exv10w11





[*] = 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 10.11




AMENDING AGREEMENT




to



ADDITIONAL CONDITIONS

FOR GRANTING CREDITS




THIS AMENDING AGREEMENT TO ADDITIONAL CONDITIONS FOR GRANTING CREDITS
(this “Amending Agreement”) is made and entered into as of the 17th day
of April, 2011, by and between:




(1) GAZIT—GLOBE LTD. (the “Company”)




and




(2) BANK LEUMI LE—ISRAEL B.M. (the “Bank”)



	 	 	 

	WHEREAS:

	 	the Company and the Bank are parties to Additional Conditions for
Granting Credits dated August 4, 2008, as amended by an Amendment
No. 1 to the Additional Conditions dated February 26, 2009, an
Amendment to the Loan Documents dated May 14, 2009, an Amendment
to the Additional Conditions dated December 27, 2009, an
Amendment to the Additional Conditions dated September 10, 2010
and an Amendment to the Additional Conditions dated December 27,
2010 (the “Additional Conditions”), as well as being parties to
other Loan Documents (as such term is defined in the Additional
Conditions); and
	 
	 	 
	WHEREAS:

	 	the Company has requested that certain changes be made to the
provisions of the Additional Conditions (including the
postponement of the Maturity Date and an increase in the amount
of the Credit (as such terms are defined therein)); and
	 
	 	 
	WHEREAS

	 	the Company and the Bank have, subject to the fulfilment of the
conditions precedent set out in clause 3 below, agreed to replace
the Additional Conditions with the Restated Additional Conditions
(as defined herein), subject to the terms and conditions set out
in this Amending Agreement below; and
	 
	 	 
	WHEREAS

	 	Gazit Generation (as defined herein), as borrower, the Company
and BLUSA (as defined herein) are, or will become, parties to the
US Loan Agreement (as






 









 




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


	 	 	 

	 

	 	defined herein) and the obligation of BLUSA
to make or maintain any BLUSA Advance (as such term is defined in
the Restated Additional Conditions) under the terms of the US
Loan Agreement, shall be subject to, inter alia, the fulfilment
of the conditions precedent set out in clause 3 below; and
	 
	 	 
	WHEREAS

	 	the Company has agreed that fulfilment of the conditions
precedent set out in clause 3 below is for the benefit of the
Bank, BLUSA and the Collateral Agent under the Loan Documents and
the US Loan Documents,






NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:





	1.	 	INTERPRETATION
	 
	1.1.	 	Terms, words and expressions defined in the Restated Additional Conditions not otherwise
defined herein shall bear the same meaning as in the Restated Additional Conditions and all
provisions of the Restated Additional Conditions concerning matters of construction and
interpretation shall apply to this Amending Agreement.
	 
	1.2.	 	In this Amending Agreement, including the Exhibits hereto:





	 	 	 	 	 	 	 

	1.2.1.

	 	“Amending Agreement”
	 	—
	 	means this Amending Agreement;
	 
	 	 	 	 	 	 
	1.2.2.

	 	“Amendment
Closing Date”
	 	—
	 	means the 2nd (second) Business Day following the date on
which the Bank and BLUSA are satisfied that all the
conditions precedent referred to in clause 3 below have been
fulfilled (or waived, the Bank being under no obligation
whatsoever to grant any waiver) in form and substance
reasonably satisfactory to the Bank and BLUSA;
	 
	 	 	 	 	 	 
	1.2.3.

	 	“BLUSA”
	 	—
	 	means Bank Leumi USA;
	 
	 	 	 	 	 	 
	1.2.4.

	 	“Business Day”
	 	—
	 	means a day on which banks are open for business in
Tel-Aviv, Israel and New York, New York, United States of
America;
	 
	 	 	 	 	 	 
	1.2.5.

	 	“Cash Collateral
Accounts”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)   a deposit account to be opened by Gazit
Generation at BLUSA into which account all
dividends or other cash distributions paid by
EOI in respect of, on or by reason of, any
Gazit Generation Owned EOI Pledged Shares
that are in certificated form and not
credited to the Securities Account of Gazit
Generation shall be deposited; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)   a deposit account opened or to be opened by
MGN America at BLUSA into which 







 









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	       account all
dividends or other cash distributions paid by
EOI in respect of, on or by reason of, any
MGN America Owned EOI Pledged Shares that are
in certificated form and not credited to the
Securities Account of MGN America shall be
deposited; 







	 	 	 	 	 	 	 

	1.2.6.

	 	“Cash Collateral
Agreements”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)   a cash collateral agreement governed by the
laws of the State of New York in form and
substance satisfactory to the Bank and BLUSA,
in their respective absolute discretion, to
be made among Gazit Generation, the Bank,
BLUSA and the Collateral Agent; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)   a cash collateral agreement governed by the
laws of the State of New York in form and
substance satisfactory to the Bank and BLUSA,
in their respective absolute discretion, to
be made among MGN America, the Bank, BLUSA
and the Collateral Agent;

	 
	 	 	 	 	 	 
	1.2.7.

	 	“Custody Agreement”
	 	—
	 	means:
	 
	 

	 	 	 	 	 	(a)   the agreement to be made between Gazit
Generation, the Collateral Agent, the Bank
and BLUSA with any third party custodian
(such as Pershing, LLC or Leumi Investment
Services Inc.) (“Custodian”) nominated for
such purpose by the Collateral Agent, in form
and substance satisfactory to the Bank and
BLUSA in their respective absolute
discretion, pursuant to which, and on the
terms and conditions set forth therein, the
Custodian agrees to hold any stock
certificate evidencing Certificated EOI
Pledged Shares held by Gazit Generation and
any other documents that may be deposited
with the Custodian in connection therewith
(including those documents relating to such
Certificated EOI Pledged Shares referred to
in clause 3.1.10 below); and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)  the agreement to be made between MGN
America, the Collateral Agent, the Bank
and BLUSA with any Custodian nominated for
such purpose by the Collateral Agent, in
form and substance satisfactory to the







 









 




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


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	       Bank
and BLUSA in their respective absolute
discretion, pursuant to which, and on the
terms and conditions set forth therein, the
Custodian agrees to hold any stock
certificate evidencing Certificated EOI
Pledged Shares held by MGN America and any
other documents that may be deposited with
the Custodian in connection therewith
(including those documents relating to such
Certificated EOI Pledged Shares referred to
in clause 3.1.10 below);







	 	 	 	 	 	 	 

	1.2.8.

	 	“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 the Restated
Additional Conditions and
the other Loan Documents, in
its capacity as a guarantor
under the US Loan Documents
or in any other capacity;
	 
	 	 	 	 	 	 
	1.2.9.

	 	“Gazit America”
	 	—
	 	means Gazit America Inc., a
corporation incorporated
under the laws of the
Province of Ontario;
	 
	 	 	 	 	 	 
	1.2.10.

	 	“Gazit Generation”
	 	 	 	means Gazit First Generation
LLC, a limited liability
company formed under the
laws of the State of
Delaware, whether for the
avoidance of doubt, in its
capacity as a guarantor
under the Restated
Additional Conditions and
the other Loan Documents, in
its capacity as borrower
under the US Loan Documents
or in any other capacity;
	 
	 	 	 	 	 	 
	1.2.11.

	 	“Gazit Generation Owned
EOI Pledged Shares”
	 	—
	 	means those EOI Pledged
Shares that on the Amendment
Closing Date are: (i) in
legended certificated form,
registered in the name of
Gazit Generation and that
have been delivered to the
Collateral Agent to hold in
safekeeping as Collateral
pursuant to clause 3.1.10
below; or (ii) otherwise
credited by the Securities
Intermediary as financial
assets to the Securities
Account of Gazit Generation;
	 
	 	 	 	 	 	 
	1.2.12.

	 	“Gazit Maple”
	 	 	 	means Gazit Maple Inc., a
corporation formed under the
laws of the Province of
Ontario, whether, for the
avoidance of doubt, in its
capacity as a guarantor
under the Restated
Additional Conditions and
the other Loan
Documents, in its capacity as a guarantor under
the US Loan Documents or in any other capacity;






 









 




[*] = 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.


	 	 	 	 	 	 	 

	1.2.13.

	 	“General Terms”
	 	—
	 	means those provisions of
the General Terms of
Operation of a Current Debt
Account, in form and
substance reasonably
satisfactory to the Bank,
that will apply to the
terms and conditions of the
Credit in the manner as
contemplated under clause
18 of the Restated
Additional Conditions;
	 
	 	 	 	 	 	 
	1.2.14.

	 	“Guarantees”
	 	—
	 	means the guarantees to be
executed by each Guarantor,
each of which to be in form
and substance satisfactory
to the Bank and BLUSA in
their respective absolute
discretion, to be governed
by the law of the State of
New York (or, in respect of
the guarantee to be given
by the Company, and if the
Bank and BLUSA so direct in
writing, by the laws of the
State of Israel but,
otherwise, in the absence
of any such direction, by
the law of the State of New
York), provided that, in
respect of the guarantees
to be executed by Gazit
Maple, such Guarantor shall
guarantee the payment of
the Company Secured Solo
Obligations and the
Company’s obligations under
the Guarantee in respect of
which the Company is a
party (it being
acknowledged that: (a) any
guarantee to be given by
Gazit Maple shall be on
terms that such Guarantor’s
liability shall be limited
to the realisation of that
part of the Collateral to
be secured by such
Guarantor under the Pledge
Agreements to which such
Guarantor is a party); and
(b) the guarantees to be
delivered and executed by
the Company and MGN USA
shall, without derogating
from the foregoing, also
include undertakings from
such entities: (i) in
substantially the same form
as set out in Exhibit A
hereto); and (ii) pursuant
to which the Company and
MGN USA agree to waive all
rights any of them may have
as a creditor of any
Guarantor Shareholder
arising from or related to
the transfer of any EOI
Common Shares from any
Guarantor Shareholder to
any US Guarantor or fellow
Guarantor Shareholder and
the entry into and the
performance of any Security
Document by any Guarantor
Shareholder;
	 
	 	 	 	 	 	 
	1.2.15.

	 	“Guarantor Shareholder
Subordination Agreement”
	 	—
	 	means the subordination
agreement governed by the
law of the State of New
York in form and substance
satisfactory to the Bank
and BLUSA
in their respective absolute discretion to be made
by and among the Collateral Agent, the Bank,
BLUSA, the Company and the Guarantor






 









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	Shareholders,
pursuant to which, inter alia, all Subordinated
Shareholder Loans to any Guarantor Shareholder are
to be subordinated to the Secured Obligations;
	 
	 	 	 	 	 	 
	1.2.16.

	 	“Guarantor Shareholders”
	 	—
	 	means Gazit 1995 and MGN
USA and “Guarantor
Shareholder” means either
of them;
	 
	 	 	 	 	 	 
	1.2.17.

	 	“Guarantor
Subordination Agreement”
	 	—
	 	means the subordination
agreement governed by the
law of the State of New
York in form and
substance satisfactory to
the Bank and BLUSA in
their respective absolute
discretion to be made by
and among the Collateral
Agent, the Bank, BLUSA,
the Company, the US
Guarantors and the
Guarantor Shareholders,
pursuant to which, inter
alia: all Subordinated
Shareholder Loans to any
US Guarantor are to be
subordinated to the
Secured Obligations;
	 
	 	 	 	 	 	 
	1.2.18.

	 	“Guarantors”
	 	—
	 	means the US Guarantors,
the Guarantor
Shareholders, the
Company, Gazit Maple and
any other Person that is
a Subordinated Lender and
“Guarantor” shall mean
any of them;






	 	 	 	 	 	 	 

	1.2.19.

	 	“Irrevocable Instructions”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)   irrevocable instructions from Gazit
Generation to EOI, in form and substance
satisfactory to the Bank and BLUSA, in their
respective absolute discretion, pursuant to
which, inter alia, Gazit Generation shall
irrevocably instruct EOI: (i) to pay all
dividends or other cash dividends paid by EOI
in respect or by reason of Gazit Generation
Owned EOI Pledged Shares that are in
certificated form into the Cash Collateral
Account of Gazit Generation; (ii) not to
recognise or register any transfer of any
such certificated Gazit Generation Owned EOI
Pledged Shares unless such transfer has first
been approved in writing by the Collateral
Agent; (iii) to deposit with the Collateral
Agent, immediately upon their issue, all
stock certificates and other relevant
certificates of ownership relating to any
securities issued or distributed by EOI
(including any securities issued by way of
any rights issue or bonus issue) in
respect of, or deriving from any rights
relating to, any Gazit Generation Owned







 









 




[*] = 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

Pledged Shares that are in certificated
form; and (iv) not to issue any replacement
stock certificates or cancel any stock
certificates relating to the Gazit
Generation Owned EOI Pledged Shares that are
in certificated form, unless and to the
extent approved and/or instructed otherwise
by the Collateral Agent, the receipt of such
instructions to be duly acknowledged by EOI
to the Collateral Agent, the Bank and BLUSA;
and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)   irrevocable instructions from MGN America to
EOI, in form and substance satisfactory to
the Bank and BLUSA, in their respective
absolute discretion, pursuant to which, inter
alia, MGN America shall irrevocably instruct
EOI: (i) to pay all dividends or other cash
dividends paid by EOI in respect or by reason
of MGN America Owned EOI Pledged Shares that
are in certificated form into the Cash
Collateral Account of MGN America; (ii) not
to recognise or register any transfer of any
such certificated MGN America Owned EOI
Pledged Shares unless such transfer has first
been approved in writing by the Collateral
Agent; (iii) to deposit with the Collateral
Agent, immediately upon their issue, all
stock certificates and other relevant
certificates of ownership relating to any
securities issued or distributed by EOI
(including any securities issued by way of
any rights issue or bonus issue) in respect
of, or deriving from any rights relating to,
any MGN America Owned EOI Pledged Shares that
are in certificated form; and (iv) not to
issue any replacement stock certificates or
cancel any stock certificates relating to the
MGN America Owned EOI Pledged Shares that are
in certificated form, unless and to the
extent approved and/or instructed otherwise
by the Collateral Agent, the receipt of such
instructions to be duly acknowledged by EOI
to the Collateral Agent, the Bank and BLUSA;







	 	 	 	 	 	 	 

	1.2.20.

	 	“MGN America”
	 	—
	 	means MGN America, LLC (formerly MGN America, Inc.), a company converted
from a corporation 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






 









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	capacity as a guarantor under the Restated
Additional Conditions and the other Loan
Documents, in its capacity as a guarantor under
the US Loan Documents or in any other capacity;
	 
	 	 	 	 	 	 
	1.2.21.

	 	“MGN America Owned
EOI Pledged Shares”
	 	—
	 	means those EOI Pledged Shares
that on the Amendment Closing
Date are: (i) in legended
certificated form, registered in
the name of MGN America and that
have been delivered to the
Collateral Agent to hold in
safekeeping as Collateral
pursuant to clause 3.1.10 below;
or (ii) otherwise credited by
the Securities Intermediary as
financial assets in the
Securities Account of MGN
America;
	 
	 	 	 	 	 	 
	1.2.22.

	 	“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 the Restated
Additional Conditions and the
other Loan Documents, in its
capacity as a guarantor under
the US Loan Documents or in any
other capacity;
	 
	 	 	 	 	 	 
	1.2.23.

	 	“Obligors”
	 	—
	 	means the Company and each
Guarantor and “an Obligor” means
any of them;
	 
	 	 	 	 	 	 
	1.2.24.

	 	“Pledge Agreements”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)   a pledge and security agreement governed by
the law of the State of New York in form and
substance satisfactory to the Bank and BLUSA
in their respective absolute discretion to be
made by Gazit 1995 in favour of the
Collateral Agent, pursuant to which and
subject to the terms and conditions thereof,
Gazit 1995 shall grant to the Collateral
Agent (for the benefit of the Bank and BLUSA)
as part of the security for the Secured
Obligations, a first priority security
interest in all rights, title and interests
of Gazit 1995 in and to the following: (i)
all its shareholdings and equity interests in
Gazit Generation and MGN America; and (ii)
all Subordinated Shareholder Loans now
existing or hereafter made by it to any US
Guarantor and to MGN USA subject to and in
accordance with clause 15.19 of the Restated
Additional Conditions;







 









 




[*] = 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)   a pledge and security agreement governed by
the law of the State of New York in form and
substance satisfactory to the Bank and BLUSA
in their respective absolute discretion to be
made by MGN USA in favour of the Collateral
Agent, pursuant to which and subject to the
terms and conditions thereof, MGN USA shall
grant to the Collateral Agent (for the
benefit of the Bank and BLUSA) as part of the
security for the Secured Obligations, a first
priority security interest in all rights,
title and interests of MGN USA in and to the
following: (i) all its shareholdings and
equity interests in MGN America; and (ii) all
Subordinated Shareholder Loans now existing
or hereafter made by it to any US Guarantor
and to Gazit 1995 subject to and in
accordance with clause 15.19 of the Restated
Additional Conditions;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)   a security agreement governed by the law of
the State of New York in form and substance
satisfactory to the Bank and BLUSA in their
respective absolute discretion to be made by
the Company in favour of the Collateral
Agent, pursuant to which and subject to the
terms and conditions thereof, the Company
shall grant to the Collateral Agent (for the
benefit of the Bank and BLUSA) as part of the
security for the Secured Obligations, a first
priority security interest in all rights,
title and interests of the Company in and to
all Subordinated Shareholder Loans now
existing or hereafter made by it to any US
Guarantor and to any Guarantor Shareholder
subject, in respect of any Subordinated
Shareholder Loans made to a Guarantor
Shareholder, to and in accordance with clause
15.19 of the Restated Additional Conditions;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(d)   a pledge and security agreement governed by
the law of the State of New York in form and
substance satisfactory to the Bank and BLUSA
in their respective absolute discretion to be
made by Gazit Generation in favour
of the Collateral Agent, pursuant to which
and subject to the terms and conditions
thereof, Gazit Generation shall grant to the
Collateral Agent (for the benefit of the Bank
and BLUSA) as part of
the security for the Secured Obligations, a 







 









 




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


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	       first priority security interest in all of
its personal property, whether now existing
or hereafter acquired, including, without
limitation, all rights, title and interests
of Gazit Generation in and to the following:

	 

	 	 	 	 	 	       (i) its Securities Account and all financial
assets now or hereafter credited thereto;
(ii) the securities entitlement of Gazit
Generation from the Securities Intermediary
for the Gazit Generation Owned EOI Pledged
Shares, all, or subject to clause 3.1.10
below, some, of which shares shall have been
deposited in, and credited by the Securities
Intermediary as financial assets to, Gazit
Generation’s Securities Account; (iii) the
Gazit Generation Owned EOI Pledged Shares
that are in legended certificated form; and
(iv) in the event any of the Gazit
Generation Owned EOI Pledged Shares are in
legended certificated form, all rights of
Gazit Generation in and to the Cash
Collateral Account;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(e)   a pledge and security agreement governed by
the law of the State of New York in form and
substance satisfactory to the Bank and BLUSA
in their respective absolute discretion to be
made by MGN America in favour of the
Collateral Agent, pursuant to which and
subject to the terms and conditions thereof,
MGN America shall grant to the Collateral
Agent (for the benefit of the Bank and BLUSA)
as part of the security for the Secured
Obligations, a first priority security
interest in all of its personal property,
whether now existing or hereafter acquired,
including, without limitation, all rights,
title and interests of MGN America in and to
the following: (i) its Securities Account and
all financial assets now or hereafter
credited thereto; (ii) the securities
entitlement of MGN America from the
Securities Intermediary for the MGN America
Owned EOI Pledged Shares, all, or subject to
clause 3.1.10 below, some, of which shares
shall have been deposited in, and credited by
the Securities Intermediary as financial
assets to, MGN America’s Securities Account;
(iii) the MGN America Owned EOI Pledged
Shares that are in legended certificated
form; (iv) in the event any of the MGN
America Owned EOI Pledged Shares are 







 









 




[*] = 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 legended certificated form, all rights of
MGN America in and to the Cash Collateral
Account; and (v) the Registration Rights
Agreement (subject to and in accordance with
clause 1.1.22(d) of the Restated Additional
Conditions);

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(f)   a pledge and security agreement governed by
the law of the State of New York in form and
substance satisfactory to the Bank and BLUSA
in their respective absolute discretion to be
made by Gazit Maple in favour of the
Collateral Agent, pursuant to which and
subject to the terms and conditions thereof,
Gazit Maple shall grant to the Collateral
Agent (for the benefit of the Bank and BLUSA)
as part of the security for the Company
Secured Solo Obligations and the Company’s
obligations under the Guarantee in respect of
which the Company is a party, a first
priority security interest of the nature
contemplated under the Restated Additional
Conditions and under the US Loan Agreement in
all rights, title and interests of Gazit
Maple in and to: (i) its Securities Account
and all financial assets now or hereafter
credited thereto; and (ii) the securities
entitlement of Gazit Maple from the
Securities Intermediary for the Gazit America
Pledged Shares, all of which security
entitlements shall have been deposited in,
and credited by the Securities Intermediary
as financial assets to, Gazit Maple’s
Securities Account; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(g)   a pledge and security agreement governed by
the law of the Province of Ontario in form
and substance satisfactory to the Bank and
BLUSA in their respective absolute discretion
to be made by Gazit Maple in favour of the
Collateral Agent, pursuant to which and
subject to the terms and conditions thereof,
Gazit Maple shall grant to the Collateral
Agent (for the benefit of the Bank and BLUSA)
as part of the security for the Company
Secured Solo Obligations and the Company’s
obligations under the Guarantee in respect of
which the Company is a party, a first
priority security interest of the nature
contemplated under the Restated Additional
Conditions and under the US
Loan Agreement in all rights, title 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 
 
 
 
interests of: (i) its Securities Account and
all financial assets now or hereafter
credited thereto; and (ii) the securities
entitlement of Gazit Maple from the
Securities Intermediary for the Gazit
America Pledged Shares all of which security
entitlements shall be deposited in, and
credited by the Securities Intermediary as
financial assets to, Gazit Maple’s
Securities Account;







 









 




[*] = 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.


	 	 	 	 	 	 	 

	1.2.25.

	 	“Restated
Additional Conditions”
	 	—
	 	means the Amended and
Restated Additional
Conditions, which will
replace the Additional
Conditions in accordance with
the terms of this Amending
Agreement, the terms of which
are set out in Exhibit B
hereto and initialled, for
the purposes of
identification, by the
parties hereto (with any
blanks to be filled in
pursuant to clause 3.1.26
below);
	 
	 	 	 	 	 	 
	1.2.26.

	 	“Securities Account
Control Agreements”
	 	 	 	means:
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	(a)   the Securities Account Control Agreement in
form and substance satisfactory to the Bank
and BLUSA in their respective absolute
discretion governed by the law of the State
of New York dated on or about the Amendment
Closing Date by and between MGN America, the
Collateral Agent and the Securities
Intermediary;

	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	(b)   the Securities Account Control Agreement in
form and substance satisfactory to the Bank
and BLUSA in their respective absolute
discretion governed by the law of the State
of New York dated on or about the Amendment
Closing Date by and between Gazit Generation,
the Collateral Agent and the Securities
Intermediary; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)   the Securities Account Control Agreement in
form and substance satisfactory to the Bank
and BLUSA in their respective absolute
discretion governed by the law of the State
of New York dated on or about the Amendment
Closing Date by and between Gazit Maple, the
Collateral Agent and the Securities
Intermediary;

	 
	 	 	 	 	 	 
	1.2.27.
	 	“US Guarantors”
	 	—
	 	means
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)   MGN America; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)   Gazit Generation 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	and “US Guarantor” means either of them;

	 
	 	 	 	 	 	 
	1.2.28.

	 	“US Guarantors’
Pledged Shares”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)   in respect of Gazit Generation, all of the
issued and outstanding shares and equity
interests and units of Gazit Generation







 









 




[*] = 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.


	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 
 
 
owned by Gazit 1995, which shares constitute
the entire issued and outstanding shares and
units of Gazit Generation; and

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)   in respect of MGN America, all of the issued
and outstanding shares and equity interests
and units of MGN America owned by Gazit 1995
and MGN USA, which shares constitute the
entire issued and outstanding shares and
units of MGN America;

	 
	 	 	 	 	 	 
	1.2.29.

	 	“US Loan Agreement”
	 	—
	 	means a certain Loan Agreement
to be entered into after the
date hereof by and among Gazit
Generation, as borrower, the
Company and BLUSA, as lender,
and the Collateral Agent;
	 
	 	 	 	 	 	 
	1.2.30.

	 	“Voting Agreements”
	 	—
	 	means:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(a)    the 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. Holding US Inc. and the Company, as
clarified by a letter, executed by the
parties to such agreement, dated February 1,
2011;

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(b)   the Liberty Equityholders Agreement; and 

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(c)   the Stockholders Agreement (the
“Intercompany Agreement”) dated as of May 23,
2010 by and among the Company, the Guarantor
Shareholders, Gazit America, MGN America,
Silver Maple Inc. and Ficus Inc.








	2.	 	RESTATEMENT AND REPLACEMENT OF THE ADDITIONAL CONDITIONS
	 
	 	 	With effect from the Amendment Closing Date and upon all activities to be performed on or
before the Amendment Closing Date being completed (or otherwise, in respect of any particular
activity, waived in writing by the Bank, the Bank being under no obligation whatsoever to
grant any such waiver), the Additional Conditions (including the Schedules attached thereto)
shall automatically be restated and fully replaced by the Restated Additional Conditions and,
thereupon, the Restated Additional Conditions (in the form executed by the parties in
connection with clause 3.1.26 below) shall, for the avoidance of doubt, constitute the sole
definitive and binding version of the Additional Conditions and be in full force and effect.
	 
	3.	 	CONDITIONS PRECEDENT
	 
	3.1.	 	The effectiveness of the restatement and replacement of the Additional Conditions by the
Restated Additional Conditions is subject to the conditions precedent that the Collateral
Agent or, where indicated, the Bank or, where indicated, BLUSA, shall have received (or
otherwise, in respect of any particular condition precedent, waived, in writing, by the Bank,
the Bank being under no obligation whatsoever to grant any such waiver), by no later
than 6 (six)






 











 



[*] = 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.



	 	 	months after the date hereof (the “Conditions
Precedent Date”), all of the
following documents, matters and things in form and substance satisfactory to the Bank:
	 
	3.1.1.	 	a copy, certified as a true copy by a legal counsel of the Company, of the Organisational
Documents of the Company, and each other Guarantor, and a confirmation from the Chief
Executive Officer or Chief Financial Officer of the Company, certifying that the copy of its
Organisational Documents, delivered as aforesaid, is true, up-to-date and complete. In
addition, an officer’s certificate, addressed to the Bank, BLUSA and the Collateral Agent,
from the Chief Executive Officer or Chief Financial Officer of the Company, to be delivered to
the Collateral Agent, containing copies of the Organisational Documents of EOI, and confirming
that such copies are true, up-to-date and complete;
	 
	3.1.2.	 	copies of: (a) certificates of “good standing”, in respect of each US Guarantor and
Guarantor Shareholder; and (b) a certificate of “status”, in respect of Gazit Maple, in each
case, dated within 30 (thirty) days prior to the date hereof and certified by the jurisdiction
of formation of each US Guarantor and each Guarantor Shareholder, together with a “bring-down”
certification of good standing by such jurisdiction dated the Business Day immediately prior
to the Amendment Closing Date;
	 
	3.1.3.	 	an opinion from the Company’s counsel confirming, in respect of each US Guarantor, Guarantor
Shareholder and Gazit Maple, the following: (a) its full name; (b) its date of incorporation
(or its foreign equivalent thereof); (c) its registration number (or its equivalent in its
jurisdiction of formation); and (d) its registered address (or its equivalent in its
jurisdiction of formation), to be delivered to the Bank;
	 
	3.1.4.	 	copies (in English or in Hebrew or, if the original is in another language, translated into
English by a certified translator), of resolutions of the respective Boards of Directors (or
equivalent supervisory boards) of each Obligor or a unanimous shareholders agreement (within
the meaning of the Business Corporation Act (Ontario) in the case of Gazit Maple) (in each
case, as required to comply with applicable law and the Organisational Documents of the
relevant entity) and, to the extent applicable, of any committee of the respective Boards of
Directors or other governing body and of the respective shareholders of each Obligor: (a)
evidencing approval of each document that is to be entered into by it as a condition precedent
for this Amending Agreement (including the approval of the incurrence of any indebtedness and
the creation of any security interest under any such document and all the terms and conditions
thereof); and (b) authorising named officers or authorised signatories (together with, if
requested by the Bank, a certificate of specimen signatures in respect thereof on the Bank’s
standard forms in respect of such matters) to execute, sign, deliver and perform each document
to be entered into by it as a condition precedent for this Amending Agreement and authorising
a specific person or persons, on its behalf, to sign and execute and/or give all documents and
notices and to take all other actions required to be signed and/or given and/or taken by it
under or in connection with such documents;
	 
	3.1.5.	 	originals (unless indicated otherwise below) of the following documents, duly executed,
together with any other documents required to be delivered on the date of signature thereof or
as conditions precedent to the effectiveness thereof or in order to register such documents or
to perfect any pledge, charge or other security interest created thereunder, all the
aforegoing: (a) to be in the respective forms as attached to this Amending Agreement, or if
not so attached, in a form and on terms and conditions satisfactory to the Bank and BLUSA in
their respective absolute discretion; and (b) unless otherwise indicated, to be delivered to
the Collateral Agent:






	 	1.1.1.1	 	   3.1.5.1. the Securities Account Control Agreements;
	 
	 	1.1.1.2	 	 
	 
	 	1.1.1.3	 	   3.1.5.2. the Pledge Agreements;
	 
	 	1.1.1.4	 	 
	 
	 	1.1.1.5	 	   3.1.5.3. the Guarantor Subordination 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.


	 	1.1.1.6	 	 
	 
	 	1.1.1.7	 	3.1.5.4. the Guarantor Shareholder Subordination Agreement;
	 
	 	1.1.1.8	 	 
	 
	 	1.1.1.9	 	3.1.5.5. copies of all Subordinated Shareholder Loan Agreements dated on
or before the Amendment Closing Date duly certified by the Chief Financial
Officer of the Company as true copies;
	 
	 	1.1.1.10  	 	 
	 
	 	1.1.1.11  	 	3.1.5.6. in the event any of the EOI Pledged Shares are in legended
certificated form, the Cash Collateral Agreements;
	 
	 	1.1.1.12  	 	 
	 
	 	1.1.1.13  	 	3.1.5.7. in the event any of the EOI Pledged Shares are in legended
certificated form, the Irrevocable Instructions;
	 
	 	1.1.1.14  	 	 
	 
	 	1.1.1.15  	 	3.1.5.8. in the event any of the EOI Pledged Shares are in legended
certificated form, the Custody Agreements;
	 
	 	1.1.1.16  	 	 
	 
	 	1.1.1.17  	 	3.1.5.9. the Guarantees, together with a duly acknowledged (by each
Guarantor executing a copy thereof) “notice to the Guarantor in respect of
a Guarantee” in the form attached as Exhibit C hereto (such acknowledgments
to be delivered to the Bank);
	 
	 	1.1.1.18	 	 
	 
	 	1.1.1.19	 	3.1.5.10. a copy of each Voting Agreement (including, for the avoidance
of doubt, the letter of clarification referred to in paragraph (a) of
clause 1.2.30 above), certified by the Chief Financial Officer of the
Company as being a true copy;
	 
	 	1.1.1.20	 	 
	 
	 	1.1.1.21	 	3.1.5.11. the General Terms, to be delivered to the Bank;
	 
	 	1.1.1.22	 	 
	 
	 	1.1.1.23	 	3.1.5.12. standard forms (including, in respect of the Company, the
Bank’s latest version of the General Terms of Operation of a Current Debt
Account in the English language, that shall apply to the terms of any
financial accommodation except for the Credit, as contemplated in clause 18
of the Restated Additional Conditions, to be delivered to the Bank, and, in
respect of the LTV Guarantors, the Standard Form Documents (as such term is
defined in the US Loan Agreement) to be delivered to BLUSA in connection
with clause 3.1.21 below) and/or agreements or other documents as may be
reasonably required by the Collateral Agent, the Bank, BLUSA or the
Securities Intermediary, and consistent with the Collateral Agent’s, the
Bank’s, BLUSA’s or the Securities Intermediary’s general practice, as
applicable and/or in order to provide or maintain the Credit, to open or
maintain any Securities Account and/or, if applicable, Cash Collateral
Account and/or securities deposit account and/or to accept any Guarantee,
including such forms and documents, to be delivered to the Bank, as may be
otherwise reasonably required by the Bank for compliance with all
identification and other procedures required under the Israeli




 









 




[*] = 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.


	 	 	 	Prohibition
on Money Laundering Law, 5760-2000 or other similar laws;
	 
	 	1.1.1.24	 	 
	 
	 	1.1.1.25	 	3.1.5.13. an opinion given by the external Israeli legal counsel of the
Company addressed to the Bank, BLUSA and the Collateral Agent in form and
substance reasonably satisfactory to the Bank and BLUSA;
	 
	 	1.1.1.26	 	 
	 
	 	1.1.1.27	 	3.1.5.14. opinions given by the external US legal counsel of each of
the Obligors addressed to the Bank, BLUSA and the Collateral Agent in form
and substance reasonably satisfactory to the Bank and BLUSA;
	 
	 	1.1.1.28	 	 
	 
	 	1.1.1.29	 	3.1.5.15. opinions given by the external Canadian legal counsel of
Gazit Maple addressed to the Bank, BLUSA and the Collateral Agent in form
and substance reasonably satisfactory to the Bank and BLUSA;
	 
	 	1.1.1.30	 	 
	 
	 	1.1.1.31	 	3.1.5.16. a certificate of the Chief Executive Officer or Chief
Financial Officer of the Company, addressed to the Bank, BLUSA and the
Collateral
Agent, in a form reasonably acceptable to the Bank and BLUSA, certifying
that the Gazit Generation Owned EOI Pledged Shares and the MGN America Owned
EOI Pledged Shares, as at the Amending Closing Date, constitute not less
than 20% (twenty percent) of the issued and outstanding capital stock of EOI
on a Fully Diluted Basis as at the Amendment Closing Date, it being agreed
that any such certification, to the extent it requires the computation of
the issued and outstanding capital stock of EOI on a Fully Diluted Basis,
will be based on information publicly available as at the Business Day prior
to the Amendment Closing Date;
	 
	 	1.1.1.32	 	 
	 
	 	1.1.1.33	 	3.1.5.17. a certificate of the Chief Executive Officer or Chief
Financial Officer of the Company, addressed to the Bank, BLUSA and the
Collateral Agent, in a form reasonably acceptable to the Bank and BLUSA,
certifying that the Qualified EOI Common Shares constitute, as at the
Amending Closing Date, not less than 33.3% (thirty-three point three
percent) of the issued and outstanding capital stock of EOI on a Fully
Diluted Basis as at the Amendment Closing Date, it being agreed that any
such certification, to the extent it requires the computation of the issued
and outstanding capital stock of EOI on a Fully Diluted Basis, will be
based on information publicly available as at the Business Day prior to the
Amendment Closing Date; and
	 
	 	1.1.1.34	 	 
	 
	 	1.1.1.35	 	3.1.5.18. a certificate of the Chief Executive Officer or Chief
Financial Officer of the Company, addressed to the Bank, BLUSA and the
Collateral Agent, in a form reasonably acceptable to the Bank and BLUSA,
certifying as to the percentage that the Gazit America Pledged Shares, in
respect of which Gazit Maple has security entitlements, constitute, as at
the Amendment Closing Date, of the issued and outstanding capital stock of
Gazit America on a non-Fully Diluted




 









 




[*] = 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.


