shareholder
Loans;
	 
	15.8.7.	 	at the same time as any financial statements of Gazit-Globe and/or EOI and/or Gazit America
and/or of the Company and/or of MGN America and/or MGN USA and/or Gazit Maple and/or the
Adjusted EOI Financial Statements are delivered to the Bank pursuant to this clause 15.8: (a)
a certificate, in the form set out in
Schedule C attached hereto (“Compliance Certificate”), signed by the Chief
Financial Officer or the Chief Executive Officer of Gazit-Globe: (i) certifying
and setting out in detail, its computation, as at the date of the last day of the
period covered by such financial statements, of each of the financial ratios set
out in clause 9.12, clause 9.13, clauses 9.18 to 9.21 (inclusive) and clause 9.23
above; (ii) in the event of any New Accounting Treatment applying to any of the
foregoing financial statements, setting forth details of such New Accounting
Treatment; (iii) confirming that no Default has occurred and is continuing (or if
any such Default is continuing, specifying the relevant Default and the steps, if
any, being taken to remedy it); (iv) confirming the amount of Promote taken into




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	 	 	account in the revenues of EOI for the period covered by such Compliance
Certificate; (v) confirming that neither the Company nor MGN America has any
Indebtedness except for Permitted Indebtedness; and (vi) setting out any other
information required under this Agreement to be included in such certificate; (b)
a certificate in a form reasonably satisfactory to the Bank, from the Auditors,
certifying, in respect of any Adjusted EOI Financial Statements, its
reconciliation to IFRS and its calculation of the NAV and NAV Per EOI Share as at
the end of the period covered by such Adjusted EOI Financial Statements, together
with the adjustments to IFRS and the computation of the financial ratios referred
to above in the respective formats of Schedules B1 and B2 hereto
and any further adjustments if any Corresponding Financial Statements are to be
delivered pursuant to clause 15.7 above; and (c) any Corresponding Financial
Statements, to the extent such financial statements are to be delivered pursuant
to clause 15.7 above, for each Quarter or Financial Year of EOI, Gazit America or
Gazit-Globe, as applicable;
	 
	15.8.8.	 	promptly, such information publicly available (in respect of EOI and Gazit America)
regarding the financial condition, business, assets and operations of the Obligors, Gazit
America and EOI (including any reasonably requested amplification or explanation of any item
in EOI’s Financial Statements, Gazit-Globe’s financial statements, the Non-consolidated
Expanded Financial Statements of Gazit-Globe, the Supplemental Information Packages, the
Adjusted EOI Financial Statements, the Gazit America Financial Statements, pro forma financial
statements referred to in clause 9.9.2 above, the Compliance Certificates or other material
provided by Gazit-Globe under this Agreement) as the Bank may, from time to time, reasonably
request;
	 
	15.8.9.	 	promptly, upon the Bank’s request, a certificate signed by Gazit-Globe’s Chief Financial
Officer or the Chief Executive Officer certifying that no Default has occurred and is
continuing (or if any such Default is continuing, specifying the relevant Default and the
steps, if any, being taken to remedy it);
	 
	15.8.10.	 	without derogating from clause 9.8 above, promptly, details of any Change in Control;
	 
	15.8.11.	 	without derogating from clause 9.13 above, details of any issuance of any shares in EOI or
Gazit America after the Closing Date (including, without limitation, the issuance of options,
warrants and any other securities or rights convertible, exchangeable or exercisable into any shares (of whatever class or series) of EOI or Gazit America, as applicable) constituting (together with any other share issuances made on or after the Closing Date or the last date on
which any information in respect of EOI or Gazit America, as the case may be, is provided
under this clause 15.8.11, as applicable) at least one percent (1%) of the issued and
outstanding share capital of EOI on a Fully Diluted Basis or of Gazit America, as applicable,
as at the last day of the Quarter immediately preceding such issuance, but excluding any
issuance of securities to directors, officers, employees and consultants of EOI or Gazit
America, as applicable, or any of
their respective Subsidiaries, as applicable, within five (5) Business Days of the
reporting of any such issue to the US Securities Exchange Commission or the
Ontario Securities Commission or any other applicable securities commission, as
applicable) or, if earlier, after Gazit-Globe becoming aware of any such issue;
	 
	15.8.12.	 	within five (5) Business Days after they are received by the Company and MGN America,
copies of all documents dispatched by EOI to its shareholders relating to: (a) any change in
EOI’s Organizational Documents; (b) any merger (including, without limitation, any
Reorganization or Merger (as defined in clause 9.9 above)); (c) any tender offer for any
securities of EOI; (d) any recapitalization or




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	 	 	change in the share capital of EOI; (e) the
liquidation or dissolution of EOI; (f) the delisting of any EOI Common Shares from any stock
exchange; (g) the sale of all or substantially all of the assets of EOI; or (h) any other
matter that adversely affects the Collateral or which reasonably likely results in or will
result in the failure to achieve or comply with, or impairs the performance or satisfaction
of, any financial ratio or other undertaking or representation under the Finance Documents or
which otherwise relates to a Material Adverse Effect;
	 
	15.8.13.	 	within five (5) Business Days after its filing with the US Securities and Exchange
Commission, a copy of: (a) any filing made by any Person pursuant to Schedules 13D or 13G or
Section 16 of the US Securities Exchange Act, 1934; provided that, with respect to any filing
made pursuant to Section 16 as aforesaid: (i) where Gazit-Globe has notified the Bank of the
filing made by a specific Person under Section 16, as aforesaid, no subsequent notification of
a filing by such Person under Section 16, as aforesaid, to the Bank need be made, where such
Person is Gazit or its affiliates, unless such filing relates to any disposal of any EOI
Common Shares or, in respect of any other Person, where such filing had been made as a result
of the acquisition or disposal of EOI Common Shares constituting (taking into account previous
acquisitions and disposals of such Person not notified to the Bank), in the aggregate, less
than 1% (one percent) of the then issued share capital of EOI; and (ii) no copy of such filing
need be given to the Bank to the extent such filing is required to be made to the SEC by an
officer or director of EOI by virtue only of his acting as an officer or director of EOI and
not for any other reason; and (b) any filing made by EOI on Form 8-K where any such filing has
been made due to the occurrence of any of the events set forth in items 1.03, 4.02, 5.01 or
5.03 of such form or any event referred to in paragraph (h) of clause 15.8.12 above;
	 
	15.8.14.	 	within five (5) Business Days after they are received by Gazit Maple, copies of all
documents dispatched by Gazit America to its shareholders relating to any of the matters, or
their Canadian or Ontario law equivalent, referred to in clause 15.8.12 above, as if each
reference therein to “EOI” were a reference to “Gazit America”; and
	 
	15.8.15.	 	at the same time as they are dispatched, copies of all documents dispatched by Gazit-Globe
to its shareholders or its creditors generally (or any class of them) which relate to any of
the matters, or their Israeli law equivalent, referred to in paragraphs (b) and (h) of clause
15.8.12 above, as if every reference therein to “EOI” were a reference to “Gazit-Globe”. In
addition, Gazit-Globe shall deliver, immediately upon their being filed, any immediate report
concerning any Person becoming, or ceasing to be, a “controlling person” in Gazit-Globe (as
such term is defined in the Israeli Securities Law, 1968).
	 
	15.9.	 	Auditors Assistance. Gazit-Globe shall authorize and instruct its Auditors, at the
expense of Gazit-Globe, to discuss with the Bank: (a) any financial statements of
Gazit-Globe (including, for the avoidance of doubt, any Non-consolidated Expanded
Financial Statements of Gazit-
Globe); (b) Gazit-Globe’s financial position; (c) any reconciliation performed by the
Auditors in order to reconcile any balance sheet and statement of operation of EOI,
extracted from EOI’s Financial Statements, to IFRS; (d) the Auditors’ calculation of EOI
NAV and NAV per EOI Share; (e) any reconciliation made to any financial statement in
order to prepare any Corresponding Financial Statement delivered by the Company and/or
Gazit-Globe pursuant to clause 15.7 above; (f) the Gazit America Financial Statements;
(g) the effects of any New Accounting Treatment the subject of any notification made
under clause 15.6 above; and/or (h) any other report or information required to be given
by the Auditors in accordance with this Agreement. In the event the Bank shall notify
Gazit-Globe that the Bank wishes to discuss any of the foregoing




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	 	 	with the Auditors then
Gazit-Globe shall procure that the Auditors shall comply with such instructions and
shall further instruct the Auditors to disclose to the Bank such information which the
Bank may reasonably request. Gazit-Globe shall be entitled to be present at any meeting
between the Auditors and the Bank in connection with the foregoing.
	 
	15.10.	 	Company Assistance. Gazit-Globe shall procure that its Chief Financial Officer and, if
applicable, Chief Executive Officer, shall discuss with the Bank any Compliance
Certificate delivered by Gazit-Globe to the Bank and shall as soon as practicable
provide the Bank with all such information as the Bank may reasonably request in
connection with Gazit-Globe’s calculations or determination of any accounting expression
or financial ratio (including any items or components thereof and the effects of any New
Accounting Treatment the subject of any New Accounting Notification) set forth in any
Compliance Certificate.
	 
	15.11.	 	Regulations of the Board of Governors. None of the proceeds of any Advance and/or Other
Credit will be used, directly or indirectly, to purchase or carry any “margin stock” (as
defined in Regulation U (12 CFR, Part 221) of the Board of Governors of the Federal
Reserve System) or for any purpose that will violate, or cause the Company or the
Guarantors to be in violation of, Regulation X (12 CFR, Part 224) of the Board of
Governors of the Federal Reserve System. Neither the Company, nor the Guarantors, nor
any subsidiary, nor any agent acting on its behalf has taken or will take (or has
omitted or will omit to take) any action which might cause the Loan Documents and/or any
of the Security Documents (including, without limitation, the aforesaid Pledge
Agreements), any borrowing, or the making of any borrowing, under the Credit and/or
Other Credit, or the application of the proceeds of any borrowing under the Credit
and/or Other Credit to violate Regulation X or U or any other regulation of the Board of
Governors of the Federal Reserve System, or to violate the Securities Exchange Act of
1934, as amended, in each case as in effect on the date or dates of such borrowing and
use of proceeds. The Company is not controlled by, or acting on behalf of, or in
conjunction with, any “United States Person” to obtain credit outside the United States
of America to purchase or to maintain, reduce or retire indebtedness originally incurred
to purchase, any “United States Security” within the meaning of such terms under said
Regulation X as amended.
	 