	 	 	 	Basis, it being agreed that any such
certification, to the extent it requires the computation of the issued and
outstanding capital stock of Gazit America, will be based on information
publicly available as at the Business Day prior to the Amendment Closing
Date.
	 
	 	1.1.1.36	 	 
	 
	 	 	 	The Guarantees, the Guarantor Subordination Agreement, the Guarantor Shareholder
Subordination Agreement and the Pledge Agreements, to the extent not executed in Israel,
shall be certified in accordance with the Hague Apostille Convention or Section 30 of
the Evidence Ordinance [New Version], 5731-1971) and a duplicate of the executed Pledge
Agreement referred to in paragraph (c) of clause 1.2.24 above shall, in addition, also
be delivered to the Bank with a notarised translation of such document;






	3.1.6.	 	a copy, (certified by the Chief Executive Officer or Chief Financial Officer of the Company)
of the Ownership Limits Waiver Agreement and a copy (certified by any officer or managing
member of MGN America) of the Registration Rights Agreement (including all amendments and
assignments made thereto);
	 
	3.1.7.	 	(a) the US Loan Agreement (including, without limitation, the Note, as such term is defined
therein), the original to be delivered to BLUSA and a copy thereof to be delivered to the
Collateral Agent and the Bank; and (b) Form U-1 executed by Gazit Generation is delivered to
BLUSA;
	 
	3.1.8.	 	all of the Company’s representations and warranties given pursuant to this Amending
Agreement shall be accurate in all material respects as of the Amendment Closing Date, as if
made on the Amendment Closing Date;
	 
	3.1.9.	 	no Default shall have occurred and be continuing;
	 
	3.1.10.	 	the Pledged Shares shall have been deposited, free and clear of any Encumbrance (except for
security interests created in favour of the Bank, the Collateral Agent and BLUSA under the
Pledge Agreements and, to the extent expressly permitted under the Pledge Agreements, for
security interests created in favour of the Securities Intermediary), and credited as
financial assets to the Securities Accounts established and maintained by the US
Guarantors and Gazit Maple with the Securities Intermediary, in accordance with the
Pledge Agreements referred to in paragraphs (d), (e) and (f) of clause 1.2.24 above,
save that, if and to the extent any EOI Pledged Shares are in certificated form and
cannot, due to legend restrictions thereon, be credited as financial assets to the
Securities Accounts of Gazit Generation and/or MGN America, as applicable, there shall
have been deposited, free and clear of any Encumbrance (except for security interests
created in favour of the Bank, the Collateral Agent and BLUSA under the Pledge
Agreements), with the Custodian pursuant to the Custody Agreements (and/or deposited
with such other Person, including the Collateral Agent, as the Collateral Agent may
nominate for such purpose), original stock certificates representing such Certificated
EOI Pledged Shares together with: (a) undated stock powers in respect of such
Certificated EOI Pledged Shares duly executed in blank by the relevant pledgor thereof;
and (b) undated voting proxies covering all of such Certificated EOI Pledged Shares duly
executed by the relevant pledgor thereof in the Collateral Agent’s favour, all of the
aforegoing in form and substance to the satisfaction of the Bank and BLUSA, in their
respective absolute discretion;
	 
	3.1.11.	 	(a) an irrevocable approval executed by Gazit 1995 approving, inter alia, the granting of a
security interest by MGN USA of all of MGN USA’s “units” in MGN America to the Collateral
Agent, the Bank, BLUSA, or any other Person, the transfer of any such “units” to any Person
within the framework of the realisation of the pledge over such interests and the admission of
any such transferee as a member of MGN America, in form and substance satisfactory to the
Bank, in its absolute discretion;
	 
	 	 	(b) an irrevocable approval executed by MGN America approving, inter
alia, the granting of a security interest by Gazit 1995 of all of Gazit 1995’s
“units” in MGN America to




 









 




[*] = 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 Collateral Agent, the Bank, BLUSA or any other
Person, the transfer of any such “units” to any Person within the framework of the
realisation of the pledge over such interests and the admission of any such
transferee as a member of MGN America, in form and substance satisfactory to the
Bank, in its absolute discretion;
	 
	 	 	(c) a waiver from both Gazit 1995 and MGN USA waiving any requirement
under Article 9.1(a) of the MGN America LLC Agreement to deliver an opinion of
counsel in connection with any pledge by a member of its interest in MGN America;
and
	 
	 	 	(d) an irrevocable approval executed by Gazit 1995 approving, inter alia,
the transfer of all its “units” in Gazit Generation to the Collateral Agent, the
Bank, BLUSA, or any other Person within the framework of the realisation of the
pledge over such interests and the admission of any such transferee as a member of
Gazit Generation, in form and substance satisfactory to the Bank, in its absolute
discretion;
	 
	3.1.12.	 	all of the representations and warranties of the Obligors under each Loan Document shall be
true and correct as if each such representations and warranties were made on the Amendment




 









 




[*] = 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.


	 	 	Closing Date and all of the representations and warranties of the Obligors (as such term
is defined in the US Loan Agreement) under each US Loan Document shall be true and
correct as if each such representations and warranties were made on the Amendment
Closing Date;
	 
	3.1.13.	 	the Company shall have paid to the Bank the upfront fee referred to in clause 11.1 of the
Restated Additional Conditions;
	 
	3.1.14.	 	there shall be no impediment, restriction, prohibition or limitation imposed upon the Bank,
BLUSA or the Collateral Agent by any Applicable Law or regulatory body or authority,
including, without limitation, impediment, restrictions, prohibitions or limitations in the
policy of the Bank of Israel as to: (a) the proposed granting of the Credit under the Restated
Additional Conditions or the repayment thereof; (b) the proposed financing (including the
Bank’s participation thereunder) under the BLUSA Loan Agreement or its repayment; (c) the
security interests to be created under, and the perfection of the security interests by the
Collateral Agent in the Collateral as contemplated by, the Security Documents; (d) the
realisation of any Collateral (other than mandatory provisions of Applicable Law); (e) the
application of the proceeds of the realisation of any such rights; or (f) any other rights of
the Collateral Agent under the Security Documents;
	 
	3.1.15.	 	the granting of the Credit under the Restated Additional Conditions shall not result in the
Bank exceeding the limits under Bank of Israel guidelines and directives and/or under any
other laws applicable to financial institutions with respect to single borrowers (Loveh
Boded), groups of borrowers (Kvutzat Lovim), connected Persons (Anashim Kshurim) or to the 6
(six) largest borrowers or groups of borrowers or any other limit or limitations imposed or
proposed to be imposed thereunder;
	 
	3.1.16.	 	under the terms of each US Guarantor’s respective Organisational Documents, each US
Guarantor has expressly “opted in” to Article 8 of the Delaware Uniform Commercial Code (the
“DEUCC”) and elected to treat all its limited liability company and equity interests and units
as “securities” (as defined in the DEUCC) for all purposes;




 









 




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


	3.1.17.	 	except with respect to recording and registration of Encumbrances created under the Pledge
Agreement referred to in clause 1.2.24(c) with the Israeli Registrar of Companies, the Pledge
Agreements and the Encumbrances purported to be created thereby shall have been duly
registered, perfected and filed in accordance with the laws of the jurisdiction of
incorporation of the Obligor party thereto, and the laws of jurisdiction of the location of
the Collateral referred to therein and that all filings, recordings, registrations and other
actions in connection with the aforegoing have been made, including, without limitation, (a)
in the case of MGN America, the filing of duly authorized financing statement on form UCC-1 in
the Office of the Delaware Secretary of State, (b) in the case of Gazit Generation, the filing
of 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 duly authorized
financing statement on form UCC-1 in the Office of the Nevada Secretary of State; (d) in the
case of the Company, the filing of 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, referred to in clause 1.2.24(c) above, together with a notarised 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 (e) in the case of
Gazit Maple, the filing of a duly authorised 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) and the filing of duly authorised
financing statement on form UCC-1 in the Office of the Recorder of Deeds in the District of
Columbia. In addition, the Bank shall have received all documents required for registration
and recording of the Pledge Agreement, referred to in clause 1.2.24(c) above including a
notarised 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;




 









 




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


	3.1.18.	 	the Collateral Agent shall have received: (a) the individual non-consolidated financial
statements and pro forma financial statements, as the case may be, of Gazit Maple, each US
Guarantor and each Guarantor Shareholder, consisting of a balance sheet, profit and loss
statement and statement of cash flow, certified by the Chief Executive Officer or the Chief
Financial Officer of the Company or of such entity as to: (i) fair presentation of its
financial position and the results of operations; and (ii) other than with respect to the pro
forma financial statements, having been prepared in accordance with GAAP consistently applied,
and showing each such statement immediately before and after the transfer of EOI Common Shares
and the Gazit America Pledged Shares under the proposed structure and as at the Amendment
Closing Date, including a certification that such entity is not (or will not be) insolvent at
any of such times or dates (assuming for this purpose that all intercompany debt pledged under
the Security Documents and subordinated under the Guarantor Subordination Agreement and the
Guarantor Shareholder Subordination Agreement is not taken into account as debt of such
entity); and (b) a list and amounts of: (i) all Subordinated Shareholder Loans owing by each
US Guarantor and each Guarantor Shareholder together with details of the relevant Subordinated
Lender; and (ii) all shareholder loans owing by Gazit Maple together with the details of the
relevant shareholder lender, in each case, as at the date hereof and, as reasonably expected,
as at the Amendment Closing Date, certified by the Chief Executive Officer or the Chief
Financial Officer of the Company or of each such Guarantor, all of the aforegoing, in form and
substance satisfactory to the Bank in its sole and absolute discretion;
	 
	3.1.19.	 	the copies of each Transfer Document (as defined in clause 14.13.3 of the Restated
Additional Conditions) and any other agreement by which the Gazit America Pledged Shares were
transferred to Gazit Maple or the EOI Pledged Shares were transferred to Gazit 1995 and/or any
of the US Guarantors, duly certified by the Chief Executive Officer or the Chief Financial
Officer of the Company;
	 
	3.1.20.	 	the Company shall have delivered to the Bank a list of companies included in the
Non-consolidated Expanded Financial Statements of the Company for the period ending on the
first Relevant Quarter;
	 
	3.1.21.	 	all: (a) bank or deposit accounts required by BLUSA to be opened by the LTV Guarantors with
BLUSA in connection with the Credit and the BLUSA Credit; (b) the Cash Collateral Accounts and
any other accounts or sub-accounts related thereto required by BLUSA, the Bank and the
Collateral Agent to be opened by the US Guarantors with BLUSA; and (c) the Securities Accounts
and any other accounts or sub-accounts related thereto required by the Securities Intermediary
to be opened by the LTV Guarantors with the Securities Intermediary in connection with the
Credit and the BLUSA Credit, shall have been opened, shall be fully operational and shall be
in full force and effect;
	 
	3.1.22.	 	the Bank shall have received the results of recent (dated within thirty (30) days of the
Amendment Closing Date) searches by a Person reasonably satisfactory to the Bank of the
Uniform Commercial Code, judgment and tax lien filings that may have been filed against any
Obligor or its property in the jurisdictions of such Obligor’s formation and/or where it
maintains (or has maintained) its place of business or chief executive office or property or
assets, as the case may be, during the previous 5 (five) years and the results of such
searches shall be satisfactory to the Bank, together with “bring-down” certifications from
each such jurisdictions dated the Business Day immediately prior to the Amendment Closing Date
and covering the period from the dates of such previous search results to the Business Day
immediately prior to the Amendment Closing Date;
	 
	3.1.23.	 	there shall have been delivered to the Collateral Agent, a certificate of the Chief
Executive Officer or Chief Financial Officer of the Company, addressed to the Bank, BLUSA and
the Collateral Agent, in a form reasonably acceptable to the Bank, computing: (a) the
financial ratio set forth in clause 9.23 of the Restated Additional Conditions; (b) the NAV
Per EOI Share (duly certified by the Auditors); and (c) the Adjusted NAV Per Gazit America
Share (duly certified by the Auditors), all of the aforegoing to be based on the last relevant
sets of financial statements (adjusted, to the extent applicable, in respect of EOI and Gazit
America,




 









 




[*] = 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 IFRS) of EOI, the Company and Gazit America published before the Amendment Closing
Date and to be computed as if any reference in the Restated Additional Conditions to the
expression “Relevant Quarter or Financial Year” shall be deemed to refer to the last
Quarter or Financial Year, as applicable, in respect of which any such financial
statements were published prior to the Amendment Closing Date;
	 
	3.1.24.	 	the financial ratios set forth in clause 9.23 of the Restated Additional Conditions shall
have been complied with on the basis of the last relevant sets of financial statements of the
Company published before the Amendment Closing Date and to be computed as if any reference in
the Restated Additional Conditions to the expression “Relevant Quarter or Financial Year”
shall be deemed to refer to the last Quarter or Financial Year, as applicable, in respect of
which any such financial statements were published prior to the Amendment Closing Date;
	 
	3.1.25.	 	evidence satisfactory to the Bank and BLUSA that all outstanding liabilities and
Indebtedness of MGN America, MGN USA and Gazit 1995 owing to BLUSA under that certain Loan
Agreement dated as of September 27, 2006 among MGN America, MGN USA and Gazit 1995, as
borrowers, and BLUSA as lender, as amended (“the Existing BLUSA Loan Agreement”), including,
without limitation, the unpaid principal of, and accrued interest on, all Loans (as defined in
the Existing BLUSA Loan Agreement), all unpaid fees (whether in connection with the
Commitment, the Securities Accounts or otherwise (as such terms are respectively defined in
the Existing BLUSA Loan Agreement)) and all unpaid costs and expenses owing to BLUSA in
connection therewith, have been irrevocably discharged and paid in full and that the
Commitment under the Existing BLUSA Loan Agreement has been terminated; and
	 
	3.1.26.	 	an original of the Restated Additional Conditions duly executed by the Company and duly
certified by counsel to the Company, with all blanks (if any) in respect of any dates or other
factual matters filled in to the Bank’s reasonable satisfaction, shall have been delivered to
the Bank and dated the Amendment Closing Date.
	 
	3.2.	 	In the event that the aforegoing conditions precedent are not, for any reason, all fulfilled
by the Conditions Precedent Date, then: (a) the Company shall pay the Bank (instead, for the
avoidance of doubt, of the non-utilization fee payable under clause 11.2 of the Restated
Additional Conditions) a non-utilization fee calculated at the rate of [***]% ([***] percent)
of US $[***] ([***] United States Dollars) in respect of the period commencing on the date
hereof and ending on the Conditions Precedent Date; and (b) save for this clause 3.2 and
clauses 3.3, 5 and 6 below, this Amending Agreement shall no longer be of any force or effect
and the Additional Conditions shall remain unaltered and in full force and effect and save as
aforesaid, no party shall have any claim arising out of or in connection with this Amending
Agreement.
	 
	3.3.	 	For the avoidance of doubt, without derogating from the Bank’s obligation to act in good
faith in relation to this Amending Agreement, the Company hereby agrees and acknowledges that
the Bank has no duty or obligation whatsoever in connection with the fulfilment of the
aforegoing conditions precedent and that it is the Company’s sole responsibility and duty to
fulfil or procure the fulfilment of all the conditions precedent as set forth in this Amending
Agreement.





4. REPRESENTATIONS AND WARRANTIES





	4.1.    	 	The Company acknowledges that the Bank has agreed to this Amending Agreement in full reliance
on the warranties and representations set forth in the Restated Additional Conditions, all of
which are deemed to have been made on the date hereof and on the Amendment Closing Date except
where such representation or warranty is stated to be made on another specific date.




 









 




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


	4.2.	 	For the avoidance of doubt, the term “Loan Documents” when referred to in the representations
and warranties set out in clause 14 of the Restated Additional Conditions, includes references
to this Amending Agreement and to the Restated Additional Conditions.





5. GENERAL





Clauses 9d, 13c, 13d and 13e of the Additional Conditions shall apply to this Amending
Agreement.



6. FEES





The Company shall pay: (a) the Bank on the date hereof a non-refundable document fee in the
total amount of US $[***] ([***] United States Dollars); and (b) BLUSA on the date hereof a
non-refundable document fee in the total amount of US $[***] ([***] United States Dollars).
All payments to be made by the Company under this Amending Agreement shall be calculated and
made free and clear of, and without any deduction for, or on account of, any set-off or
counterclaim and without any other deduction being made thereto.



IN WITNESS WHEREOF, the parties have signed this Amending Agreement to Additional Conditions for
Granting Credits effective as of the date first mentioned above.



the COMPANY:




	 	 	 	 	 

	for

	 	GAZIT—GLOBE LTD.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 





the BANK:




	 	 	 	 	 

	for

	 	BANK LEUMI LE—ISRAEL B.M.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






 









 




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


GENERAL TERMS OF OPERATION OF A CURRENT DEBIT ACCOUNT 




Branch no. __________________                     Customer no. ___________________




	 	 	 
	Name of customer/s	 	ID/registration/passport no.
	1.
	 	 
	 
	 	 
	2.
	 	 
	 
	 	 
	3.
	 	 
	 
	 	 
	4.
	 	 
	 
	 	 
	5.
	 	 






To:

BANK LEUMI LE-ISRAEL B.M.




Preamble



The customers whose details are recorded above request Bank Leumi le-Israel B.M.
(hereinafter referred to as “the Bank”) to open an account for them, that shall be operated
pursuant to all the terms and conditions set out below and pursuant to the other terms and
conditions set out in the Request to Open Account form, that has been and/or shall be signed by
the customers (hereinafter referred to as “the Request”).



In the framework of the account, the customers may act in various spheres of activity, as
detailed by them in the Request, including: a current checking/credit account, a current debit
account (including credit lines), securities deposits, shekel deposits, savings, foreign
currency (current account, credit lines and deposits), credits/loans in Israeli currency and in
foreign currency, opening of documentary credits and issuance of guarantee/indemnities (all the
above spheres of activity are hereinafter referred to, jointly and severally, as “the Account”).



The Request (including the Exhibit to the Request, which constitutes an integral part thereof),
as revised from time to time by the customers, constitutes an integral part of the General Terms
of Operation (the General Terms and the Request are hereinafter referred to, jointly and
severally, as “the General Terms and Conditions” or “this document”).



The General Terms and Conditions shall govern the Account and all the spheres of activity and
service channels specified by the customers in the Request. The foregoing not derogating from
clause 18 and the preamble of the Additional Conditions






 









 




[*] = 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.




GENERAL TERMS OF OPERATION OF A CURRENT DEBIT ACCOUNT

INDEX




	 	 	 
	Clause No.	 	Page No.
	PART A
	 	 
	1. Current Account —current debit Account (including credit line)
	 	1
	2. Securities deposit 
	 	4
	4. Shekel deposits and savings — general 
	 	7
	5. Savings plans 
	 	8
	6. Shekel deposits 
	 	10
	7. Foreign currency — current account, credit lines and deposits 
	 	12
	8. Banking communication services 
	 	14
	9. Account in the name of a business
	 	20
	PART B — Credits/Loans/Bank Guarantees
	 	 
	10. Documentary credits and guarantees/indemnities
	 	20
	13. Terms regarding receipt of credits/loans
	 	29
	14. General terms applying to all types of credits/loans covered by Part B
	 	38
	PART C — General (applies to all spheres of activity)
	 	 
	15. Manner of operating a joint account — Mutual authorization 
	 	41
	16. Receiving service by telephone and/or facsimile 
	 	42
	17. Right of lien 
	 	45
	18. Right of set-off 
	 	46
	19. Guarantees and collateral 
	 	47
	20. Commission and expenses 
	 	47
	21. Right to debit the Account 
	 	47
	22. Furnishing of details and databases
	 	48
	23. Legal proceedings, stamping of documents and jurisdiction 
	 	48
	24. Survivorship 
	 	48
	25. Cancelled
	 	 
	26. Leumi Information 
	 	48
	27. The Bank’s records, notices and certificates 
	 	49
	28. Exemption from liability in certain circumstances
	 	49
	29. Mailing address 
	 	49
	30. Holding mail at the branch (HOLD MAIL)
	 	49
	31. Holding mail in a special box 
	 	50
	32. The Bank’s right not to implement certain instructions 
	 	50
	33. The time for executing transactions 
	 	51
	34. The use of correspondents 
	 	51
	35. Change in the account holder’s details 
	 	51
	36. Enquiries and notices to the Bank 
	 	51
	37. Transfer of rights 
	 	51
	38. Waivers and/or compromises 
	 	51
	39. Technical changes in the account number and the division thereof 
	 	51
	40. Closing the Account 
	 	51
	40A. Accrual of interest 
	 	51
	41. Definitions 
	 	51
	42. Change in the terms and conditions hereof 
	 	52
	43. Bank’s exemption in respect of the duties of a holder 
	 	53
	44. Taxes 
	 	53
	45. Times of giving instructions
	 	53
	46. Governing law
	 	53
	47. Status of the signatories hereto
	 	53
	48. Singular and plural 
	 	53
	49. Headings 
	 	53
	50. Accompanying documents 
	 	53







 











 



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


BANK LEUMI LE-ISRAEL B.M.




GENERAL TERMS OF OPERATION OF A CURRENT DEBIT ACCOUNT




Preamble



The customers whose details are recorded above request Bank Leumi le-Israel B.M. (hereinafter
referred to as “the Bank”) to open an account for them, that shall be operated pursuant to all the
terms and conditions set out below and pursuant to the other terms and conditions set out in the
Request to Open Account form, that has been and/or shall be signed by the customers (hereinafter
referred to as “the Request”).



In the framework of the account, the customers may act in various spheres of activity, as detailed
by them in the Request, including: a current checking/credit account, a current debit account
(including credit lines), securities deposits, shekel deposits, savings, foreign currency (current
account, credit lines and deposits), credits/loans in Israeli currency and in foreign currency,
opening of documentary credits and issuance of guarantees/indemnities (all the above spheres of
activity are hereinafter referred to, jointly and severally, as “the Account”).



The Request (including the Exhibit to the Request, which constitutes an integral part thereof), as
revised from time to time by the customers, constitutes an integral part of the General Terms of
Operation (the General Terms and the Request are hereinafter referred to, jointly and severally, as
“the General Terms and Conditions” or “this document”).



The General Terms and Conditions shall govern the Account and all the spheres of activity
and service channels specified by the customers in the Request. The foregoing not derogating
from clause 18 and the preamble of the Additional Conditions



Part A





	1.	 	Current Debit Account






	 	1.1	 	Limits on the withdrawal of monies from the Account






	 	1.1.1	 	The customers shall only withdraw monies from the Account up to the amount of
the credit balance in the Account or up to the limit of the credit line available to
them in the Account.
	 
	 	1.1.2	 	The customers undertake not to carry out any action/withdrawal/debit which
shall cause the Account to exceed the authorized credit line, if such has been
authorized, or to go into debit, if no credit line has been authorized, and furthermore
to ensure that upon the date determined for debiting the Account with any kind of
debit, including debits that may not be prevented, such as debits of interest and
commissions, certain debits in respect of credit cards etc., the Account shall have a
sufficient credit balance or a credit line to cover the said debits.
	 
	 	1.1.3	 	The Bank shall not be obliged to honour any withdrawal, instruction or request
of the customers which creates or increases a debit balance in an account, unless the
debit balance so created is covered by a credit line.






	 	1.2	 	Credit Lines






	 	1.2.1	 	At the request of the customers and subject to the agreement of the Bank, a
credit line shall be granted to the customers in the Account, on terms that shall be
agreed with the customers in a request to allocate a credit line (hereinafter “the
Request to Allocate a Credit Line”).
	 
	 	 	 	Credit lines in an Account may have differing terms and conditions, including regarding
their duration and interest rates.
	 
	 	 	 	Furthermore, the Bank shall be entitled, but not obliged, to unilaterally grant to the
customers, at its sole discretion, a credit line. The period of the unilateral credit
line may be different from the period of the credit line granted at the request of the
Customers, if any. The Bank shall notify the Customers of the granting of the
unilateral credit line and its terms and conditions, promptly following their being
determined.
	 
	 	 	 	     The credit line granted at the request of the Customers shall hereinafter be referred
to as “the Credit Line”. The Bank shall not be obligated to grant or to renew the
Credit Line, in whole or in part. For the avoidance of doubt, it is hereby stated that
even if the Bank shall grant a Credit Line at the request of the Customers, then such
granting shall not be deemed an agreement by the Bank to do so in the future or to
renew a Credit Line, in whole or in part.






	 	1.2.2	 	Commission for the allocating of Credit and Credit Line






The Customers shall pay the commissions in connection with the Credit (as defined
in clause 41 below) in the manner set forth in clause 11 of the Additional Conditions.
No commission for allocating credit shall be charged in respect of a
unilateral credit line. For the avoidance of doubt, this clause
shall


1









 




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


	 	 	 	not derogate from
clauses 5.3 and 9 of the Additional Conditions;








	 	 	 	In connection with a Credit Line granted at the Customers’ request, a
quarterly allocation commission shall be charged, in an amount or at a rate agreed
in the Request to Allocate a Credit Line, which shall be paid in advance at the
time of the allocating of or the increase in such Credit Line and thereafter it
shall be paid in advance on the first business day of the months of January,
April, July, and October, of each year. In those cases where the
commission for allocating such Credit Line is stated as a percentage, the
calculation shall be made by multiplying the amount of such Credit Line by the
said percentage and by the number of days until the earlier of the end of the
period of the credit line or the end of the quarter, divided by the number of days
in the quarter.








	 	 	 	     Notwithstanding the aforesaid, the Bank shall be entitled
to determine a minimum and/or maximum amount of commission for allocating such
Credit Line (as shall be agreed in the Request to Allocate a Credit Line).








	 	1.2.3	 	(Cancelled)
	 
	 	1.2.4	 	Payment of the debit balance in the Account
	 
	 	 	 	The customers undertake to repay to the Bank any debit balance created in the Credit
Line at the time determined therefor or, if not determined, upon the Bank’s demand.
 The Customers undertake to repay to the bank any other debit balances created in
the Account, immediately upon their being created, whether such debit balances were
unavoidable or were created for any other reason.








	 	1.3	 	Interest






	 	1.3.1	 	Any debit balance in an account in relation to a Credit Line granted at the
request of the customers, shall incur interest on the balances, at the Default Rate or
such other lower interest rate as the Bank may agree, in writing, with the
Customers with respect to such specific Credit Line.


	 
	 	1.3.2	 	A debit balance in an account in relation to a unilateral credit line,
should such credit line be granted to the customers, shall incur interest at the
Default Rate unless, for any specific unilateral credit line, such other lower interest
rate as the Bank may agree, in writing, with the Customers with respect to such
specific unilateral credit line.


	 
	 	1.3.3	 	Those sums from the debit balance in the Account which for any reason exceed
the Credit Line, shall incur interest on the balances at the Default rate from
the first day upon which the debit balance remains unpaid until it has been paid in
full, all in accordance with the Additional Conditions.
	 
	 	 	 	For the avoidance of doubt, it is hereby stated that the right of the Bank to receive
such interest and its right to collect such interest or debit the account or any other
account of the Customers whatsoever, shall not derogate from the right of the Bank to
take (or continue to take) any steps for the purpose of collecting the amounts that
have not been paid by the Customers upon the Bank’s demand.
	 
	 	 	 	The provisions of this sub clause shall also apply if the Bank has submitted a
legal claim for the collection of the sums due to the Bank in accordance with these
General Terms and Conditions, and the Customers agree that the judicial authority shall
award interest against them at the Default Rate.


	 
	 	1.3.4	 	The interest in accordance with sub-clauses 1.3.1-1.3.3 above, shall be
calculated for each calculation period as determined in accordance with
clause 3.3 of the Additional Conditions (hereinafter — “the calculation
period”). Interest calculated as aforesaid for any calculation period shall be paid by
the customers or debited from the Account and shall be added to the principal on the
first business day of the following calculation period, and shall itself incur interest
as aforesaid. For the avoidance of doubt, the customers will not be charged
interest twice (double) for the same debit, for the same period, under sub-clauses
1.3.1-1.3.3 above.
	 
	 	1.3.5	 	(Cancelled)
	 
	 	1.3.6	 	Changes to interest rates
	 
	 	 	 	In all cases where any of the components of the Default Rate is based on
Prime, LIBOR or any similar variable base interest rate, any change in the
Prime, LIBOR or any similar variable base, as applicable, shall cause a similar
change in the Default
Rate.


	 
	 	 	 	Notice of any of the aforesaid changes shall, to the extent required by applicable
law, be given in the manner set down by applicable law or regulation. It is hereby
clarified that changes as aforesaid that shall be made from time to time, shall apply
to customers in relation to
debit balances existing at the time of the change
and also debit balances created thereafter, and shall apply until the full
payment of the debit balances, the interest, if applicable, and the said
commission.
	 
	 	1.3.7	 	Interest to the credit of the Account
	 
	 	 	 	If the Bank and the customers so agree, the credit balance in the Account shall bear
interest at the rate and in the manner prevailing at the Bank from time to time, and
such interest shall be calculated each month or other period as shall be customary at
the Bank from time to time (hereinafter — “the 




 









 




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


	 	 	 	calculation period”). Interest
calculated as aforesaid for any calculation period shall be credited to the Account on
the first business day of the following calculation period, and shall itself incur
interest as aforesaid. The Bank shall furnish the customers, upon their express demand,
with information on the interest credited to the Account.






	 	1.4	 	Payment or debit dates
	 
	 	 	 	If any payment or debit falls on a day that is not a business day, the payment or debit date
will be postponed to the first business day thereafter; however, if the payment or debit date
falls on a day that is not a business day and it is also the last day of any calendar month,
the payment or debit date shall be brought forward to the last day of such month that is also
a business day.
	 
	 	1.5	 	Crediting of payments
	 
	 	 	 	All amounts credited to the Account will be applied firstly towards the discharge of
commission and expenses, secondly towards the discharge of the credit allocation commission
owed by the customers at such time, thirdly towards the discharge of the interest and finally
towards the reduction of the remaining amounts owed by the customers at such time in the
Account.
	 
	 	1.6	 	Use and safekeeping of cheque forms






	 	1.6.1	 	For the purpose of effecting withdrawals from the Account through cheques, the
customers may only use the form of cheques received from the Bank or approved by the
Bank for the purpose of effecting withdrawals from the Account, on which the Account
number shall appear. The customers shall not alter any detail printed or impressed on
any such cheque, and are aware that even if the Account number appearing on the cheque
is erased or altered, the Account may be debited in respect thereof. The customers
shall keep the cheques reasonably safe and take reasonable steps in order to prevent
their use by unauthorized persons. The customers shall notify the Bank immediately
after learning of any theft or loss of the cheques and shall cancel them immediately in
writing as set forth below.
	 
	 	1.6.2	 	Where the customers request the cancellation of any cheque/s, whether or not
they have been signed by them, they shall be liable to give the Bank a written
cancellation instruction including the details of such cheque/s, and at least the
number or numbers of the cheque/s involved (hereinafter the “Cancellation
Instruction”). If the Cancellation Instruction is not delivered to the Bank, the Bank
shall not be under any duty to honor the Cancellation Instruction.
	 
	 	1.6.3	 	Where the customers wish to notify the Bank of the cancellation of any
cheque/s whether or not they have been signed by them, and their details are not known
to the customers, they shall be liable to give a written cancellation instruction as
aforesaid, which shall amount to a general instruction by them in respect of all the
cheques presented to the Bank as of the date on which the Bank receives the customers’
instruction.
	 
	 	1.6.4	 	For the avoidance of doubt, it is expressed that in any event that the
customers are enrolled in banking communication services, including facsimile and/or
telephone referred to in clauses 8 and/or 16 below, where the Bank allows the customers
to transfer information and/or give instruction, the customers shall be allowed to give
the Cancellation Instruction using said services. Notwithstanding the aforesaid, if
the customers, enrolled in Banking Communication Services Instructions through
telephone, wishes to give the Cancellation Instruction using the telephone (hereinafter
“Telephone Cancellation Instruction”), they shall be required to provide the Bank
within a reasonable time a written Cancellation Instruction. It is hereby expressed
that the Bank shall execute the Cancellation Instruction even if the customers don’t
provide the Bank with a written Cancellation Instruction. The aforesaid in this clause
1.6.4 is subject to Clauses 8 and 16 below.
	 
	 	1.6.5	 	The aforesaid shall apply to all the cheques in the customers’ possession, at
present or in the future.






	 	1.7	 	Credits in respect of cheques and bills






	 	1.7.1	 	The crediting of any account of the customers in connection with cheques
and/or bills for collateral or collection or to the credit of the Account shall be
deemed temporary and shall become final at the end of three additional business days
from the date of the credit, or at a later time permitted pursuant to the provisions of
any law including the directives of Bank of Israel. With regard to post-dated cheques,
the date on which the cheques and/or bills stand for collection shall be deemed the
date of the credit.
	 
	 	 	 	So long as the credit is temporary, the customers may not draw on the proceeds of
the cheques and/or bills and the Bank may debit the account credited as aforesaid in
the amount of any cheque and/or bill not paid or returned to the Bank as unpaid, and in
the case of a cheque drawn on the Bank — in the amount of the cheque in respect of
which the Bank is unable to debit the drawer’s account.
	 
	 	 	 	The provisions of this clause are not such as to determine the rights of the customers,
the parties to the cheques and/or bills or the Bank, vis-à-vis each other, pursuant to
the provisions of any law including the directives of Bank of Israel.
	 
	 	1.7.2	 	The Bank shall be exempt from all the duties of a holder of cheques and/or
bills as 




 









 




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


	 	 	 	aforesaid. The Bank may send the cheques and/or bills for collection and/or
return them to the customers in any manner as it deems fit.






	 	1.7.3	 	The Bank shall be exempt from any liability in the event of the theft, loss,
destruction or disfigurement of cheques and/or bills, and the Bank may cancel the
credit in respect thereof, if their theft, loss, destruction or disfigurement was not
caused by its negligence.
	 
	 	 	 	The aforesaid in this clause 1.7.3 shall not apply to cheques and/or
bills presented to the Bank for collection for which the Bank shall bear liability
in the event of theft, loss, destruction or disfigurement of cheques and/or bills,
unless their theft, loss, destruction or disfigurement caused by events which the
Bank could not have predicted and the results of which it could not have prevents.






	2.	 	Securities deposit
	 
	 	 	The terms and conditions set forth
in this clause (Clause 2) below
shall apply to securities deposits
opened for the customers from time
to time (hereinafter in this clause
referred to as “the deposit”). Where
the Bank agrees to open a deposit
for the customers, it shall be
managed in accordance with the terms
and conditions set forth in this
clause and the General Terms and
Conditions, and all the
authorizations and instructions in
the case of death given, if given,
in connection with the Account shall
also apply to the deposit.