	15.12.	 	Disclosure of Sources of Repayment. If and to the extent any repayment on account of
any Advance (including interest thereon) is to be made by way of a direct transfer of
funds from outside of the United States of America to the Bank, then the Company shall
deliver to the Bank a notice, setting out the sources of such payment, concurrently
therewith, such notice to include any information reasonably required by the Bank with
respect to funds originating from abroad.
	 
	15.13.	 	The Company and MGN America
	 
	15.13.1.	 	The Company shall not, and Gazit-Globe shall procure that neither the Company nor MGN
America shall, assume, incur or otherwise permit to be outstanding any Indebtedness or any
other obligation of whatsoever nature, save for Permitted Indebtedness. In addition, the
Company shall not, and Gazit-Globe shall procure that neither the Company nor MGN America
shall, be a party to, or its assets bound by, any contract, agreement, commitment or
undertaking other than under: (a) any Loan Document or BLL Loan Document to which it is a
party; (b) any Subordinated Shareholder Loan Agreement to which it is a party as a borrower;
(c) without derogating from clause 15.14 below, the Voting Agreements (other than those Voting
Agreements that have, after the date hereof, terminated or expired in accordance with their
respective terms) to which it is a party; (d) any




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[*] = 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.


	 	 	Approved Voting Agreement (as defined in
clause 15.14.3 below, other than those Approved Voting Agreements that have, after the date
hereof, terminated or expired in accordance with their respective terms) to which it is a
party; (e) without derogating from clause 15.13.5 below, any Stock Purchase Plan; and (f) the
making of intercompany loans pursuant to which neither the Company nor MGN America has any
commitment, liability or obligation. Without derogating from the undertakings of the Company
and Gazit-Globe set forth in this clause 15.13.1, the Company shall and Gazit-Globe shall
procure that the Deferred Tax Liability shall at all times not be Indebtedness of the Company
or MGN America and, without derogating from its foregoing undertakings as aforesaid, if and to
the extent any Deferred Tax Liability becomes payable by either the Company or MGN America,
the Company and Gazit-Globe undertake, jointly and severally, to forthwith pay such
Indebtedness.
	 
	15.13.2.	 	The Company shall not, and Gazit-Globe shall procure that neither the Company nor MGN
America shall, do any of the following: (a) carry on any business of whatsoever nature save
for the holding of, or having an interest in, that part of the Collateral pledged by the
Company or MGN America under the Pledge Agreement to which it is party as pledgor and, subject
to clause 15.13.4 below, the holding of additional EOI Common Shares and any other Permitted
Activities; (b) subject to clauses 7.6 and 7.7 above and clause 15.13.4 below, sell, transfer
or otherwise dispose of any of the Collateral (including, without limitation, the EOI Pledged
Shares) or any rights arising therein or in relation thereto; (c) make any loans or advances
or give any guarantee to, or for the benefit of, any other Person, save in favor of the Bank
under the Loan Documents and BLL under the BLL Loan Documents and save for the making of
intercompany loans pursuant to which neither the Company nor MGN America shall have any
commitment, liability or obligation; (d) amend its Organizational Documents in any respect
without the prior written consent of the Bank and BLL; (e) issue, release or purchase (other
than the purchase of EOI securities) any securities (including, without limitation, any
security convertible into membership interests), unless, in respect of the issue by it of any
securities, such securities are issued to, released to, or purchased by, a Guarantor
Shareholder and simultaneously duly pledged by way of a first priority perfected security
interest in favor of the Collateral Agent for the benefit of the Bank and BLL to secure
repayment of the Secured Obligations under a Security Document; and (f) elect to be treated as
a corporation for US state or federal tax purposes.
	 
	15.13.3.	 	The Company shall not, and Gazit-Globe shall procure that neither the Company nor MGN
America shall, assume, incur or otherwise permit to be outstanding any Indebtedness of
whatsoever nature under a Subordinated Shareholder Loan unless such Subordinated Shareholder
Loan shall have first been duly pledged, by the relevant Subordinated Lender, by way of a
first priority perfected security interest in favor of the Collateral Agent for the benefit of
the Bank and BLL to secure repayment of the Secured Obligations under a Pledge Agreement that
has been executed and delivered to the Collateral Agent either on or before the
Closing Date and/or otherwise, if made after the Closing Date, under a Pledge
Agreement in form and substance reasonably acceptable to the Collateral Agent, the
Bank and BLL and in respect of which the Collateral Agent, the Bank and BLL had
first received a legal opinion in a form reasonably acceptable to them. Without
derogating from clause 7.7 above, for so long as no Default has occurred or is
continuing, or will occur as a result of the repayment of principal or interest on
any Subordinated Shareholder Loans, the Company or MGN America may repay principal
and interest of a Subordinated Shareholder Loan in accordance with the provisions
of the Company/MGN America Subordination Agreement.






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	15.13.4.	 	The Company may not and Gazit-Globe shall procure that MGN America may not purchase
any EOI Common Shares or sell any EOI Common Shares (including, without limitation,
permitting, or giving any instructions for, the purchase, or sale of any EOI Common Shares
pursuant to, or in connection with a Stock Purchase Plan) unless any such purchase or sale, as
applicable is made in accordance, and in compliance with all Applicable Laws.
	 
	15.13.5.	 	Without derogating from the undertaking in clause 15.13.1 above, in the event the Company
or MGN America is, or is to become, a party to, bound by, or subject to any written plan for
trading securities that meets the criteria as set forth in Rule 10b5-1(c) under the US
Securities Exchange Act of 1934 (“Rule 10b5-1 Plan”), then the Company and Gazit-Globe shall
procure that such Rule 10b5-1 Plan shall, at all times, be a Stock Purchase Plan. For the
purposes of this Agreement, a “Stock Purchase Plan” means the MSSB Stock Purchase Plan or any
other Rule 10b5-1 Plan that: (A) is on identical terms to the terms as set forth in the MSSB
Stock Purchase Plan (other than, without derogating from clause 15.13.4 above, the written
instructions concerning the purchase of EOI Common Shares set forth in Appendix A thereto and
that the identity of the “Purchaser” thereunder may be the Company) provided that a true copy
thereof is delivered to the Bank as soon as practicable after the execution thereof; or (B)
has been approved in writing by the Bank in advance, which approval, without derogating from
the requirement to receive such approval in advance, shall be given in the event that such
plan is on substantially the same terms as the MSSB Stock Purchase Plan (other than, without
derogating from clause 15.13.4 above, the written instructions concerning the purchase of EOI
Common Shares which need not be disclosed to the Bank and that the identity of the “Purchaser”
thereunder may be the Company and the counterparty thereto need not be MSSB). The Company and
Gazit-Globe shall further procure that: (a) each of the Company and MGN America party to a
Stock Purchase Plan shall comply with, and perform all its obligations thereunder; (b) without
derogating from the final sentence of this clause 15.13.5, neither the Company nor MGN America
shall incur or assume any Indebtedness under or in connection with any Stock Purchase Plan
(including without limitation, in respect of any activity undertaken or contemplated
thereunder) other than the payment by the Company or MGN America, as applicable, of commission
to the counterparty thereto pursuant to the terms of such Stock Purchase Plan (which
Indebtedness will be funded from: (i) monies withdrawn from the Company’s Securities Account
or MGN America’s Securities account, as applicable, pursuant to clause 7.7 above; (ii) the
proceeds of any Subordinated Shareholder Loans made to the Company or MGN America; (iii)
without derogating from clause 15.13.2 above, the proceeds from any subscription monies
received by the Company or MGN America, as applicable, on account of the issue of any
securities by such party; or (iv) without derogating from clauses 7.6, 7.7 and 15.13.4 above,
the proceeds from the sale of any EOI Common Shares or any distributions made in respect of
any EOI Common Shares); and (c) no Stock Purchase Plan shall be amended or modified in any way
unless any such amendment or modification is approved in advance, in writing, by the Bank,
which approval, without derogating from the requirement to receive such approval in advance,
shall be given if such amendment or modification is not adverse to the interests of the Bank
or if, after taking into account any such amendment or modification, such Stock Purchase
Option Plan is on terms substantially the same, in all material respects, as a Stock Purchase
Plan previously approved by the Bank pursuant to sublcause (B) of this clause 15.13.5 above.
No approval need be given by the Bank where the amendment or modification provides merely for
the extension of the term of Stock Purchase Plan or, subject to clause 15.13.4 above and the
preceding provisions of this clause 15.13.5 above, amends the written instructions concerning
the purchase of EOI Common Shares, which need not be disclosed to the Bank. For the avoidance of




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	 	 	doubt: (1) the termination or expiry of the Stock Purchase Plan, in
circumstances substantially similar to those as set forth in Section E of the MSSB
Stock Purchase Plan, shall not, in and of itself, constitute a Default under this
clause 15.13.4; and (2) without derogating from clause 15.13.4 above and the
preceding provisions of this clause 15.13.5, if the terms of a Stock Purchase Plan
contain warranties and indemnities substantially similar, in all material
respects, to the warranties and indemnities as set forth in Sections B and F
(together with the limitation set out therein) of the MSSB Stock Purchase Plan,
then, provided, and for so long as, the Company or MGN America, as applicable, is
not in breach of any such warranties and provided further, and for so long as, no
event or circumstance has arisen that gives rise to a claim for indemnification
thereunder, the giving of such warranties and indemnities shall not, in and of
itself, constitute a Default under this clause 15.13.5 (it being understood, for
the avoidance of doubt, that any such breach, event or circumstance, shall
constitute a Default).






	15.14.	 	Negative Pledge
	 
	15.14.1.	 	The Company and Gazit-Globe shall not, and Gazit-Globe shall procure that no Obligor
shall, create or permit to subsist any Encumbrance: (a) on any part of the Collateral,
including, without limitation, on the Pledged Shares (save for: (i) Encumbrances created in
favor of the Collateral Agent for the benefit of the Bank and BLL under the Security
Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated Shareholder Loan, save
for Encumbrances created in favor of the Collateral Agent for the benefit of the Bank and BLL
under the Security Documents; and (c) over any bank or deposit account that may be opened by
the Company or MGN America (save for: (i) Encumbrances created in favor of the Collateral
Agent for the benefit of the Bank and BLL under the Security Documents; and (ii) Permitted
Encumbrances.
	 