	 	2.1	 	Definitions
	 
	 	 	 	In this document, the expression “securities” shall be interpreted as including (in addition
to its usual meaning): rights, options, gold and coins, foreign securities and other assets
(whether corporeal or incorporeal) the records in respect of which are or will be maintained
at the Bank within the framework of deposits of the same type as the deposit, and also any
right or benefit (monetary or otherwise) enuring to or in respect of the securities.
	 
	 	2.2	 	Safekeeping and holding of securities






	 	2.2.1	 	The Bank may hold the securities itself or wherever it deems fit, safekeep any
type of securities (including securities whose number is determinative in respect of
the date of their redemption, but excluding securities whose number is determinative in
respect of the winning of prizes) on block with other securities of the same type that
are being kept safe by the Bank, and to divide them from time to time for the purpose
of redemption or for other purposes into groups in the Bank’s discretion, as convenient
for dealing with such securities.
	 
	 	2.2.2	 	The Bank may, in respect of securities held on block as aforesaid, return to
the customers, instead of securities delivered by the customers to the Bank, other
securities from the block, provided that such securities are of the same type.
	 
	 	 	 	Securities whose number is determinative in respect of the winning of prizes shall be
kept separately by the Bank for the customers.
	 
	 	2.2.3	 	The Bank may act, with regard to the registration of title to the securities
in the issuing company’s books, in the name of the nominees company, pursuant to the
arrangements prevailing in accordance with the regulations of the Tel Aviv Stock
Exchange (hereinafter referred to as “the Stock Exchange”) and customary at banks. The
Bank may also deposit the securities placed on deposit at any time in its own name at
the Stock Exchange’s clearing house.






	 	2.3	 	Foreign securities






	 	2.3.1	 	Subject to the foreign currency control regulations in force from time to
time, this Clause 2 shall also apply to foreign securities.
	 
	 	2.3.2	 	The customers acknowledge that where they give the Bank buy and/or sell
instructions in respect of foreign securities, the transaction shall be executed on the
foreign stock exchange on which the foreign security to which the instruction relates
is listed for trade, or where trading takes place in the security (hereinafter referred
to as “the market”), subject to the regulations, rules, instructions and procedures for
trade applicable to the said foreign stock exchange or market (including their clearing
house) and in accordance with everything customary and prevailing there, including in
connection with the cancellation of transactions.
	 
	 	2.3.3	 	If the security is traded on more than one foreign stock exchange or other
market overseas and if the customers do not give the Bank instructions to the contrary,
the Bank may implement the customers’ instructions on the foreign stock exchange or
market elected by it, in its exclusive discretion.
	 
	 	2.3.4	 	The customers acknowledge that their instructions will or may be implemented
through a broker, custodian, agent, distributor or representative acting in the Bank’s
name and stead in Israel or overseas (hereinafter referred to as “the broker”).
	 
	 	 	 	Without derogating from the generality of the aforesaid, the Bank may deposit the
security with an overseas broker at its election, use a broker for the purpose of
implementing the customers’ instructions and act in respect thereof subject to any law.
The customers undertake to bear the reasonable expenses, commission and payments the
Bank is required to pay the broker in connection with the implementation of the
customers’ instructions as aforesaid.




 









 




[*] = 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 Bank shall be exempt from liability for any damage, expense and loss that might be
occasioned to the customers, directly or indirectly, as a result of any act or omission
of any broker, provided that the Bank exercised reasonable care in selecting the
broker. Insofar as possible, the Bank shall assist the customers to clarify the
circumstances of the case and shall, insofar as possible, assign to them its right of
action against the said broker.
	 
	 	 	 	The provisions of this clause are subject to Clause 28 above.
	 
	 	2.3.5	 	The price required by the broker as the purchase price, or the price reported
by him as the security’s sale price, shall bind the customers for all intents and
purposes, even if on the purchase or sale date, different and better prices are listed
for the security, on the same foreign stock exchange or market, or elsewhere, and even
if purchases or sales of the same security were effected by others, including the Bank
for its customers at better prices.






	2.3.6   	 (1)	 	 The customers agree that all the payments due to the Bank or the broker
that are denominated in foreign currency shall be paid in foreign currency from the
account managed in such foreign currency, and if the customers do not have such an
account, or do not have an adequate balance therein, the customers shall do everything
required in order to place adequate foreign currency balances in the account. The
customers further agree that if pursuant to the law they are not permitted to effect
the payment from foreign currency monies as aforesaid or if they instruct the Bank to
do so, the Bank shall purchase the required foreign currency for them in exchange for
Israeli currency at the BLL rate at which the Bank sells its customers cheques
denominated in the said foreign currency (together with the foreign currency purchase
commission prevailing at the Bank), such being on the date of their actual payment by
the customers.
	 
	 	(2)	 	The customers agree that all the payments received to their credit in
connection with the implementation of an instruction in foreign securities that
are converted into Israeli currency, in accordance with their instruction or in
accordance with any law, shall be converted by the Bank at the BLL rate at which
the Bank purchases from its customers cheques denominated in the foreign currency
in which the payment is denominated, such being on the date on which the foreign
currency is actually converted into Israeli currency.






	 	2.3.7	 	The customers acknowledge and agree that their Account shall be credited or
debited, as the case may be, with the consideration for the transactions executed
pursuant to their instructions, only after the Bank is actually credited or debited by
the broker, unless the Bank deems it fit to act otherwise.
	 
	 	2.3.8	 	The customers acknowledge that they will not have any claim and demand, vis-à-vis
the Bank, in consequence of the absence of notice regarding the existence of legal
proceedings in any instance outside Israel of which the Bank becomes aware, that are
being conducted in relation to a foreign security held by them.
	 
	 	 	 	The customers agree that the Bank may (but is not obliged), in its discretion, handle
legal proceedings as aforesaid on their behalf, and the customers shall not have any
claim or demand in respect of the conduct of the proceedings, in respect of their
results or in respect of any other matter connected therewith.
	 
	 	2.3.9	 	Notwithstanding the definition of “law” in Clause 41 hereof, the customers
agree that in respect of any litigation or disputes arising in respect of a transaction
or transactions executed in relation to instructions pursuant to this clause, the
customers accept the law and jurisdiction of
the entities and/or authorities in Israel and/or overseas, in accordance with the
relevant laws, provisions, rules and agreements pursuant to the Bank’s notice.






	 	2.4	 	Presentation for payment and collection of income
	 
	 	 	 	The customers agree that the Bank may collect for them, interest, dividend and amounts of
principal becoming payable, including as a result of a lottery, income and other rights due
in respect of or in connection with the securities, when they mature or when they become
payable, and the Bank shall transfer the consideration to the credit of the Account.
	 
	 	2.5	 	Giving instructions to the Bank and the manner of implementing them






	 	2.5.1	 	The customers or their authorized persons may give the Bank instructions in
writing or in any other way agreed upon between the customers and the Bank.
	 
	 	2.5.2	 	The customers acknowledge that transactions in securities to the credit or
debit of the deposit will be executed subject to the Rules, directives and trading
procedures of the Stock Exchange and subject to the by-laws and directives of the Stock
Exchange Clearing House Limited (all hereinafter referred to as “the Stock Exchange
directives”), and the same shall apply to the execution of other transactions in the
deposit 




 









 




[*] = 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 which the Stock Exchange directives apply.






	 	2.5.3	 	The customers acknowledge that the Account will be debited or credited in
accordance with the monetary transactions required to buy and/or sell the security or
in respect of other transactions in connection with the deposit.
	 
	 	2.5.4	 	The customers acknowledge that the Bank will not send them any notice or
information in respect of the following matters:






	 	(1)	 	Notices generally given to shareholders by public companies in
publications of the Stock Exchange or another authority or through the media;
	 
	 	(2)	 	Notices concerning the payment of periodic dividend by mutual funds;
	 
	 	(3)	 	Notices regarding the payment of interest and/or dividend in an
amount not exceeding the amounts determined by the Bank from time to time and
published on the notice boards at the Bank’s branches;
	 
	 	(4)	 	Notices regarding the holding of meetings by the companies;
	 
	 	(5)	 	Balance sheets, annual and other reports.






	 	2.5.5	 	If the customers may choose to exercise any options or rights determined in
respect of any security and they for any reason do not notify the Bank of their
decision in good time, the Bank may act in the customers’ name and stead in accordance
with the Stock Exchange directives, if any, and in their absence the Bank shall act for
the customers’ benefit in the Bank’s discretion, merely from the aspect of the security
transaction. However, if as a result thereof it is necessary to debit the Account, the
Bank shall act in its exclusive discretion. The aforesaid shall also apply to any other
option available to the customers in respect of any security.






	 	2.6	 	The customers’ buying and selling instructions to the Bank






	 	2.6.1	 	The customers acknowledge that the amount of “the consideration” noted in
their instructions is merely an estimate, and is not such as to bind the Bank. The
customers especially confirm that if their instructions are given without a price
limit, the consideration for the transactions executed on their instructions might be
totally different to the amount noted as the estimated monetary consideration, and that
they might be occasioned monetary losses and damages by reason thereof.
	 
	 	2.6.2	 	The customers acknowledge that where they give the Bank a selling instruction,
the Bank shall not be under any duty to examine the contents of the deposit.
Accordingly, if it transpires that the deposit does not contain the securities detailed
in the selling instruction, or the quantity detailed in the selling instruction
(hereinafter referred to as “the short securities”), the Bank may, without prejudice to
its right to act in any other manner, repurchase the short securities, at such time as
the Bank deems fit in its exclusive discretion, and debit the Account with the
consideration plus commission and expenses.
	 
	 	2.6.3	 	The customers undertake to arrange for adequate cover in the Account for the
purpose of implementing their instructions. The customers agree that if the
implementation of any instruction, in whole or in part, results in the creation of or
an increase in a debit balance in the Account, or in the debit balance deviating from
the approved Credit Line, if any, the Bank may (but is not obliged), at any time, also
after receiving the instruction, act in one or more of the following ways, without
having to give notice;






	 	(1)	 	To decline to implement the instruction, in whole or in part;
	 
	 	(2)	 	In the case of a standing order to purchase a security — to suspend
it without giving notice;
	 
	 	(3)	 	To sell the securities purchased or allotted to them pursuant to such
instruction, or all or any of their other securities at the Bank, at any time and
at any price the Bank deems fit, and use the consideration (less the Bank’s
commission and any tax, levy or compulsory payment applicable to a sale as
aforesaid, if any) for the full or partial discharge of the said debit balance;
	 
	 	 	 	all without derogating from the Bank’s right to take other steps for the collection
of the said debit balance.






	 	2.6.4	 	A purchase or sale effected by the Bank in deviation from the customers’
instructions shall not entitle or bind the customers, but shall be deemed to entitle or
bind the Bank. The customers acknowledge that they will be unable to retroactively
approve any deviation as aforesaid.






	 	2.7	 	Charged securities
	 
	 	 	 	The securities in the deposit, to the extent such securities constitute Other
Collateral (as such term is defined in the Additional Conditions), will be, and will always
be considered to be, pledged and charged in favor of the Bank, and for the purpose of
reinforcing this, they shall be assigned by way of charge to the Bank, as fixed collateral
and surety, and the Bank may, but is not obliged, to sell all or any of the securities in
the deposit, subject to ten days prior notice (such prior notice shall be given in
accordance with clause 19 of the Additional Conditions and may be given at any time from
and after any notice is 






 









 




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


	 	 	 	given by the Bank to the customer of a declaration under any of
paragraphs (a), (b) or (c) of clause 9 of the Additional Conditions (as set forth after
clause 9.25 of the Additional Conditions) and such ten days notice shall be considered as
reasonable notice for the purpose of Clause 19 (b) to the Pledges Law, 5727-1967 or any
other law which shall replace it), and use the consideration in accordance with clause 10
of the Additional Conditions, such being without derogating from the Bank’s right to take
other steps for the purpose of collecting the said debit
balance.








	 	 	 	The customers undertake not to create, without the Banks prior written consent
thereto,
any pledge, assignment or other charge on any such securities with prior, pari passu or
subordinated rights to the rights given to the Bank pursuant to this document and any other
documents that the customer signed and/or shall sign in the future.


	 
	 	2.8	 	Delivery of information
	 
	 	 	 	The customers acknowledge that notwithstanding the duty of confidentiality imposed on the
Bank in connection with the delivery of information on the customers, the Bank shall be
liable to deliver information as aforesaid upon the demand of the Stock Exchange and/or the
Securities Authority and/or any other competent authority; and in respect of foreign
securities traded overseas — also to the stock exchange or market (including their clearing
house) on which the transaction was executed, subject to the foreign law and the statutes
and regulations of the foreign authorities and/or other entities regulating the rules of
their activity themselves (self-regulating agencies) applicable to the said security and/or
correspondents and/or brokers through whom the instruction was implemented, and the
customers give their consent thereto.
	 
	 	 	 	The customers expressly agree that the delivery of a report by the Bank pursuant to this
sub-clause shall not be deemed a breach of the duty of banking confidentiality or of any
other duties the Bank might have towards them.
	 
	 	2.9	 	Reports
	 
	 	 	 	Written notice of any transaction executed for the customers shall be sent as is customary
at the Bank from time to time, and subject to the Stock Exchange directives and the
provisions of any law.
	 
	 	 	 	A list of the securities held in the deposit shall be sent to the customers as customary at
the Bank from time to time and subject to the Stock Exchange directives and the provisions
of any law. The customers may obtain such a list at any time through an automatic device.
	 
	 	2.10	 	Exemption from liability in certain circumstances
	 
	 	 	 	The customers hereby exempt the Bank from liability for any damage, loss and expenses that
might be occasioned to them, directly or indirectly, as a result of a delay in the transfer
for implementation of any instruction in respect of securities, or as a result of a delay
in the implementation thereof, provided that the Bank shall not be exempt if the loss or
expense was occasioned as a result of the Bank’s negligence. The provisions of this
sub-clause are in addition to and without derogating from the provisions of Clauses 2.3.4
above and 28 below.






	3.	 	 (Cancelled)
	 
	4.	 	Shekel deposits and savings — general
	 
	 	 	The terms and conditions set forth below in this clause (Clause 4) shall apply to shekel
deposits and savings (hereinafter referred to as “the deposit/s”) opened by the customers from
time to time, at their request and subject to the Bank’s consent, in the amounts, for the
periods, at the times, with the interest rates and subject to such other terms as
agreed between the Bank and the customers, in the deposit application, the implementation
instruction, the supplementary terms and conditions or in any other way (hereinafter referred
to as “the deposit application”).
	 
	 	 	Where the Bank agrees to open a deposit for the customers, it shall be maintained in
accordance with the terms and conditions set forth in this Clause 4, and in Clauses 5-6 below,
in accordance with the relevant deposit type, and pursuant to the provisions of the deposit
application, and the general terms and conditions herein. All the authorizations and
instructions in the case of death given, if given, in connection with the Account, shall also
apply to the deposit/s.






	 	4.1	 	Times of giving instructions
	 
	 	 	 	If an instruction to make a deposit is given after the time fixed for the end of a business
day at the branch, or on a day that is not a business day (and in respect of a foreign
currency linked shekel deposit — a day on which there is no trade in foreign currency), the
deposit commencement date shall be postponed until the first business day (or foreign
currency business day, as the case may be) thereafter and the interest rate and/or any
component of the interest rate and/or deposit rate, as the case may be, shall be determined
as though the instruction was given on the first business day thereafter .
	 
	 	 	 	     Notwithstanding the aforesaid, if an instruction to make a deposit in a savings plan linked
to a foreign currency is made on a day that is not a business day, the deposit commencement
date shall not be postponed and it shall start on the same day, but the representative rate
shall be the first representative rate which shall be published after that day.
	 
	 	4.2	 	Taxes
	 
	 	 	 	If the customers are charged taxes, levies or compulsory payments pursuant to any law in
respect of any deposit, the Bank shall deduct such sum at source in accordance with the
law, or debit the Account with any amount required as a tax payment, unless the customers
furnish the Bank with an appropriate certificate from the authorities 




 









 




[*] = 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.


	 	 	 	regarding an
exemption from deduction as aforesaid.






	 	4.3	 	Restrictions on the deposit
	 
	 	 	 	The customers are aware that they may not give any instruction or request to withdraw
monies that will result in the creation of a debit balance in the deposit, and that they
may not withdraw monies from the deposit by cheques. Where as a result of any deposit a
debit balance arises (or is increased) in the account debited in respect of such deposit
or, as the case may be, the deposit results in a deviation from the approved Credit Line in
the account at such time — the Bank may (but is not obliged) cancel the credit as
aforesaid.
	 
	 	4.4	 	Set-off
	 
	 	 	 	In addition to the Bank’s rights of set-off and lien pursuant to the law and this document,
where the customers have signed a specific set-off letter and/or debenture/ deed of pledge
in respect of the deposit, all the rights in the relevant deposit shall be subject to the
Bank’s rights pursuant to the specific set-off letter and/or debenture/ deed of pledge.
	 
	 	4.5	 	The deposit’s withdrawal
	 
	 	 	 	The customers shall not be entitled to withdraw all or any of the deposit monies or the
interest and/or linkage in respect thereof, before the dates noted in the deposit
application, except with the Bank’s consent and on the terms and conditions prescribed by
the Bank, and subject to any law and the directives of Bank of Israel. If the Bank agrees
to the deposit’s withdrawal prior to the dates noted in the deposit application, the
deposit shall be deemed to have been broken, and this shall involve the payment of
expenses, commission and damages to the Bank, and in such case the amount by which the
customers are credited in respect of the deposit might be even lower than the original
amount deposited by them.
	 
	 	4.6	 	The deposit period’s expiration
	 
	 	 	 	On the deposit period’s expiration, the Bank shall transfer the amount of the deposit and
the interest thereon, as well as the linkage, if any, less due taxes and levies, to the
credit of the current account, subject to the provisions of the law.
	 
	 	 	 	Where the deposit period’s expiration falls on a day that is not a business day, the
deposit period’s expiration shall be postponed until the first business day thereafter;
however in the case of an index-linked deposit, where the deposit period’s expiration falls
on a day that is not a business day and which is also the last day of any month, the date
for receiving the monies shall be brought forward to the last business day of the said
month.






	5.	 	Savings plans 






	 	5.1	 	Definitions
	 
	 	 	 	For the purpose of this Clause 5, and for the purpose of the deposit application, the
following expressions shall bear the meanings set forth alongside them, such being in
addition to the definitions contained in the “definitions” clause in the general part of
this document:






	 	5.1.1	 	“The deposit application” — a form including the specific terms and
conditions of the deposit agreed upon between the Bank and the customer, in the
implementation instruction, the deposit notice, supplementary terms and conditions
and/or in any other way.
	 
	 	5.1.2	 	“The deposit commencement date”, “the deposit period’s expiration”, “the
exit point” — as set forth in the deposit application. It is hereby expressed that if
no exit point is noted in the deposit application, the deposit shall not have any exit
points.
	 
	 	5.1.3	 	“The representative rate"— the representative rate of the foreign currency
published from time to time by Bank of Israel; if Bank of Israel does not publish the
representative rate, temporarily or permanently, it shall be replaced by “the BLL
rate”. For the avoidance of doubt, it is expressed that the non-publication of a
representative rate on Sundays, Saturdays and holidays shall not be deemed, in the
absence of any other cause for the non-publication, a case in which the Bank of Israel
does not publish a representative rate.
	 
	 	5.1.4	 	“The BLL rate” — the rate determined by the Bank at which the Bank purchases
the relevant foreign currency (transfers and cheques) from its customers in exchange
for Israeli currency.
	 
	 	5.1.5	 	“Determining date” — the day defined in the deposit application of a deposit
that has a number of interest periods, on which the Bank shall determine the interest
rate for the relevant interest period.
	 
	 	5.1.6	 	“The interest rates leaflet” — the leaflet depicting the interest rates on
savings plans, that is published at the Bank’s branches.
	 
	 	5.1.7	 	“Rung” — every group of amounts for which an interest rate on linked savings
plan deposits appears in the interest rates leaflet.
	 
	 	5.1.8	 	“LIBOR” (London Interbank Offered Rate) — the interest rate on the
inter-bank market in London, in the relevant currency, for the relevant interest
period, as quoted on any foreign currency business day on or about 11.00 a.m. (London
time) and published by Reuters News Service, or, if not published by Reuters, by
another news service or publication that is, in the Bank’s opinion, acting in good
faith, such as to constitute a suitable alternative to publication by Reuters.
Notwithstanding the aforesaid, where, in the Bank’s opinion, acting in good faith,
there is no suitable alternative to publication by Reuters, the LIBOR rate shall be
the rate 




 









 




[*] = 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.


	 	 	 	determined from time to time by the Bank, acting in good faith, as the rate
at which the Bank could have obtained inter-bank deposits for the relevant interest
period in the relevant currency on the London inter-bank market.






	 	5.1.9	 	“Prime” — the basic interest on debit balances in current accounts as
determined from time to time by the Bank.
	 
	 	5.1.10	 	“Renta” — the payment of periodic interest on periodic income plans.






	 	5.2	 	Deposits






	 	5.2.1	 	One-time deposit
	 
	 	 	 	The customers may, until the deposit expiration date, deposit amounts that shall not
be less than the amount determined by the Bank from time to time. The deposit period
shall be computed separately for each deposit.
	 
	 	5.2.2	 	Depositing monies in installments
	 
	 	 	 	The customers shall deposit amounts in consecutive monthly installments (hereinafter
referred to as “the monthly deposit”), provided that the amount of each deposit is not
less than the amount determined by the Bank from time to time as the minimum deposit
amount (hereinafter referred to as “the minimum amount”) and not more than the amount
determined by the Bank from time to time as the maximum deposit amount (hereinafter
referred to as “the maximum amount”).






	 	(1)	 	The customers may reduce the monthly deposit amount from time to
time, on notice that shall be given at least 10 days prior to the next monthly
deposit date, provided that in each case the monthly deposit amount after any
reduction is not less than the minimum amount.
	 
	 	(2)	 	The customers may increase the monthly deposit amount from time
to time, on notice that shall be given at least 10 days prior to the next
monthly deposit date, provided that in each case the monthly deposit amount
after any increase is not more than the maximum amount or any other amount
determined by the Bank from time to time as the maximum amount for increasing
the deposit (hereinafter referred to as “the maximum amount for increasing”).
The manner of the increase shall be in accordance with route/s existing at the
Bank at such time, details of which shall be delivered at the branches.
	 
	 	 	 	     For the avoidance of doubt, it is expressed that even if the original monthly
deposit amount is higher than the maximum amount, if the monthly deposit amount is
thereafter reduced by the customers, they may not increase the monthly deposit
amount to more than the maximum amount.






	 	5.3	 	Computation of interest






	 	5.3.1	 	The amount deposited shall bear positive or negative interest, as set forth
in the deposit application.
	 
	 	5.3.2	 	The interest on the deposit shall be computed in accordance with the actual
number of days in the computation period, divided by 365 or 366, in accordance with
the number of days in the year in which such period falls. If part of the computation
period is in a 365 day year and the other part in a 366 day year, the computation
shall be made in respect of each part of the period separately, in accordance with the
number of days in the year in which such part falls.






	 	5.4	 	Minimum amount
	 
	 	 	 	No deposit shall be less than the minimum amounts determined from time to time by the Bank.
It is expressed that where part of the deposit amount is withdrawn, the balance remaining
in the deposit after the withdrawal as aforesaid shall not be less than the minimum deposit
amount in an identical deposit as prevailing at the Bank at such time. If on the relevant
date there is no deposit of such type at the Bank — the deposit balance shall not be less
than the last minimum amount prevailing at the Bank in respect of a deposit of such type.
If after a withdrawal as aforesaid the deposit balance is less than the minimum amount, the
deposit balance, together with the amount of the withdrawal, shall be transferred to the
current account.






	6.	 	Shekel deposits






	 	6.1	 	Definitions
	 
	 	 	 	For the purpose of this clause and for the purpose of the deposit application, the following
expressions shall bear the meanings set forth alongside them, in addition to the definitions
set forth in the “definitions” clause in the general part of this document:






	 	6.1.1	 	“The deposit application” — a form including the specific terms and conditions
of the deposit agreed upon between the Bank and the customer, in the implementation
instruction, the deposit notice, supplementary terms and conditions and/or in any other
way.
	 
	 	6.1.2	 	“The deposit commencement date”, “the exit point”, “the deposit principal” -
as set forth in the deposit application. It is hereby expressed that if no exit points
are noted in the deposit application, there shall be no exit points in the deposit.
	 
	 	6.1.3	 	“overlapping day” — a day whose number in the month is the same as that of the
day in the month on which the deposit 




 









 




[*] = 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.


	 	 	 	commencement date falls, and if the overlapping
day does not exist in a particular month (hereinafter referred to as “the short month”)
 — the first day of the month following the short month shall be the overlapping day.
Where an overlapping day falls on a day that is not a business day, in that case alone
the overlapping day shall be postponed to the first business day thereafter.






	 	6.1.4	 	“The interest rates table” — the table depicting the interest rates on shekel
deposits that is published at the Bank’s branches.
	 
	 	6.1.5	 	“rung” — every range of amounts for which an interest rate on deposits or, as
the case may be, the prime margin rate, appears in the interest rates table.
	 
	 	6.1.6	 	“Overlapping date” — a day and month in any year during the deposit period,
whose number is the same as the number of the day and month on which the deposit
commencement date falls. Where an overlapping date falls on a day that is not a
business day, in that case alone the overlapping date shall be postponed to the first
business day thereafter.
	 
	 	6.1.7	 	“The minimum amount” — the amount determined from time to time by the Bank as
the minimum deposit amount and the minimum amount that must exist, at any time, in the
deposit.
	 
	 	6.1.8	 	“The deposit period’s expiration” — the maturity date noted in the deposit
application, and if no maturity date is noted — the day on which the deposit period
expires.
	 
	 	6.1.9	 	“the deposit period” — the deposit period noted in the deposit application,
beginning on the deposit commencement date and ending on the deposit period’s
expiration.






	 	6.2	 	Interest






	 	6.2.1	 	General
	 
	 	 	 	The deposit principal shall bear fixed or variable interest, as noted in the deposit
application under the heading “interest”.
	 
	 	6.2.2	 	Fixed interest






	 	(1)	 	If it is noted in the interest clause of the deposit application that
fixed interest shall be paid in respect of any deposit period or in respect of one
or more of the deposit periods, the deposit principal shall bear, for the said
period, fixed interest at the rate noted in the deposit application.
	 
	 	(2)	 	The interest shall be computed on the number of days in the deposit
period or in the fixed interest period, as the case may be, divided by 365 or 366,
in accordance with the number of days in the year in which the said period falls.
If part of the period is in a 365 day year and the other part in a 366 day year,
the computation shall be made in respect of each part separately, in accordance
with the number of days in the year in which such part of the deposit period
falls.






	 	6.2.3	 	Variable interest






	 	(1)	 	If it is noted in the interest clause of the deposit application that
variable interest shall be paid in respect of any deposit period or in respect of
one or more of the deposit periods, the deposit principal shall bear, for the said
period, variable interest at the rate identical to the prime interest, as
determined by the Bank from time to time, less a fixed-rate margin set forth in
the deposit application.
	 
	 	 	 	The deposit interest rate correct as at the deposit commencement date until a change
in the prime interest, as set forth below, is as set forth in the deposit
application.
	 
	 	(2)	 	Wherever there is a change in the prime interest at the Bank, the
deposit interest rate shall change accordingly and the interest shall be computed
in accordance with the number of days to which the said rate applies, divided by
365 or 366, in accordance with the number of days in the year in which the said
period falls. If part of the computation period is in a 365 day year and the other
part in a 366 day year, the computation shall be made in respect of each part
separately, in accordance with the number of days in the year in which such part
of the deposit period in respect of which the computation is being made, falls.
	 
	 	(3)	 	Notwithstanding the provisions of Clause 6.2.3(2) above, if the Prime
interest is not determined for any day, the interest rate shall not be computed as
aforesaid, but as of such date until the date on which the Prime interest is again
determined, the interest applicable shall be variable interest at the rate
determined by the Bank each day and applicable in respect of such day only, which
shall be identical to the interest rate prevailing at the Bank on such day in
respect of new 7 day “fixed Pakam” deposits, in an amount similar to the deposit
amount as shall be on such day, as noted in the interest rates table.






	 	6.2.4	 	It is clarified that interest will not be paid for the day on which the
deposit period’s expiration falls or, in the case of the withdrawal of all or some of
the deposit monies at an exit point, interest will not be paid for the day on which the
exit point in respect of the amount withdrawn falls.
	 
	 	 	 	The provisions of this Clause 6.2 are subject to the provisions of Clause 4.5 above and
Clause 6.4 below.




 









 




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








	 	6.3	 	Foreign currency linkage
	 
	 	 	 	Where the deposit is of the “Patzam” type, the deposit principal and the interest thereon
shall be linked to the changes (the rise or fall, as the case may be) in the rate of the
foreign currency of the type noted in the deposit application and shall be computed as set
forth below.
	 
	 	 	 	If on the date of actual payment of any amount of principal or interest, it transpires that
the maturity rate, as defined below, has risen or fallen compared with the deposit rate as
defined below, the said payment shall be made increased or decreased pro rata to the rise or
fall in the maturity rate compared with the deposit rate.
	 
	 	 	 	If it transpires that the maturity rate is equal to the deposit rate, the payment shall be
made without any change.
	 
	 	 	 	“Deposit rate” means the rate determined by the Bank in respect of the day on which the
deposit commencement date falls as “the BLL rate”, at which the Bank will sell the relevant
foreign currency (transfers and cheques) to its customers, in exchange for Israeli currency.
	 
	 	 	 	“Maturity rate” means the rate determined by the Bank, in respect of the day on which the
deposit period’s expiration falls as “the BLL rate”, at which the Bank will purchase the
relevant foreign currency (transfers and cheques) from its customers, in exchange for Israeli
currency.
	 
	 	6.4	 	Withdrawals at exit points
	 
	 	 	 	If it is noted in the deposit application that the deposit has exit points, the customers
shall be entitled to instruct the Bank that on the date of the exit point all or some of the
deposit monies and the interest thereon (less due taxes) shall be withdrawn to the credit of
the current account, subject to the following terms and conditions:






	 	6.4.1	 	The withdrawal instruction (hereinafter referred to as “the withdrawal
instruction”) shall be received by the Bank at least two business days in advance.
	 
	 	6.4.2	 	Where part of the deposit amount is withdrawn, the balance of the deposit
remaining after the withdrawal (hereinafter referred to as “the deposit balance”) shall
not be less than the minimum amount of a deposit of the same type on the date of the
relevant exit point. If on the relevant date there is no deposit of such type at the
Bank — the deposit balance shall not be less than the last minimum amount prevailing at
the Bank in respect of a deposit of the same type. The deposit balance shall bear
interest in accordance with the terms and conditions of the deposit, as prescribed on
the deposit date.
	 
	 	6.4.3	 	It is expressed that if in consequence of giving the withdrawal instruction,
the deposit balance is less than the minimum amount, the deposit balance shall also be
transferred to the credit of the current account.
	 
	 	6.4.4	 	Where any exit point falls on a day that is not a business day, the exit point
shall be postponed to the first business day thereafter.






	7.	 	Foreign currency — current account, credit lines and deposits
	 
	 	 	Where the Bank agrees to open a current account, credit lines and deposits for the customers,
that shall be maintained in foreign currency (hereinafter in this Clause 7 referred to as “the
foreign currency account”), they shall be governed by the terms and conditions set forth in
this Clause 7 below and by the General Terms and Conditions, including the authorizations and
instructions in the case of death given, if given, in connection with the Account.






	 	7.1	 	Credit balance in a foreign currency current account






	 	7.1.1	 	The credit balance in a foreign currency account shall not bear interest,
unless otherwise determined by the Bank. Credit interest determined as aforesaid, if at
all, shall be at the rate customary at the Bank from time to time in respect of foreign
currency accounts of the relevant type, amount and currency, and shall be computed
according to the number of days that actually passed from the date of creation of any
credit balance in foreign currency in the account, divided by 365. Interest as
aforesaid shall be credited to the foreign currency account at the end of any period as
prevailing at the Bank from time to time, and the Bank shall furnish the customers,
upon their express demand, with information on the credit interest credited to the
foreign currency account.
	 
	 	7.1.2	 	Where the Bank is obliged to keep or deposit, at Bank of Israel, liquid
amounts in a currency that is not the currency in which the foreign currency account is
managed, in respect of the credit balance in the foreign currency account, the credit
balance in the foreign currency account might bear negative interest (that is to say,
will be charged interest) at a variable rate as prevailing at the Bank from time to
time in respect of foreign currency current accounts in the currency of the foreign
currency account (hereinafter referred to as “the negative interest”). The negative
interest shall be debited to the foreign currency account at the end of every month or
at such other interval as prevailing at the Bank from time to time.






	 	7.2	 	Limits on the withdrawal of monies from the foreign currency account
	 
	 	 	 	The provisions of Clause 1.1 above shall also apply to foreign currency accounts, mutatis
mutandis. So long as a Credit Line has not been approved for the customers, the customers
undertake to execute transactions in the foreign currency account if and when there are
current balances in the account (that are not deposited in a fixed-term foreign currency
deposit) in an amount adequate for the transaction’s execution. The customers are aware that
if there are no adequate current balances at the time of the 




 









 




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


	 	 	 	transaction’s execution, the
Bank may decline to execute the transaction or — in the Bank’s discretion — break a
fixed-term foreign currency deposit in order to execute the transaction, which might result
in changes in the deposit terms and conditions prescribed in advance for the said foreign
currency deposit, and damage might be occasioned to the customers, in consequence of their
being debited with breakage interest and other expenses in connection with the breaking of
fixed deposits in foreign currency.






	 	7.3	 	Payment or debit dates
	 
	 	 	 	If the date of any debit pursuant to this Clause 7 and/or pursuant to the foreign currency
credit application (hereinafter referred to as “the debit date”) falls on a day that is not a
foreign currency business day, the debit date shall be postponed to the first foreign
currency business day thereafter; however, if the foreign currency business day subsequent to
the debit date, to which the said debit date is postponed, falls in a month after the month
in which the said debit date falls, the debit date shall be brought forward to the last
foreign currency business day of the said month.
	 
	 	 	 	Where the customers wish to execute any transaction on a day that is not a foreign currency
business day, the transaction shall be executed in accordance with the rules and dates
prevailing at the Bank in connection with such transactions on days that are not foreign
currency business days.
	 
	 	7.4	 	Use of cheque forms
	 
	 	 	 	The customers may not effect withdrawals from the foreign currency account through cheques or
magnetic cards, unless they have received express authorization to do so from the Bank, and
if they have received authorization to effect withdrawals via cheques, the provisions of
Clause 1.6 above shall apply.
	 
	 	7.5	 	Credit Line in a foreign currency account, interest on debit balances and the
interest computation method






	 	7.5.1	 	The provisions of Clause 1.2 above shall also apply to credit lines in foreign
currency, mutatis mutandis.
	 
	 	7.5.2	 	The provisions of Clauses 1.3.1 — 1.3.6 above shall also apply to the
interest on debit balances in foreign currency accounts, mutatis mutandis.
	 
	 	7.5.3	 	Notwithstanding the aforesaid, the debit interest on the daily balances in
foreign currency accounts shall be computed in accordance with the number of days that
have actually elapsed as of the date of the creation of any debit balance in the
foreign currency account divided by 360, the interest rate being variable interest in
the amount of the LIBOR rate, as defined below, plus the Fixed Addition and the Margin
as each are determined in the Additional Conditions
	 
	 	 	 	For the purpose of this Clause 7:
	 
	 	 	 	“LIBOR” (London Interbank Offered Rate) means the highest interest rate (rounded up to
the nearest 1/8 (one eighth) of one percent) at which the London inter-bank Euro market
offers inter-bank deposits in the credit currency for a period parallel to the interest
period as quoted on or about 11:00 a.m. (London time) and published by Reuters News
Service.
	 
	 	 	 	If on any relevant date the LIBOR rate is not published by Reuters News Service as
aforesaid, the LIBOR rate shall be determined in the manner provided above in
accordance with the publications of another news service or in accordance with any
other publication that is, in the Bank’s opinion, acting in good faith, such as to
constitute a suitable alternative to publication by Reuters.
	 
	 	 	 	     Notwithstanding the aforesaid, where the Bank decides that on any relevant date for
determining the LIBOR rate it is unable to obtain deposits on the London inter-bank
Euro market at the LIBOR rate published as aforesaid, or where in the Bank’s opinion,
acting in good faith, there is no suitable alternative to publication by Reuters as
aforesaid, the LIBOR rate for the purpose of determining the interest rate pursuant
hereto shall be determined in accordance with clause 4 of the Additional Conditions
	 
	 	 	 	     “The Interest period” shall have the same meaning ascribed to such term in the
Additional Conditions or as otherwise agreed by the Bank and the customers in writing.
	 
	 	7.5.4	 	The interest rate shall be determined and revised by the Bank as follows: On
the business day falling two business days prior to the date of commencement of the
first interest period and on the business day falling two business days prior to the
commencement of any other interest period, the Bank shall determine the LIBOR rate and
on the basis of its determination the rate of interest the customers are liable to pay
on the undischarged balance of the credit shall be computed and determined, and the
interest rate determined as aforesaid shall apply from the commencement of the relevant
interest period until its expiration. Merely for the purpose of this sub-clause,
“business day” means a day on which the banks in London execute transactions between
them in deposits in the credit currency on the London inter-bank Euro market.
	 
	 	7.5.5	 	The rates of interest with which the foreign currency account shall be
debited, including where
interest at the Default Rate is debited, shall be
revised each day or at any other interval determined by the Bank, in accordance with
the changes in the LIBOR rate, if any, such being without derogating from the
provisions of clause 1.3.6 above.





 









 




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



	 	7.6	 	Credits in respect
of cheques and bills









	 	7.6.1	 	The crediting of any of the customers’ accounts in connection with cheques
and/or bills for collateral or collection or to the credit of the account shall be
deemed temporary. The customers may not withdraw their proceeds prior to their
collection by the Bank. The Bank may debit the account credited as aforesaid in the
amount of any cheque/bill not paid or returned to the Bank as unpaid, and in the case
of a cheque drawn on the Bank — in the amount of the cheque in respect of which the
Bank is unable to debit the account of the drawer.
	 
	 	7.6.2	 	The provisions of Clause 1.7.2 above shall also apply to the foreign currency
account.






	 	7.7	 	Crediting of payments
	 
	 	 	 	The provisions of Clause 1.5 above shall also apply to the foreign currency account.
	 
	 	7.8	 	The deposit’s designation
	 
	 	 	 	Any amount in foreign currency deposited to the credit of the foreign currency account
without noting the deposit’s designation shall be deposited, at the Bank’s election, and
subject to the provisions of any law, to the credit of the foreign currency account, or to a
foreign currency deposit, or converted into shekels to the credit of the current account.
	 
	 	7.9	 	Foreign currency deposits






	 	7.9.1	 	The foreign currency deposit shall be deposited for such period as agreed
between the Bank and the customers. In the absence of an instruction by the customers,
the foreign currency deposit shall be deposited for such period as determined by the
Bank, in its discretion.
	 
	 	7.9.2	 	Interest
	 
	 	 	 	The foreign currency deposit shall bear interest at the rate prevailing at the Bank on
the date of its deposit, and published in the “interest rates on foreign currency
deposits” table, having regard to the amount of the deposit, the type of deposit, the
type of currency and the period of the deposit.
	 
	 	 	 	The interest shall be as agreed between the Bank and the customers, at a fixed rate for
the entire deposit period, or at a variable rate determined by the Bank from time to
time in respect of interest periods. The interest shall be computed as customary at the
Bank in respect of the period of the foreign currency deposit, divided by 365 days. The
interest accruing on the foreign currency deposit as aforesaid shall be paid by way of
crediting the foreign currency deposit or the foreign currency account, at the Bank’s
election, less due taxes, if any.
	 
	 	7.9.3	 	Payment date
	 
	 	 	 	Where any payment on account of the deposit principal and/or interest falls due on a
day that is not a foreign currency business day, the payment shall be made on the first
foreign currency business day thereafter; however, if the said foreign currency
business day falls in the month following that in which the relevant payment date
falls, the payment date shall be brought forward to the last foreign currency business
day prior thereto.
	 
	 	7.9.4	 	The deposit’s renewal
	 
	 	 	 	Any amount in a fixed-term foreign currency deposit shall be deposited, on the deposit
period’s expiration (hereinafter referred to as “the renewal date”), together with the
interest thereon (if the interest is credited to the said deposit and not withdrawn
therefrom) for an additional identical period, at the rate of interest applicable at
such time to foreign currency deposits of such type deposited at the Bank at such time,
in such amount, for such period and in such currency, unless the Bank receives, a
number of days (of which the Bank shall notify the customers from time to time) prior
to the renewal notice, other instructions from the customers, in writing, and so long
as on the renewal date the Bank generally accepts identical deposits from customers.
	 
	 	7.9.5	 	Consolidation of deposits
	 
	 	 	 	The customers agree that the Bank shall consolidate deposits of the same type and in
the same type of currency, in accordance with the rules prevailing at the Bank from
time to time.
	 
	 	7.9.6	 	Minimum amounts
	 
	 	 	 	No deposit, so long as the Bank agrees to accept such a deposit, shall be less than the
minimum amounts determined by the Bank from time to time.
	 
	 	7.9.7	 	Times of giving instructions
	 
	 	 	 	Where a deposit instruction is given after the time fixed for the end of the business
day at the branch, or on a day that is not a foreign currency business day, the deposit
commencement date shall be postponed to the first foreign currency business day
thereafter; however, the interest rate shall be determined as though the instruction
was given on the last foreign currency business day prior thereto.
	 
	 	7.9.8	 	Taxes
	 
	 	 	 	The provisions of Clause 4.2 above shall also apply to a foreign currency deposit.
	 
	 	7.9.9	 	Limits on the deposit
	 
	 	 	 	The provisions of Clause 4.3 above shall also apply to a foreign currency deposit.
	 
	 	7.9.10	 	Set-off
	 
	 	 	 	The provisions of Clause 4.4 above shall also apply to a foreign currency deposit.
	 
	 	7.9.11	 	Withdrawal of the deposit
	 
	 	 	 	The provisions of Clause 4.5 above shall also apply to a foreign currency deposit.






	 	7.10	 	Change of status
	 
	 	 	 	Where there is a change in the status of the 




 









 




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


	 	 	 	customers, or any of them, pursuant to the
provisions of any law, including the Currency Control Law, 5738-1978, or any law by virtue
thereof, in force from time to time, the customers undertake to notify the Bank thereof
immediately and in writing, giving details of the nature of the change.






	8.	 	Banking communication services






	 	8.1	 	General






     The provisions of this clause (clause 8) shall apply where the Bank allows the
customers to receive services provided through banking communication systems enabling the
customers to communicate with the computers of the Bank and/or someone on its behalf
(hereinafter referred to as “the Bank’s Computers”) and/or the Bank’s representatives at
the customers’ branches and/or at the Bank’s designated call centers, including direct
computer communication systems Internet communication, e-mail, the relay of files and/or
messages, telephone, (including IVR
[automatic voice response] systems), cellular systems, facsimile, interactive television,
palm computers and like systems developed by the Bank from time to time (hereinafter
referred to as “the banking communication systems” or “the systems” or “the service
channels”).




The customers shall join certain systems by through enrolment forms in respect of such
systems, which constitute an integral part of this document, or by any other means allowed
by the Bank. In addition, joining systems and/or using platforms which do not belong to the
Bank (for example an EDI — Electronic Data Interchange system or SWIFT MESSAGING SERVICES
SCORE) (hereinafter referred to as “third party systems”) are likely to be subject to
agreements, to which the Bank is not a party, between the customers and third parties and
it is hereby made clear that nothing therein contained shall derogate from the obligations
of the customers in accordance with the conditions of this document.




The services might include — in accordance with the type of system — the receipt
and transfer of information and/or the giving of instructions/relay of requests for
the execution of transactions in accounts and/or the giving of instructions
and/or relay of requests for transactions constituting the debit of any of the
accounts and credit of accounts of third parties at the Bank and/or the credit of
other bank accounts (hereinafter referred to as “transactions for the benefit of a
third party”) and/or the provision of technical support and/or other transactions of
any type, including joining new systems, that the Bank allows to be executed through
the systems from time to time (hereinafter referred to as “the types of service” or
“the services”)




     If the Bank allows the customers to join the systems, the services shall be provided
to them subject to the following terms and conditions —




	 	8.2	 	Definitions
	 
	 	 	 	In this clause 8, the following expressions shall bear the meanings set forth alongside them:






	 	8.2.1	 	“the Accounts” — the account as defined in the preamble hereto and other
accounts joined to the relevant system;
	 
	 	8.2.2	 	“the device” — the computer, communication equipment, card scanner, smart cards,
identification means and any equipment, hardware and software used by the customers for
the purpose of the communication and all the ancillary functions, including information
security;
	 
	 	8.2.3	 	“The Bank’s equipment” — all the components of the device given to the customers
by the Bank;
	 
	 	8.2.4	 	“Giving of instructions” — the giving of direct instructions for the execution
of transactions through the systems, directly to the Bank’s computers, without the
intervention of a banker.
	 
	 	 	 	The Bank shall decide, in accordance with the criteria determined by it from time to
time, what types of transactions will be executed in the giving of instructions format;
	 
	 	8.2.5	 	“Relay of requests” — the use of the systems for the purpose of relaying through
banking means to the Bank requests for the execution of transactions. The Bank will
decide, in accordance with the criteria determined by it from time to time, what types
of transactions will be handled in the relay of requests format.






	 	8.3	 	Receipt of the services






	 	8.3.1	 	The customers may execute the transactions the execution of which through the
systems joined by the customers is allowed by the Bank from time to time, in accordance
with the types of service and in such accounts and/or deposits as they elect.
	 
	 	8.3.2	 	The customers undertake to study and familiarize themselves with the systems,
the way in which they operate and their possibilities, before commencing the use
thereof. The services’ receipt by the customers shall be in accordance with the Bank’s
instructions, as furnished to the customers from time to time. In addition to the above
provisions the customers using third party systems are to receive from the suppliers
additional instructions as to the manner and the conditions of the use of the same.
	 
	 	8.3.3	 	The execution of any transaction within the framework of the services shall be
subject to the rules, terms and conditions customary at the Bank in respect of such type
of accounts, spheres of activity and transactions, on the date of giving the
instructions for the transaction’s execution by the customers through the systems (and,
in respect of transactions executed in the relay of requests 




 









 




[*] = 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.


	 	 	 	format  — on the date on
which the Bank executes the transaction, if approved) as though executed at the Bank’s
branch. The customers agree that the above terms and conditions shall apply to them and
bind them, and the customers shall be deemed to have signed the forms in the text
customary at the Bank at such time for the purpose of executing such transaction. The
customers hereby acknowledge that the terms and conditions applicable to every type of
account, sphere of activity and the terms and conditions of any operation and/or
transaction may be inspected at any one of the Bank’s
branches on the days and during the hours the branch is open to the public.






	 	8.3.4	 	The customers are aware that the giving of instructions and/or relay of requests
for the execution of a transaction through the systems does not guarantee actual
execution. Actual execution through the systems depends on all the terms and conditions
mentioned in this document and on other terms and conditions agreed by the Bank and the
customers, including the absence of any legal impediment or other impediment beyond the
reasonable control of the Bank, the production of all the documents required for the
transaction’s execution            and subject to the transaction, the subject of such
request, not being likely to expose the Bank to considerable or unreasonable risk, in
its discretion, including or because the amount of the credit and/or overdraft expressly
approved by the Bank for the customers which the customers have not yet utilized -
exceeds the outstanding amount of credit the customer allowed to
be drawn
under the Additional Conditions (referred to in this clause 8 as “inadequate
balance”). In the cases mentioned above, the Bank may decline to execute the transaction
or may execute it fully or partially or proximately, as applicable.
	 
	 	8.3.5	 	The customers are aware that before the giving of an instruction and/or relay of
a request for the execution of any transaction, they must ascertain the existence of an
adequate credit balance to cover the transaction in the relevant account, or the
existence of suitable collateral that the Bank has agreed to consider, that shall enable
the Bank to act accordingly. The customers agree that the Bank may — but is not obliged
 — execute the transaction even though the relevant account balance is inadequate or
there is no suitable collateral. For the avoidance of doubt, it is expressed that the
Bank’s consent to execute any transaction in the absence of an adequate balance is not
such as to bind it to agree to the execution of additional transactions in the
situations as aforesaid.
	 
	 	8.3.6	 	The customers agree that where an instruction and/or request to execute any
transaction is given to the Bank, the Bank may take any action obliged in connection
therewith, in its discretion, and such action shall bind the customers.
	 
	 	8.3.7	 	The Bank may refuse to implement a request relayed through any of the systems
also having regard to the circumstances existing on the day of its actual
implementation.
	 
	 	8.3.8	 	If the Bank allows the execution of any transaction on the assumption that the
customers have signed a basic or general document and/or form that according to the
Bank’s practice must be signed before the giving of an identical instruction in writing
and the Bank later learns that the customers have not signed the said document and/or
form; and if the Bank reaches the conclusion that any instruction and/or request is
tainted by a lack of clarity or in the Bank’s opinion should not be implemented in its
entirety without obtaining further details, information or explanations from the
customers, the Bank may, at its election, decline to act at all in accordance with the
said instruction and/or request or implement it only partially or act in another manner
amounting, in the Bank’s discretion, in the circumstances of the case, to the proximate
performance of the said instruction and/or request.
	 
	 	 	 	"lack of clarity” for the purpose of this sub-clause 8.3.8 — whether the lack of clarity
is in the content of the instruction and/or request or the manner in which the
instruction and/or request was received.
	 
	 	8.3.9	 	The customers hereby authorize the Bank to debit any of their accounts in such
amounts as are required for the purpose of executing the transactions, including the
need to effect transfers and the payment of levies and taxes pursuant to any law.






	 	8.4	 	Finality of an instruction and/or request






	 	8.4.1	 	Transactions executed in the giving of instructions format through the systems
may not be cancelled.
	 
	 	8.4.2	 	Requests to execute transactions relayed through the systems may be cancelled in
those systems enabling cancellation, so long as such requests have not been approved by
the Bank.






	 	8.5	 	Limits on amounts
	 
	 	 	 	The Bank may determine, from time to time, a ceiling for the execution of an isolated
transaction through the systems and/or a daily/monthly/ other ceiling for the execution of
transactions through the systems decided upon by the Bank (hereinafter referred to as
“the Ceilings”), in addition to the limits imposed on their execution pursuant to the terms
and conditions as defined herein. The customers undertake to act solely in the framework of
the Ceilings as published by the Bank from time to time. If the Bank receives instructions or
requests 




 









 




[*] = 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.


	 	 	 	through the systems for the execution of transactions deviating from the Ceilings,
the Bank may, but is not obliged to, execute them, and such transactions, if executed, shall
bind the customers.






	 	8.6	 	Additional terms and conditions applicable to the execution of a transaction






	 	8.6.1	 	In addition to the provisions of Clause 46 below, services provided through
the systems in relation to international trade shall be governed by the relevant rules,
as the case may be, published by the International Chamber of Commerce in Paris, in
force on the date of giving the instruction to execute the transaction by the customers
(and in respect of transactions executed in the relay of requests format — in force on
the date on which the Bank executes the transaction, if approved).
	 
	 	8.6.2	 	The customers undertake to furnish the Bank with all the documents and
certificates required, pursuant to any law, for the purpose of executing a transaction
in respect of which they gave an instruction or relayed a request.






	 	8.7	 	Dates of receiving the services






	 	8.7.1	 	The transactions in respect of the execution of which instructions are given
and/or requests relayed through the systems, if executed, shall be given the value of
the business day (in Israeli currency or foreign currency, as the case may be), in
accordance with instructions published by the Bank from time to time.
	 
	 	8.7.2	 	The customers are under a duty to ascertain what is the date on which a
request relayed through the systems will be implemented.






	 	8.8	 	Validity of instructions
	 
	 	 	 	Notwithstanding section 8.17.3 hereinafter, it is clarified that the selection by the
customers of a specific type of transaction in any of the system screens and/or the
transmission by the customers of a message with a specific identification, format and
content, as registered in the computers of the Bank, constitutes prima facie proof vis-à-vis
the customers of the selection of the transaction type, content and /or transmission of the
data.
	 
	 	8.9	 	Information on the execution of transactions through the systems and information
relayed through the systems






	 	8.9.1	 	Information on transactions executed through the systems shall appear in the
statements relating to the customers’ relevant accounts.
	 
	 	 	 	The customers are aware that save where there is a legal duty to do so, the Bank shall
not be liable to send the customers notices of the execution or non-execution of
transactions in respect of which instructions were given or requests relayed through
the systems.
	 
	 	8.9.2	 	After the relay of any request, the customers must ascertain the
implementation or non-implementation thereof, in the status report, if existing in the
systems, or by contacting the Bank in any other way.
	 
	 	8.9.3	 	Without derogating from the provisions of Clause 27 below, the customers agree
that the Bank shall not be liable to send the customers any mail, including account
statements, notices, letters and other information relayed to them through the systems,
including information relayed to e-mail boxes, in any other way.
	 
	 	 	 	The aforesaid shall not apply to mail in respect of which there is a legal duty to send
to customers in another way, if not opened or downloaded by the customers within a
reasonable period of time (in accordance with the type of mail).






	 	8.10	 	Risks, Liability and the Measures for Securing Information






	 	8.10.1	 	The systems, by virtue of the fact that they are based on software, hardware, and
communication networks, are exposed to the risks inherent to such systems, including
damage-causing software (viruses, Trojan horses etc...), eavesdropping on the
communication lines, infiltration by hostile parties, sites holding themselves out to
be the Bank’s site or any of the systems, and other online types of fraud, disruption
in the operation of the systems, and/or the reaction time thereof, non-availability of
the systems and/or one of their services (when in none of the events an alternative
channel is available to the customers to effect the transaction) and the results
thereof. The Bank is investing considerable effort in providing protection against
these risks, but nonetheless, hermetic sealing is not possible, and damage and/or loss
may result from the realization of any such risk, including the disclosure and/or
disruption of the information transmitted and/or presented in the systems, and/or
non-timeliness thereof, disruption of instructions/requests, unauthorized operations,
disruptions of the systems’ operation and/or in the reaction time thereof, including
the failure to implement, erroneous implementation and/or late implementation of an
instruction/request The matters particularly emphasized during the use of the systems
and/or the components thereof are not in the control of the Bank. In order to reduce
the risk, the customers must ensure information security, as set forth below.
	 
	 	8.10.2	 	When using the systems, and when applying to a technical support center, the
customers are responsible for exercising information security and identification
measures as set forth in instructions 




 









 




[*] = 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.


	 	 	 	furnished by the Bank to the customers from time
to time. The customers undertake to maintain absolute confidentiality and exclusive
possession in respect of codes and/or subscriber numbers and/or passwords and/or PINs
(personal identification numbers) and/or private and public keys and the like,
including the physical means on which they are recorded and other physical means used
for identification and/or information security in the systems (hereinafter referred to
as “information security measures”) and to keep them inaccessible to others. If the
customers use the system through persons authorized to use the systems on their
behalf, who are registered in the Bank (hereinafter in this clause 8 called the
“Authorized Representatives”) then the Customers undertake to bring to the knowledge
of Authorized Representatives the contents of these conditions and to ensure that each
of the customers and the Authorized Representatives act as detailed in this clause 8.
Each of the customers shall undertake information security measures for the Authorized
Representatives. The customers undertake to immediately transmit to each Authorized
Representative his information security measures when such measures are finalized and
complete. The customers are aware of the importance of preserving information
security measures by each of them and the Authorised Representative personally, since
these measures are the sole means of identifying them. Without derogating from the
aforesaid, it is hereby emphasized that it is absolutely prohibited to save the
security measures on the computer. The customers and the Authorized Representatives
shall be responsible for replacing the information security measures as directed by
the Bank, at least at the frequency determined by the Bank. Codes, passwords and the
like determined by the customers shall be as random and difficult to guess as
possible.






	 	8.10.3	 	(Cancelled).
	 
	 	8.10.4	 	     The customers agree and undertake as follows:
	 
	 		 	(1)Not to transmit idle data (such as spam), or the results or erroneous and/or
unreasonable data;
	 
	 		 	(2)Not to permit the information security measures or the Bank’s equipment to be
altered, copied, and/or damaged, and not to permit unauthorized use thereof;
	 
	 		 	(3)The customers will be solely responsible for preserving all information
received by them through the systems.






	 	8.10.5	 	Any telephonic approach or instruction to the Bank by a person representing himself
during the course of the conversation as one of the customers or as being authorized to
act on their behalf shall be deemed an approach or instruction of the said customer or
authorized representative, even if it transpires that the said person was not the said
customer or authorized representative, provided that the Bank adopts all the cautionary
measures required in order to prevent the abuse of telephonic instructions in
accordance with the Proper Conduct of Banking Business Regulations and the Bank’s
procedures.
	 
	 	8.10.6	 	(Cancelled).
	 
	 	8.10.7	 	For the purpose of connecting to the systems, third parties shall use the public key
(e.g. the EDI system) or other relevant data to communicate with the Bank and receiving
services through the same, the customers shall give the Bank the public key for
decoding their relays and/or the data as aforesaid.
	 
	 	8.10.8	 	In the event of a change in the public keys and/or any of the data referred to in
clause 8.10.7 above by the customers, the customers shall give the Bank the same,
before commencing the use of them.
	 
	 	8.10.9	 	The presentation of the risks as detailed in this clause 8 is not such as to derogate
from the liability of any of the parties.






	 	8.11	 	Notice of Malfunctions
	 
	 	 	 	The customers undertake to notify the Bank immediately upon learning of any abuse of the
systems or of a reasonable apprehension thereof, including the disclosure and/or loss
and/or theft of information security measures and/or the giving of an instruction or relay
of a request to execute any transaction in their accounts and/or information received or
relayed without their authorization, and of any disruption and/or malfunction and/or error
and/or receipt of information concerning any third party and/or accounts managed in the
name of others, through the systems.
	 
	 	 	 	The customers hereby acknowledge that there are likely to be occasions when it will not be
possible to use the systems, in whole or in part, for any reason whatsoever. In such event
the customers shall apply to the branches of the Bank and/or the automatic machines and/or
to other service channels to which they belong (subject to their working hours)
	 
	 	8.12	 	(Cancelled)






 








 



[*] = 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.



	 	8.13	 	Installation, operation and maintenance of the device
	 
	 	8.13.1	 	Liability for the installation, operation and maintenance of the device
shall rest with the customers alone.
	 
	 	8.13.2	 	With regard to the Bank’s equipment, the customers hereby agree and undertake
as follows:






	 	(1)	 	Title to the Bank’s equipment is and shall at all times be vested
in the Bank, and the customers shall only have a personal license to use the
equipment for their own purposes, in accordance with the Bank’s instructions.
The customers undertake not to permit any third party to use the Bank’s
equipment without the Bank’s prior written consent. The customers undertake to
take all reasonable steps to protect the Bank’s equipment from being misused
and/or used for a purpose other than that for which it was given.
	 
	 	(2)	 	The customers undertake to keep the Bank’s equipment in proper
working order and, inter alia, to act to this end in accordance with the Bank’s
instructions.
	 
	 	(3)	 	Where the services are terminated in accordance with Clause 8.16
below, the customers shall return the Bank’s equipment to the Bank’s branch
within 14 days of the services’ termination, complete and in working order. The
software shall be returned to the Bank and the customers shall destroy all the
software copies in their possession. If the Bank’s equipment is not returned to
the Bank within such period of time, or is returned but is incomplete and/or is
not in working order, the customers shall pay the Bank the cost of the Bank’s
equipment, in accordance with the prevailing tariff at the Bank, and the Bank
may debit the customers’ Account with the said amount.






	 	8.14	 	The systems’ software






	 	8.14.1	 	The customers are aware that all the rights of whatsoever type including, but
without derogating from the generality of the aforesaid, any copyright, patent, trade
secret, trade mark and any proprietary right in any software, existing and/or
developed and/or prepared by or for the Bank in the scope of and/or in connection
with the systems (herein referred to as “the software”) shall be exclusively, fully
and absolutely owned by the Bank or the third party from whom the Bank purchased the
right to use the software.
	 
	 	8.14.2	 	The customers undertake not to infringe the rights of the Bank and/or third
party whomsoever in any software given to them (including by way of downloading) and
to make every reasonable effort and take all reasonable steps to prevent an
infringement as aforesaid by third parties, including their employees and all persons
acting on their behalf.
	 
	 	8.14.3	 	The customers hereby undertake not to make any copy of the software, except for
back-up purposes, and not to allow any other person and/or entity to make any use of
the software or part thereof.






	 	8.15	 	Support centers
	 
	 	 	 	The Bank may operate, in its discretion, designated centers for the purpose of providing
support related to the services to the customers who have subscribed to the services and
their authorized persons.
	 
	 	8.16	 	Changing, Blocking/Cessation of the Services






	 	8.16.1	 	The Bank may, at any time, in its discretion, permanently or temporarily,
change the services and/or block and/or fully or partially cease providing the
services to the customers and/or their Authorized Representatives through the
systems, on 14 days’ notice.
	 
	 	8.16.2	 	Notwithstanding the aforesaid, the Bank may block and/or cease, permanently
and/temporarily, in full or partially access to the systems in its discretion,
without notice, in exceptional cases arising from the Bank’s immediate need to
protect itself and/or its customers, and/or third parties including each of the
following cases:






	 	(1)	 	Where the Bank learns of a case of the type noted in Clause 8.11
above and in the event of any other substantial malfunction, disruption, or
fault, and/or clarification and/or the existence of a reasonable apprehension of
infiltration of the systems and/or abuse of the systems;
	 
	 	(2)	 	Where the Bank receives notice of cancellation of the
authorization of any of the authorized persons of the customers or on the
occurrence of an incident resulting in the authorization’s cancellation;
	 
	 	(3)	 	On the execution of a transaction deviating from the Bank’s
instructions, in any of the systems;
	 
	 	(4)	 	Where the Bank may reduce or cancel the customers’ Credit
Line or call for immediate payment of any credit it has provided to the
customers;
	 
	 	(5)	 	Where the Bank is precluded from continuing to provide the
services for





 









 




[*] = 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.







	 	 	 	reasons connected to any third party and/or technical reasons
and/or pursuant to any law, and/or in
accordance with the directives of Bank of Israel as shall be from time to time.






	 	8.16.3	 	Without derogating from the above provisions, it is hereby made clear there are
likely to be the ceasing of the services for the purpose of maintenance and/or
upgrading which does not allow the giving of prior notice thereof
	 
	 	8.16.4	 	The customers may notify the Bank in writing, at any time, of their desire to cease
using the services, in whole or in part, and the cessation shall take effect within
seven days of the notice’s receipt by the Bank. Notwithstanding the aforesaid, the
customers may, in exceptional circumstances, request that access to the systems be
blocked without the need for the waiting period, and access will be blocked as soon
as possible after the request’s receipt at the branch at which the account is
maintained or at the support center.






	 	8.17	 	The Bank’s records, the keeping thereof and the sending of notices






	 	8.17.1	 	The provisions of this clause are in addition to the provisions of Clauses 27
and 29 below.
	 
	 	8.17.2	 	The Bank shall keep mechanized records of the execution of transactions and
computer-generated enquiries through the systems and shall keep the records for such
periods of time as it decides, that shall not be less than six months for records of
transactions and 60 days for records of computer-generated enquiries. In addition,
the Bank may, but is not obliged to, record (voice recording, picture including the
system screens, or in any other way) the customers’ communications through the
systems and store the recordings. In such case, the said records and recordings shall
be deemed part of the Bank’s records.
	 
	 	8.17.3	 	All the Bank’s records concerning the existence, time and content of any
instruction and/or request for the execution of a transaction and/or the receipt or
transfer of information through the systems, and concerning the relay of information
by the Bank to the customers and/or their e-mail boxes shall serve as prima facie
proof of the genuineness of their content.
	 
	 	8.17.4	 	In the event of any contradiction between the data on the Bank’s computer and
the data on the computer of the customers, or any third party, the data on the Bank’s
computer shall prevail.
	 
	 	8.17.5	 	Without derogating from the provisions of clause 29 below, information
transmitted by the Bank to electronic mail boxes will be deemed to have actually
reached the customers one business day following the date of transmission.






	9.	 	Account in the name of a business
	 
	 	 	If the customers request the Bank to operate the Account, as defined in the preamble hereto, in
their name, whilst noting the name of a business (hereinafter referred to as “the business
name”), the customers confirm, warrant and undertake as follows:






	 	9.1	 	The use of the business name does not negate or derogate from the customers’
obligations to the Bank, pursuant hereto or pursuant to any other document signed by them
vis-à-vis the Bank.
	 
	 	9.2	 	The customers constitute all the persons/entities managing their business whilst
noting the business name, and to the best of their knowledge no other business is managed
under this name.
	 
	 	9.3	 	If the business name has not yet been registered at the Office of the Registrar of
Business Names, the customers undertake to register the business name as aforesaid as soon
as possible.
	 
	 	9.4	 	The customers may deposit to the credit of the Account and/or foreign currency
account, promissory notes, cheques, documents and other negotiable instruments (hereinafter
in this clause referred to as “the documents”) designated for them, drawn up to the order
of the business name.
	 
	 	9.5	 	The customers undertake to indemnify and compensate the Bank upon its first demand
for any damage, loss or expenses that might be occasioned to it, directly or indirectly, in
consequence of the customers’ use of the business name, including if it transpires that any
of the documents were not designated for the customers or any of them but for others and/or
that the customers were not entitled to deposit them to the credit of the Account. The Bank
may debit the Account and/or any other account of the customers with it in respect of the
customers’ said undertaking, whether the account has a credit balance, a debit balance or
goes into a debit balance by reason of the said debit.
	 
	 	9.6	 	The Bank may cancel the arrangement mentioned in this clause at any time, in its
exclusive discretion, and notify the customers thereof.





Part B- Credits





	 	 	10. Documentary Credits and guarantees/indemnities
	 
	 	 	The terms set forth in this Clause 10 shall apply to documentary credits (all documentary
credit/s to be opened hereunder shall be hereinafter called — the “Credit” or the “Documentary
Credit”), instruments of guarantee, indemnity or other letters (and each instrument or letter
shall be hereinafter called —  the “Credit” or the “Guarantee”) which the customers shall, from
time to time, request the Bank to open and/or issue in their favour or to cause to be opened by
any 




 









 




[*] = 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.


	 	 	third party in Israel or abroad (hereinafter — the “Correspondent/s”), in favour of third
parties
(hereinafter — the “Beneficiary/ies”), in accounts maintained or to be maintained under the
customer number set forth above, in the amounts, for the periods, at the due dates, interest
rates and additional terms (if any) to be set forth in the request(s) to be submitted by the
customers to the Bank (each such request shall be hereinafter called — the “Request for Credit”
and/or the “Request to Open Documentary Credit” and/or the “Request to Issue a Guarantee”, as
applicable, and shall form an integral part of this document).


	 	 	     In addition to the provisions of this Clause 10, the provisions of Clause 14 below and of Part C
(General) of this document shall apply to Documentary Credits. It is clarified that in Clause 14
and in Part C (General) of this document, the term “Credit” shall be deemed to include
Documentary Credits and Guarantees.






	 	10.1	 	Opening Documentary Credit/Issuing Guarantee






	 	10.1.1	 	The Bank shall be entitled, at its absolute discretion, to refuse any request
of the customers to open a Documentary Credit and/or issue a Guarantee, or to give
its consent to any request subject to such terms as the Bank shall deem fit.
	 
	 	10.1.2	 	In the event that the customers request that the Bank open any Documentary
Credit or issue any Guarantee, the Bank shall be entitled, at its discretion, instead
of opening the Documentary Credit/issuing the Guarantee itself, to cause the
Documentary Credit to be opened/the Guarantee to be issued by any Correspondent that
the Bank may select. For all purposes hereof, any Documentary Credit and/or Guarantee
that the Bank shall cause to be opened/issued by any Correspondent as authorised by
this Clause, shall be as valid as a Documentary Credit/Guarantee opened by the Bank
at the customers’ request.






	 	10.2	 	Term and Rules Applicable to each Credit






	 	10.2.1	 	In addition to the special terms of which the customers shall notify the Bank
in their aforesaid request or in any other way, all the conditions set forth herein
shall apply to all Documentary Credits/Guarantees which the Bank shall agree to
open/issue at the request of the customers.
	 
	 	10.2.2	 	In addition to the provisions hereof, all Documentary Credit shall also be
subject to the Uniform Customs and Practice for Documentary Credits of the
International Chamber of Commerce — I.C.C., (hereinafter — the “I.C.C. Rules”) that
shall be in force on the day the Documentary Credit is opened.
	 
	 	10.2.3	 	In this document, the expression “Credit” shall also include any other undertaking
whatsoever that may be issued by the Bank in connection with Documentary
Credits/Guarantees opened/issued at the customers’ request.






	 	10.3	 	The Independence of the Credit
	 
	 	 	 	     The customers are aware and agree, that the undertakings of the Bank and of any
Correspondent under any Documentary Credit/Guarantee to be opened/issued at their request,
shall constitute irrevocable banking undertakings by the Bank and or the Correspondent
against third parties, so that any withdrawals of monies and debiting the Account under the
Documentary Credit/Guarantee shall not be under the Bank’s control, and the Bank shall be
unable to prevent them.
	 
	 	 	 	     Furthermore, the customers are aware that the Bank’s undertakings pursuant to the
Documentary Credit/Guarantee shall be independent and shall not depend in any way on any
agreements made or to be made between the customers and/or another or others and the
Beneficiary/ies, or any undertakings made or to be made by the customer and/or by another
or others to the Beneficiary/ies, or on the fulfillment of any conditions whatsoever by the
Beneficiary/ies, excluding conditions expressly set forth in the Documentary
Credit/Guarantee itself, and no payment by the Bank or the Correspondent to the
Beneficiary/ies, or by the Bank to the Correspondent, shall require the customers’ consent,
or shall be conditional upon the giving of any notice to the customers or prior demand on
the customers.