	15.14.2.	 	The Company shall not, and Gazit-Globe shall procure that neither the Company nor MGN
America shall, be a party to, or permit any of its EOI Pledged Shares to be bound by, subject
to, restricted or limited by, or otherwise bound by, any options, proxies (other than the
Irrevocable Proxies), voting agreements, voting trusts, tag-along rights, co-sale rights,
drag-along rights or similar such rights other than the tag-along rights and voting agreements
as set forth in the Voting Agreements in their form as delivered to the Bank pursuant to the
Amending Agreement (or, subject to clause 15.14.5 below, as otherwise may be amended after
such date or terminated or expired, after such date, in accordance with their respective
terms) and in any other Approved Voting Agreement (as defined below) in respect of which it is
a party, provided that such tag-along rights and voting agreements shall not apply in the
event of any sale or realization of any of the Collateral nor will otherwise bind the
Collateral Agent, the Bank, BLL or any third party purchaser of any part of the Collateral
upon the realization of any of the Encumbrances purported to be created under the Security
Documents.
	 
	15.14.3.	 	Gazit-Globe shall procure that none of the Gazit America Pledged Shares and no pledgor
(including, without limitation, Gazit Maple) of the Gazit America Pledged Shares shall be
party to, or bound by, subject to, restricted or limited by or otherwise bound by any options,
proxies, voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights
or similar such rights other than under an Approved Voting Agreement. For the purposes of
this Agreement, an “Approved Voting Agreement” is a voting agreement that has been approved in
writing by the Bank in advance, which approval, without derogating from the requirement to
receive such approval in advance, shall be given in the event the only obligations in
connection therewith which affects any of the Pledged Shares are as follows: (a) without
derogating from clause 9.8 above, an undertaking to vote at a shareholders’ meeting in favor of the election of a Person as a director




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		 	of the relevant company; and (b) without derogating from clauses 7.5 and 7.6
above, with respect to EOI Common Shares, tag-along or co-sale rights on the sale
of such shares, provided that any such rights terminate, with no liability on the
part of the Collateral Agent, the Bank, BLL, any Obligor or any other Person in
connection therewith, upon the realization of any Encumbrances purported to be
created under any of the Security Documents.






	15.14.4.	 	Gazit-Globe shall procure that none of the Guarantor Shareholders (in respect of any
shares in the Company or MGN America or in respect of the EOI Pledged Shares held by the
Company or MGN America) nor any shares or other securities in the Company or MGN America shall
be bound by, subject to, restricted or limited by, or otherwise affected by any options,
proxies, voting agreements, voting trusts, tag-along rights, co-sale rights, drag-along rights
or similar such rights (other than, for the avoidance of doubt, with respect only to EOI
Pledged Shares held by the Company and MGN America, procuring that the Company and MGN America
shall comply with such of the Guarantor Shareholders’ obligations under a Voting Agreement or
Approved Voting Agreement to which they are party with respect to the EOI Pledged Shares held
by the Company and MGN America).
	 
	15.14.5.	 	Gazit-Globe shall procure that no Voting Agreement or Approved Voting Agreement shall be
amended or modified in any way unless any such amendment or modification is approved in
advance, in writing, by the Bank, which approval, without derogating from the requirement to
receive such approval in advance, shall be given if such amendment or modification would have
been approved pursuant to clause 15.14.3 above if the same had been a new Approved Voting
Agreement. No approval need be given by the Bank where the amendment or modification provides
merely for the extension of the term of any Voting Agreement or Approved Voting Agreement. For
the avoidance of doubt, the termination or expiry of a Voting Agreement or an Approved Voting
Agreement, in accordance with its terms, shall not, in and of itself, constitute a Default
under this clause 15.14.5.
	 
	15.15.	 	Nominee Directors. Gazit-Globe shall promptly notify the Bank, in writing, of the
identity of each individual it, or any of its affiliates, has, or will, nominate, from
time to time, to the Board of Directors of EOI and in respect of whom it, or any of its
affiliates, has directed a party (not being an affiliate of Gazit-Globe) to a Voting
Agreement or an Approved Voting Agreement, pursuant to such Voting Agreement or Approved
Voting Agreement, to vote, or cause to be voted, its and/or its affiliates’ securities
in EOI in favor of such nomination at a shareholders’ meeting of EOI (any such
individual nominated, as aforesaid, a “Nominated Director”), such notification shall, in
addition, identify those individuals, in respect of whom it or any of its affiliates has
so directed, as aforesaid, in order to comply with any obligation that Gazit-Globe or
any of its affiliates may have under any other Voting Agreement or Approved Voting
Agreement (any such individual, a “Third Party Directed Nominated Director”). For so
long as any Voting Agreement or Approved Voting Agreement is in force, if at any time
the majority of the Board of Directors of EOI is not comprised of Nominated Directors
(disregarding, for the avoidance of doubt, any Third Party Directed Nominated Director),
then such event shall be deemed to constitute prima facie evidence that a Change of
Control pursuant to paragraph (b)(8) of clause 1.1.24 above shall have occurred.
	 
	15.16.	 	Rights attaching to the EOI Common Shares. Gazit-Globe shall procure that at all times:




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	15.16.1.	 	the rights attaching to the EOI Pledged Shares shall constitute not less than [***]%
([***] percent) of all the Means of Control of EOI on a Fully Diluted Basis; and
	 
	15.16.2.	 	the rights attaching to the Qualified EOI Common Shares shall constitute not less than
[***]% ([***] percent) of all the Means of Control of EOI on a Fully Diluted Basis and for
this purpose “Qualified EOI Common Shares” means: (a) the EOI Pledged Shares; and (b) the EOI
Common Shares (other than the EOI Pledged Shares) which are both: (i) free and clear of any
Encumbrances other than Permitted Encumbrances and other than Encumbrances created in favor of
any member(s) of the Bank Leumi Group to secure any Indebtedness other than Secured
Obligations; and (ii) held solely by: (1) Gazit-Globe; (2) any Non-Listed Subsidiary
wholly-owned, directly or indirectly, by Gazit-Globe, provided that the issued share capital
and all other securities of such Non-Listed Subsidiary (including, if any, all intermediate
holding companies of such Non-Listed Subsidiary) are free and clear of Encumbrances (other
than Encumbrances created in favor of any member(s) of the Bank Leumi Group); or (3) any
Listed Subsidiary, provided: (A) in respect of any Listed Subsidiary which is a public
company: (I) it has no intermediate holding company which is a public company (excluding, for
the avoidance of doubt, Gazit-Globe); (II) a majority of all the Means of Control of such
Listed Subsidiary are held by Gazit-Globe or a wholly-owned Non-Listed Subsidiary of
Gazit-Globe; and (III) the issued share capital and all other securities of such Listed
Subsidiary that are held by Gazit-Globe or such Non-Listed Subsidiary (including any
intermediate holding company of such Non-Listed Subsidiary), are free and clear of any
Encumbrances (other than Encumbrances created in favor of any member(s) of the Bank Leumi
Group); and (B) in respect of a Listed Subsidiary which is a private company, such company
shall be a wholly-owned Subsidiary of a Listed Subsidiary which is a public company referred
to in sub-paragraph (A) of this clause 15.16.2(3) and the issued share capital and all other
securities of such Listed Subsidiary are free and clear of any Encumbrances (other than
Encumbrances created in favor of any member(s) of the Bank Leumi Group).
	 
	15.17.	 	Rights attaching to the Gazit America Pledged Shares. Gazit-Globe shall procure that at
all times the rights attaching to the Gazit America Pledged Shares shall constitute a
majority of all of the Means of Control of Gazit America.






	15.18.	 	Gazit America
	 
	15.18.1.	 	Gazit-Globe undertakes that neither it nor any of its Non-Listed Subsidiaries (including,
for the avoidance of doubt, Gazit Maple) shall, after the Closing Date, acquire any Gazit
America Shares or any other securities of Gazit America unless such Gazit America Shares and
other securities shall, upon any such acquisition: (a) be duly pledged by way of a perfected
first security interest in favor of the Collateral Agent for the benefit of the Bank and BLL
to secure repayment of the Gazit-Globe Secured Solo Obligations and Gazit-Globe’s obligations
under the Gazit-Globe Guarantee under a Security Document in form and substance reasonably
acceptable to the Bank and BLL and in respect of which the Bank and BLL had first received a
legal opinion in a form reasonably acceptable to the Bank and BLL; (b) be deposited in, and
credited as financial assets to, securities accounts established and maintained by the
relevant pledgor in New York, New York, USA, with Leumi Investment Services Inc. and cleared
and carried by Pershing LLC; (c) such securities accounts and all securities and other
financial assets credited thereto shall, without limiting the generality of the preceding
paragraph (a) of this clause 15.18.1, be duly pledged in the manner contemplated under the
said paragraph (a); and (d) if any such acquisition is to




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	 	 	be made by a Non-Listed Subsidiary that is not a party to a
Guarantee, such Non-Listed Subsidiary shall before acquiring any Gazit America
Pledged Shares which are required to be pledged under this clause 15.18.1, enter
into and deliver to the Collateral Agent a guarantee, in the same form, mutatis
mutandis, as the Guarantee entered into by Gazit Maple and delivered to the
Collateral Agent or the Bank as a condition precedent under the Amending
Agreement. Notwithstanding the foregoing, no such pledging of Gazit America Shares
acquired by Gazit-Globe or any Non-Listed Subsidiary after the Closing Date, not
otherwise automatically pledged under the terms of any Pledge Agreement, shall be
required where any such Gazit America Shares acquired, as aforesaid, constitute,
together with any other Gazit America Shares held by Gazit-Globe or any Non-Listed
Subsidiary that are not, in accordance with this sentence of this clause 15.18,
pledged in favor of the Collateral Agent, less than 1% (one percent) of the issued
share capital of Gazit America. For the avoidance of doubt of all bonus shares
and other related rights distributed or issued in respect of, any Gazit America
Pledged Shares to an Obligor shall, despite the foregoing, be pledged, in favor of
the Collateral Agent for the benefit of the Bank and BLL to secure repayment of
the Gazit-Globe Secured Solo Obligations and Gazit-Globe’s obligations under the
Gazit-Globe Guarantee in accordance with the terms of the relevant Pledge
Agreement.
	 
	15.18.2.	 	Gazit-Globe shall procure that no amendment shall be made, directly or indirectly, to
Gazit America’s Organizational Documents that in any way would: (a) restrict or prohibit the
pledging, or transfer upon realization, of any of the Gazit America Pledged Shares or other
part of the Collateral; (b) vary or otherwise adversely affect any rights attaching to the
Gazit America Pledged Shares; (c) result in the occurrence of a Default; or (d) adversely
affect the value of the Collateral as collateral (such as, without limitation, affecting the
ability of the Collateral Agent, the Bank or BLL from exercising any of their rights or
remedies with respect to the Gazit America Pledged Shares as contemplated under the Loan
Documents and the BLL Loan Documents). Gazit-Globe further undertakes to notify the Bank: (i)
of any proposed resolution of the shareholders of Gazit America to amend, restate or otherwise
adopt, new Organizational Documents of Gazit America as soon as any notice to Gazit America’s
shareholders in respect of the same is dispatched or otherwise made available to the public;
and (ii) of any amendment, restatement or adoption of new Organizational Documents of Gazit
America, immediately upon Gazit America’s and/or Gazit America’s shareholders’ approval
thereof.
	 