	 	10.4	 	Payments to the Bank with Respect to the Documentary Credit/Guarantee and
Indemnification of the Bank






	 	10.4.1	 	Whenever the Bank opens/issues a Documentary Credit/Guarantee or causes a
Documentary Credit/Guarantee to be opened/issued, pursuant to the customers’ request,
the customers shall compensate and indemnify the Bank with respect to any liability
or undertaking the Bank may take upon itself, now or in the future, directly or
indirectly, with respect to or in connection with such Documentary Credit/Guarantee,
and furthermore, with respect to any claims filed or demands made against it, and
with respect to any expenses paid or damages incurred by it, as a result of any such
liability or undertaking.
	 
	 	 	 	Without derogating from the generality of the foregoing:(1) The customers shall
repay to the Bank any amount that the Bank and/or its Correspondent may have paid, or
were required or obligated to pay, pursuant to or in connection with any Documentary
Credit/Guarantee, regardless of whether the documents relating to the Documentary
Credit 




 









 




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


	 	 	 	(hereinafter — the “Documents”) and/or the goods covered by the said Documents
(hereinafter — the “Goods”) have arrived; in the same currency in which the Bank
and/or the Correspondent paid, or were required or obligated to pay, as aforesaid.






	 	 	 	For the avoidance of doubt, the customers hereby agree that if, due to any court
order, the Bank does not pay any amount under the Documentary Credit/Guarantee on
time, and the order is subsequently cancelled, the customers shall also indemnify the
Bank for any additional amounts the Bank may have to pay in connection with the
Documentary Credit/Guarantee due to the delay, provided that the Bank believes that
it was obligated to pay such additional amounts.(2) In the event of any legal or
other action being initiated against the Bank and/or against any Correspondent in
connection with any Documentary Credit/Guarantee, whether by any third party or by
the customers, or of the Bank and/or the Correspondent becoming involved in any other
way in any claim or demand in connection with the Documentary Credit/Guarantee, and
in addition, whenever the Bank and/or the Correspondent deem it fit to take any
action in connection with any Documentary Credit/Guarantee as above — the customers
shall indemnify and compensate the Bank, immediately upon its first demand, with
respect to any loss, damage or reasonable expense, including legal fees, incurred by
the Bank and/or the Correspondent with respect to or in connection with the aforesaid
action, and the customers shall repay to the Bank any amount paid by the Bank and/or
the Correspondent, or which they were required or obligated to pay to any third party
following or resulting from such action, in the same currency paid by the Bank and/or
the Correspondent, or which they were required or obligated to pay, as aforesaid.
	 
	 	10.4.2	 	Any amounts due from the customers to the Bank hereunder, shall be paid by the
customers immediately upon the Bank’s first demand, but notwithstanding the
aforesaid, the Bank shall be entitled (but shall not be obliged) to immediately debit
any account of the customers held with it with such amounts, on the earliest date on
which the Bank and/or the Correspondent paid such amounts or were required or
obligated to pay, without the necessity of giving the customers any prior notice
thereof. Clause 21 below shall apply to any such debit.
	 
	 	10.4.3	 	Any amount paid by the Bank and/or the Correspondent, or which they were
required or obligated to pay, pursuant to or in connection with any Documentary
Credit/Guarantee, shall bear interest at the
Default Rate with respect to the
period commencing on the date on which the Bank and/or the Correspondent paid, or
were required or obligated to pay, until full actual payment by the customers to the
Bank.






	 	10.5	 	Payment of Obligatory Amounts






	 	10.5.1	 	Without derogating from the provisions of Clause 10.4 above and of Clause 10.11
below, the Bank shall have the right at any time to demand from the customers payment
of all amounts that the Bank and/or the Correspondent undertake to pay pursuant to
any Documentary Credit/Guarantee opened/issued at the customers’ request, even before
the Bank and/or the Correspondent are required to pay them, and the customers
undertake to repay to the Bank all such amounts immediately upon its first demand.
	 
	 	 	 	Without derogating from the generality of the aforesaid, upon the occurrence of any
event entitling the Bank to request immediate payment of all or any of the customer’s
debts and obligations towards the Bank, on any grounds, the customers shall be
obligated to pay the above amounts immediately to the Bank, without the necessity of
the Bank giving any prior notice or making any request to the customers.
	 
	 	10.5.2	 	Any amount the customers pay the Bank pursuant to Clause 10.5.1 above, shall be
held by the Bank in a separate deposit which shall serve (together with the interest
thereon as set forth below) for the purpose of executing payments pursuant to the
Documentary Credit/Guarantee (or for the purpose of indemnifying the Bank, to the
extent that the Bank pays pursuant to or in connection with the Documentary
Credit/Guarantee any amount not taken from the deposit), and shall bear interest at
the Bank’s customary rate at the time it is paid by the customers with respect to
deposits of similar amounts for a period similar to the period from the time the
above amount is paid by the customers to the Bank until the Bank makes use of it as
aforesaid or until it is returned to the customers as set forth in Clause 10.5.3
below, as the case may be.
	 
	 	10.5.3	 	Within 30 days from the termination of the Bank’s responsibility to pay
pursuant to the Documentary Credit or within 30 days from the expiry of the relevant
Guarantee, the amount of the above





 









 




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







	 	 	 	deposit and the interest accrued thereon shall be
returned to the customers, to the extent it did not serve for payment
pursuant to the Documentary Credit/Guarantee (or to indemnify the Bank and/or the
Correspondent with respect to or in connection with payment thereof thereunder) as
aforesaid.
	 
	 	 	 	For the avoidance of doubt it is hereby clarified that to the extent any injunction
is issued by any party prohibiting payment of the Documentary Credit/Guarantee, the
Bank’s responsibility shall terminate only after full and final cancellation of the
said injunction, and the provisions of this Clause 10.5.3 shall be in addition to and
shall not derogate from the Bank’s rights under Clauses 17 and 18 below with respect
to the amounts of the above deposit and the interest thereon.






	 	10.6	 	Expenses
	 
	 	 	 	The Bank shall be entitled, at any time in its absolute discretion, to exchange notices
with the Correspondents or with others, at the customers’ expense, by means of the
customary international electronic communications media, including facsimile, telex, swift,
telephone calls, and internet, on any matter relating to the Documentary Credit, and to
debit any account of the customers in the Bank with all amounts it may spend or be debited
in connection with such acts, with the addition of interest at the
Default Rate from the
date of the expense or debit until full discharge by the
customers.


	 
	 	 	 	The customers undertake to bear all reasonable commissions and expenses which the Bank
shall be required to pay to Correspondents in connection with the execution of the
customer’s instructions as aforesaid.
	 
	 	10.7	 	The Bank’s and the Correspondents’ Exemption from Liability
	 
	 	 	 	No liability whatsoever shall apply to the Bank or its Correspondents in respect of any
damage, loss or expenses whatsoever likely to be incurred by the customers, directly or
indirectly:-






	 	10.7.1	 	In the event of failure to open/issue the Documentary Credit/Guarantee on time
or properly, or failure to open it at all for any reason whatsoever;
	 
	 	10.7.2	 	In the event of the Documents or the Goods failing to reach their destination at
the proper time or at all, or in the event of a discrepancy between the Goods and the
Documents;
	 
	 	10.7.3	 	With respect to the quantity, quality, value, packing, manner of loading,
description and delivery of the Goods;
	 
	 	10.7.4	 	With respect to any damage or loss that may be caused to the Goods for any reason
and in any place;
	 
	 	10.7.5	 	With respect to any defect, disqualification, imperfection, incorrect
description or forgery of bills of lading, insurance certificates or other documents,
and with respect to any voidance of or defect in the customers’ rights under any
document whatsoever and against any party whatsoever;
	 
	 	10.7.6	 	As a result of a mistake or error of the Bank and of its Correspondents in the
interpretation of the terms of any Guarantee issued at the customers’ request;
	 
	 	10.7.7	 	As a result of the Bank’s reasonable use of various communications media, such
as mail, telephone, telex, swift, courier, facsimile or any other method of
communication or transmission, whether private or public, and as a result of any loss,
delay, misunderstanding, destruction or deterioration due to such use;
	 
	 	10.7.8	 	With respect to amounts to be transferred to the Bank’s Correspondents which
they shall not repay if all or part of the Documentary Credit is not utilized, for any
reason, and with respect to any negligence or breach of trust on the part of the
Bank’s Correspondents;
	 
	 	10.7.9	 	As a result of circumstances beyond the Bank’s control or due to strike,
organized disturbance, sanctions or similar behavior on the part of all or some of the
Bank’s employees, or due to any lock-out in one or more of the Bank’s branches or
offices;
	 
	 	10.7.10	 	And in general, with respect to any damage or loss that may be caused to us,
directly or indirectly, deriving from the Documentary Credit/Guarantee or the Bank’s
or the Correspondents’ actions or inactions on any matter involving the Documentary
Credit/Guarantee.






	 	 	 	The provisions of this Clause shall be in addition to and shall not derogate from the
provisions of the I.C.C. Rules with respect to the Bank’s and its Correspondents’ liability
or exemption from liability.
	 
	 	 	 	Notwithstanding the aforesaid in this Clause, the Bank shall not be released from
liability to the extent the customers are able to prove that the damage, loss or expenses
were as a result of the Bank’s and/or its employees’ negligence; provided that any
negligence by one of the Bank’s Correspondents or the Correspondents’ employees, shall not
be considered, for the purposes of the above, as the Bank’s negligence.
Clause 28 below shall not apply to Documentary Credits and Guarantees, and the provisions
of this Clause 10 above shall apply.
	 
	 	10.8	 	Legal Proceedings Taken by the Bank
	 
	 	 	 	Without derogating from the provisions of Clause 23 below, the Bank is entitled, at its
discretion, but not under any obligation, to take





 









 




[*] = 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.







	 	 	 	legal or other action against the
customers and against any other party whatsoever in connection with the Documents and the
Goods or the proceeds thereof, and in connection with any
other matter deriving from the Documentary Credit and/or the Guarantee, and the customers
shall reimburse the Bank, upon its first demand, all its reasonable expenses including
legal fees (which legal fees shall be determined in accordance with Clause 23.1 below),
with the addition of interest at the
Default Rate from the date of the payment made
by the Bank until full discharge by the customers. Without derogating from the generality
of the aforesaid, the customers shall be obliged, upon the Bank’s first demand, to sign and
to deliver to the Bank a power of attorney in the name of whoever the Bank shall stipulate,
and all other documents that may be necessary, at the Bank’s discretion, in connection with
the above action.
	 
	 	10.9	 	The Bank’s right to demand a cost supplement, accelerate payment or convert
credit
	 
	 	 	 	Clause 13.15 below shall also apply to Documentary Credits and/or Guarantees opened /issued
in accordance with this Clause 10, mutatis mutandis. The following paragraph shall replace
Clause 13.15.2:
	 
	 	 	 	Whenever, as a result of any change in the law (as defined in Clause 13.15.2), or as a
result of the compliance with any requirement, directive or request given or addressed to
the Bank by the Bank of Israel or by any other competent authority, or as a result of the
compliance with any undertaking of the Bank to the Bank of Israel or any other competent
authority, whether the compliance with the said undertaking, directive, requirement or
request derives from any change in the law as above, or from an agreement made, or to be
made from time to time, between the Bank and the Bank of Israel or any other competent
authority, there should occur one of the events set forth in clauses 13.15.2(1) to
13.15.2(5), and the Bank shall determine that as a result of any or all of such events
(i.e. the contents of Clauses 13.15.2(1) to 13.15.2(5)), an increase may occur in the
Bank’s costs or expenses with respect to opening the Documentary Credit, the issuance of
the Guarantee or any other undertaking of the Bank connected with the above or with any
payment by the Bank or the Correspondents pursuant to the above, or connected with the
Bank’s or the Correspondents’ acceptance, endorsement or signature on any note or other
document whatsoever pursuant to or in connection with the Documentary Credit, or with any
payment, acceptance, endorsement or signature which the Bank or its Correspondents shall be
required to make under or in connection with the Documentary Credit:
	 
	 	 	 	Then (i.e. in each of the cases mentioned in Clauses 13.15.2(1) to 13.15.2(5)) the
customers shall pay the Bank, from time to time, each time immediately upon its first
demand, such amount that shall constitute, in the Bank’s opinion, compensation for the
increase in the Bank’s costs and expenses as above; and any statement by the Bank with
respect to the amount of the said compensation shall be binding upon the customers. The
provisions of Clauses 10.4.2 above and 17 and 18 below shall apply to such payment as
above.
	 
	 	10.10	 	Extension of the Guarantee
	 
	 	 	 	The Bank shall, at its absolute discretion, and provided it shall send prior notice to the
customers, be entitled to extend any Guarantee issued at the customers’ request, and in the
event that the Bank shall so act as well as in the event that the Bank shall with the
customers’ consent, amend in writing the terms of any Guarantee, then the terms this
document shall apply with respect to any Guarantee extended or amended as aforesaid.





Clauses 10.11 to 10.17 shall apply to Documentary Credits only:





	 	10.11	 	Receipt of the Documents by the customers






	 	10.11.1	 	The customers hereby declare and undertake to the Bank that they are aware that
the receipt by them (or the delivery to their representative) of all or some of the
Documents shall constitute, to all intents and purposes, final and absolute approval,
with no reservations on the customers’ part, concerning the Documents’ full compliance
with the terms of the Documentary Credit or its requirements, and that in their
opinion the Documents are in order.
	 
	 	 	 	In addition, the customers confirm that they are aware that possession of the
Documents usually represents control of both the Documents and the Goods, and that
after delivery thereof to the customers or their representative the situation is
irreversible unless the Bank receives prior written approval therefor from the
Correspondent and from any other body or entity involved in the relevant Documentary
Credit.
	 
	 	10.11.2	 	Therefore, as set forth in Clause 10.4 above, the customers’ Account shall be
debited by the Bank without the customers being entitled or having the right to
prevent it or object thereto in any way or at any time whatsoever, regardless of any
claim, cause of action or objection the customers may have, now or in the future, in
our relationship with any party or entity whatsoever, including the Beneficiary, the
Bank, the Correspondent, etc. The customers hereby declare that they neither have now,
nor shall they have in the future, any complaint or cause of action or claim against
the Bank in connection





 









 




[*] = 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 the payment of any Documentary Credit, and the terms set
forth therein.
	 
	 	10.11.3	 	For the avoidance of doubt, it is clarified that the receipt by the customers
of the
Documents after the Bank’s and/or the Correspondent’s objections have been presented
to the customers with respect to any non-compliance or defects, shall constitute
final and absolute approval by the customers to pay the amount of the above
Documents, and the customers shall not be entitled to raise any complaint whatsoever
in connection therewith. It shall also be considered irrevocable consent on the part
of the customers to debit their Account with such amount as shall be required to pay
the proceeds of the Documents.






	 	10.12	 	Temporary Confirmations to Release Consignments
	 
	 	 	 	In the event the Goods covered by any Documentary Credit arrive from abroad before the
Documents relating to such Goods are received by the Bank, and the customers apply to the
Bank requesting it to issue for them a guarantee, a letter of indemnity or delivery
instruction, or to add the Bank’s undertaking to such a letter (all the above documents
shall be called in this Clause 10.12 — the “Guarantee”) so as to enable the customers to
receive the Goods without delivering the Documents; and/or if the customers apply to the
Bank to endorse in their favour a copy of the Bill of Lading which they have received,
which is drawn to the order of the Bank or in which the name of the Bank appears as
consignee, this prior to the receipt of the Documents by the Bank (hereinafter — the
“Endorsement”); and/or to provide the customers with a temporary confirmation, addressed to
the shipping/airline agent, to release the Goods (the Guarantee, the Endorsement and the
above temporary confirmation shall hereinafter, in this Clause 10.12, jointly and severally
be called — the “Guarantee”), then, in every case the Bank consents to the said request and
issues such a Guarantee, the customers shall be deemed to have declared, consented and
undertaken as follows:






	 	10.12.1	 	The Bank shall be entitled, at its discretion, to refuse to consent to any
request of the customers;
	 
	 	10.12.2	 	The customers shall deliver to the Bank the original Documents relating to the
Goods in respect of which the Guarantee has been issued, with a sufficient endorsement
and in such manner as to ensure their acceptance by the transport agents; If the
customers make no use of the Guarantee, they shall return it to the Bank within 10
days from the date of its delivery to them;
	 
	 	10.12.3	 	The customers shall compensate and indemnify the Bank, at all times, in respect
of any obligation or liability undertaken by or imposed on the Bank, due to or in
connection with the Guarantee.
	 
	 	 	 	     For the purposes of this Clause 10.12, everything contained in this document
concerning the customers’ obligation to compensate and indemnify the Bank shall
apply as if the Guarantee were the Bank’s undertaking pursuant to a Documentary
Credit it opened at the customers’ request, and everything contained herein with
respect to the Bank’s duties and rights concerning the above Documentary Credit
shall also apply to the Guarantee, mutatis mutandis;
	 
	 	10.12.4	 	The customers hereby waive their right to make any kind or type of claim
related to the import of the Goods, including related to the compliance of the
Documents with the terms of the letter of credit, which would have been available to
them had the Documents arrived and been examined before the customers’ release of the
Goods;
	 
	 	 	 	Without derogating from the generality of the aforesaid, the customers also
irrevocably waive in full and in advance their right to make claims in connection
with:(1) The Documents not having arrived or having arrived after the expiration of
the Credit period;(2) Any substantial, formal or other defect that is likely to
be found in the Documents when they are received by the Bank or in the Goods;(3) Any
discrepancy whatsoever that is likely to exist between the Documents as shall be
received and their description in the Credit and/or between any other document
submitted by the customers prior to the release of the Goods, and any other document
to be submitted with the Documents;(4) A discrepancy or defect in the Documents, as
a result of which the financing period shall be shortened or amended, in the event
that such period was approved, or its terms shall be amended, or it shall be
completely cancelled and the Documents shall be available for immediate payment;(5)
Any type of discrepancy between the Documents as shall be received by the Bank and
the terms of the Credit, including a discrepancy between the amount of the invoice
as submitted with the Documents and the amount of the Credit;(6) Any type of
discrepancy between the Documents and the Goods.




 









 




[*] = 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.


	 	10.12.5	 	The customers hereby undertake, upon the Bank’s first demand, to fulfill any of
the conditions of any instruction the Bank may receive in connection with the
Documents, and to put the Bank in a position to fulfill all the terms of any
such instruction, and for that purpose to furnish the Bank with any document, upon
its demand.






	 	10.13	 	Pledge of the Documents and the Goods






	 	10.13.1	 	The Documents and proceeds thereof, relating to each Documentary Credit, the
Goods covered by the Documents, all insurance rights with respect thereto and all of
the customers’ rights against the Beneficiary or any party authorized to receive the
Goods on his behalf (hereinafter, jointly and severally, the “Pledged Assets”), shall
be deemed to have been pledged to the Bank under a first degree fixed charge, as
security for the full and punctual payment of all Secured Sums as defined below.
	 
	 	 	 	The Correspondents of the Bank (with respect to possession of the Documents) and the
warehouses in which the Goods are stored (with respect to possession of the Goods)
shall be deemed to be bailees on behalf of the Bank as defined in Section 4 of the
Pledges Law — 5727-1967 (hereinafter — the “Bailees”).
	 
	 	10.13.2	 	For the purpose of this Clause, the expression “Secured Sums” means: (1) All
amounts due or to become due, or which might become due to the Bank from the customers
on account of, with respect to or in connection with all the customers’ undertakings
under this document with the addition of interest, interest at the Default
Rate, linkage and exchange rate differentials (if any), commissions, bank charges
and expenses of any kind whatsoever; and (2) Any debit balance in any of the
customers’ accounts that may be created (or increase) as a result of the debiting of
such account with respect to amounts due or to become due, to the Bank from the
customers with respect to and in connection with the provisions of Clause 10.13.2(1)
above.
	 
	 	10.13.3	 	In addition to the provisions of Clause 10.13.1 above, and without derogating
therefrom, all Goods covered by the Documents deposited in the Bank’s warehouses
and/or in the name of the Bank in the Bailees’ warehouses (hereinafter — the “Pledged
Goods”) shall be deemed to be pledged to the Bank, under a pledge as mentioned in
Clause 10.13.1 above, from the moment they have been deposited in the above warehouses
or from the moment they are delivered to the Bank or the Bailees, and the fact of the
presence of the Goods in the above warehouses shall serve as prima facie proof that
the Goods are pledged to the Bank under the terms of this document.
	 
	 	 	 	The Bank shall be entitled to hold the Pledged Goods wherever it may deem fit, to
pack and unload them at any time and to transfer them from one place to another. For
the avoidance of doubt, it is hereby clarified that the expression “Pledged Assets”
in this Clause 10 also includes the “Pledged Goods”.
The customers undertake to notify the Bank, as soon as the Pledged Goods arrive in
the designated port, to take, at their expense, all action required to store the
Pledged Goods in the name of the Bank and to insure them in its favor, as set forth
in Clause 10.14 below.
	 
	 	10.13.4	 	The customers hereby declare that the Pledged Assets are not, and shall not be,
encumbered, pledged, charged or attached in favour of anyone else, that they are under
the customers’ absolute ownership, and shall be under their absolute ownership when
they are delivered to the Bank or the Bailees, and at the time of their deposit or
delivery to the Bank there is and there shall be no limitation or condition applicable
under any law or agreement with respect to transferring ownership or pledging the
Goods to the Bank.
	 
	 	10.13.5	 	Whenever it shall come to the knowledge of the Bank that the Pledged Assets or
any part thereof have been lost, have been or are likely to be damaged, have lost or
are likely to lose a substantial amount of their value, or that an event has occurred
that could affect the financial capacity of any guarantor which has guaranteed to the
Bank payment of all or any of the Secured Sums, the customers shall furnish to the
Bank, forthwith upon its first demand therefor, additional securities or collateral
satisfactory to the Bank.
	 
	 	10.13.6	 	The customers hereby undertake:






	 	(1)	 	To immediately notify the Bank of any attachment imposed,
execution action taken, or application to appoint a receiver for all or any part
of the Pledged Assets, as well as to immediately notify any authority which has
placed an attachment or taken any execution action, or which has been requested to
appoint a receiver as aforesaid and any third party initiating





 









 




[*] = 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.







	 		 	or requesting any
of these, of the fact that the assets have been pledged in favor of the Bank, and
to immediately take, at the customers’ expense, all action required to cancel the
attachment, the execution
action or appointment of receiver, as the case may be.
	 
	 	(2)	 	Not to sell or transfer in any other manner, and not to undertake
to sell or transfer, all or any part of the Pledged Assets, and not to transfer in
any way whatsoever the customers’ rights therein to another, without the Bank’s
prior written consent thereto.
	 
	 	(3)	 	Not to pledge or encumber all or any part of the Pledged Assets in
any manner whatsoever, whether in priority to, pari passu with or subsequent to the
rights of the Bank hereunder, without the Bank’s prior written consent thereto.
	 
	 	(4)	 	To pay the Bank, immediately upon its first demand, commission for
handling the Pledged Assets at the Bank’s prevailing tariff, without derogating
from the Bank’s rights under Clause 10.4.2 above and Clauses 17, 18 and 20 below.
	 
	 	(5)	 	To pay regularly and precisely all expenses with respect to
warehouses, packing, unloading and transportation, salaries of guards and warehouse
personnel, taxes and other expenses connected with the Pledged Goods and the
warehouses in which the Pledged Goods shall be stored at any time, and the Bank is
entitled to make such payments and expenses at our expense, however it shall not be
obligated to do so.
	 
	 	 	 	The customers undertake to refund to the Bank, immediately on its first demand, any
amount paid by the Bank as aforesaid in this Clause, without derogating from the
Bank’s right under Clause 10.4.2 above and Clauses 17 and 18 below.






	 	10.13.7	 	The pledge created as provided in this Clause in favour of the Bank shall be
independent of all securities or collateral received, now or in the future by the Bank
from or for the customers, and shall not affect or be affected by them, and shall
serve as a continuing guarantee which shall continue to be in full force and effect
until the Bank confirms to the customers in writing that the pledge is null and void;
even if, at any time before the Bank provides the customers with such confirmation,
the customers owe no debt whatsoever to the Bank.
	 
	 	10.13.8	 	The customers hereby release the Bank from all liability in respect of any
loss, damage or deterioration of any kind that may, if any, be caused to the Pledged
Assets, directly or indirectly, for any reason whatsoever.






	 	10.14	 	Insurance of the Pledged Assets






	 	10.14.1	 	The customers hereby undertake to insure the Pledged Assets at their full value
with an insurance company (hereinafter — the “Insurance Company”), against such risks
established by the Bank, from time to time, on terms acceptable to the Bank and,
whenever the Bank deems it necessary, immediately upon its first demand, to insure the
Pledged Assets under any additional insurance or to amend the terms of any existing
insurance or to insure them with another insurance company; in connection with the
above insurance, the customers undertake:






	 	(1)	 	To fulfill all the terms of the insurance and in particular to
pay all insurance premiums in full and on time, to deliver the policies to the
Bank immediately, and within seven days from the date determined for payment
thereof, all receipts with respect to payment of the premiums, as well as to
immediately notify the Insurance Companies in writing, with a copy to the Bank,
of any case of theft, loss or damage to the Pledged Assets;
	 
	 	(2)	 	To furnish a notice to the Insurance Company, immediately
after executing the insurance, in a text satisfactory to the Bank, concerning
the pledge and assignment hereby created in favour of the Bank, concerning the
Bank’s rights hereunder, which shall include, inter alia, irrevocable
instructions to the Insurance Company to pay only to the Bank all amounts due
or to become due from the Insurance Company to the customers, with respect to
or in connection with the insurance of all or part of the Pledged Assets, as
well as a request to the Insurance Company to furnish to the Bank a letter as
set forth in Clause 10.14.1(3) below;
	 
	 	(3)	 	To furnish a letter to the Bank, within seven days of
execution of any insurance, in a text satisfactory to the Bank, in which the
Insurance Company confirms to the Bank that it has received the notice
mentioned in Clause 10.14.1(2) above, and agrees to act pursuant thereto, 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.







	 	 	 	undertakes to notify the Bank, at least thirty days in advance, of the date of
the termination or expiration of any insurance;
	 
	 	(4)	 	To sign, immediately upon the Bank’s first demand, any
certificate or document which, under any law,
or in the opinion of the Bank, or which may be required or desired under the
terms of any insurance of all or part of the Pledged Assets, in order to execute
all or part of the customers’ undertakings set forth in Clauses 10.14.1(1)-(3)
above;






	 	10.14.2	 	The customers hereby irrevocably grant the Bank power of attorney to perform in
their name, on their behalf and at their expense any of the actions mentioned in
Clause 10.14.1 above, whenever any of the above acts are not performed by the
customers or not performed to the Bank’s satisfaction; however, such power of attorney
shall not release the customers from fulfilling any of their obligations under this
document, nor shall it obligate the Bank to use all or part of the above power of
attorney;
	 
	 	 	 	Any insurance of all or any part of the Pledged Assets by the Bank under the said
power of attorney may be either in the name of the Bank or of the customers, at the
Bank’s absolute discretion.
	 
	 	10.14.3	 	In addition to the power of attorney granted to the Bank as aforesaid in Clause
10.14.2 above, the customers hereby grant irrevocable power of attorney to the Bank
to perform in their name, on their behalf and at their expense any of the following:
to demand and to claim from the Insurance Companies and to make arrangements with
them, as the Bank may deem proper, with respect to claims arising from the Insurance,
including arrangements compromising or waiving all or part of the customers’ rights,
to sign any arbitration agreement and to collect the insurance payments, regardless of
whether the insurance is or shall be made by the customers or in their name, or
whether it is or shall be made by the Bank.
	 
	 	 	 	The customers agree that they shall not be entitled to perform any of the acts set
forth in this Clause without the Bank’s prior written consent thereto.
	 
	 	10.14.4	 	The customers hereby release the Bank, in advance, from all liability in the
event that the Bank does not utilize any of its powers under the above power of
attorney; and in particular, but without derogating from the generality of the
aforesaid release, in the event that the Bank does not take out the insurance as
above, or if it does not arrange it on time or properly, or in the event that, due to
any defect in the form of the insurance, or due to low coverage, or due to non-demand
or for any other reason, the Insurance Companies do not pay for any damage or loss;
and the customers hereby waive, in advance, any claim against the Bank with respect to
or in connection with any claim, negotiation or arrangement made by the Bank, as
above, whether the insurance was or shall be taken out by the customers or in their
name or whether it was or shall be taken out by the Bank.
	 
	 	10.14.5	 	The customers’ rights, present and future, deriving from insurance of the
Pledged Assets, whether made now or in the future, by the customers or by the Bank as
set forth in this Clause, as well as all the customers’ rights under the Property Tax
and Compensation Fund Law — 5722-1961, as shall be in force from time to time, and
under any other relevant law, as well as any right to compensation or indemnification
the customers may have against any third party due to loss of, damage to or expiration
of the Pledged Assets, are hereby pledged and assigned to the Bank, as provided in
Clause 10.13 above.






	 	10.15	 	Undertaking and Power of Attorney to the Bank The customers hereby
undertake to sign, upon the Bank’s first demand, all documents in connection with the
Documentary Credit and to endorse them in favor of or to the order of the Bank, and to
perform any act which in the Bank’s opinion is required or desired with respect to the
pledges and the insurance mentioned in Clauses 10.13 and 10.14 above, and without
derogating from this undertaking, the customers hereby grant the Bank irrevocable power of
attorney to sign in their name, on their behalf and at their expense, the Documents, and/or
any other document connected with the Documentary Credit, to endorse them and to perform
any act as above.
	 
	 	10.16	 	Requirements of Any Law and Import License
	 
	 	 	 	The customers undertake to comply with the requirements of any law connected with the
Documentary Credit, and without derogating from the generality of the aforesaid, in any
case where an import license, or any other permit or document, is or shall be required to
import the Goods, the customers hereby undertake that such permit shall be in their
possession, and they undertake to furnish it to the Bank and/or the competent authorities
upon their first demand.




 









 




[*] = 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.


	 	10.17	 	Levy With Respect to the Credit
	 
	 	 	 	The customers hereby undertake to bear payment of any levy existing now or in the future,
under any law, concerning any Documentary Credit, and if the Bank is required to pay, or
shall pay, the said levy, they shall repay to the Bank the
amount of the levy, at the rate, on the dates, in the currency and according to the
calculation method of which the Bank shall notify them. The provisions of Clauses 10.4.2
above and 17 and 18 below shall apply to such payment.






	11.	 	(Cancelled)
	 
	12.	 	(Cancelled)
	 
	13.	 	Terms and conditions for receiving credits/loans
	 
	 	 	The terms and conditions set forth below in this Clause 13 shall apply to that part of the
Credit or Advance (as such terms are respectively defined in the Additional Conditions)
constituting any unlinked Israeli currency and/or index-linked Israeli currency and/or foreign
currency linked Israeli currency and/or foreign currency loans and/or credits provided in the
accounts managed under the customer number mentioned above, in the amounts, for the periods, on
the payment dates, at the interest rates and in accordance with the other terms and conditions
(if any) noted in the request/s submitted by the customers to the Bank and/or in other documents
submitted by the customers to the Bank (requests as aforesaid together with such other documents
are hereinafter referred to as “the credit application” and shall constitute an integral part
hereof), and the customers agree that where the Bank agrees to grant them a credit and/or loan
in an account, the credit/loan account shall be managed in accordance with the terms and
conditions set forth below, in accordance with the relevant credit type and the other terms and
conditions set forth in the credit application.
	 
	 	 	(Any loan or credit received by the customers as aforesaid is hereinafter referred to as “the
credit”, the currency in which the credit is given is hereinafter referred to as “the credit
currency” and the account in which the credit is received is hereinafter referred to as “the
credit account”.)






	 	13.1	 	Manner and date of advancing the credit
	 
	 	 	 	If the Bank agrees to provide credit to the customers, the customers request the Bank to
transfer the credit amount to the credit of the account whose number is mentioned in the
credit application. The date of advancing the credit shall be the date on which the said
account is credited as aforesaid.
	 
	 	13.2	 	Manner of payment and prepayment






	 	13.2.1	 	The credit, the interest thereon, the index linkage, the foreign currency
linkage, commissions and the Bank’s expenses (hereinafter in this Clause 13 — the
“Amounts Due”) shall be discharged to the Bank at such times as noted in this document
and/or in the credit application.
	 
	 	13.2.2	 	It is hereby agreed that section 13(b) of the Pledges Law, 5727-1967 and any
other section replacing it shall not apply to the prepayment of the Credit (as defined
in the Additional Conditions).
	 
	 	13.2.3	 	All the amounts credited to the credit account shall be applied firstly towards
the discharge of the Bank’s expenses, secondly towards the discharge of commission,
thirdly towards the discharge of the interest and index linkage and/or foreign
currency linkage, fourthly towards any Breakage Costs (as such term is defined in
the Additional Conditions) and finally towards the discharge of the credit
principal, or in such other order as the Bank elects.
	 
	 	13.2.4	 	The customers undertake to discharge to the Bank any amount on account of the
credit, the interest and the index linkage or foreign currency linkage in respect
thereof, at the branch at which the customers received the credit.






	 	 	Special terms and conditions for unlinked credit in Israeli currency






	 	13.3	 	Business day
	 
	 	 	 	If the first debit date in respect of the principal or interest falls on the last day of
any month, or on a day that does not have an overlapping day in one of the relevant months
thereafter, respectively, any subsequent debit date shall fall on the last day of the
relevant month, in accordance with the provisions of the credit application.
	 
	 	 	 	Where the date of any payment pursuant to this document and/or the credit application
(hereinafter referred to as “debit date”) falls on a day that is not a business day — the
said date shall be postponed to the first business day thereafter.
	 
	 	13.4	 	Computation of interest






	 	13.4.1	 	The undischarged balance of any credit shall bear interest on the daily balances
in respect of the period commencing on the date of the credit’s provision to the
customers and ending on the date of its actual discharge to the Bank. The interest
shall be computed in accordance with the number of days that have actually elapsed
divided by 365 or 366, in accordance with the number of days in the year in which the
relevant period falls. If part of the period to which a particular interest rate
applies is in a 365 day year and the other part in a 366 day year, the computation
shall be made in respect of each part of the said period separately, in accordance
with the number of days in the year to which the said part applies.
	 
	 	13.4.2	 	Notwithstanding the aforesaid, if it is agreed that the principal and the
interest shall be paid in accordance with the Shpitzer table method, the interest
shall be computed in respect of the period





 









 




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







	 	 	 	commencing on the date of the credit’s
provision and ending on the date of its actual discharge on the basis of a 360 day
year and a 30 day month.
	 
	 	13.4.3	 	The interest rate shall be noted in the credit application.
	 
	 	13.4.4	 	The interest shall be paid to the Bank on such dates as noted in the credit
application (hereinafter referred to as “interest payment date”).
	 