	15.19.	 	Guarantor Shareholders. Gazit-Globe shall procure that: (a) no Guarantor Shareholder
shall assume, incur or otherwise permit to be outstanding any Indebtedness of whatsoever
nature to Gazit-Globe or any affiliate of Gazit-Globe other than Indebtedness under a
Subordinated Shareholder Loan made by a Subordinated Lender to such Guarantor
Shareholder; (b) subject to the final sentence of this clause 15.19, all rights of the
relevant Subordinated Lender in respect of such Subordinated Shareholder Loan shall have
been first duly pledged by the relevant Subordinated Lender by way of a first priority
perfected security interest in favor of the Collateral Agent for the benefit of the Bank
and BLL to secure repayment of the Secured Obligations (c) the aggregate outstanding
principal amount (disregarding for this purpose any capitalized or rolled up interest)
of Subordinated Shareholder Loans made by the Subordinated Lenders to the Guarantor
Shareholders under Subordinated Shareholder Loans shall not at any time before the
Termination Date (as such term is defined in the Company/MGN America Subordination
Agreement) be less than $250 million; and (d) any pledge referred to in the preceding
paragraph (b) shall have been made under a Pledge Agreement, that had been executed and
delivered to the Collateral Agent for the benefit of the Bank and BLL by the relevant
Subordinated Lender either on or before the Closing Date and/or otherwise, if made




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	 	 	after the date hereof, under a Pledge Document, executed and
delivered to the Collateral Agent for the benefit of the Bank and BLL by the relevant
Subordinated Lender, which is in a form and substance reasonably acceptable to the
Collateral Agent, the Bank and BLL and in respect of which the Collateral Agent, the
Bank and BLL had first received a legal opinion in a form reasonably acceptable to them.
For the avoidance of doubt, but without derogating from the foregoing: (i) no
Subordinated Lender shall have any obligation to grant a security interest in favor of
the Collateral Agent for the benefit of the Bank or BLL, as aforesaid, in respect of a
Subordinated Shareholder Loan made by a Subordinated Lender to a Guarantor Shareholder,
so long as Subordinated Shareholder Loans made by the Subordinated Lenders to one or
both Guarantor Shareholders, in the aggregate outstanding principal amount (disregarding
any interest or rolled up or capitalized interest) of not less than $250 million, are
then pledged to the Collateral Agent by way of a first priority perfected security
interest in favor of the Collateral Agent for the benefit of the Bank and BLL to secure
repayment of the Secured Obligations as described in the preceding paragraph (b) of this
clause 15.19; and (ii) for so long as no Default has occurred or is continuing, or will
occur as a result of the repayment of principal or interest on any Subordinated
Shareholder Loans, a Guarantor Shareholder may repay principal and interest of a
Subordinated Shareholder Loan in accordance with the provisions of the Guarantor
Shareholder Subordination Agreement, provided that the principal amount (disregarding
for this purpose any capitalized or rolled up interest) of outstanding advances made to
one or both Guarantor Shareholders under Subordinated Shareholder Loans, shall not be
less than USD 250 million after any such repayment.
	 
	15.20.	 	Further Assurance. The Company shall (and Gazit-Globe shall procure that each Obligor
shall), at its expense, promptly do all such acts or execute all such documents
(including assignments, transfers, pledges, liens, charges, notices and instructions) as
the Collateral Agent or the Bank may reasonably request (and in such form as the
Collateral Agent may reasonably require): (a) to perfect the security created or
intended to be created under or evidenced by the Security Documents and/or for the
exercise of any rights, powers and remedies of the Collateral Agent, the Bank or BLL
provided by or pursuant to the Loan Documents, the BLL Loan Documents or by law; and/or
(b) to facilitate the realization of the assets which are, or are intended to be, the
subject of any Security Document in each case in accordance with such Security Document
and Applicable Law. The Company shall also (and Gazit-Globe shall procure that each
Obligor shall), at its expense, take all such action (including making all filings and
registrations) as may be reasonably necessary for the purpose of the creation,
perfection, protection or maintenance of any security conferred or intended to be
conferred on the Collateral Agent, the Bank or BLL by or pursuant to any Security
Document.
	 
	15.21.	 	No Plan Obligations. Neither the Company nor any Commonly Controlled Entity will adopt
or otherwise sponsor, maintain or incur any obligation to contribute to any Plan, other
than a Plan in existence on the date hereof and disclosed in writing by the Company to
the Bank prior to the date hereof, without the prior written consent of the Bank. The
Company will comply and cause each Commonly Controlled Entity to comply, in each case in
all material respects, with the applicable provisions of ERISA and the Code with respect
to each of its or their respective Plans.
	 
	15.22.	 	Use of Proceeds Advance. The Company will not use the proceeds of the Advances for any
purposes other than those specified in clause 14.18 above.




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	15.23.	 	Gazit Maple. Gazit-Globe shall procure that Gazit Maple shall at all times remit and pay any and
all rents payable, periodic payments owing to any of its prior secured creditors (if
any) and any and all Canadian statutory priority claims including, without limitation,
goods and services tax, provincial retail sales tax, workers compensation remittances,
and employee source deductions payable to the Canada Revenue Agency (including, without
limitation, income tax, pension plan contributions and employment insurance premiums)
before they are overdue.






	16.	 	Assignment
	 
	16.1.	 	The Bank shall be entitled, at any time, but without derogating from the penultimate
sentence of clause 17.9 below, to assign rights and/or obligations to any or all of the
following: (i) any of the four (4) largest banks in Israel; (ii) BLL; (iii) any other member
of the Bank Leumi Group; and/or (iv) any bank and/or financial institution incorporated in any
State of, or under the jurisdiction of any Governmental Body in, the United States of America
rated at least “A—” by Standard & Poor’s or “A3” by Moody’s or “A-” by
Fitch or equivalent by any other internationally-recognized rating agency, in relation to the
Credit or part thereof. The Bank shall be further entitled, at any time, but without
derogating from the penultimate sentence of clause 17.9 below, to sell participating interests
in the Advances and the Credit or part thereof to any bank or other financial institution
(each a “Participant”); provided that: (a) with respect to an assignment the Bank shall
provide the Company thirty (30) days’ prior written notice (“Intended Assignment Notice”)
before doing so to afford the Company the opportunity to prepay all outstanding Advances to
the extent of the proposed assignment if the Company does not want to deal with any proposed
assignee; and (b) if and to the extent the Bank proposes to assign part (and not all) its
rights and/or obligations, then the Bank shall not assign more than 49.9% (forty-nine point
nine percent) of such rights and obligations and shall act as facility agent in respect of the
Credit and Advances made thereunder, provided the other banks (including any potential
assignee, the subject of such Intended Assignment Notice) shall agree to such appointment and
the terms thereof (and, in the event such other banks shall not agree to such appointment, one
of such banks shall, instead, be appointed facility agent pursuant to which such bank shall
carry out the customary role and duties ordinarily undertaken by a facility agent of credits
similar to the Credit). Subject to, and without derogating from clause 6.1 above, in the
event of any such sale by the Bank of a participating interest to a Participant, the Bank’s
obligations under this Agreement and the other Loan Documents shall remain unchanged in so far
as the Bank shall remain solely responsible for the performance thereof, the Bank shall remain
the maker of the Advances for all purposes under this Agreement and the other Loan Documents,
and the Company shall continue to deal solely and directly with the Bank in connection with
the Bank’s rights and obligations under this Agreement and the other Loan Documents. The
Company agrees that if amounts outstanding under this Agreement are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of an Event of
Default, each Special Participant shall, to the maximum extent permitted by applicable law, be
deemed to have the right of setoff in respect of its participating interest in amounts owing
under this Agreement to the same extent as if the amount of its participating interest were
owing directly to it as a Bank under this Agreement; provided that, in purchasing such
participating interest, such Special Participant shall be deemed to have agreed to share with
the Bank the proceeds thereof as fully as if it were a Bank hereunder. The Company also
agrees that, without derogating from the penultimate sentence of clause 17.9 below, each
Participant shall be entitled to the benefits of clauses 2.7, 5.2.4, 12.1 and 12.3 hereof
(as if each reference to the Bank therein is also a reference to each Participant) and each
Special Participant shall be entitled to the benefits of clauses 4, 6.1 and 17.9 hereof, in
each case with respect to its participation in the Advances outstanding from time to time as
if it was a Bank; provided that, in the case of clause 17.9 below, such Participant shall have




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	 	 	complied with the requirements of clause 16.5 below, unless otherwise agreed to in
writing by the Bank and the Company.






	16.2.	 	Notwithstanding anything to contrary in this Agreement, but without derogating from the
penultimate sentence of clause 17.9 below, if as a result of any participation or assignment
in relation to the Advances and the Credit or any part thereof the Transferee would incur
costs, expenses or other amounts or withholding taxes would be imposed in excess of those
which the Company would have been required to indemnify the Bank for had such participation or
assignment not taken place (including, without limitation, pursuant to clauses 2.7 (if and to
the extent applicable), 5.2.4, 12.1 and 12.3 hereof), the indemnity obligations of the Company
in respect of such costs, expenses or other amounts or withholding taxes shall not extend to
such excess. For the avoidance of doubt, this clause 16.2: (a) shall not apply to clause 4
above with respect to any payment to any Special Participant of applicable accrued interest on
any Advance as determined pursuant to the terms of said clause 4 and (b) shall not derogate,
for the avoidance of doubt, from the Company’s obligation to prepay any payment of unpaid
principal of, or accrued interest on, any Advance if and to the extent required pursuant to
clause 6 above (it being clarified that any Breakage Costs resulting from such prepayment
shall be subject to this clause 16.2 above).
	 
	16.3.	 	The Company shall cooperate with the Bank in good faith for the purpose of enabling an
assignment or participation as described above, and for such purpose (in respect of an
assignment) shall execute customary documents and instruments; provided, however, that the
above shall not be interpreted as any agreement by the Company or any Obligor to bear any
additional cost, obligation or liability. With respect to any assignment or proposed
assignment as set-forth above, the Bank may disclose to any prospective or actual Transferee
(qualifying the criteria set-forth above) of any rights and obligations under the Loan
Documents Information (hereinafter defined) in connection with such assignment or
participation; provided that any such disclosure of Information shall be subject to the prior
execution by the recipient of such Information of a non-disclosure undertaking in customary
form.
	 
	 	 	“Information”—all information that is currently or shall in the future be in the Bank’s
possession, which, in the opinion of the Bank, is required or desirable to be disclosed
to a prospective or actual Transferee in connection with the assignment of or
participation in the above rights and obligations only, including information regarding
the Credit only, and information regarding the Collateral and undertakings which have
been given and/or will be given to the Bank as security for the repayment of the credit
only.






	16.4.	 	The Company’s rights under this Agreement are not assignable or transferable in any manner
whatsoever to any third party.
	 
	16.5.	 	Each Transferee (other than any Special Participant) that is not a “U.S. Person” as defined
in Section 7701(a)(30) of the Code (a “Non-U.S. Bank”) shall deliver to the Company (or, in
the case of a Participant, to the Bank) two duly completed copies of U.S. Internal Revenue
Service Form W-8BEN or Form W-8ECI, or applicable successor forms as the case may be, properly
completed and duly executed by such Non-U.S. Bank claiming complete exemption from U.S.
federal withholding tax on all payments by the Company under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non-U.S. Bank on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or before the date
such Participant purchases the related participation). In addition, each Non-U.S. Bank shall
deliver such forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Bank. Each Non-U.S. Bank shall promptly notify the Company at any
time it determines that it is no longer in a position to provide any certificate (or any other form of certification adopted by
the




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	 	 	U.S. taxing authorities for such purpose) previously delivered to the Company (or
the Bank, as applicable). Notwithstanding any other provision of this clause, a
Non-U.S. Bank shall not be required to deliver any form pursuant to this paragraph
that such Non-U.S. Bank is not legally able to deliver.






	16A. 	 	 Effectiveness






	16A.1.	 This Agreement and the Commitment shall become effective, and the Revolving Credit Period
shall commence, on the date hereof upon (a) the execution and delivery of this Agreement by
the parties hereto and (b) the payment by the Company or Gazit-Globe to the Bank of the $[***]
non-refundable document fee pursuant to clause 6 of the Amending Agreement.
	 
	16A.2.  	Notwithstanding anything to the contrary in clause 11.2 above, in the event that the
Amending Agreement is terminated in accordance with its terms, for any reason, then: (a) the
Company and/or Gazit-Globe hereby agree to pay the Bank on or promptly following such
termination date, the non-utilization fee set forth in clause 11.2(i) above in respect of the
period commencing on the date of this Agreement and ending on such termination date; and (b)
this Agreement and the Commitment shall immediately terminate and will have no further force
or effect, except for clause 11.4 (solely in respect of fees, costs and expenses incurred
prior to such termination date), clause 17.6, the first sentence of the first paragraph of
clause 17.9 and the second paragraph of clause 17.9 (solely, in each case, in respect of the
non-utilization fee as aforesaid), 17.10, 17.12, 17.14, 17.16, 17.19, 17.20 (solely in respect
of the non-utilization fee as aforesaid), 17.21 (solely in respect of the non-utilization fee
as aforesaid), 17.22 and 17.23.






	17.	 	General






	17.1.	 	Notice of Breach. The Company shall notify the Bank forthwith of any breach or
anticipated breach of any of its obligations or of the obligations of any Obligor of which the
Company may become aware (including, without limitation, the occurrence of any Default or,
without derogating from paragraph (c) of the recitals to this Agreement, any event of default
as contained in any other Loan Document) and the steps, if any, being taken to remedy any such
anticipated breach or Default. Without derogating from the foregoing, in the event that the
Company anticipates that any ratio referred to in clause 9.12, clause 9.13, clauses 9.18 to
9.21 (inclusive) and clause 9.23 above shall not be met, the Company shall notify the Bank
forthwith.
	 
	17.2.	 	Know Your Customer Compliance. The Bank hereby notifies the Company that pursuant to
the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies the Company and the other Obligors, which information includes the Company’s and
the Obligors’ names and addresses and other information that will allow the Bank to identify
the Company and the Obligors in accordance with the Act. If: (a) any provision of, the
introduction of or any change in (or in the interpretation, administration or application of)
any Applicable Law; and/or (b) without derogating from clause 9.8 above, any change in the
status of the Company, any Obligor or EOI or the composition of the shareholders of any of the
foregoing; and/or (c) a proposed assignment or transfer by the Bank of any of its rights
and/or obligations under this Agreement and the other Loan Documents, obliges the Bank (or, in
the case of sub-paragraph (c) of this clause 17.2, any prospective Transferee of the Bank) to
comply with “know your customer” or similar identification procedures in circumstances where
the necessary information is not already available to it, the Company shall promptly upon the
request of the Bank supply, or procure the supply of, such documentation and other evidence as
is reasonably requested by the Bank in order for the Bank or, in the case of the event described in sub-paragraph (c) of this clause
17.2, any prospective




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	 	 	Transferee of the Bank, to carry out and be satisfied with the
results of all necessary “know your customer” or other checks in relation to any
relevant Person pursuant to the transactions contemplated in the Loan Documents.






	17.3.	 	Intention to Sell Pledged Shares. Without prejudice to any of the Bank’s rights in
accordance with the terms of any Loan Documents and/or under any law (inter alia, without
prejudice to the Bank’s rights of lien and/or set-off), in the event that the Bank’s right to
demand immediate repayment of the Advances shall arise, the Bank shall endeavor (without in
anyway being obliged, except to the extent required by Applicable Laws) to advise Gazit-Globe
and/or the Company and/or MGN America and/or Gazit Maple of its intention to exercise its
rights to sell the Pledged Shares and/or to exercise its rights in respect of any other
security granted and/or to be granted by the Company and/or any third party to secure the
Secured Obligations (or, in respect of the Gazit America Pledged Shares, the Gazit-Globe
Secured Solo Obligations and Gazit-Globe’s obligations under the Gazit-Globe Guarantee).
	 
	17.4.	 	Right to Review and Approval of Public Announcements and Filings. To the extent
permitted by law, the Bank shall have the right to review all public announcements and filings
that relate to the Bank before they are made, it being clarified, for the avoidance of doubt,
that the Company and Gazit-Globe may disclose this Agreement and any other Loan Document to
the extent the same is required under Applicable Law or any stock exchange requirements
applicable to the Company or Gazit-Globe.
	 
	17.5.	 	Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together shall be deemed to
constitute one and the same instrument, and it shall not be necessary in making proof of this
document to produce or account for more than one such counterpart. Delivery of an executed
signature page of this document by facsimile transmission or by email with a pdf attachment of
the executed signature page shall be effective as delivery of a manually executed counterpart
hereof.
	 
	17.6.	 	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING
ANY CHOICE OF LAW RULES THAT WOULD APPLY THE LAW OF A DIFFERENT JURISDICTION. Such choice of
law shall, however, be without prejudice to or limitation of any other rights available to the
Bank under the laws of any jurisdiction in accordance with which any of the other Loan
Documents may be governed.
	 
	17.7.	 	Amendments and Waivers. Any addition, variation, waiver of any rights under,
modification or amendment to this Agreement shall not be effective unless any such addition,
variation, waiver, modification or amendment is in writing and signed by the Bank, the Company
and Gazit-Globe, provided that any addition, variation, modification or amendment to clause
1.1.93(b), clause 7.6.3, clause 7.6.4, clause 9.12, clause 9.13, clauses 9.18 to 9.21
(inclusive), clause 9.23, and clause 13.3 above made by the Bank pursuant to, or as a result
of, any revision made by the Bank under clause 15.7 above may be made by the Bank without the
agreement, or signature thereon, of the Company or Gazit-Globe, in the manner set out in such
clause 15.7 and any such addition, variation, modification or amendment arising from such
notice of revision given by the Bank shall, subject to clause 15.7, become effective
immediately upon the delivery of any such notice given by the Bank. No failure or delay on
the part of the Bank in exercising any right, power or privilege hereunder or under any Loan
Document, nor any course of dealing between the Company and/or Gazit-Globe and the Bank, shall
operate as a waiver thereof, nor shall a single or partial exercise thereof




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	 	 	preclude any other or further exercise or the exercise of any other right, power or
privilege.






	17.8.	 	Acknowledgments. The Company hereby acknowledges that (a) it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the other Loan
Documents to which it is a party; (b) the Bank has no fiduciary relationship with or duty to
it arising out of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between the Bank and it in connection herewith is solely that of creditor and
debtor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby between it and the Bank.
	 
	17.9.	 	Net Payments. All payments to be made by the Company under the Loan Documents shall
be made free and clear of, and without deduction of, or withholding for, or on account of, any
Tax of any nature whatsoever. If any Taxes are required to be withheld from any amounts
payable to the Bank hereunder or under the Note, the amounts so payable to the Bank shall be
increased to the extent necessary to yield to, or leave in the hands of, the Bank (after
payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in
the amounts specified in this Agreement or any other Loan Document. For the purposes of this
clause 17.9, “Taxes” shall mean all present or future taxes (other than net income taxes and
franchise taxes (imposed in lieu of net income taxes) imposed on the Bank as a result of a
present or former connection between the Bank and the jurisdiction of the Governmental Body
imposing such tax or any political subdivision or taxing authority thereof or therein (other
than any such connection arising solely from the Bank having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or any other Loan
Document)) or capital duties, imposts, levies, fees and charges, deductions or withholdings of
any kind now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Body. Whenever any Taxes are payable by the Company, as promptly as possible thereafter the
Company shall send to the Bank for its own account, a certified copy of an original official
receipt received by the Company showing payment thereof. If the Company fails to pay any
Taxes when due to the appropriate taxing authority or fails to remit to the Bank the required
receipts or other required documentary evidence, the Company shall indemnify the Bank for such
Taxes and any incremental taxes, interest or penalties that may become payable by the Bank as
a result of any such failure. Notwithstanding the above or anything to the contrary in this
Agreement, if the Bank assigns or participates any rights to a Non-U.S. Bank Transferee or a
Special Participant and there is a requirement to withhold Taxes arising out of or in
connection with that Non-U.S. Bank’s or Special Participant’s assignment or participation in
the Credit or the making or maintaining by such Non-U.S. Bank or Special Participant of any
Advance hereunder, the Company shall not be required to increase the amount of interest or any
other charge payable under this Agreement or any other Loan Document to off-set the withheld
Taxes. Notwithstanding anything to the contrary in this Agreement or any other Loan Document,
and notwithstanding any changes in Applicable Law, from time to time, the Company and the Bank
acknowledge and agree that the Bank shall satisfy, on behalf of the Company and the Bank, any
requirement to withhold federal Taxes under the Code (and duly record such withholding) with
respect to payments made by the Company to the Bank arising out of, resulting from or
otherwise in connection with any participation by BLL or any other member of the Bank Leumi
Group (other than, for the avoidance of doubt, the Bank itself) in any Advance or any other
portion of the Credit, and accordingly, the Company is not required to, and agrees not to,
withhold any federal Taxes with respect to any such payments, and the Bank agrees that the
Company is not directly or indirectly responsible for any so-called gross-up of interest
pursuant to this clause 17.9 or otherwise; provided, however, if, due to any change in
Applicable Law the Bank is no longer able to perform such withholding function, then the
Company shall be required to do so, but to avoid all doubt, such requirement shall not impose,
and shall not be




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	 	 	deemed or construed to impose, any obligation or liability on the part of the Company to
directly or indirectly gross-up the interest payments or any other charge payable under
this Agreement or any other Loan Document except and to the extent specifically provided
for in this clause 17.9.