	 	13.4.5	 	The first interest payment shall be made in respect of the period commencing on
the date of the credit’s provision to the customers and ending on the interest payment
date subsequent to the date of the credit’s provision. On every interest payment date
after the aforesaid payment, interest shall be paid in respect of the period that has
elapsed from the interest payment date preceding the payment of interest as aforesaid
until the said interest payment date.






	 	 	Special terms and conditions for index-linked Israeli currency credit






	 	13.6	 	Business day
	 
	 	 	 	The provisions of Clause 13.3 above shall also apply to index-linked credit; however, if
the debit date falls on a day that is not a business day and that is also the last day of
any month, the debit date shall be brought forward respectively, to the last day of the
said month that is a business day.
	 
	 	 	 	Any reference in Clause 13.3 or in this Clause above to debit date shall also apply to “the
determining date”, if this expression is mentioned in the credit application.
	 
	 	13.7	 	Computation of interest
	 
	 	 	 	The provisions of Clause 13.4 above shall also apply to index-linked credit.
	 
	 	13.9	 	Linkage terms and conditions
	 
	 	 	 	Payments of the principal and interest of any part of the Credit (as defined in the
Additional Conditions) denominated in NIS which is an index linked loan shall be
index-linked in accordance with the linkage terms and conditions set forth in this clause,
and the customers shall pay the Bank, in respect of this credit, amounts computed in
accordance with such terms and conditions.






	 	13.9.1	 	“Index” bears the meaning attributed to it in the “definitions” clause in the
general chapter of this document.
	 
	 	 	 	“The new index” means the index last published prior to the date on which the
relevant interest or principal payment falls due. If the principal or interest
payment falls due on the 15th of the month, and such day is not a business day, and
accordingly the payment is postponed, the new index shall be the index published in
respect of the preceding month.
	 
	 	 	 	“The base index” means the index last published prior to the advance of the credit or
any part thereof, in respect of such part of the credit.
	 
	 	13.9.2	 	(1) Payments of the principal and interest of any credit referred to in Clause
13.9 shall be linked to changes in the index, according to one of the two options
specified below and in accordance with the terms of the request:
	 
	 	 	 	(1.1) Credit Application for index-linked credit having a base index — If on the
payment date of any amount of principal or interest it transpires that the new index
has risen in comparison with the base index, the customers shall effect the said
payment to the Bank with it being increased pro rata to the rise in the new index
compared with the base index; however, if the new index is equal to or less than the
base index, the customers shall discharge the said amount to the Bank or to its order
as they would have been liable to do were it not for the provisions of this clause.
	 
	 	 	 	(1.2) Credit Application for index-linked credit which does not have a base index -
If on the payment date of any amount of principal or interest it transpires that the
new index has risen in comparison with the base index, the customers shall effect the
said payment to the Bank with it being increased pro rata to the rise in the new
index compared with the base index; however, if the new index is less than the base
index, the customers shall effect the said payment to the Bank with it being
decreased pro rata to the fall in the new index compared with the base index; If the
new index is equal to the base index, the customers shall effect the said payment to
the Bank as they would have been liable to do were it not for the provisions of this
clause.
	 
	 	 	 	(2) In addition to the provisions of sub-Clause 13.9.2(1) above, if the customers
default in discharging any payment of principal or interest, they shall effect the
said payment with it being increased pro rata to the rise in the new index compared
with the base index or the rise in the index last published prior to the actual
payment date compared with the base index, whichever amount is larger. The provisions
of this sub-clause do not derogate from any other provision of this document
concerning defaults in the discharge of payments.




 









 




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


	 	13.9.3	 	Notwithstanding the definition of “the new index” in sub-clause 13.9.1 above, if
an index is not published in respect of any month (hereinafter referred to as “the
missing index”) and after the date on which it should have been published any amount
of principal or interest falls due, the customers shall effect the said
payment with it being increased temporarily on the basis of the index last published
prior to such date. If it transpires that the missing index published after the said
payment date was higher than the index serving as a temporary basis for payment of
the said amount, on the next date for the payment of any principal or interest or, at
the Bank’s election, at the end of seven days from the date of missing index’s
publication, the customers shall pay the differences together with linkage in respect
thereof and interest at the rate equal to the credit interest rate, as set forth in
the credit application.
	 
	 	13.9.4	 	In this Clause 13, the expressions “linkage” or “index linkage” mean the amounts
due to the Bank pursuant to the linkage terms and conditions set forth in this clause
in addition to the principal or interest due to the Bank in respect of any credit.






	 	 	Special terms and conditions for foreign currency credit






	 	13.10	 	(Cancelled)
	 
	 	13.11	 	Manner of paying the credit
	 
	 	 	 	All the amounts due from the customers to the Bank on account of the credit, interest,
commission and expenses shall be discharged to the Bank in the credit currency; however in
the event that under Applicable Law payment in NIS is required, the Bank may demand the
discharge of all or part thereof in Israeli currency, in accordance with the BLL rate for
transfers and cheques or for banknotes, as applicable, to be determined by the Bank on the
relevant date as the rate at which the Bank will sell to its customers the relevant foreign
currency in exchange for Israeli currency, together with an exchange commission, and any
tax, levy or compulsory payments.
	 
	 	13.12	 	Business day
	 
	 	 	 	The provisions of Clause 13.3 shall also apply to foreign currency credit; however, if the
business day following the debit date, to which the said debit date is postponed, falls in
the month following that in which the said debit date falls, the debit date shall be
brought forward to the last business day of the said month.
	 
	 	 	 	In this sub-clause and in sub-clause 13.13.2(2) below, “business day” shall mean a day on
which banks in London execute transactions between them in deposits in the credit currency
on the London inter-bank Euro market, that is also a day on which the Bank actually
executes transactions in the credit currency without limitation on the amount of the
transactions, and in respect of which banking corporations generally clear banking
instruments.
	 
	 	13.13	 	Interest






	 	13.13.1	 	The provisions of Clause 13.4 above shall also apply to foreign currency
credit, but the interest shall be computed on the basis of the number of days that
have elapsed divided by 360.
	 
	 	13.13.2	 	The credit interest rate shall be as follows:-






	 	(1)	 	A fixed rate noted in the credit application; or, if no such rate
is noted (for the avoidance of doubt, such fixed rate shall be determined by the
Bank in accordance with clause 3 of the Additional Conditions).
	 
	 	(2)	 	A rate exceeding LIBOR by a particular percentage (as noted in
the credit application and determined by the Bank in accordance with clause 3 of
the Additional Conditions). For the purpose of this part, “LIBOR” (London
Interbank Offered Rate) means the highest interest rate (rounded up to the
nearest 1/8 (one eighth) of one percent) at which the London inter-bank Euro
market offers inter-bank deposits in the credit currency for a period parallel
to the interest period, as quoted at on about 11:00 (London time) and published
by Reuters News Service.
	 
	 	 	 	If on any relevant date the LIBOR rate is not published by Reuters News Service
as aforesaid, the LIBOR rate shall be determined in the manner provided above in
accordance with the publications of another news service or in accordance with
any other publication that is, in the Bank’s opinion, acting in good faith, so as
to constitute a suitable alternative to publication by Reuters.
	 
	 	 	 	Notwithstanding the aforesaid, if the Bank decides that on any relevant date for
determining the LIBOR rate it is unable to obtain deposits on the London
inter-bank Euro market at the LIBOR rate published as aforesaid, or if in the
Bank’s opinion, acting in good faith, there is no suitable alternative to
publication by Reuters as aforesaid, the LIBOR rate for the purpose of
determining the interest rate pursuant hereto shall be determined in accordance
with clause





 









 




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







	 		 	4 of the Additional Conditions.
	 
	 	 	 	“Interest period” shall have the same meaning ascribed to such term in the
Additional Conditions or as otherwise agreed by the Bank and the customers in
writing. “Month”, in any interest period, relates to a period commencing on any
day in a particular month and ending on the
day in the first month thereafter (hereinafter referred to as “the overlapping
day”) and any reference to “months” shall be interpreted as relating to a period
commencing on any day in a particular month and ending on the overlapping day of
the month in which such said period comes to an end. If the overlapping day falls
on a day that is not a business day, the period of a month or months, as the case
may be, shall end on the first business day after the overlapping day.
Notwithstanding the aforesaid, if any period commences on the last business day
of any month or on a day that does not have an overlapping day in the month in
which the said period comes to an end, it shall come to an end on the last
business day of the month in which the said period comes to an end.
	 
	 	(3)	 	On the business day falling two business days prior to the date
of commencement of the first interest period or, at the Bank’s election, on the
date of commencement of the first interest period and on the business day
falling two business days prior to the commencement of any other interest
period, the Bank shall determine the LIBOR rate and on the basis of its
determination the rate of interest the customers are liable to pay on the
undischarged balance of the credit shall be computed and determined, and the
interest rate determined as aforesaid shall apply from the commencement of the
relevant interest period until its expiration.
	 
	 	 	 	For the purpose of this clause only, “business day” means a day on which banks in
London execute transactions between them in deposits in the credit currency, on
the London inter-bank Euro market.
	 
	 	(4)	 	Any determination and computation made by the Bank pursuant
to sub-clauses 13.13.2(2) and 13.13.2(3) above shall bind the customers.






	 	13.15	 	The Bank’s right to demand a cost supplement or
convert credit 


	 
	 	 	 	If at any time the Bank determines (and any such determination of the Bank shall
bind the customers) that as a result of any change on the local and/or international
money market and/or a deterioration in the credit rating of the Bank and/or the
country, there will be a reduction in the available sources for the provision of
any Advance (as defined in the Additional Conditions) or part of the Credit (as
defined in the Additional Conditions) denominated in specific foreign
currency/currencies (the “Foreign Currency”) and/or damage to the Bank’s ability to
finance itself in the currency of an Advance or part of the Credit denominated in
the Foreign Currency and provided that due to such determination, the Bank generally
ceases to provide to the Bank’s customers similar amounts of credit denominated in
the Foreign Currency, all of the foregoing, for the avoidance of doubt, without
derogating from the discretion of the Bank under clause 2.1 of the Additional
Conditions, the Bank may refuse to provide such Advance or part of the Credit,
denominated in the Foreign Currency, in whole or in part, to the customers, or if
all or part of the Credit or any Advance denominated in the Foreign Currency has
already been provided to the customers, the Bank may, in its discretion, convert
such Credit and/or Advance into, such other currency that shall be requested by the
customers, and if such other currency is not available, Israeli currency (the “New
Currency”), by providing such Credit or Advance in the New Currency, as the case
may be, in such amount as is required to cover all the amounts due at such time on
account of the relevant Advance or Credit whose consideration shall be transferred
to the credit of the credit account existing at such time. The Advance or Credit, as
applicable, shall be converted, at the Market rate (as defined in clause 41 below),
to the New Currency and the terms and conditions thereof shall be as similar as
possible to the terms and conditions of the original Credit or Advance denominated
in the Foreign Currency. The interest on the New Currency credit shall be at the
rate agreed between the Bank and the customers and subject to the provisions of the
Additional Conditions including clause 3 thereof. Without derogating from the
abovementioned, if the parties are unable to reach an agreed arrangement within 14
days, the Bank may call for immediate payment of the







 









 




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







	 	 	 	undischarged balance of such
part of the Credit (plus interest). For avoidance of doubt, the mere calling for
immediate payment of the undischarged balance of such part of the Credit or such
disagreement, under the preceding sentence of this clause 13.15, shall not
constitute, in and of itself, a Default or an Event of Default (as defined in the
Additional Conditions) but the non payment thereof when due shall constitute a
Default or an Event of Default, as applicable, under the Additional Conditions; and
if the customers do not pay the Bank the undischarged balance of such part of the
Credit, the Bank may convert such part of the Credit as aforesaid, and the interest
on the New Currency credit shall be the Default Rate (for New Currency) as
determined under clause 3 of the Additional Conditions. For the purpose of effecting
conversion (including the transfer of amounts denominated in the New Currency to the
customers) under this clause 13.15, the customers shall not be charged the exchange
commission collected by the Bank on the purchase or sale of foreign currency, or any
other compulsory levy in force at such time.


	 
	 	 	 	13.15A The Bank’s right to convert foreign currency credit to Israeli currency credit in
certain cases
	 
	 	 	 	Without derogating from any right vested in the Bank pursuant hereto or under any other
Loan Document (as such term is defined in the Additional Conditions), it is agreed that in
any of the cases vesting the Bank with a right to call for immediate payment of the
undischarged balance of the foreign currency credit, the Bank may, at any time convert all
or part of the foreign currency credit into Israeli currency, after calling for immediate
payment thereof, or only the amount in default, by providing Israeli currency credit, as
the case may be, in the amount required to cover all the amounts due at such time on
account of the relevant foreign currency credit whose consideration shall be transferred to
the credit of the credit account existing at such time. The credit shall be converted at
the Bank’s customary rate on the credit conversion date, and the interest on the Israeli
currency credit shall be at the
Default Rate. The customers undertake to discharge
to the Bank the credit provided to them in Israeli currency as aforesaid immediately. The
Israeli currency credit shall be deemed for all intents and purposes to be the original
credit that was provided, mutatis mutandis.






	 	 	Special terms and conditions for foreign currency linked Israeli currency credit






	 	13.16	 	Manner of paying the credit
	 
	 	 	 	All amounts due from the customers to the Bank on account of credit, interest, commission
and expenses shall be discharged to the Bank by paying their consideration in Israeli
currency, together with foreign currency linkage as provided in Clause 13.21 below.
	 
	 	13.17	 	Business day
	 
	 	 	 	The provisions of Clause 13.3 above shall also apply to foreign currency linked credit;
however, with regard to this clause and Clause 13.18.2 below, “business day” shall bear the
meaning attributed to it in Clause 13.12 above.
	 
	 	13.18	 	Interest






	 	13.18.1	 	The provisions of Clause 13.4 above shall also apply to foreign currency linked
credit.
	 
	 	13.18.2	 	Subject to the provisions of Clause 13.19 below, interest on the credit shall
be at the rate set forth in Clause 13.13.2 above; however, the words “inter-bank
deposits in the credit currency” shall be replaced by the words “inter-bank deposits
in the currency to which the credit is linked”.






	 	13.19	 	(Cancelled)
	 
	 	13.20	 	(Cancelled)
	 
	 	13.21	 	Foreign currency linkage






	 	13.21.1	 	Principal and interest payments in respect of any credit provided pursuant to
this clause shall be linked to the relevant foreign currency rate, and for the purpose
of effecting payments of the principal and interest of the credit that shall be paid
in foreign currency linked Israeli currency, the Israeli currency credit amounts and
the interest thereon shall be computed in accordance with the linkage terms and
conditions set forth in this clause.
	 
	 	13.21.2	 	In this Clause 13.21 -“the foreign currency rate” means the BLL rate for
transfers and cheques to be determined by the Bank on the relevant date as the rate at
which the Bank will sell to its customers the relevant foreign currency in exchange
for Israeli currency, together with an exchange commission and any tax, levy and
compulsory payments.
	 
	 	 	 	“The new foreign currency rate” means the foreign currency rate to be determined by
the Bank and which will
apply on the date of actually effecting the relevant
principal or interest payment.
	 
	 	 	 	“The basic foreign currency rate” means the foreign currency rate to be determined
by the Bank and which will





 









 




[*] = 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.







	 	 	 	apply on the day on which the credit is provided.
	 
	 	13.21.3	 	If on the date of actual payment of any amount of principal or interest, it
transpires that the new foreign currency rate has risen in comparison to the base
foreign currency rate compared with the base foreign currency rate; however,
unless otherwise specifically agreed between the Bank and the Customer, if the new
foreign currency rate is less than the base foreign currency rate, the customers shall
effect the said payment
to the Bank or to its order computed in accordance with the base foreign currency
rate.
	 
	 	13.21.4	 	In this Clause 13.21, “linkage” means the amounts due to the Bank pursuant to
the linkage terms and conditions set forth in this clause, in addition to the
principal or interest due to the Bank in respect of any credit.






	 	 	 	Part B (5)
	 
	 	 	 	Special Terms for On-Call Credit






	 	13.22	 	The Period of the Credit
	 
	 	 	 	Each credit which is granted to the customers by the Bank will be given for a
period of between 1 to 7 days, commencing on the date fixed in the request for the
granting of the credit as the date for the granting of the same and ending on the date
fixed in the request for the granting of the credit as the date for the first
repayment thereof.






	 	13.23.1	 	(Cancelled)
	 
	 	13.23.2	 	The rate of interest of the credit shall be determined by the Bank in accordance
with clause 3 of the Additional Conditions.
	 
	 	13.24	 	The Manner of Repayment and Prepayment






	 	13.24.1	 	The credit and the interest in respect thereof shall be repaid to the
Bank on the earliest of the dates below without payment of a commission for
prepayment (save, in respect of paragraph (c) below, any applicable Breakage
Costs):






	 	(a)	 	at the end of the period of the credit;
	 
	 	(b)	 	(Cancelled)
	 
	 	(c)	 	on the business day notified by the customers
to the Bank, pursuant to clause 5 of the Additional
Conditions, as the day on which they wish to repay the
amount of the credit and the interest thereon.






	 	13.24.2	 	(Cancelled)
	 
	 	13.24.3	 	a notice by the customers to the Bank, as mentioned in clause 13.24.1.(c)
may by given only to the persons who hold the positions stated in the request
and this by telephone communication or by facsimile or by writing to the
address detailed in the request or any other address in Israel notified by the
Bank to the customers.






	14.	 	General terms and conditions applicable to all the types of credit to which Part B
relates






	 	14.1	 	(Cancelled)
	 
	 	14.2	 	(Cancelled)
	 
	 	14.3	 	Debiting the account/arrears 
	 
	 	14.3.1	 	On the date of any payment on account of principal and/or interest
and/or other amounts due to the Bank pursuant to this document and/or the credit
application (hereinafter in this clause referred to as “the above payment”), the Bank
may, but is not obliged to, debit in respect thereof the customers’ current account,
in Israeli currency or in foreign currency, as applicable, whether it has a credit
balance or debit balance or goes into a debit balance as a result of the said debit.
	 
	 	 	 	If at the time of
such debiting, the current account, as
aforesaid, has a debit balance or goes into a debit balance, as a
result of such debit, the debit balance (after such debit) shall
bear interest at a rate equal to the Default Rate. For the avoidance of doubt
and without duplication, if the Bank shall not debit the account in respect of the
above payment including in the event that the credit provided to the customers as
aforesaid deviates from the approved Credit Line, if any, the above payment shall
also bear interest at a rate equal to the Default Rate since its due
date.


	 
	 	14.3.2	 	If at any time after debiting the account as set forth in Clause 14.3.1 above
and upon the occurrence of an Event of Default (as defined in the Additional
Conditions) which is continuing, the Bank decides, in its discretion (taking into
account also the other entries 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.


	 	 	 	transactions debited or about to be debited to the
said account up to and including the said date) that the said account does not have
adequate cover for the said payment, or part thereof, and the Bank is not prepared to
grant the customers a Credit Line for the purpose of such cover, the Bank may cancel
the debit in respect of the said payment (or that part in respect of which there was
no cover as aforesaid) and transfer it to the debit of a separate account in the
customers’ name, in Israeli currency or
in foreign currency, at the Bank’s election, that shall be opened by the Bank for
such purpose (in the framework of a series of current accounts or in another series)
(hereinafter referred to as “the separate account”), even if prior to cancellation
of the debit, various debits and credits are effected in the current
account.


	 	 	 	The aforesaid is not such as to derogate from the Bank’s right to debit any other
account of the customers as set forth in Clause 18 below.






	 	14.4	 	(Cancelled)
	 
	 	14.5	 	Prohibition on cheque withdrawals
	 
	 	 	 	The customers may not make withdrawals from the credit account by way of cheques.
	 
	 	14.6	 	The customers’ books of account






	 	14.6.1	 	At the Bank’s request from time to time, within a reasonable time after such
request, the customers undertake to make available to representatives of the Bank
during the Bank’s customary banking hours, full books of account in accordance with
the law and the Bank is irrevocably authorized to examine and inspect the customers’
books at any time. Without derogating from the aforesaid, the customers undertake to
give the Bank, within a reasonable time after the Bank’s request every relevant
financial statement, report, accounting ledger, card, magnetic platform, film, book,
certificate, other relevant document and information and explanations concerning the
customers’ financial and operational situation, their assets and businesses as may be
requested by the Bank. The Bank is irrevocably authorized to approach the customers’
accountants and receive from them within a reasonable time after the Bank’s approach
all of the above, provided that a prior notice thereof shall have been sent, in
accordance with clause 19 of the Additional Condition, to the customers,.
	 
	 	 	 	The customers confirm that they have been informed that the failure to submit
reports on time may constitute, inter alia, a breach of Bank of Israel regulations, and
they agree that in such an event they shall pay the Bank compensation, at the rate
determined by the Bank in good faith as reflecting the increase in cost to the Bank as a
result of such breach. Nothing herein shall be construed as authorizing the customers to
submit financial statements late, or as derogating from any other right of the Bank in
the event of a breach. Notwithstanding the above, The disclosure of the information and
documents to the Bank under this clause is subject to the secrecy requirements imposed
on the Bank by law.






	 	14.7	 	(Cancelled)
	 
	 	14.8	 	(Cancelled)





Part C — General




All the clauses in this Part C below shall apply to the Account, as defined in the preamble hereto.





	15.	 	Manner of Operating a joint account — Mutual authorization 






	 	15.1	 	Subject to any written authorization given by the customers, which the Bank agrees
to accept, the right to act in the account is given to all the customers jointly, and the
provisions of Section 59 of the Contracts (General Part) Law, 5733-1973 shall not apply.
	 
	 	15.2	 	If the customers have given or give any authorization in a Request to any of the
customers (hereinafter referred to as “authorized person/s”), the authorized persons may,
on behalf of all the customers, act in the Account and/or in all the accounts/deposits
which are or will be managed under the customer number mentioned in the Request, and
execute transactions and give instructions in accordance with the signature composition set
forth in the Request, whether the account has a credit balance or a debit balance or goes
into a debit balance as a result of any transaction, and they may perform in connection
with the Account, all the acts the customers could have performed, had they all acted
jointly.
	 
	 	 	 	For the avoidance of doubt, the authorized person/s may execute transactions in the Account
in all the spheres of activity, including transactions in a current debit account
(including a Credit Line), securities deposits (including receiving investment counseling),
shekel deposits, savings, foreign currency (current account, Credit Line and deposits),
credit and loans in Israeli currency and in foreign currency, Documentary Credits and
Guarantees/indemnities, so long as these spheres of activity are or shall be chosen by the
customers and to act in all the service channels, through which the customers chose to
act, including through the telephone and fax and banking communication services.




 









 




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


	 	15.3	 	The authorized person/s may perform acts of agency with themselves and/or for their
benefit with all the monies, documents, securities, rights and assets provided from time to
time to the credit in the Account.
	 
	 	15.4	 	Without derogating from the generality of the aforesaid, the authorized persons may
also:






	 	15.4.1	 	give guarantees on the customers’ behalf vis-à-vis the Bank for the discharge of
all the amounts due to the Bank from the customers or from one or several of them, or
from any third party, pursuant to loans, credit, overdrafts or other banking services
provided by the Bank,
provided that the Bank may obtain payment from the customers, pursuant to guarantees
as aforesaid, solely from the monies, documents, securities, rights and assets
provided from time to time to the credit of the Account;
	 
	 	15.4.2	 	create on the customers’ behalf collateral in favor of the Bank with the monies,
documents, securities, rights and assets provided from time to time to the credit of
the Account;
	 
	 	15.4.3	 	sign on the customers’ behalf any agreement, including credit documents,
Requests to Allocate a Credit Line, loan agreements, guarantees, specific set-off
letters, pledge documents, undertakings and any other document required in the Bank’s
opinion in connection with all or any of the acts mentioned above.
	 
	 	15.4.4	 	close the Account and any other account/deposit which is or will be managed
under the customer number mentioned above.






	 	15.5	 	The provisions of Clause 15.2 above shall not be interpreted as meaning that the
authorized persons may authorize others to do any act mentioned in Clause 15.2 above; for
the avoidance of doubt, it is expressed that the authorized persons may do any act
mentioned herein on the customers’ behalf, even if the customers have not been given any
consideration in connection with the said act.
	 
	 	15.6	 	The customers hereby exempt the Bank from liability for any damage, loss and
reasonable expenses that might be occasioned to them, directly or indirectly, as a result
of an act of the authorized persons, or as a result of any act performed by the Bank on the
basis of any instruction or request given by the authorized persons, provided that the Bank
shall not be exempt if the damage, loss or expenses was occasioned as a result of the
Bank’s negligence or deviation from the authorization.
	 
	 	15.7	 	The customers are aware that the authorized persons may perform all the aforesaid
in all the spheres of activity and service channels constituting part of the Account.
	 
	 	15.8	 	The authorization’s expiration






	 	15.8.1	 	All the authorizations shall expire and the right to act in the Account shall
rest with all the customers jointly, if the Bank receives written notice from the
customers, or from one or several of them, of cancellation of the authorization of any
of the customers; or if the Bank receives notice of any incident as a result of which,
pursuant to law, the authorization of any of the customers expires.
	 
	 	15.8.2	 	Subject to the provisions of this document, the Agency Law, 5725-1965 shall
apply to the said authorizations.
	 
	 	15.8.3	 	Immediately upon the Bank learning of the authorization terminating, as set
forth in this Clause 15, the Bank shall give notice thereof to the customers.






	16.	 	Receiving service by telephone and/or facsimile
	 
	 	 	The following provisions shall apply where the Bank allows customers to receive from the Bank
and/or to give the Bank from time to time, information and/or requests and/or instructions
and/or notices (hereinafter referred to as “instructions”) by telephone and/or facsimile, such
being through a banker or through an automatic voice response system, at the branch or at the
designated centers (hereinafter referred to as “designated centers”).
	 
	 	 	Having regard to the many risks involved in communicating as aforesaid, including the risks set
forth in this clause, the Bank has given its consent to allow the customers’ said request
conditional upon the application of the following provisions, and the customers have accepted
the above mentioned terms and conditions and agree thereto.






	 	16.1	 	Types of instructions
	 
	 	 	 	The provisions of this clause shall apply to all instructions relating to everything it is
customary to do from time to time with or through the Bank including, and without prejudice
to the generality of the aforesaid:






	 	16.1.1	 	Receiving and giving information;
	 
	 	16.1.2	 	Opening an account in the customers’ name at the Bank;
	 
	 	16.1.3	 	payment instruction, transfer of monies, making of deposits, the execution of
futures transactions, the purchase, sale and transfer of securities, documents, rights
and other things customarily or that may be purchased, sold, done or transferred to or
through the Bank;
	 
	 	16.1.4	 	receiving advice in connection with investments in securities and financial
assets of various types, including deposits, provident funds, futures transactions,
transactions in metals or a right to one of the aforesaid and including special risk
transactions 





 









 




[*] = 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.







	 	 	 	transactions in securities in which the Bank has an interest;
	 
	 	16.1.5	 	all types of credit applications, including applications for the issue of bank
guarantees and letters of credit;
	 
	 	16.1.6	 	if so marked in the Request to open the Account — instructions involving the
crediting of or transfer to accounts/deposits of a third party or in its favor;
	 
	 	16.1.7	 	For the purpose of this clause, the expression “futures transactions” shall
include all transactions in financial instruments executed by the customers from time
to time at and/or through the Bank, whether traded on
any stock exchange or not traded (OTC), including, but not only, futures
transactions, forward, spot transactions, swap transactions, option transactions
(writing, purchase, exercise and sale), and all of various types and in relation to
various assets, including various currencies, various indices, various goods,
various types of interest, various securities (Israeli or foreign), and any other
asset, including transactions at the Maof Clearing House and transactions in other
financial instruments on which the Bank decides from time to time.






	 	16.2	 	Handling of instructions
	 
	 	 	 	Where the Bank is given any instruction by telephone and/or facsimile, it may perform all
the reasonable acts obliged in connection therewith, in its discretion, and every act
performed by the Bank as aforesaid shall bind the customers; however, it is hereby
expressed that:-






	 	16.2.1	 	if a branch or designated center receives an instruction of a type that the Bank
does not customarily accept by telephone and/or facsimile, at the branch or designated
center as aforesaid, and if the Bank believes, acting in good faith, that the
implementation of any instruction might expose the Bank to considerable or
unreasonable risk, the Bank may refuse to accept the instruction, in whole or in part;
and this shall also apply where the transaction’s execution might render it necessary
to debit the customers with an amount exceeding the ceiling determined by the Bank
from time to time, which may be altered by the Bank in its absolute discretion. The
Bank may notify the customers of the amount of the ceiling by way of general notice or
by way of specific notice, shortly after receiving the instruction as aforesaid.
	 
	 	16.2.2	 	The Bank may decline to implement any instruction or, in its discretion, execute
it only partially, where it transpires that there is a legal impediment to the
implementation thereof in its entirety, or that the balance in the relevant account or
deposit of the customers at the Bank — together with the amount of the credit and/or
overdraft expressly approved by the Bank for the customers and that the customers have
not yet utilized — are not adequate for the purpose of implementing the instruction in
its entirety; it is hereby expressed that in respect of a telephone instruction, the
aforesaid shall apply even if the Bank only becomes aware thereof after the end of the
conversation in which the said instruction was given to the Bank. Notwithstanding the
aforesaid, the Bank may implement any instruction, in whole or in part, even though
the balance in the account and/or deposit is not adequate, and if the Bank does so,
such shall bind the customers.
	 
	 	16.2.3	 	If the Bank accepts any instruction on the assumption that the customers have
signed a basic or general form and/or document, that in accordance with the Bank’s
custom must be signed before giving an identical instruction in writing, and the Bank
later learns that the customers have not signed as aforesaid; and if the Bank, acting
in good faith, reaches the conclusion that the instruction given to it is tainted by a
lack of clarity or in the Bank’s opinion, acting in good faith, should not be
implemented in its entirety without obtaining further explanations, information or
details from the customers, the Bank may, at its election, decline to implement the
said instruction at all or implement it partially or act therewith in another way
amounting — in the Bank’s discretion, acting in good faith, and in the circumstances
of the case — to the proximate implementation of the said instruction; and this shall
apply wherever the Bank believes that the communication line through which the
instruction was given to the Bank was disconnected or cut before the giving of the
instruction was completed.
	 
	 	 	 	“lack of clarity” for the purpose of this Clause — whether the lack
of clarity relates to the content of the





 









 




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







	 	 	 	instruction or the form in which the
instruction was recorded, including where the lack of clarity originates in a
disruption in the communication lines.
	 
	 	16.2.4	 	Where the Bank implements any instruction referred to in the opening sentence of
clause 16.2 including partial or proximate implementation — it shall be governed by
all the terms and conditions that would have applied had the customers given the Bank
an identical instruction in writing; and if it the time it is customary for such an
instruction to be given to the Bank on the form determined by it, the instruction
shall be governed by all the provisions of the said form, as though the
instruction was given by the customers to the Bank in writing on the said form,
signed by the customers.
	 
	 	16.2.5	 	The Bank shall notify the customers of the implementation, non-implementation,
partial implementation or proximate implementation of any instruction. The aforesaid
is not such as to derogate from the customers’ duty to ascertain the implementation,
non-implementation, partial implementation or proximate implementation of any
instruction.






	 	16.3	 	Risks and liability






	 	16.3.1	 	The customers are aware that telephone and facsimile use involves special risks,
including those set forth in this clause, and that:






	 	(1)	 	in telephone conversations, that are generally brief — the
risk that only after the conversation it will emerge that certain points are
still unclear or that there were errors in the recording (hearing) of words,
and the risk that a third party will present himself as being one of the
customers or authorized persons;
	 
	 	(2)	 	In the case of facsimile use — the risk of forging a
document or parts thereof including the customers’ signatures, or that
instruction will be relayed in a disrupted or partial manner or to another
facsimile device.






	 	16.3.2	 	Any instruction given to the Bank telephonically by a person representing
himself, during the said conversation, as being authorized to give the Bank telephonic
instructions pursuant to this clause, shall be treated as an instruction of the said
authorized representative, even it transpires that the said person was not one of the
authorized persons, provided that the Bank adopts all the cautionary measures required
in order to prevent the abuse of telephonic instructions in accordance with the Proper
Conduct of Banking Business Regulations and the Bank’s procedures.
	 
	 	16.3.3	 	(Cancelled)
	 
	 	16.3.4	 	(Cancelled)
	 
	 	16.3.5	 	If the customers and/or their authorized persons receive an identification code
and/or other information security measures (hereinafter referred to as “information
security measures”), they shall be liable to use them in accordance with the
instructions they receive from time to time from the Bank, including maintaining
absolute confidentiality in respect of the information security measures and keeping
them inaccessible to others, and replacing them insofar as required pursuant to the
Bank’s instructions. Codes, passwords and the like that are supposed to be determined
by the customers or their authorized persons shall be as random and difficult to guess
as possible.
	 
	 	 	 	The customers warrant that they are assuming full liability for implementing the
provisions of this sub-clause. The customers are aware of the risk they face that
the information security measures will come into the possession of unauthorized
persons who will abuse them and they agree that any use of any of the information
security measures shall bind them for all intents and purposes as though made by
them.
	 
	 	16.3.6	 	The customers exempt the Bank from liability for any damage, loss, expense or
payment that might be occasioned to them, directly or indirectly, as a result of the
implementation — including partial or proximate implementation — of any instruction
by the customers and/or their authorized persons and/or any person set forth in clause
16.3.2 above, provided that the Bank shall not be exempt if the damage, loss or
expense was occasioned as a result of the Bank’s negligence.
The provisions of this clause shall be subject to Clause 28 below.




 









 




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








	 	16.4	 	Miscellaneous






	 	16.4.1	 	Notwithstanding the provisions of Clause 27.1 below, all the Bank’s records
concerning the existence, date and content of any telephone and/or facsimile
instruction shall serve as prima facie proof against the customers.
	 
	 	16.4.2	 	The customers shall be precluded from raising any claim against the Bank that an
instruction received by it via facsimile does not meet the best evidence rule.
	 
	 	16.4.3.	 	The Bank may, at any time, notify the customers that it will no longer agree to
accept instructions from them pursuant to this clause in general, or in respect of
particular matters.






	17.	 	Right of lien






	 	17.1	 	Upon the occurrence of a Default (as defined in the Additional Conditions) which is
continuing, the Bank shall have a right of lien over all amounts and assets due to the
customers by the Bank (as such term is defined in this Clause 17), and the Bank may at any time, without being obliged to notify the customers thereof in
advance, detain them until the discharge of all the amounts due to the Bank from the
customers (as such terms is defined in this Clause 17), whilst maintaining a reasonable
ratio between the amounts and assets due to the customers from the Bank that are detained
as aforesaid and the amounts due to the Bank from the customers.
	 
	 	17.2	 	Upon the occurrence of a Default (as defined in the Additional Conditions) which is
continuing in addition to the aforesaid, if an attachment is imposed over any amount and/or
any asset of the amounts and assets due to the customers from the Bank — the Bank shall
have a right of lien in respect of the said amount and/or asset, as the case may be, until
the said attachment’s removal; provided that the right of lien pursuant to this sub-clause
shall only apply to amount and assets due to the customers from the Bank in an overall
amount and/or value not exceeding the undischarged balance of the amounts and assets due to
the Bank from the Customers from time to time.
	 