	 	 	All payments to be made by the Company under the Loan Documents shall be calculated and
made free and clear of, and without any deduction for, or on account of, any set-off or
counterclaim.






	17.10.	 	Notices. Unless otherwise expressly provided herein, all notices, approvals,
requests, demands, consents and other communications provided for hereunder shall be in
writing (including by facsimile, pdf or other electronic transmission). All notices shall be
sent by certified or registered mail prepaid, by facsimile or otherwise transmitted
electronically, by hand delivery, or by Federal Express (or other comparable domestic or
international delivery service) prepaid to the applicable address, facsimile number or
electronic mail address set forth on Schedule D hereto, provided that any notice by
the Bank to the Company of termination of the Commitment or acceleration of the Unpaid Balance
of the Credit pursuant to clause 9 above, or any notices of Default or Event of Default to the
Company or Gazit-Globe, shall only be given by the Bank by hand delivery or by Federal Express
(or other comparable domestic or international delivery service). Notices sent by hand,
Federal Express (or other comparable domestic or international delivery service), or mailed by
certified or registered mail, shall be deemed to have been given when received; notices sent
by facsimile, pdf or other electronic transmission shall be deemed to have been given when
sent and receipt has been confirmed, addressed as set forth on Schedule D hereto
(except that, if not given during normal business hours for the recipient, shall be deemed to
have been given at the opening of business on the next Business Day for the recipient). Any
party may change its address for notices by notifying the other parties of the new address in
any manner permitted by this clause. Notwithstanding anything to the contrary in this
Agreement or any Loan Document, it is hereby clarified that whenever notice to or by the
Company and/or Gazit-Globe is required to be given, notice to or by, as the case may be,
either the Company or Gazit-Globe shall be deemed to constitute notice to or by, as the case
may be, the Company and Gazit-Globe, jointly and severally.
	 
	17.11.	 	[Reserved].
	 
	17.12.	 	Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining provisions of
this Agreement shall not be affected or impaired thereby, and (b) the parties hereto shall
endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions, the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
	 
	17.13.	 	Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company and the Bank and their respective successors and the permitted assigns
of the Bank as set forth in clause 16 above.
	 
	17.14.	 	Submission to Jurisdiction
	 
	17.14.1	 	The Company and Gazit-Globe each hereby irrevocably and unconditionally submits to the
exclusive jurisdiction of any state or federal court sitting in the State of New York over any
suit, action or proceeding arising out of or relating to this Agreement. The Company and
Gazit-Globe each hereby irrevocably waives, to the fullest extent permitted by Applicable Law,
(i) any objection that it may now or hereafter have to the laying of the venue of any such
suit, action or




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	 	 	proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum,
and (ii) except in the case of bad faith, willful misconduct or gross negligence
(and otherwise to the maximum extent not prohibited by Applicable Law), any right
it may have to claim or recover in any legal action or proceeding referred to in
this clause 17.14.1 any special, exemplary, or consequential damages. Final
judgment in any such suit, action or proceeding brought in any such court shall
be conclusive and binding upon the Company and Gazit-Globe and may be enforced in
any court in which the Company and/or Gazit-Globe is subject to jurisdiction, by
a suit upon such judgment, provided that, service of process is effected upon the
Company and Gazit-Globe in one of the manners specified in this clause 17.14.1 or
as otherwise permitted by Applicable Law.






	17.14.2	 	NOTHING CONTAINED IN CLAUSE 17.14.2 TO THE CONTRARY SHALL PREVENT THE BANK OR THE
COLLATERAL AGENT FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS AGAINST THE COMPANY AND/OR
GAZIT-GLOBE, ANY COLLATERAL, OR ANY OF THE COMPANY’S AND/OR GAZIT-GLOBE’S PROPERTIES IN ANY
OTHER STATE OR DOMESTIC OR FOREIGN JURISDICTION. INITIATING SUCH ACTION OR PROCEEDING OR
TAKING ANY SUCH ACTION IN ANY OTHER STATE OR DOMESTIC OR FOREIGN JURISDICTION SHALL IN NO
EVENT CONSTITUTE A WAIVER BY THE BANK OR THE COLLATERAL AGENT OF ANY OF THE FOREGOING.
	 
	17.14.3	 	Gazit-Globe hereby irrevocably appoints Gazit Group USA, Inc., 1696 NE Miami Gardens Drive,
North Miami Beach, Florida 33179, Attention: Sean Kanov, Controller, as its agent in its name,
place and stead to receive service of all writs, process and summonses in any suit, action or
proceeding brought in the courts of the State of New York sitting in the City of New York,
United States of America or federal courts sitting in the City of New York, United States of
America against it or its assets, properties or revenues arising out or relating to this
Agreement. The Company and Gazit-Globe each hereby consents to process being served in any
suit, action or proceeding of the nature referred to in this clause 17.14.3 by hand delivery
or by prepaid Federal Express (or other comparable overnight delivery service), to the Company
at the Company’s address designated in or pursuant to clause 17.10 above. The Company and
Gazit-Globe each hereby irrevocably agrees that such service (i) shall be deemed in every
respect effective service of process upon the Company and Gazit-Globe in any such suit, action
or proceeding, and (ii) shall, to the fullest extent permitted by law, be taken and held to be
valid personal service upon the Company and Gazit-Globe. Nothing in this clause 17.14.3 shall
affect the right of the Bank to serve process in any manner otherwise permitted by law or
limit the right of the Bank otherwise to bring proceedings against the Company and/or
Gazit-Globe in the courts of any jurisdiction or jurisdictions.
	 
	17.15.	 	Reinstatement. This Agreement shall continue to be effective or be reinstated, as
the case may be, if at any time any amount received by the Bank in respect of the Secured
Obligations is rescinded or must otherwise be restored or returned by the Bank upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other
Obligor or upon the appointment of any intervenor or conservator of, or trustee or similar
official for, the Company or any other Obligor or any substantial part of its assets, or
otherwise, all as though such payments had not been made.
	 
	17.16.	 	WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY
TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE COLLATERAL AND FOR ANY DEMAND, CLAIM OR COUNTERCLAIM THEREIN OR IN ANY WAY




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	 	 	CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR THERETO OR ANY OF THEM WITH RESPECT
TO THIS AGREEMENT, THE COLLATERAL OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT
OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS CLAUSE 17.16
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY. FOR THE AVOIDANCE OF DOUBT, THIS WAIVER
CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AND COUNTERCLAIMS AGAINST ALL
PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT
PARTIES TO THIS AGREEMENT.






	17.17.	 	Waiver of Fraudulent Transfer Claims; Turnover of Proceeds Received in Fraudulent
Transfer Actions.The Company hereby waives any rights it may now or hereafter have to
pursue any fraudulent transfer actions against any Person that may adversely affect the
interests of the Bank, BLL or the Collateral Agent in connection with or related in any way to
this Agreement, the Credit and Advances made hereunder, the Collateral and the Secured
Obligations. If, notwithstanding such waiver, the Company receives, following the occurrence
and during the continuance of an Event of Default, any payment(s), funds, property, proceeds
or recoveries of any kind on account of, or attributable to, any such causes of action,
whether brought by the Company or any other Person, then the Company agrees that it will
promptly turn over the same to the Bank in the form received and held or applied as collateral
security in accordance with the Loan Documents. To the extent permitted by Applicable Law,
the Company hereby grants to the bank and the Collateral Agent a security interest in any such
rights and recoveries to secure the Secured Obligations.
	 
	17.18.	 	Specific Performance. The parties hereto may demand specific performance of, or
seek injunctive relief with respect to, this Agreement, and each party hereto hereby
irrevocably waives any defense based on the adequacy of a remedy at law and any other defense
that might be asserted to bar the remedy of specific performance or injunctive relief in any
action which may be brought by any party.
	 
	17.19.	 	Interpretation. The Company and the Bank have had the opportunity to be fully and
completely represented by counsel of their own choosing in the negotiation and drafting of
this Agreement. Accordingly, the parties hereto agree that any rule of construction of
contract resolving any ambiguities against the drafting party shall be inapplicable to this
Agreement.
	 
	17.20.	 	Set-Off. In addition to any rights and remedies of the Bank provided by law, the
Bank shall have the right, without prior notice to the Company, any such notice being
expressly waived by the Company to the extent permitted by Applicable Law, upon the occurrence
and continuance of any Event of Default to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by
the Bank or any branch, agency or (to the extent permitted by Applicable Law) banking
affiliate thereof to or for the credit or the account of the Company. The Bank agrees
promptly to notify the Company after any such set-off and application made by the Bank,
provided that the failure to give such notice shall not affect the validity of the set-off and
application. Notwithstanding the foregoing, the right of set-off shall apply immediately upon
any distress, execution, attachment, sequestration, liquidation, receivership or moratorium being instituted




98









 




[*] = 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.








	 	 	against the Company and/or upon any distress, execution, attachment and/or sequestration
on the Loan Account.






	17.21.	 	Joint and Several Liability. Each of the Company and Gazit-Globe (the “Relevant
Obligors”) are jointly and severally liable for all their respective warranties,
representations, covenants and undertakings as set forth in clauses 14 and 15 of this
Agreement and, without limiting the generality of the foregoing, a breach of any such
warranty, representation, covenant, undertaking or other obligation under this Agreement by a
Relevant Obligor shall also constitute a breach of this Agreement by all of the Relevant
Obligors. In the event of any such breach as aforesaid, the Bank may take any action
hereunder against any or all of the Relevant Obligors and/or may release or compromise, in
whole or in part, the liability of any Relevant Obligor or grant any time or indulgence to any
Relevant Obligor without affecting the joint and several liability of the other Relevant
Obligor. The obligations of a Relevant Obligor under this Agreement shall not be discharged,
impaired, invalid, void or otherwise affected by any of the obligations of the other Relevant
Obligor being, or becoming, illegal, invalid, void, unenforceable or ineffective in any
respect for any reason.
	 
	17.22.	 	Integration. Except as expressly stated herein with respect to the referral to, or
the incorporation by reference herein, in whole or in part, of, any BLL Loan Document, this
Agreement, the other Loan Documents and the Standard Form Documents represent the agreement of
the Company and the Bank with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Bank or the Collateral Agent relative to
the subject matter hereof not expressly set forth or referred to herein or in the other Loan
Documents or Standard Form Documents.
	 
	17.23.	 	Headings. Section headings are for convenience only and shall not affect the
interpretation or construction of this Agreement or any other Loan Document.





[End of text; Signature to follow]





99









 




[*] = 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.




     IN WITNESS WHEREOF, the Company, the Bank and the Collateral Agent have caused this Agreement
to be duly executed and delivered by their duly authorized officers or signatories, all as of the
date first above written.


BANK LEUMI USA, as Lender



	 	 	 	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	BANK LEUMI USA, as Collateral Agent

 	 
	 



	 	 	 	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	GAZIT FIRST GENERATION LLC

 	 
	 



	 	 	 	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	GAZIT-GLOBE LTD.

 	 
	 



	 	 	 	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Signature Page to BLUSA Amended and Restated Loan 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.


Schedule A




FORM OF NOTE



MASTER PROMISSORY NOTE



			
	 	 	 
	Bank: Bank Leumi USA
	 	New York, New York 
	Commitment: $100,000,000.00
	 	[____________], 2011






     For value received, GAZIT FIRST GENERATION LLC, a Delaware limited liability company (the
“Company”), is a party to that certain Amended and Restated Loan Agreement dated as of the date
hereof (as the same may be amended, supplemented, restated or otherwise modified from time to time,
the “Loan Agreement”), by and between the Company and Bank Leumi USA as lender (the “Bank”) and as
collateral agent, promises to pay to the order of the Bank, at its office at 564 Fifth Avenue, New
York, New York 10036 (or such other place as the Bank shall specify in writing from time to time to
the Company), the amount of the Commitment stated above, or such lesser amount as shall equal the
aggregate unpaid principal amount of the Advances of the Bank under the Loan Agreement, on the
Maturity Dates (as defined in the Loan Agreement). The Company also promises to pay interest on
the unpaid principal amount of each such Advance on the dates and at the rate or rates provided for
in the Loan Agreement. All such payments of principal and interest shall be made in the type of
funds, in the manner and at the place provided in the Loan Agreement.



     All Advances of the Bank, the interest rates from time to time applicable thereto, the
respective types thereof and all repayments of the principal thereof shall be recorded by the Bank,
and, if the Bank so elects in connection with any transfer or enforcement hereof, appropriate
notations to evidence the foregoing information with respect to each such Advance then outstanding
may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule
attached to and made a part hereof, or otherwise on its books and records; provided that, the
failure of the Bank to make any such recordation or endorsement shall not affect the obligations of
the Company hereunder or under the Loan Agreement.



     This Note is the Note referred to in the Loan Agreement. Terms defined in the Loan Agreement
are used herein with the same meanings. Reference is made to the Loan Agreement for provisions for
the prepayment hereof and the acceleration of the maturity hereof. This Note, and all obligations
of the Company hereunder and under the Loan Agreement, are secured and guaranteed as more
particularly described in the Loan Agreement.



     All parties now or hereafter liable with respect to this Note, whether the Company, any
guarantor, any endorser or any other person or entity, hereby waive presentment for payment,
diligence, demand, notice of non-payment or dishonor, protest and notice of any kind whatsoever.



     THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL, PURSUANT TO NEW YORK
GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, EXCLUDING ANY CHOICE OF LAW RULES THAT WOULD APPLY THE LAW
OF A DIFFERENT JURISDICTION.



	 	 	 	 	 
	 	GAZIT FIRST GENERATION LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	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.


	 	 	 	 	 



ADVANCES AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 
	Date	 	Amount	 	Type	 	Interest	 	Amount of Principal
	of Advance	 	of Advance	 	of Advance	 	Rate	 	Repaid
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 





 









 




[*] = 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.


Schedule B1




Format for Reconciliation of any EOI’s Financial Statements to IFRS



 









 




[*] = 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.

Schedule B2




Format for Computation of Financial Ratios



 









 




[*] = 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.

Schedule C



FORM OF COMPLIANCE CERTIFICATE



	 	 	 

	To:

	 	Bank Leumi USA (“the Bank")
	 
	 	 
	From:

	 	Gazit-Globe Ltd. (“Gazit Globe") and
	 
	 	 
	 

	 	Gazit First Generation LLC (“the Company”)
	 
	 	 
	Dated:

	 	[_________]






Dear Sirs,





	Re:	 	 Compliance Certificate pursuant to the Amended and Restated Loan
Agreement dated as of June [__], 2011 by and among Gazit First
Generation LLC, Gazit-Globe Ltd. and Bank Leumi USA as lender
and as collateral agent (the “Loan
Agreement”)




Terms defined in the Loan Agreement have the same meaning when used in this Compliance Certificate
unless given a different meaning in this Compliance Certificate.



In accordance with clause 15.8.7 of the Loan Agreement, we, [Name of officer], being the Chief
[Executive/Financial]* Officer of Gazit Globe, hereby confirm on behalf of Gazit Globe and the
Company, in my capacity as Chief [Executive/Financial]* Officer of Gazit Globe, without any
personal liability, as follows.



1. The Shareholders’ Equity of Gazit Globe as of _______ [last day of the preceding Quarter or, if
later, preceding Financial Year], 201X (the “Computation Date") was NIS ____________, which is not
less than NIS 3,500 million.



2. [Only insert this paragraph if any the enclosed accounts/financial statements, etc. have
been prepared in accordance with any New Accounting Treatment] [We confirm that New Accounting
Treatment has been applied or adopted in respect of [the financial statements of [EOI] [Gazit
Globe] [Gazit America]*] [the Supplemental Information Package]* [Only
insert the following if Corresponding Financial Statements are to be delivered pursuant to the Loan
Agreement] [and, accordingly, pursuant to the last sentence of clause 15.7 of the Loan
Agreement, Corresponding Financial Statements in respect thereof are also enclosed, together with[:
(i)] an excel spreadsheet showing all adjustments that have been made in order to reconcile and
prepare the relevant [financial statements][Supplemental Information Package]* in the manner as
referred to in the last sentence of clause 15.7 of the Loan Agreement; and (ii) a certificate from
the auditor certifying such Corresponding Financial Statements have been prepared in such manner as
aforesaid]*.]*






 




			
	*	 	 delete as applicable
	 
	*	 	 delete as applicable
	 
	*	 	 delete as applicable





[Signature Page to BLUSA Amended and Restated Loan 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.
3. The ratio set forth in clause 9.18 of the Loan Agreement in respect of the [four (4) Quarters]
[Financial Year]* ended on the Computation Date was: ___1, which is [not]* less than 1.25:1. The
calculation of such ratio is as follows:





	 	3.1.	 	the aggregate amount of cash dividends paid in respect of the EOI Pledged Shares
and actually received into the relevant Securities Accounts during such period was USD
__________; and
	 
	 	3.2.	 	the aggregate amount of all interest payable (whether or not indeed paid) by: (i)
the Company, during such period, on the Advances; and (ii) Gazit Globe, during such
period, on each BLL Advance and any other utilisation of the Credit was USD _________.




4. The ratio set forth in clause 9.19 of the Loan Agreement was, as of the Computation Date, ____%,
which is [not] * less than 0.75 (zero point seven five), and as of ______ [last day of the Quarter
preceding the Computation Date], 201X, ____%, which is [not]* more than 82.5% (eighty-two point
five percent) as of both such dates. The calculation of such ratio is as follows:





	 	4.1.	 	the sum of: (i) EOI Net Debt; (ii) Adjusted Gazit America Net Debt; and (iii) the
Adjusted Total Unpaid Outstandings, was, as of the Computation Date, USD __________;
	 
	 	4.2.	 	the sum of: (i) EOI Real Estate Assets; and (ii) the lower of: (a) Gazit America
Real Estate Assets (which was, as of the Computation Date, USD __________); and (b) 15%
(fifteen percent) of the sum of Gazit America Real Estate Assets and EOI Real Estate
Assets (which was, as of the Computation Date, USD __________), was, as of the
Computation Date, USD __________;
	 
	 	4.3.	 	the sum of: (i) EOI Net Debt; (ii) Adjusted Gazit America Net Debt; and (iii) the
Adjusted Total Unpaid Outstandings, was, as of ______ [last day of the Quarter preceding
the Computation Date], 201X, USD __________; and
	 
	 	4.4.	 	the sum of: (i) EOI Real Estate Assets; and (ii) the lower of: (a) Gazit America
Real Estate Assets (which was, as of ______ [last day of the Quarter preceding the
Computation Date], 201X, USD __________); and (b) 15% (fifteen percent) of the sum of
Gazit America Real Estate Assets and EOI Real Estate Assets (which was, as of ______,
201X, USD __________), was, as of ______, 201X, USD _________.




5. The ratio set forth in clause 9.20.1 of the Loan Agreement was, as of, and for the [Relevant
Quarter] [Financial Year]* ended on, the Computation Date, ____%, and the ratio set forth in clause
9.20.2 of the Loan Agreement was, as of, and for the [Relevant Quarter] [Financial Year]* ended on,
the Computation Date, ____%, which are [not]* more than fourteen (14) and thirteen (13),
respectively. The calculation of such ratios is as follows:





	 	5.1.	 	the sum of EOI Net Debt and the Adjusted Total Unpaid Outstandings was, for such
[Relevant Quarter] [Financial Year]* ended on the Computation Date, USD __________;
	 
	 	5.2.	 	EBITDA for such [Relevant Quarter (multiplied by four (4))] [Financial Year]* was
USD __________;
	 
	 	5.3.	 	Net Operating Income for such [Relevant Quarter (multiplied by four (4))]
[Financial Year]* was USD __________; and
	 
	 	5.4.	 	the amount of Promote (including, to the extent reflected in EOI’s financial
statements for the [Relevant Quarter] [Financial Year]* (including any notes thereto),
any details and breakdown of such amount): (a) taken into account in the calculation of:
(x) EBITDA; and (y) Net Operating Income; and (b) received by EOI from




 









 




[*] = 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.