	 	17.3	 	In the cases set forth in Clauses 17.1 and 17.2 above, the customers shall not be
entitled to withdraw the amounts and assets due to the customers from the Bank or any part
thereof or to act therein or in relation thereto in any other manner without the Bank’s
consent, and the Bank may prevent the customers from effecting any disposition therein
provided that such limitations shall apply to an overall amount and/or value not exceeding
the the undischarged balance of the amounts and assets due to the Bank from the Customers
from time to time.17.4 The Bank shall notify the customers of its exercise of any of
its rights according to this Clause 17, following such exercise.
	 
	 	17.5	 	For the purpose of this Clause 17 the following expressions shall bear the meanings
set forth alongside them:
	 
	 	 	 	“the amounts and assets due to the customer from the Bank” — all monies, in Israeli
currency or in foreign currency, due or that shall be due to the customers from the Bank in
the Account and in any other account and/or deposit of the customers at the Bank and/or in
any way or on any cause, and over all the bills, securities, bills of lading, documents,
moveable property and other assets of whatsoever type of the customers (whether the
customers have given or shall give the Bank or any third party has given or shall give them
to the Bank for them for collection, collateral or safekeeping and/or for any other
purpose) and over their proceeds, including over the customers’ rights in connection with
all the aforesaid.
	 
	 	 	 	“the amounts and assets due to the Bank from the customer” — means the Total Unpaid
Outstanding (as such term is defined in the Additional Conditions).






	18.	 	Right of set-off






	 	18.1	 	Upon the occurrence of an Event of Default (as defined in the Additional
Conditions) which is continuing without derogating from the Bank’s right of lien as
aforesaid, the Bank may (but is not obliged) at any time, without being obliged to notify
the customers thereof in advance:






	 	18.1.1	 	set off any amount due to the Bank from the customers (as such terms is defined
in this clause 18) from the amounts due to the customer from the Bank (as such terms
is defined in this clause 18) even before the payment date of the amounts due to the
customers from the Bank as aforesaid, against which the set off is effected;
	 
	 	18.1.2	 	purchase any amount in foreign currency required for the purpose of discharging
any amount from the amounts due to the Bank from the customers, or sell any foreign
currency standing to the credit of the customers at the Bank, and use the sale
proceeds for the discharge of any amount from the amounts due to the Bank from the
customers or, as the case may be, for the purchase of another foreign currency
required for the discharge of the amounts due to the Bank from the customers;
	 
	 	18.1.3	 	debit any account and deposit of the customers at the Bank, whether or not
mentioned herein, in any amount from the amounts due to the Bank from the customers, and if
the aforesaid amounts or some of them are in respect of foreign currency credit — debit
any account 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.


	 	 	 	deposit as aforesaid of the customers managed in the credit currency, or
any account of the customers managed in Israeli currency or in another foreign currency in
the counter-value thereof (in Israeli currency or in the other foreign currency) in
accordance with the Bank’s customary rate on the date of debiting the account as aforesaid.
Notwithstanding the aforegoing, the right of set-off shall apply immediately, in respect of
the Loan Account (as such term is defined in the Additional Conditions) upon any execution
and/or request for attachment being instituted in respect of the Loan Account.






	 	18.2	 	The Bank may effect set-off without any notice; however, in the following cases,
the Bank may effect the set-off on notice to the customers (provided such notice shall be
given in accordance with clause 19 of the Additional Conditions):






	 	18.2.1	 	on the set-off of amounts due to customers from the Bank not yet due;
	 
	 	18.2.2	 	on the set-off of a fixed deposit which, but for the set-off, would be extended
or renewed automatically, such that certain rights or benefits would have derived to
the customers. Notwithstanding the aforesaid, if the delay in effecting the set-off
might adversely affect the Bank’s position or prejudice any of its rights — the
set-off shall be effected immediately. Furthermore, if notice has been sent and during
the period specified therein there is an attachment, notice of receivership of the
customers’ assets or a similar incident — the set-off shall be effected immediately.






	 	18.3	 	Any purchase or sale as set forth in Clause 18.1.2 above shall be effected (if
effected) at the Bank’s customary rate, from amounts in Israeli currency or from amounts in
foreign currency, as the case may be, standing to the customers’ credit at the Bank or
received from the realization of any collateral given to the Bank by or for the customers.
	 
	 	18.4	 	Any debit as set forth in Clause 18.1.3 above and any debit mentioned below shall
be effected (if effected) in an existing account or deposit or in an account or deposit to
be opened for such purpose by the Bank in the customers’ name, whether the account or
deposit to be debited has a credit balance or a debit balance or goes into a debit balance
as a result of being debited as aforesaid; the outstanding part of such amount due to the
Bank (after such debit), if any, shall bear interest at a rate equal to the Default Rate.
However, if as a result of any debit in respect of foreign currency as aforesaid or as set
forth below, any account goes into a debit balance or the debit balance therein increases,
then, if the said account is managed in Israeli currency, the Bank may, at any time, credit
the account and debit in the counter-value thereof any account or deposit of the customers
in the relevant foreign currency at the Bank’s customary rate on the date of debiting the
account or deposit in foreign currency as aforesaid; and if the said account is managed in
foreign currency, the Bank may, at any time, credit the account and debit in the
counter-value thereof any account or deposit of the customers in Israeli currency at the
Bank’s customary rate on the date of debiting the account as aforesaid.
	 
	 	18.5	 	The customers hereby acknowledge that where the Bank exercises rights of set-off as
aforesaid prior to the payment date of any amount from the amounts due to customers from
the Bank, in the customers’ deposits at the Bank, there may be changes to the customers’
detriment concerning their rights in respect of or in connection with the said amount (for
example with regard to interest rates, linkage, exchange rate differentials, rights to
bonuses or loans, an exemption from or reduction in income tax and deductions at source)
and the Bank may deduct from said amounts commission, expenses and payments customarily
charged by the Bank on the breaking of any kind of deposits including, savings, Israeli
currency deposits and foreign currency deposits by the customers.
	 
	 	18.6	 	For the purpose of this Clause 18 the following expressions shall bear the meanings
set forth alongside them:
	 
	 	 	 	“the amounts due to the customer from the Bank” — all monies, in Israeli currency or in
foreign currency, due or that shall be due to the customers, subject to any law, from the
Bank, in the Account and in any other account and/or deposit of the customers at the Bank
and/or in any way or on any cause.
	 
	 	 	 	“the amounts due to the Bank from the customer” — all the amounts, in Israeli currency or
in foreign currency, due to the Bank from the customers on the set off date in any way or
on any cause under the Finance Documents (as defined in the Additional Conditions -),
including amounts whose payment date has occurred as a result of a demand for immediate
repayment and/or acceleration by law and/or consent of the customers.






	19.	 	Guarantees and collateral






	 	19.1	 	(Cancelled)
	 
	 	19.2	 	In any case that the Bank shall hold cheques and/or bills signed or
endorsed by the customers, to the extent such cheques or bills constitute Other
Collateral (as such term is defined in the Additional Conditions) (hereinafter the
“Cheques”), delivered to the Bank for purposes of collection, custody, as security or in
any other manner, such Cheques shall be deemed to be and shall be pledged by a first
degree charge in favour of the Bank as







 









 




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







	 	 	 	security for the discharge of the debit balance
arising in any account of the customers, for any reason.


	 
	 	19.3	 	Subject to ten days prior notice (such prior notice shall be given in
accordance with clause 19 of the Additional Conditions and may be given any time from and
after any notice is given by the Bank to the customer of a declaration under any of
paragraphs (a), (b) or (c) of clause 9 of the Additional Conditions (as set forth after
clause 9.25 of the Additional Conditions): (1) the Bank shall be entitled to sell or
discount the Cheques, take any legal or other proceedings, as the Bank shall see fit for
the purpose of collecting on the Cheques, and charge the collection expenses to the
customers’ account; (2) the Bank shall be entitled to compromise with the signatories,
endorsers and/or guarantors, and to waive, release, receive from them partial
consideration and to use the consideration for the Cheques for the discharge of any debit
balance arising in any account of the customers. Nothing in the receipt
of the Cheques or of the full or partial consideration therefor shall be construed as
derogating from the customers’ obligation to discharge their debit balance in the
Account.


	 
	 	 	 	The customers hereby declare that the Cheques delivered or to be delivered by them to
the Bank from time to time shall be in their absolute ownership and possession, and shall
be free of any lien, attachment and third party right whatsoever, and the customers have
the right to pledge and charge them in favour of the Bank.


	 
	 	 	 	In any case that Cheques are delivered to the Bank for discounting or otherwise, the
consideration for such Cheques was transferred to the customers and the Cheques were not
paid, the Bank shall be entitled to debit the customers’ Account with the amount of the
unpaid Cheques.


	 
	 	 	 	The customers agree that, upon the occurrence of an Event of Default (as defined in
the Additional Conditions) which is continuing, the Bank may sell the Cheques itself,
and 10 days prior notice (such prior notice may be given any time from and after any
notice is given by the Bank to the customer of a declaration under any of paragraphs
(a), (b) or (c) of clause 9 of the Additional Conditions (as set forth after clause 9.25
of the Additional Conditions) and such 10 days prior notice shall be considered as
reasonable notice for the purpose of Clause 19 (b) to the Pledges Law, 5727-1967 or any
other law which shall replace it).








	 	 	The customers undertake not to create, without the Bank’s prior written consent, any
pledge, assignment or other charge on the Cheques with prior, pari passu or subordinated
rights to the rights given to the Bank in this document and any other document signed and/or
to be signed by the customers in favour of the Bank.


	 
	20.	 	Commission and expenses






	 	20.1	 	Commissions in connection with the Account, transactions therein, various services
including the preparation of legal documents, attachments imposed on the account and
orders or decisions of the courts or other competent authorities that are served in
connection with the Account, in accordance with the tariff prevailing at the Bank from time
to time, shall be debited to the account in which the transaction was executed or any
other account of the customers as the Bank decides, on such dates as prevailing at the Bank
from time to time. The commission tariff shall be available for the customers’ inspection
at the branch.
	 
	 	20.2	 	The Bank may debit any account as aforesaid with any
reasonable expense
occasioned to the Bank in connection with the account, transactions therein and various
services, and without derogating from the generality of the aforesaid, in respect of the
sending of telexes, telephone conversations and the like.






	21.	 	Right to debit the Account
	 
	 	 	Where the Bank has a right to debit an account of the customers, it may do so whether the said
account has a credit balance or debit balances or goes into a debit balance by reason of being
debited as aforesaid.
	 
	22.	 	Furnishing of details and databases
	 
	 	 	The customers acknowledge that for the purpose of opening and managing the Account, they will be
required to furnish the Bank, from time to time, with personal identification details and other
details, the furnishing of some of the details being required pursuant to the law, and the
furnishing of other details to the Bank being dependent on their own free will and consent. The
details furnished by the customers to the Bank are required by it for the purpose of its work in
connection with the service to the customers and for the purpose of making decisions regarding
the provision of the service, the scope thereof and the manner of providing it. The details and
data furnished to the Bank shall be kept, in whole or in part, in databases at the Bank or at
entities engaging in the technical aspect alone of handling the said data for the Bank.
	 
	23.	 	Legal proceedings, stamping of documents and jurisdiction






	 	23.1	 	Subject to Clause 11 under the Additional Conditions, all the expenses involved in
stamping this document and the documents issued pursuant hereto and/or in connection
herewith, and the collateral and guarantees mentioned herein, if and insofar as applicable,
and all the reasonable expenses involved in exercising rights to collect the debts due
pursuant hereto or pursuant to the terms and conditions of any account of the account
holders, whether or not mentioned herein, including the reasonable expenses involved in any
claim or in the realization of any guarantee or collateral mentioned in Clause 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.







	 	 	 	above,
and including the professional fees of the Bank’s advocates, shall be borne by the
customers. The advocates’ professional fees shall be as determined in a judgment or
decision of a court and in the case of execution proceedings, if advocates’ professional
fees are not noted, the minimum fees prescribed by virtue of section 81 of the Chamber of
Advocates Law, 5721-1961 shall apply, and in any other case — as agreed between the Bank
and the customers.
	 
	 	 	 	The customers shall pay the Bank, immediately upon its first demand, every expense as
aforesaid plus interest at the Default Rate as set forth in Clause 3 of the Additional
Conditions, in respect of the period commencing on the date it is incurred by the Bank and
ending with the actual payment thereof, and the interest accruing during each month or such
other interval as prevailing at the Bank from time to time shall also bear interest as
aforesaid.
	 
	 	23.2	 	The Bank and the customers hereby agree that exclusive jurisdiction for all the
purposes of this document shall rest with the court in the city nearest to the branch at
which the Account is managed, from amongst the following cities: Jerusalem, Tel Aviv,
Haifa, Beersheva, Nazareth or Eilat, or — at the plaintiff’s election — the court closest
to the branch at which the Account is managed.
	 
	 	23.3	 	Where any third party has filed any claim, proceedings or demand against the Bank,
in Israel or abroad, in connection with any of the customers’ accounts at the Bank, or the
Bank becomes involved in any claim, demand or proceedings in a matter amounting entirely to
a dispute between the customers and a third party, or a dispute between the customers inter
se, including attachment proceedings and other provisional relief, the customers shall
indemnify and compensate the Bank for any reasonable expense, damage and loss (including
the Bank’s advocates’ professional fees) occasioned to the Bank as a result of any claim,
demand or proceedings as aforesaid.
	 
	 	 	 	In such proceedings as aforesaid before a court or other authorized judicial authority, in
which the Bank took an active part, the Bank’s rights for indemnity and compensation for
the litigation costs shall be subject to the award of the court and/or other authorized
judicial authority, without prejudice to the Bank’s right as aforesaid for indemnity and
compensation in respect of any other damage, loss or expense in excess of the litigation
costs.
	 
	 	23.4	 	In addition to the aforesaid, the Bank may debit any account of the customers with
it, whether or not mentioned herein, in any amount due to it from the customers as a result
of any claim, demand or proceedings as set forth above.
	 
	 	23.5	 	(Cancelled)






	24.	 	Survivorship
	 
	 	 	If any of the parties to these General Terms and Conditions is an individual, then where the
number of customers shall decrease by reason of death (of a customer which is not a
corporation), the surviving customers or their representatives, jointly, may continue to act
in the Account (and in connection with all the documents furnished to the Bank to enable their
proceeds to be credited to the Account) only together with the administrators of the estate of
the deceased customer (or if no such administrators were appointed, together with the heirs of
the deceased customer).
	 
	25.	 	(Cancelled)
	 
	 	 	26. Leumi Information
	 
	 	 	The following provisions shall apply whenever the Bank allows the customers to receive
information through Leumi Information, unless the customers request that the following
arrangement not apply to them:
	 
	 	 	Through computer terminals situated at the Bank’s branches for self-service by the customers
(hereinafter referred to as “Leumi Information”), the customers will be able to receive
statements of account concerning their current accounts, and in addition the above statements of
account will be sent to the address registered in the Bank for the purpose of sending notices.
	 
	 	 	In addition, the customers will be able to receive notices concerning various transactions
executed in their accounts, at or about the time such transactions are executed, by pressing a
special key or whenever they make any use of Leumi Information, and notices issued by Leumi
Information will not be sent to the address registered in the Bank for the purpose of sending
notices. However, notices as aforesaid that are not issued by Leumi Information during a
particular period will be sent to the above mentioned address, in which case it will no longer
be possible to obtain them through Leumi Information.
	 
	 	 	In addition, the customers are aware that in any event notices concerning execution of the
transactions issued through Leumi Information or sent to their registered address will be
printed in a consolidated fashion.
	 
	27.	 	The Bank’s records, notices and certificates






	 	27.1	 	All the records in the Bank’s books, a copy thereof or any excerpt therefrom or
from the last page of the records, shall serve as an admissible evidence of the
authenticity of their content.
	 
	 	27.2	 	The customers shall examine every copy statement of account, notice and letter sent
or furnished to them in any way, by the Bank or through an automatic device, or a computer
terminal and shall furnish the Bank with their written observations thereon, if any, within
60 (sixty) days of their delivery or dispatch by the Bank. Any copy statement of account,
notice or letter furnished to the customers through an automatic device or at a computer
terminal as aforesaid shall be deemed to have been delivered to the customers by the Bank.




 









 




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


	 	27.3	 	The Bank’s written certificate concerning the interest rates, Default Rate, the
Bank’s customary rate or the Bank’s commission in the period or periods to which the said
certificate relates shall serve as prima facie proof of the contents thereof.






	28.	 	Exemption from liability in certain circumstances






	 	28.1	 	The customers exempt the Bank from liability for any direct or indirect damage,
loss, expenses and payments that might be occasioned to the customers:






	 	28.1.1	 	as a direct result of circumstances over which the Bank has no control during
the period of the occurrence of such circumstances, provided that the Bank shall make
all reasonable efforts in order to perform its obligations;
	 
	 	28.1.2	 	as a result of any strike, organized disturbance, work stoppage or similar
action by the Bank’s employees or some of them, or as a result of a lock-out at one or
more of the Bank’s branches or offices;
	 
	 	28.1.3	 	as a result of the Bank’s reasonable use of various communication means, such as
mail, telephone, telex, facsimile or any other means of communication or conveyance,
whether private or public, and as a result of any loss, delay, misunderstanding,
defacement or ruin by reason of such use, provided that the Bank shall not be exempt
if the said damage, loss or expense are a result of the Bank’s negligence.






	 	28.2	 	(Cancelled)






	29.	 	Mailing address
	 
	 	 	The customers’ mailing address, including for the service of legal process and notices and
warnings including pursuant to the Cheques Without Cover Law, 5741-1981, is the address noted
in the relevant Request to Open Account form as the mailing address, or any other address in
Israel of which the customers notify the Bank in writing With the Bank’s consent, the customers may also give the Bank, as a mailing address, their
e-mail address, which shall be deemed the customers’ address for all intents and purposes.
	 
	 	 	Unless otherwise expressly specified in these General Terms, every notice, copy statement of
account or other document of any kind (including any negotiable instrument) may be sent or
delivered by the Bank to the customers by ordinary mail or in another customary way, at its
election (including through an automatic device, computer terminal or e-mail provided that
notices under section 9 of the Additional Conditions shall be made only in accordance with the
provisions of the Additional Conditions) and any document as aforesaid sent to the customers
by: (i) way of letter shall be deemed to have been received by the customers, when it has been
delivered at the customers address during normal business hours or, if such letter is delivered
by ordinary mail, in accordance with their above mentioned address, shall be deemed to have
been received by the customers within 72 hours of its dispatch; or (ii) way of fax or
other electronic means, the date of transmission by fax to the fax number of the customers or,
if applicable, the date of transmission by other electronic means to the customers, provided
that, to the extent a notice
has been sent by way of fax, automatic confirmation from
the Bank’s fax machine of receipt by the intended recipient has
been received by the Bank.


	 
	 	 	Written confirmation by the Bank concerning delivery or dispatch as aforesaid and the date
thereof together with a copy of automatic confirmation, if applicable, shall serve as prima
facie proof, vis-à-vis the customers, regarding the dispatch, delivery and time mentioned
therein.
	 
	30.	 	Holding mail at the branch (HOLD MAIL)
	 
	 	 	If the customers note in the Request to Open Account form that their mailing address is
“at the branch”, the following provisions shall apply -






	 	30.1	 	Every copy statement of account, notice or other document of any type (including
negotiable instruments) that should have been sent to the customers (hereinafter referred
to in this clause as “the documents”) shall not be sent to the customers but shall remain
with the Bank, until the customers give the Bank written notice to send the documents to
such address as is noted, or until the documents are personally delivered to the customers
or their authorized representative, or until the end of 45 days from the day on which the
Bank sends the customers notice regarding the termination of the Bank’s consent to hold the
documents as aforesaid.
	 
	 	30.2	 	It is agreed that each of the documents shall be deemed to have reached the
customers three business days after the day on which it was left at the Bank, without any
liability being imposed on the Bank.
	 
	 	30.3	 	The customers waive, vis-à-vis the Bank, any plea or demand that they would not
have been able to raise against the Bank had any of the documents reached them on time. In
addition, and without derogating from the aforesaid, the customers agree that the period in
which they may, pursuant to law or agreement, raise any claim or commence any action
against the Bank concerning any of the documents, including non-conformity, forgery or
alteration that could have been detected or ascertained from an examination of the
documents, shall be deemed to have commenced on the day the said document was left at the
Bank, in accordance with the terms and conditions of this clause.
	 
	 	30.4	 	The customers are aware that the service mentioned in this clause is subject to a
special commission.






	31.	 	Holding mail in a special box
	 
	 	 	If the Bank agrees, in its exclusive discretion and without being under any duty to do so, to
allow the customers’ request to rent a special box for the holding of mail, the following terms
and conditions shall apply:




 









 




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








	 	31.1	 	Every copy statement of account, notice or other document of any type (including
negotiable instruments) designated for dispatch to the customers (hereinafter referred in
this clause to as “the documents”) shall be placed into the box rented to the customers,
the number of which is indicated in the box rental application (hereinafter referred to as
“the box”) (hereinafter in this clause referred to as “the Request”), instead of being
mailed to the customers.
	 
	 	31.2	 	The access to and the opening of the box shall be from a public area outside the
branch, or within the branch, as noted in the Request.
	 
	 	31.3	 	The customers undertake to clear the box every 15 (fifteen) days of all the
documents therein, to examine each document as aforesaid and to furnish the Bank with their
written observations thereon (if any) within 60 days of the date of such document.
Every document placed in the box by the Bank shall be deemed to have been received by the
customers within three days of the date of such
document, and the Bank’s written confirmation as to the placing of any document in the box
shall serve as prima facie proof, vis-à-vis the customers, regarding the date on which it
was placed in the box and its presence therein.
	 
	 	31.4	 	The customers undertake to notify the Bank immediately upon learning of any fault
in the box or the lock, or of the loss of the keys to the box, or of any unauthorized
opening thereof.
	 
	 	31.5	 	The Bank may cancel the above arrangement at any time, on 15 days’ notice.
	 
	 	 	 	If the customers do not remove the documents from the box within 30 days of the dispatch of
notice as aforesaid, the Bank may (but is not obliged to) remove them and send them to the
customers by ordinary mail. Confirmation of dispatch to the customers as aforesaid shall
serve as prima facie proof, vis-à-vis the customers, for such purpose.
	 
	 	31.6	 	Payment for the services (hereinafter referred to as “the rent”) the “service
payment”) shall be in accordance with the commission tariff prevailing at the Bank on any
service payment date.
	 
	 	 	 	The Bank may debit the account noted in the request with the service payment on any payment
date as aforesaid, whether the account is in credit balance or overdrawn or becomes
overdrawn as a result of being debited as aforesaid.
	 
	 	31.7	 	The customers exempt the Bank from liability for any expense, damage and loss that
might be incurred by them, directly or indirectly, for the box in connection with the
services, provided that the Bank shall not be exempt if the customers prove that the
damage, loss or expense was a result of the Bank’s negligence.
	 
	 	 	 	The provisions of this clause are subject to Clause 28 above.






	32.	 	The Bank’s right not to implement certain instructions
	 
	 	 	In each of the following cases, the Bank may, in its discretion, decline to implement any
instruction of the customers or postpone its implementation or implement it only partially, as
the case may be:






	 	32.1	 	If the instruction is unclear or incomprehensible to the Bank;
	 
	 	32.2	 	If the instruction is given with regard to cheques and/or bills for collateral,
collection or to the credit of an account and the cheques and/or bills or some of them are
not annexed to the instruction or are tainted by any defect (such as a lack of
endorsement(s), a first endorsement or special endorsement that is unclear, non-conformity
between words and figures, etc.) or the details of any cheque or bill as aforesaid do not
conform with their description in the form;
	 
	 	32.3	 	If the instruction is given other than on the Bank’s customary form, unless the
Bank’s employee who is charged with accepting such an instruction has agreed to accept it
at the Bank;
	 
	 	32.4	 	If the instruction reaches the Bank after the time determined for its delivery;
	 
	 	32.5	 	If the instruction is given through the Hishbank [rapid bank service] or a branch
box and concerns a transaction the Bank does not generally execute on the basis of an
instruction given through the Hishbank or branch box as aforesaid;
	 
	 	32.6	 	If the instruction concerns a transaction the Bank does not generally execute;
	 
	 	32.7	 	If the instruction’s implementation involves debiting any account of the customers
and the said account’s status does not enable such debit.
	 
	 	 	 	If the customers instruct the Bank to effect various payments to the debit of any account
and the said account’s status does not enable it to be debited with all the said payments,
the Bank may (but is not obliged to), in its discretion, effect such payments as it deems
fit.






	 	 	The Bank shall notify the customers of the execution, non-execution, partial execution or
approximate execution of any instruction. The aforesaid does not derogate from the customers’
obligation to verify the execution, non-execution, partial execution or approximate execution of
any instruction
	 
	33.	 	The time for executing transactions
	 
	 	 	Where the Bank has undertaken to execute any transaction for the customers, and no time has been
fixed for the execution thereof, the Bank shall execute it within the reasonable period of time
generally required for executing such a transaction.
	 
	34.	 	The use of correspondents
	 
	 	 	For the purpose of implementing the customers’ instructions, the Bank may, in its discretion,
use the services of correspondents and/or brokers (hereinafter referred to in this clause as
“the correspondents”) in Israel or abroad, at its election.
	 
	 	 	The customers undertake to bear the reasonable commission and expenses the Bank is required to
pay the correspondents in connection with the





 









 




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







	 	 	implementation of the customers’ instructions as
aforesaid.
	 
	35.	 	Change in the account holders’ details
	 
	 	 	The customers declare that all the details given by them to the Bank are correct and accurate.
The customers undertake to notify the Bank immediately of any change in one or more of
these details.


	 
	 	 	The customers are aware that so long as they have not given notice of the change to the Bank,
the change shall not bind the Bank and the Bank will not be required to have regard thereto.
	 
	36.	 	Enquiries and notices to the Bank
	 
	 	 	All the customers’ enquiries and notices to the Bank on the various matters concerning the
Account shall be referred solely to the offices of the branch at which the Account is
maintained, or — with regard to advice on securities — to the advice centre to which the
customers are directed by the said branch. In any other matter, the customers may also approach
the Bank’s Public Complaints Department or the Management of the Bank.
	 
	37.	 	Transfer of rights
	 
	 	 	The customers may not transfer to another/others their rights pursuant hereto and/or any of
the documents mentioned herein or connected herewith and/or in any account, without the
Bank’s prior written consent; the aforesaid is not such as to derogate from any other
provision herein absolutely prohibiting a transfer of the rights in any account or deposit.
	 
	38.	 	Waivers and/or compromises 






	 	38.1	 	No waiver by the Bank nor compromise shall bind the Bank, unless made in writing.
	 
	 	38.2	 	A waiver by the Bank in favor of the customers in respect of the prior breach or
non-fulfillment of one or more of the terms and conditions hereof shall not be construed as
justification or an excuse for the further breach or non-fulfillment of any of the terms
and conditions hereof. The Bank’s failure to exercise any right granted to it pursuant
hereto shall not be interpreted as a waiver of such right.






	39.	 	Technical changes in the account number and the division thereof
	 
	 	 	The validity of the terms and conditions hereof shall not be affected even if, for any reason,
the Bank changes the number of any account, by adding digits or in any other way, and they
shall continue to apply to the account under its new number. For the avoidance of doubt, it is
hereby expressed that the Bank may change the account number, transfer the balance therein (and
in the case of a securities deposit — the securities therein), whether the account has a credit
balance or a debit balance, to another existing account or to a new account to be opened for
such purpose, where in its opinion such a change is required or desirable for office,
administrative or technical reasons. In addition, the Bank may divide the account into two or
more accounts, if the status of the account justifies this.
	 
	40.	 	Closing the Account
	 
	 	 	Without derogating from clause 6 of the Additional Conditions, the Bank may, at any
time, close the Account or cease one or more of the spheres of activity and/or service
channels provided to the customers pursuant hereto or deny the customers their
right to act in the account through cheques or similar if required under Applicable Law (as
such term is defined in the Additional Conditions). The Bank shall as soon as
practicable, notify the customers if it becomes aware of any such obligation to act as
aforementioned.


	 
	 	 	The acts
detailed above shall be carried out by the Bank in good faith and in
accordance with the procedures prescribed from time to time by Bank of Israel. Details may be
obtained at the branch of the Bank at which the Account is maintained. The customers undertake
to return to the Bank all the chequebooks, credit cards and Caspomat [ATM] cards in their
possession, at the time of closing the Account.
	 
	 	 	Where the Account is closed — by the Bank or the customers — the interest and Default Rate (if
any) that has accrued to such date shall be discharged immediately upon the Account’s closure.
	 
	 	 	40A. Accrual of interest
	 
	 	 	Interest at the Default Rate mentioned herein that is due from the customers to
the Bank, accruing during any period, shall be compounded in accordance with clause 3 of the
Additional Conditions. Any interest that is not at the Default Rate and is due from the
customers to the Bank on account of any Advance (as such term is defined in the Additional
Conditions) shall be compounded in accordance with the Request of Disbursement
as agreed between the Bank and the customers, provided that, for the avoidance of doubt and
without duplication, in any event, any payment of interest due to the Bank that is not paid in
accordance with clause 3.2 of the Additional Conditions shall also accrue interest at the
Default Rate and be compounded in accordance with the provisions of clause 3.3 of the
Additional Conditions.
	 
	41.	 	Definitions
	 
	 	 	In this document, the following expressions shall bear the meanings set forth alongside them,
unless another meaning is attributed to them in the relevant clause:






	 	41.1	 	“bill” means any promissory note, bill of exchange, cheque, drawing, payment order
and any negotiable instrument of whatsoever type;
	 
	 	41.2	 	“Books of the Bank” shall be interpreted as including any book, ledger, statement
of account, copy statement of account, loan contract, undertaking, bill signed by the
customers, card index, sheet, spool, electronic computer data storage means and any other
means for the storage of data made during the Bank’s ordinary course of business;
	 
	 	41.3	 	“business day” means every day except for Saturday, Sabbatical days (days declared
by the State of Israel to be Sabbatical days), two days of Rosh Hashanah (Jewish New Year),
the evening of Yom Kippur and Yom Kippur (Day of Atonement), the first and eighth day of
Sukkot (Tabernacles), Purim, the first and seventh day of





 









 




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







	 	 	 	Passover, Israel Independence
Day, Shavuot (Pentecost), Ninth of Av and any other day which shall be declared by the
Israel Supervisor of Banks as a day that is not a banking business day.
	 
	 	41.4	 	“foreign currency business day” means a business day that is also a day on which
the Bank actually executes transactions in the relevant foreign currency, without
limitation on the transaction amounts;
	 
	 	41.5	 	“records” shall be interpreted as including any record or copy of a record, whether
recorded or copied in handwriting or by typewriter, and whether recorded or copied by way
of printing, duplication, photography (including microfilm or microfiche) or by means of
any mechanical, manual, magnetic, optic, electric or electronic device or by means of
electronic computer entries or any other means of recording or displaying words or figures
or any other symbols prevailing at the banks;
	 
	 	41.6	 	“the Bank” — including each and every one of the Bank’s branches or offices in
Israel and abroad;
	 
	 	41.7	 	“law” — as defined in the Interpretations Law, 5741-1981, and any other law,
regulation, order, instruction, demand or request of a government authority, including
instructions, permits and directives of Bank of Israel, as in force from time to time;
	 
	 	41.8	 	“the Bank’s customary rate” means “the agreed rate” or “the BLL rate” as defined
below, as determined by the Bank from time to time, having regard to the type and amount of
the purchase or sale of the relevant foreign currency.
	 
	 	 	 	However, the customers may request the Bank, a reasonable time in advance, to effect the
said purchase or sale at the “agreed rate” instead of the “BLL rate”, and if it is the
Bank’s practice at such time to execute transactions of the type and in the amount of the
transaction for the purchase or sale of the relevant foreign currency at the “agreed rate”,
the purchase or sale shall be effected at the “agreed rate”. Exchange rate commission and
all taxes, levies, compulsory or other payments and the like shall apply to any such
purchase or sale;
	 
	 	41.9	 	“agreed rate” — in respect of any purchase or sale of foreign currency by the
customers in exchange for Israeli currency, means the sell or buy rate, as the case may be,
for transfers and cheques or banknotes, as the case may be, last determined by the Bank
prior to effecting the said purchase or sale for transactions of similar type and amount,
which the customers have agreed shall apply to such purchase or sale;
	 
	 	41.10	 	“BLL rate” — in respect of any sale of foreign currency by the customers, means the
rate determined by the Bank on the relevant date as “the BLL rate”, at which the Bank
purchases the relevant foreign currency from its customers in exchange for Israeli
currency; and in respect of any purchase of foreign currency by the customers or debiting
of the customers’ account with Israeli currency in the counter-value of the foreign
currency — the rate of transfers and cheques or of banknotes, as the case may be,
determined by the Bank on the relevant date as “the BLL rate” at which the Bank sells its
customers the relevant foreign currency in exchange for Israeli currency;
	 
	 	41.11	 	“Default Rate” shall have the same meaning ascribed to such term in clause 3 of the
Additional Conditions and interest at the Default Rate shall, under these General Terms and
Conditions, be calculated, computed and compounded in accordance with clause 3 of the
Additional Conditions.
	 
	 	41.12	 	“index” means the price index known as “the consumer price index” (cost of living
index) including fruit and vegetables, published by the Central Bureau of Statistics, and
including the said index even if published by any other official institute or entity, and
including any official index replacing it, whether built on the same data as the existing
index, or not. If the index is replaced by another index that is published by any entity or
institute as aforesaid and the said entity or institute has not determined the ratio
between it and the replaced index, the ratio shall be determined by the Central Bureau of
Statistics, and if not determined as aforesaid, the Bank shall determine, in consultation
with economic experts selected by it, the ratio between the said index and the replaced
index;
	 
	 	41.13	 	“prime interest” shall mean the basic interest in respect of the debit balance in
current accounts as fixed from time to time by the Bank;
	 
	 	41.14	 	“month” means a Gregorian month.
	 
	 	41.15	 	“Additional Conditions” means the Amended and Restated Additional Conditions for
Granting Credits originally made on 4th August, 2008 and restated and replaced
on [ ] June, 2011 to these General Terms Of Operation Of A Current Debit Account, signed
by the customers and the Bank.
	 
	 	41.16	 	“Credit” shall have the meaning ascribed to such term in the Additional Conditions.
	 
	 	41.17	 	“Market rate” — means the buying rate of the New Currency for the Foreign Currency as
prevailing in the Bank’s dealing room at the time of such conversion for customers of
similar size as the customers and for conversions of similar amounts.






	42.	 	Change in the terms and conditions hereof
	 
	 	 	The Bank may, from time to time, change the terms of this document or add new provisions in
accordance with clause 1.1.64 of the Additional Conditions on at least 30 (thirty) days’ written
notice to the customers, provided that the change or new provisions shall only bind the
customers after the notice period’s expiration.
	 