	 	 	 	Unconsolidated
Affiliates (as such term is defined in the definition of “EBITDA” in the Loan Agreement)
and taken into account in the calculation of EBITDA and Net Operating Income, for, in
respect of each of the foregoing, the [Quarter][Financial Year]* for
the period ending on the Computation Date




6. The ratio set forth in clause 9.21 of the Loan Agreement in respect of the [four (4) Quarters]
[Financial Year]* ended on the Computation Date was ____:1, which is [not]* less than 1.65:1.
[Only insert the following if such ratio is not specified in the Supplemental Information
Package] [The calculation of such ratio is as follows:





	 	6.1.	 	EBITDA for such [four (4) Quarters] [Financial Year]* was USD __________;
	 
	 	6.2.	 	EOI’s consolidated interest expense (including, without limitation,
capitalized interest but excluding, for the avoidance of doubt, any interest expense
satisfied by the issue of EOI Common Shares) for such [four (4) Quarters] [Financial
Year]* was USD __________; and
	 
	 	6.3.	 	the aggregate amount of principal payable (whether or not indeed paid) by EOI, on a
consolidated basis, in respect of Financial Indebtedness (excluding balloon payments due
upon the stated maturity of such Financial Indebtedness), for such [four (4) Quarters]
[Financial Year]* was USD _________.]*




7. The ratio set forth in clause 9.23.1 of the Loan Agreement was, as of the Computation Date,
____%, which is [not]* more than 75% (seventy-five percent). The calculation of
such ratio is as follows:





	 	7.1.	 	Gazit Globe’s Net Financial Indebtedness was, as of the Computation Date, USD
__________; and
	 
	 	7.2.	 	Gazit Globe’s total assets, less deposits of cash and cash equivalents (all as
appearing in Gazit Globe’s consolidated financial statements as of such date) was, as of
the Computation Date, USD _________.




8. The ratio set forth in clause 9.23.2 of the Loan Agreement was, as of the Computation Date,
____%, which is [not]* more than 77.5% (seventy-seven point five percent). The calculation of such
ratio is as follows:





	 	8.1.	 	Gazit Globe’s Net Financial Indebtedness was, as of the Computation Date, USD
__________; and
	 
	 	8.2.	 	Gazit Globe’s Holdings was, as of the Computation Date, USD _________.




9. The total number of issued and outstanding shares of EOI (excluding any shares of EOI held by
EOI as treasury shares) as of the Computation Date was ________.





	 	 	The percentage of the Means of Control of EOI, on a Fully Diluted Basis, represented by the
EOI Pledged Shares as of the Computation Date was __________.
	 
	 	 	The percentage of the Means of Control of EOI, on a Fully Diluted Basis, represented by the
Qualified EOI Common Shares as of the Computation Date was _________.







 




			
	*	 	 delete as applicable
	 
	*	 	 delete as applicable




 









 




[*] = 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.





10. The following figures are used for the purpose of calculating, as of the Computation Date, the
Stop Loss Limit relative to the Total Unpaid Outstanding:





	 	10.1.	 	the Total Unpaid Outstandings was, as of the Computation Date, USD __________;
	 
	 	10.2.	 	the Market Value of the EOI Pledged Shares was, as of the Computation Date, USD
__________;
	 
	 	10.3.	 	the number of EOI Pledged Shares constituting EOI Common Shares (disregarding any
Pledged Rights Offer Shares) was, as of the Computation Date, __________;
	 
	 	10.4.	 	the NAV Per EOI Share was, as of the Computation Date, USD __________;
	 
	 	10.5.	 	the Adjusted NAV Per Gazit America Share was, as of the Computation
Date, USD __________;
	 
	 	10.6.	 	the amount of the Excluded Gazit America Financial Indebtedness as of the
Computation Date was [______________];
	 
	 	10.7.	 	the amount of the Excluded Gazit America Real Estate Assets as of the Computation
Date was [______________]; and
	 
	 	10.8.	 	the number of Gazit America Pledged Shares (taking only into account those Gazit
America Pledged Shares that are common shares) was, as of the Computation Date,
_________.




11. No Change in Control has occurred in respect of Gazit Globe and/or any other Guarantor and/or
the Company and/or Gazit America and/or EOI.



12. Neither the Company nor MGN America has any Indebtedness other than Permitted Indebtednesses.
The amount of the outstanding Indebtedness of MGN America and the Company, as at the Computation
Date, under Subordinated Shareholder Loans is USD _________.



13. The amount of outstanding Indebtedness of each Guarantor Shareholder, as at the Computation
Date, under the Subordinated Shareholder Loans is USD ___________.



14. As of the Computation Date, the number of the members of the Board of EOI is [______________]
of which [______________] are Nominated Directors (disregarding, for this purpose, any Third Party
Directed Nominated Director).



15. No Default has occurred and is continuing.**



	 	 	 	 	 
	 	Signed	 	 
	 	 	[Chief Financial Officer] /[Chief Executive Officer]*
	 	 	GAZIT-GLOBE LTD.	 	 




 




			
	**	 	 If this statement cannot be made, the certificate should
identify any Default that is continuing and the steps, if any, being taken to
remedy it.
	 
	*	 	 delete as applicable




 









 




[*] = 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.






Schedule D



NOTICE ADDRESSES



If to the Company:



1696 NE Miami Gardens Drive

North Miami Beach, Florida 33179

Attention: Sean Kanov, Controller

Facsimile: (305) 947-4200

Email Address: skanov@gazitgroup.com



with a courtesy copy (that will not constitute notice) to:



Gazit-Globe Ltd.

1 Derech Hashalom

Tel-Aviv, Israel

Attention: Gadi Cunia, Chief Executive Officer

Facsimile: +972-3-6961910

Email Address: GCunia@GazitGroup.com



with a courtesy copy (that will not constitute notice) to:


Carlton Fields, P.A.

100 S.E. Second Street, 40th Floor

Miami, FL 33131

Attention: Roger S. Goldman, Esq.

Facsimile: (305) 530-0055

Email Address: rgoldman@carltonfields.com



If to Gazit-Globe:


Gazit-Globe Ltd.

c/o Gazit Group USA, Inc.

1696 NE Miami Gardens Drive

North Miami Beach, Florida 33179

Attention: Sean Kanov, Controller

Facsimile: (305) 947-4200

Email Address: skanov@gazitgroup.com



with a courtesy copy (that will not constitute notice) to:


Gazit-Globe Ltd.

1 Derech Hashalom

Tel-Aviv, Israel

Attention: Gadi Cunia, Chief Executive Officer

Facsimile: +972-3-6961910

Email Address: GCunia@GazitGroup.com




[Signature Page to BLUSA Amended and Restated Loan 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.
with a courtesy copy (that will not constitute notice) to:



Carlton Fields, P.A.

100 S.E. Second Street, 40th Floor

Miami, FL 33131

Attention: Roger S. Goldman, Esq.

Facsimile: (305) 530-0055

Email Address: rgoldman@carltonfields.com



If to the Bank:


Bank Leumi USA

564 Fifth Avenue

New York, NY 10036

Attention: Dr. Avram Keusch,

                  First Vice President,

                  International Lending Department

Facsimile: (212) 626-1072

Email Address: Avram.Keusch@leumiusa.com



with copy to:


Bank Leumi le-Israel B.M.

Construction and Real Estate Division

32 Yehuda Halevy Street

Tel Aviv, Israel 65121

Attention: Tal Mandil Oren

Facsimile: (972) 3-514-8980]

Email Address : mailto:tal.mandiloren@bankleumi.co.il or talm@bll.co.il



and with a courtesy copy (that will not constitute notice) to:



Pillsbury Winthrop Shaw Pittman LLP

1540 Broadway, 18th Floor

New York, NY 10036-4039

Attention: John C. Simons, Esq.

Facsimile: (212) 858-1500

Email Address: john.simons@pillsburylaw.com




[Signature Page to BLUSA Amended and Restated Loan 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.

Schedule E




[FORM OF REQUEST FOR DISBURSEMENT]



[LETTERHEAD OF THE COMPANY]



[DATE]


VIA FACSIMILE: 212-626-1072




Bank Leumi USA

564 Fifth Ave.

New York, New York 10036

Attention: Dr. Avram Keusch,

First Vice President

International Lending Department





	RE:	 	 Request for Disbursement — Amended and Restated Loan Agreement dated as June [__], 2011 (the
“Loan Agreement”), among Gazit First Generation LLC (the “Company”), Gazit-Globe Ltd. and Bank
Leumi USA as lender (the “Bank”) and as collateral agent




Dear Sirs



We refer to the Loan Agreement. This is a Request for Disbursement. Terms defined in the Loan
Agreement have the same meaning in this Request for Disbursement unless given a different meaning
in this Request for Disbursement.



We request an Advance under the Credit on the following terms:




	 	 	 

	Proposed Date of Advance:

	 	[      ] (or, if that is not a Business Day,
the next Business Day)
	 
	 	 
	Amount:

	 	[    ]
	 
	 	 
	Interest Period:

	 	[      ]





We confirm that each condition specified in clause 13 of the Loan Agreement is satisfied on the
date of this Request for Disbursement. For the sake of good order we confirm that, as at the date
of the proposed date of the above requested Advance, the amount of the Advance requested hereunder
does not, together with the amount of the Unpaid Balance of the Credit (excluding such Advance),
exceed the amount of the Commitment.



We hereby certify and confirm, as at the date hereof and as at the date of the proposed date of the
above requested Advance, that the representations and warranties set out in clause 13 of the Loan
Agreement, which are deemed to be repeated pursuant to the terms thereof, are true and accurate in
all material respects, that the Company is in compliance with all its undertakings under the Loan
Documents and that, without derogating from the foregoing, no Default has occurred and is
continuing and no Default shall occur as a result of the making of the Advance requested hereunder.



The proceeds of this Advance should be credited to the Loan Account.



This Request for Disbursement is irrevocable, except as provided in the Loan Agreement.




[Signature Page to BLUSA Amended and Restated Loan 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.
Sincerely,



Gazit First Generation LLC




	 	 	 	 	 
	 	By:  	  	 [authorized signatory]
	 	 	Name	 
	 	 	Title:





	 	 	 	 	 
	 	By:  	  	 [authorized signatory]
	 	 	Name	 
	 	 	Title:




	Cc:	 	 Bank Leumi le-Israel B.M.

Construction and Real Estate Division

32 Yehuda Halevy Street

Tel Aviv, Israel 65121

Attention: Zeev Jellinek

Facsimile: (972) 3-514-8980




 









 




[*] = 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.







Schedule F




[Copy of final unsigned Amending Agreement]



[Signature Page to BLUSA Amended and Restated Loan Agreement]