	43.	 	Bank’s exemption in respect of the duties of a holder 
	 
	 	 	The customers hereby release the Bank — in respect of






 









 




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



	 	 	every bill signed or endorsed by the
customers — from all the duties of a holder, such as presentation for acceptance or payment,
protest, notice of non-acceptance or dishonour, and they waive the right to plead prescription
in respect of any such bill.

	 
	44.	 	Taxes
	 
	 	 	Unless prior exemption from deduction at source is furnished by the customers to the Bank, any
taxes, levies or compulsory payments which the customers are liable by law to pay will be
deducted as required pursuant to law by the Bank or debited to the Account. . In the
event that any Taxes (as such term is defined in clause 17.9 of the Additional
Conditions) shall be payable on, or chargeable in respect of, any payment due to the Bank
under these General Terms and Conditions, then clause 17.9 shall apply in respect of any such
payment.


	 
	 	 	44A. All payments due or to become due to the Bank under these General Terms and Conditions shall
be paid by the customers free and clear of, and without any deduction for, or on account
of, any set-off or counterclaim


	 
	45.	 	Times of giving instructions
	 
	 	 	All instructions received by the Bank after the time determined for the close of the business
day in the branch, or on a day which is not a business day (and in








	 	 	respect of activities connected with foreign currency — on a day which is not a foreign currency
business day) shall be deemed to have been received by the Bank on the next following business
day or foreign currency business day, as the case may be.
	 
	46.	 	Governing law
	 
	 	 	The laws of the State of Israel shall govern this document and the documents mentioned herein or
related hereto, which shall be interpreted in accordance therewith.
	 
	47.	 	Status of the signatories hereto






	 	47.1	 	The provisions of this document shall apply to all the customers who have actually
signed it, jointly and severally. If other names are noted amongst the customers’ names,
the provisions of this document shall only apply to those who have actually signed it, and
any reference herein to “the customers” shall relate solely to those customers who have
actually signed the document.
	 
	 	 	 	The aforesaid shall also apply if one or several of those whose names are noted above as
customers do not sign the document at all.
	 
	 	47.2	 	Every right at any time vested in the Bank vis-à-vis the customers pursuant hereto
shall be deemed to be vested in the Bank vis-à-vis the customers jointly, vis-à-vis several
of the customers and vis-à-vis each of them severally; every mention herein of “the
customers” shall be deemed to relate to the customers jointly, to several of them and to
each of them severally.






	48.	 	Singular and plural
	 
	 	 	Where any account or deposit is managed in the name of an individual, all the provisions in
relation thereto, insofar as they relate to the customers, shall be deemed as having been
written in the singular.
	 
	49.	 	Headings
	 
	 	 	The clause headings herein are for convenience purposes only, and shall not be taken into
account in the interpretation hereof.
	 
	50.	 	Accompanying documents
	 
	 	 	In every document in which this document is mentioned, the mention shall also include the
Request to Open Account form that has been and/or shall be signed by us in connection with the
Account the subject of this document as well as every application, appendix and document
mentioned herein, insofar as they are relevant to the matter. All the aforesaid constitute an
integral part of this document.




 









 




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







In witness whereof the customers have signed hereon:




	 	 	 	 	 	 	 	 	 
	Official’s confirmation of the customer’s identity face to face	 	 	 	 	 	 
	Official’s name	 	Signature	 	Signature	 	Name	 	Date
	 

	 	 
	 	 
	 	 
	 	 






 











 



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

 


AMENDED AND RESTATED ADDITIONAL CONDITIONS FOR
 GRANTING CREDITS ORIGINALLY MADE
ON AUGUST 4, 
2008 AND AMENDED AND RESTATED ON      , 2011




Annex to the General Terms



 








 









 



[*] = 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	 	 2
	2.
	Credit	 	44
	3.
	Interest	 	46
	4.
	Substitute Interest Rates	 	48
	5.
	Repayment of the Principal and Voluntary Prepayment	 	48
	6.
	Illegality and Mandatory Prepayment	 	48
	7.
	Security and Undertakings	 	49
	8.
	Additional Security	 	54
	9.
	Events of Default	 	54
	10.
	Application of Payment upon an Event of Default	 	67
	11.
	Fees	 	68
	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	 	71
	14.7.
	 	Restrictions	 	73
	14.8.
	 	Litigation	 	73
	14.9.
	 	Shareholder Rights Plan	 	73
	14.10.
	 	Organizational Documents	 	73
	14.11.
	 	Financial Information	 	73
	14.12.
	 	Status of Guarantors	 	73
	14.13.
	 	No Fraudulent Conveyance	 	75
	14.14.
	 	No Interest in Gazit America Shares	 	76
	14.15.
	 	ERISA	 	76
	15.
	Undertakings	 	77
	15.1.
	 	Loan to Value	 	77
	15.2.
	 	Shareholder Rights Plan	 	77
	15.3.
	 	Organizational Documents of EOI	 	77
	15.4.
	 	Accounting Standards	 	78
	15.5.
	 	Reserved	 	78








(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.




TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	CLAUSE NO.	 	 	 	PAGE
	15.6.
	 	Notification
of Changes in New Accounting Treatment
	 	78
	15.7.
	 	Revisions
to the Financial Ratios
	 	79
	15.8.
	 	Financial Statements, Officer’s Certificate and Financial Information
	 	80
	15.9.
	 	Auditors Assistance
	 	83
	15.10.
	 	Company Assistance
	 	83
	15.11.
	 	Regulations of the Board of Governors
	 	83
	15.12.
	 	Disclosure of Sources of Repayment
	 	84
	15.13.
	 	US Guarantors
	 	84
	15.14.
	 	Negative Pledge
	 	86
	15.15.
	 	Nominee Directors
	 	88
	15.16.
	 	Rights attaching to the EOI Common Shares
	 	88
	15.17.
	 	Rights attaching to the Gazit America Pledged Shares
	 	89
	15.18.
	 	Gazit America
	 	89
	15.19.
	 	Guarantor Shareholders
	 	90
	15.20.
	 	Further Assurance
	 	91
	15.21.
	 	No Plan Obligations
	 	91
	15.22.
	 	Certain Indebtedness of Gazit Maple
	 	91
	16.
	 	Assignment	 	 92
	17.
	 	General	 	93
	18.
	 	General Terms	 	96
	19.
	 	Notices	 	96
	19.1.
	 	Notices in Writing
	 	96
	19.2.
	 	Addresses
	 	96











(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.




Date:______________




Amended and Restated Additional Conditions for Granting Credits originally

made on August 4, 2008 and amended and restated on      , 2011



Annex to the General Terms




To: Bank Leumi le-Israel B.M. 



Dear Sirs,




	 	 	 

	Whereas:

	 	Gazit-Globe Ltd., a company incorporated under the laws
of Israel (the “Company”) requested that Bank Leumi
le-Israel B.M. (“Bank Leumi”) grant to the Company a
credit line which may include loans, advances, credits,
bank guarantees and various other banking services in
the aggregate amount of up to USD 60,000,000 (the
“Original Credit”) and the Original Credit was granted
by the Bank to the Company pursuant to the Additional
Conditions for Granting Credits made on August 4, 2008
and other loan documents (the “Original Additional
Conditions”); and
	 
	 	 
	Whereas:

	 	the Company has subsequently requested that Bank Leumi
increase the Original Credit, which may include loans,
advances, credits, bank guarantees and various other
banking services, to an aggregate amount of USD
150,000,000 as such amount may be further, increased,
reduced or cancelled in accordance with the terms of
these Additional Conditions (the “Credit”); and
	 
	 	 
	Whereas:

	 	the Bank (as defined below) has agreed, with effect from
the Amendment Closing Date, pursuant to the Loan
Documents, to increase the amount of the Original
Credit, make additional amendments and restatement to,
and replace, the Original Additional Conditions and,
accordingly, grant to the Company the Credit subject to
and upon all the terms contained in the General Terms
(as defined below) and subject to the terms detailed
hereunder.





NOW THEREFORE the Company hereby confirms that the Standard Form Documents (as defined below),
subject to the terms detailed hereunder, shall apply to the Credit.





	(a)	 	For the avoidance of doubt, it is hereby confirmed that: (a) the provisions set forth herein
shall not derogate from any right to which the Bank is entitled, directly or indirectly,
explicitly or implicitly, pursuant to any Standard Form Document signed and/or to be signed by
the Company from time to time; and (b) the obligations of the Company pursuant to the Standard
Form Documents are in addition to the Company’s obligations under these Additional Conditions
for Granting Credits (these “Additional Conditions”), unless, in each case, otherwise provided
therein and subject to the next two paragraphs.
	 
	(b)	 	In the event of any conflict or inconsistency between the terms of any Standard Form Document
and the terms of these Additional Conditions, the terms of these Additional Conditions shall
prevail.
	 
	(c)	 	If an event of default (or equivalent or analogous such event) occurs under any Standard Form
Document which event is not an Event of Default as defined in these Additional





 









 




[*] = 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.







	 	 	Conditions,
then such event (other than any: (i) event of default or breach arising by virtue of the
Company failing to pay any amount that may be due or payable under any Standard Form Document
and/or satisfying any indemnity obligation thereunder; and (ii) any breach or inaccuracy of
any declaration or representation given by the Company in connection with the opening or
operation of any account (including, without limitation, the Loan Account) with the Bank
within the framework of any Standard Form Document) shall be deemed not to be an Event of
Default (or equivalent or analogous such event) under any Loan Document.
	 
	1.	 	Definitions
	 
	1.1.	 	All the capitalized terms used herein and in the Standard Form Documents and not otherwise
defined herein below or defined in the body of these Additional Conditions shall, unless the
context admits otherwise, have the meaning assigned to them in the Standard Form Documents
and/or their Hebrew equivalent. The terms below shall have the following meanings:





	 	 	 	 	 

	1.1.1.

	 	“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

	 
	 	 	 	 
	 

	 	 	 	(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 these Additional
Conditions, or such of those balance sheets and
statements of operations, as the context so
requires.
	 
	 	 	 	 
	1.1.2.

	 	“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






- 2 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	America Real
Estate Assets, for such relevant period.
	 
	 	 	 	 
	1.1.3.

	 	“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 the Company as being 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.
	 
	 	 	 	 
	1.1.4.

	 	“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 Company’s Share on the
last day of such period.
	 
	 	 	 	 
	1.1.5.

	 	“Advance”
	 	means any amount of money advanced or to
be advanced (as the context requires) by
the Bank to the Company pursuant to these
Additional Conditions, or any relevant
portion thereof.
	 
	 	 	 	 
	1.1.6.

	 	“affiliate”
	 	means, with respect to any Person, any
entity which controls, is controlled by,
or is under common control with, such
Person.
	 
	 	 	 	 
	1.1.7.

	 	“Amending Agreement”
	 	means the Amending Agreement dated April
17, 2011 made between the Bank and the
Company
restating and replacing the Original Additional
Conditions in the form as set out herein.
	 
	 	 	 	 
	1.1.8.

	 	“Amendment Closing Date”
	 	shall have the meaning ascribed to
such term in the Amending Agreement.
	 
	 	 	 	 
	1.1.9.

	 	“Applicable Law”
	 	includes, without limitation:






- 3 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	(a)  any Israeli or foreign statute, law, ordinance,
regulation, treaty, code, order, decree, rule,
instruction, official directive or guideline of
any governmental, fiscal, monetary, regulatory
body or other Governmental Body, including the
position (guidelines) of the Israeli Examiner
of Banks with respect to proper conduct of
banking affairs (“Hora’ot Nihul Bankai Takin”)
or any interpretation of any of the foregoing
by the Israeli Examiner of Banks (or any
analogous or equivalent position (guidelines),
instructions, directives or interpretation
thereof of any non-Israeli banking authority
having jurisdiction over the Bank with respect
to the Credit (including, without limitation,
with respect to any of the activities,
services, obligations or Collateral
contemplated to be carried out or secured, as
applicable, under any of the Loan Documents))
or any analogous or equivalent position
(guidelines), instructions, directives or
interpretation thereof of any Governmental Body
having jurisdiction over the Bank and, in
respect of a non-Israeli Governmental Body,
having jurisdiction over the Bank with respect
to the Credit (including, without limitation,
with respect to any of the activities,
services, obligations or Collateral
contemplated to be carried out or secured, as
applicable, under any of the Loan Documents),
or any instruction, directive or guideline of
any Israeli or such non-Israeli banking
authority or other Governmental Body (all the
above 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:
(a) it should comply; and (b) it is the common
practice of the major banks in Israel, or the
major banks in any other jurisdiction where any
of the Collateral is located, to comply with); 

	 
	 	 	 	 
	 

	 	 	 	(b)  any agreements between the Bank and the Bank of
Israel, the Israeli Examiner of Banks or any
other such 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 Bank of
Israel, the Israeli Examiner of Banks or any
other such Governmental Body settling or
resolving any matter between the parties
thereto.

	 
	 	 	 	 
	1.1.10.

	 	“Auditors”
	 	means the Company’s external auditors,
Ernst and Young (Israel) or another
leading firm of auditors






- 4 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	affiliated to one
of the big 4 (four) internationally
recognised firms of auditors.
	1.1.11.

	 	“Bank”
	 	means Bank Leumi, its successors and
assigns permitted pursuant to clause 16
below.
	 
	 	 	 	 
	1.1.12.

	 	“Bank Leumi Group”
	 	means Bank Leumi together with any of the
Bank’s subsidiaries in Israel or abroad.
	 
	 	 	 	 
	1.1.13.

	 	“BLUSA”
	 	means Bank Leumi USA (including is
successors and assigns permitted pursuant
to any US Loan Document).
	 
	 	 	 	 
	1.1.14.

	 	“BLUSA Advance”
	 	means any amount of money advanced or to
be advanced (as the context requires) by
BLUSA to Gazit Generation pursuant to the
US Loan Agreement.
	 
	 	 	 	 
	1.1.15.

	 	“BLUSA Credit”
	 	means the revolving credit facility
granted by BLUSA to Gazit Generation for
loans and advances in an aggregate amount
of up to USD 100,000,000 pursuant to the
US Loan Agreement.
	 
	 	 	 	 
	1.1.16.

	 	“Breakage Costs”
	 	[***]
	 
	 	 	 	 
	1.1.17.

	 	“Business Day”
	 	means, with respect to the payment,
purchase or any other transaction, or
performance of calculations, in sums
denominated in any currency other than New
Israeli Shekels, a day on which banks are
open for business in Tel Aviv, Israel and
in respect of the relevant currency, a day
on which commercial banks and foreign
exchange markets settle payments in the
principal financial centre for such
currency and, in all other cases, a day on
which banks are open for business in Tel
Aviv, Israel, save that 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.
	 
	 	 	 	 
	1.1.18.

	 	Reserved.	 	 
	 
	 	 	 	 
	1.1.19.

	 	Reserved.	 	 
	 
	 	 	 	 
	1.1.20.

	 	“Certificated EOI
Pledged Shares”
	 	means those EOI Pledged Shares that are in
legended certificated form and which are
registered
in the name of Gazit Generation or MGN America or
any other Obligor.
	 
	 	 	 	 
	1.1.21.

	 	“Change in Control”
	 	means any of the following:
	 
	 	 	 	 
	 

	 	 	 	(a)  of the Company means—after the date of the
Amending Agreement if there is a change in
control of the Company, such that Chaim Katzman
directly or indirectly (including







- 5 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	through
entities controlled by him) does not control
the Company, except if Dori Segal directly or
indirectly (together with his wife, Erica
Ottoson, including through entities controlled
by him or his wife), controls the Company; or
	 
	 	 	 	 
	 

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

	 
	 	 	 	 
	 

	 	 	 	(1)  the Company, directly or indirectly
(including through entities controlled by
it), does not control EOI. Without
derogating from the generality of the
foregoing, the Company 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 favour
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 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







- 6 -









 




[*] = 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 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 US Guarantors are, through no
fault of any US Guarantor or any other
Person acting on behalf of any US
Guarantor, 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 any US Guarantor or any
other Person acting on behalf of any of
the US Guarantors, the affirmative vote
of a specific percentage of voting rights
attaching to EOI Common Shares that are
not held by the Company, the US
Guarantors or any other Non-Listed
Subsidiary; or 

	 
	 	 	 	 
	 

	 	 	 	(2)  without derogating from sub-paragraph (1)
of paragraph (b) of this definition, any
Person, other than the Company, Liberty
International Plc (“Liberty”) (alone or
together with any affiliate of it), any
affiliate of the Company or any Person who
is, at all times, a Relevant QIB (as
defined below), holds (as such term is
defined in the Securities Law, 1968) or
acquires (whether alone or acting in
concert) 10% (ten percent) or more of any
of the







- 7 -









 




[*] = 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 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
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

	 

	 	 	 	(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







- 8 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	      Documents or otherwise,
to any Person (other than to the Company
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 BLUSA under any of the US 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
favour 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

	 
	 	 	 	 
	 

	 	 	 	(7)  without derogating from sub-paragraphs
(1) and (2) of paragraph (b) of this
definition, EOI grants any consent,
exemption or approval,







- 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.


	 	 	 	 	 

	 

	 	 	 	      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)  the Company (directly or indirectly
through any Subsidiary of the Company)
does not approve, appoint or vote in
favour 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 the
Company and elected to the Board by the
Company 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, BLUSA or any purchaser from the
Bank and/or BLUSA 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, the Company, the US Guarantors or
any other affiliate of the Company, fails
to take within twenty (20) Business Days
of effectiveness, or is unable to take
under the provisions of any such
Anti-Takeover Law, any action required







- 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
prevent any amended or newly-enacted
Anti-Takeover Law from applying to the
Bank, BLUSA, the Collateral Agent or any
purchaser from the Bank, BLUSA 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 Guarantors means—after the date of the
Amending Agreement if, for any reason, there is
a change in ownership of the share capital of
any of the Guarantors such that any of the
following shall occur:

	 
	 	 	 	 
	 

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

	 
	 	 	 	 
	 

	 	 	 	(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
Gazit Generation; 

	 
	 	 	 	 
	 

	 	 	 	(iv)  any of the Means of Control in the US
Guarantors is not pledged by way of a
perfected first security interest in
favour
of the Collateral Agent for the benefit
of the Bank and BLUSA to secure repayment
of the Secured Obligations under a
Security Document in form and substance
reasonably acceptable to the Bank and
BLUSA;

	 
	 	 	 	 
	 

	 	 	 	(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 to a Guarantor Shareholder
ceases to be an affiliate of the Company;
and 

	 
	 	 	 	 
	 

	 	 	 	(vi)  without derogating from any of the
foregoing paragraphs, any Non-Listed
Subsidiary that, after the Amendment







- 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.


	 	 	 	 	 

	 
	 	 	 	 
	 

	 	 	 	      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
the Amending Agreement, for any reason: (i) the
Company, 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 1.1.21 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 US
Guarantors”, shall be deemed to be references
to Gazit Maple and any other pledgor of Gazit
America Shares pursuant to clause 15.14.3
below. 

	 
	 	 	 	 
	1.1.22.

	 	“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;

	 
	 	 	 	 
	 

	 	 	 	(b)  all of the US Guarantors’ respective personal
property, whether now existing or hereafter
acquired;

	 
	 	 	 	 
	 

	 	 	 	(c)  all the issued shares of, and equity interests
in, the US Guarantors and all stock dividends,
cash dividends, dividends in specie, payments,
securities, other distributions and property
from time to time received, receivable







- 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.


	 	 	 	 	 

	 

	 	 	 	     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 Loan Account and all moneys and securities’
deposits held therein or credited thereto; and 

	 
	 	 	 	 
	 

	 	 	 	(k)  all proceeds of any of the foregoing.

	 
	 	 	 	 
	1.1.23.

	 	“Collateral Agent”
	 	 means BLUSA, 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 BLUSA.
	 
	 	 	 	 
	1.1.24.

	 	“Company”
	 	 means Gazit-Globe Ltd., a company incorporated under the laws of
Israel, whether, for the avoidance of doubt, in its capacity as
a borrower under these Additional Conditions and the other Loan
Documents, in its capacity as a guarantor under the US Loan
Documents or in any other capacity.
	 
	 	 	 	 
	1.1.25.

	 	“Company Guarantee”
	 	 means the guarantee made between the Company, the Collateral
Agent, BLUSA and the Bank pursuant to which, inter alia, the
Company guarantees the obligations of Gazit Generation under the
US Loan Documents and the obligations of the other Obligors






- 13 -









 




[*] = 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
respect of the Company Secured Obligations (including, without
limitation, any guarantee executed by the Company in connection
with, or as a condition precedent under, the Amending Agreement
and all acknowledgments and/or re-affirmations in respect
thereof, whenever signed).
	 
	 	 	 	 
	1.1.26.

	 	“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,
exchange rate differentials, linkage differentials, commissions,
charges and/or expenses of any kind whatsoever, including,
without limitation, enforcement costs.
	1.1.27.

	 	“Company Secured
Solo 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 under the Loan Documents to which it
is party, now or hereafter owing to the Bank or the Collateral
Agent, 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.
	 
	 	 	 	 
	1.1.28.

	 	“Company’s Share”
	 	 means, at any time, the percentage of the Means of Control of
EOI at such time represented by the EOI Pledged Shares.
	 
	 	 	 	 
	1.1.29.

	 	“Compliance Certificate“
	 	 shall have the meaning ascribed to such term in clause 15.8.7
below.
	 
	 	 	 	 
	1.1.30.

	 	“control”
	 	 shall have the same meaning ascribed to such term in the
Securities Law, 1968 and “controlled” shall be interpreted
accordingly.
	 
	 	 	 	 
	1.1.31.

	 	“Credit”
	 	as defined in the second recital above.
	 
	 	 	 	 
	1.1.32.

	 	Reserved.	 	 
	 
	 	 	 	 
	1.1.33.

	 	“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 US Loan Document, or
the satisfaction






- 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.


	 	 	 	 	 

	 

	 	 	 	of any other condition (or any combination
thereof), would constitute an Event of Default.
	 
	 	 	 	 
	1.1.33A

	 	“Deferred Tax Liability”
	 	 means that deferred tax liability, if any, 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 Gazit
Generation 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 any US
Guarantor delivered or to be delivered pursuant to the Amending
Agreement or clauses 15.8.5 or 15.8.6 below.
	 
	 	 	 	 
	1.1.34.

	 	“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
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.
	 
	 	 	 	 
	1.1.35.

	 	“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






- 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.


	 	 	 	 	 

	 

	 	 	 	“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.
	 
	 	 	 	 
	1.1.36.

	 	“Encumbrance”
	 	means:
	 
	 	 	 	 
	 

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

	 
	 	 	 	 
	 

	 	 	 	(b)  any registration, recording or filing with any
Governmental Body of notice of any Encumbrance
referred to in paragraph (a) of this definition
by a Person authorised in writing by the
relevant pledgor to file the same, including,
without limitation, any financing statement
filed 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
operation of applicable Canadian federal or
provincial law in respect of obligations not
overdue.
	 
	 	 	 	 
	1.1.37.

	 	“EOI”
	 	means Equity One, Inc., a company incorporated under the laws of the State of Maryland, USA.
	 
	 	 	 	 
	1.1.38.

	 	“EOI Common Shares”
	 	means the outstanding common shares in the capital of EOI and includes all rights, interests
and entitlements derived therefrom.
	 
	 	 	 	 






- 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.


	 	 	 	 	 

	1.1.39.

	 	“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
these Additional Conditions, or such of those
financial statements, as the context requires.

	 
	 	 	 	 
	1.1.40.

	 	“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.
	 
	 	 	 	 
	1.1.41.

	 	“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 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).
	 
	 	 	 	 
	1.1.42.

	 	“EOI Pledged Shares”
	 	means all of the present and future
EOI Common Shares (including,
without limitation, all rights,






- 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.


	 	 	 	 	 

	 

	 	 	 	interest and entitlements derived
therefrom) owned by the US
Guarantors and pledged by a first
priority perfected security interest
in favour of the Collateral Agent
for the benefit of the Bank and
BLUSA in accordance with the terms
of the Security Documents to secure
the repayment of the Secured
Obligations.
	 
	 	 	 	 
	1.1.43.

	 	“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.
	 
	 	 	 	 
	1.1.44.

	 	“EOI Total Debt”
	 	means, for any period, the amount of
all of EOI’s Financial Indebtedness
as at the last day of such period.
	 
	 	 	 	 
	1.1.45.

	 	“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 at: (a) in the case
that the first currency is New
Israeli Shekels, the BLL rate (as such term is
defined in the General Terms) for the other
currency; (b) in the case that the second currency
is New Israeli Shekels, the rate determined by the
Bank at which the Bank sells New Israeli Shekels
(transfers and cheques) to its customers, in
exchange for the first currency; or (c) in the case
that neither of the relevant currencies is New
Israeli Shekels, the rate equal to a fraction, the
numerator of which is the BLL rate of the second
currency and the denominator of which is the BLL
rate of the first currency.
	 
	 	 	 	 
	1.1.46.

	 	“Event of Default”
	 	means any of the events or
circumstances described in clauses
9.1 to 9.25 below. For the avoidance
of doubt, but without derogating from
the generality of the preceding
sentence: (a) a breach of the
Standard Form Documents that is not a
breach of these Additional Conditions
or any other Finance Document, shall
not, except to the extent set out in
these Additional Conditions or in any
other Finance Document, be
considered, in and of itself, an
Event of Default; and (b) an “Event
of Default” as defined in the US Loan
Agreement shall constitute an Event
of Default under these Additional
Conditions.
	 
	 	 	 	 
	1.1.47.

	 	“Excluded Gazit America
Financial Indebtedness”
	 	means, for any period, the amount of
Gazit America’s outstanding Financial
Indebtedness






- 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.


	 	 	 	 	 

	 

	 	 	 	secured, by way of a
fixed pledge and charge, on EOI
Common Shares held by Gazit America
or any of its Subsidiaries as at the
last day of such period.
	 
	 	 	 	 
	1.1.48.

	 	“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.
	 
	 	 	 	 
	1.148A

	 	“Fee Letter”
	 	means the letter dated on or about
the date of this Agreement between
the Bank and the Company (setting out
the fees referred to in clauses 11.1
and 11.2 below).
	 
	 	 	 	 
	1.1.49.

	 	“Finance Documents”
	 	means: (a) these Additional
Conditions; (b) the Amending
Agreement; (c) the Security
Documents; (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; and
(f) any other
document that is designated by the Bank, with the
written consent of the Company, as a Finance
Document.
	 
	 	 	 	 
	1.1.50.

	 	“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
capitalised; (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
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-






- 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.


	 	 	 	 	 

	 

	 	 	 	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”.
	 
	 	 	 	 
	1.1.51.

	 	“Financial Year”
	 	means a calendar year commencing
from (and including) 2011 or, in the
event, after the
Amendment 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.
	 
	 	 	 	 
	1.1.52.

	 	“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., the
Company, the Guarantor Shareholders,
MGN America, Silver Maple (2001) Inc.
and Ficus Inc.






- 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.


	 	 	 	 	 

	1.1.53.

	 	“GAAP”
	 	means, in respect of the Company, Gazit
America and Gazit Maple, IFRS; in
respect of EOI or any US Guarantor, the
accounting principles and practices
generally accepted in the United States
provided that, in the event that EOI or
any US Guarantor 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.
	 
	 	 	 	 
	1.1.54.

	 	“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 these Additional
Conditions and the other Loan
Documents, in its capacity as a
guarantor under the US Loan Documents
or in any other capacity.
	 
	 	 	 	 
	1.1.55.

	 	“Gazit America”
	 	means Gazit America Inc., a company
incorporated under the laws of the
province of Ontario.
	 
	 	 	 	 
	1.1.56.

	 	“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






- 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.


	 	 	 	 	 

	 

	 	 	 	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.
	 
	 	 	 	 
	1.1.57.

	 	“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
these Additional Conditions, or such of those
financial statements, as the context requires.
	 
	 	 	 	 
	1.1.58.

	 	“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.
	 
	 	 	 	 
	1.1.59.

	 	“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






- 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.


	 	 	 	 	 

	 

	 	 	 	security
entitlements in respect of Gazit
America Shares owned by Gazit Maple
or any Non-Listed Subsidiary of the
Company and pledged by a first
priority perfected security interest
in favour of the Collateral Agent
for the benefit of the Bank and
BLUSA in accordance with the terms
of the Security Documents to secure: (a) the repayment of the Company
Secured Solo Obligations; and (b)
the Company’s obligations under the
Company Guarantee.
	 
	 	 	 	 
	1.1.60.

	 	“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.
	 
	 	 	 	 
	1.1.61.

	 	“Gazit America Shares”
	 	means the outstanding shares in the
capital of Gazit America and includes
all rights, interests and entitlements
derived therefrom.
	 
	 	 	 	 
	1.1.62.

	 	“Gazit Generation”
	 	means Gazit First Generation LLC, a
limited liability company incorporated
under the laws of the State of
Delaware, USA, whether, for the
avoidance of doubt, in its capacity as
a guarantor under the Loan Documents,
in its capacity as a borrower under
the US Loan Agreement or in any other
capacity.
	 
	 	 	 	 
	1.1.63.

	 	“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 these Additional
Conditions and the other Loan
Documents, in its capacity as a
guarantor under the US Loan Documents
or in any other capacity.
	 
	 	 	 	 
	1.1.64.

	 	“General Terms”
	 	means the General Terms of Operation
of a Current Debit Account in the form
to be executed by the Company and
delivered to the Bank pursuant to
clause 3.1.5.10 of the Amending
Agreement, as the same may, from time
to time, be amended, replaced,
superseded or otherwise modified by
the Bank with the consent of the
Company, provided that such consent
shall not be required where any such
amendment, replacement, supersession






- 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.


	 	 	 	 	 

	 

	 	 	 	and/or modification relates to the
administration, operation or
management of the Loan Account or
otherwise where such amendment,
replacement, supersession or
modification is effected in order to
comply with any change in Applicable
Law and, provided further that any
such amendment, replacement,
supersession or modification does not
conflict with these Additional
Conditions).
	 
	 	 	 	 
	1.1.65.

	 	“Governmental Body”
	 	means any national, federal, state 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, 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.
	 
	 	 	 	 
	1.1.66.

	 	“Guarantees”
	 	as defined in clause 7.1.1 below.
	 
	 	 	 	 
	1.1.67.

	 	“Guarantor Shareholder
Subordination Agreement”
	 	means the subordination agreement
subordinating Subordinated
Shareholder Loans made to any
Guarantor Shareholder, dated on or
about the Amendment Closing Date,
made by and among the Guarantor
Shareholders, the Company, the Bank,
BLUSA and the Collateral Agent.
	 
	 	 	 	 
	1.1.68.

	 	“Guarantor Shareholders”
	 	means Gazit 1995 and MGN USA and
“Guarantor Shareholder” shall mean
either of them.
	 
	 	 	 	 
	1.1.69.

	 	“Guarantor
Subordination Agreement”
	 	means the subordination agreement
subordinating Subordinated
Shareholder Loans made to any US
Guarantor, dated on or about the
Amendment Closing Date, made by and
among the US Guarantors, the
Company, the Guarantor Shareholders,
the Bank, BLUSA and the Collateral
Agent.
	 
	 	 	 	 
	1.1.70.

	 	“Guarantors”
	 	means the LTV Guarantors, the
Guarantor Shareholders, each
Subordinated Lender that has entered
into a Guarantee pursuant to clause
1.1.124(d) below and each Non-Listed
Subsidiary that has entered into a
Guarantee pursuant to clause 15.18.1
below and “Guarantor” means any of
the foregoing.






- 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.


	 	 	 	 	 

	1.1.71.

	 	“IFRS”
	 	means International Financial
Reporting Standards issued and/or
adopted by the International
Accounting Standards Board.
	 
	 	 	 	 
	1.1.72.

	 	“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.
	 
	 	 	 	 
	1.1.73.

	 	“Initial Interest”
	 	means the rate of interest, prior to
the addition of a margin, which
shall be determined by the Bank as
being applicable to its 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.
	 
	 	 	 	 
	 

	 	 	 	The aforementioned provisions shall apply to
Advances bearing interest at a fixed rate and
Advances bearing interest at a variable rate. In the
case of Advances bearing interest at a variable
rate, the Initial Interest may be determined as a
fixed addition (the “Fixed Addition”) above or below
any base rate of interest which varies over the
period of such credit (e.g. credit on the basis of
Prime+, Prime- or 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 endeavours 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.
	 
	 	 	 	 
	1.1.74.

	 	“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
week, second week, third week or
first, second, third, fourth,
fifth, sixth, seventh, eighth,
ninth, tenth, eleventh or twelfth
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, except for the last
Interest Period which may be of a
different duration in order that
the end of such Interest Period
will fall on the Maturity Date.






- 25 -









 




[*] = 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.


	 	 	 	 	 

	1.1.75.

	 	“Irrevocable Instructions”
	 	as defined in clause 7.1.3 below.
	 
	 	 	 	 
	1.1.76.

	 	“Listed Subsidiaries”
	 	means all Subsidiaries of the
Company whose equity securities
are listed for trading on any
stock exchange and all
Subsidiaries of any Subsidiary of
the Company whose equity
securities are listed as
aforesaid.
	 
	 	 	 	 
	1.1.77.

	 	“Loan Account”
	 	means the Company’s account no.
414100/52 maintained with the Bank
in the Bank’s Principal Branch Tel
Aviv (the “Account”) and any other
account connected to and/or
derived from the
Account including, without limitation, in the event
that the number or type of the Account shall be
changed.
	 
	 	 	 	 
	1.1.78.

	 	“Loan Documents”
	 	means: (a) these Additional Conditions; (b)
the Standard Form Documents; (c) the
Amending Agreement; (d) the Security
Documents; (e) any other Finance Document;
and (f) 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.
	 
	 	 	 	 
	1.1.79.

	 	“LTV Guarantors”
	 	means the US Guarantors and Gazit Maple and
“LTV Guarantor” shall mean any of them.
	 
	 	 	 	 
	1.1.80.

	 	“Margin”
	 	means:
	 
	 	 	 	 
	 

	 	 	 	(a)  subject to any increase as referred to in
paragraphs (b) and (c) of this definition
below:

	 
	 	 	 	 
	 

	 	 	 	(i)  where the Term of an Advance is a period
of less than twelve (12) months, the
Margin with respect to such Advance is
[***]% ([***] percent) per annum; and

	 
	 	 	 	 
	 

	 	 	 	(ii)  where the Term of an Advance is a period
of twelve (12) months or more, the Margin
with respect to such 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






- 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.


	 	 	 	 	 

	 

	 	 	 	       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) 15% (fifteen 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 (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;

	 
	 	 	 	 
	 

	 	 	 	(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 the Company has either (i)
provided (or procured the US Guarantors to
provide) additional collateral (from sources
otherwise than from the Credit or, in respect
of Gazit Generation, otherwise than from under
the US Loan Documents, as applicable) in form
and substance satisfactory to the Bank and
BLUSA, 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, BLUSA, every other member of
the Bank Leumi Group, any nominee or custodian
of the Bank and/or BLUSA and any third party
purchaser of such EOI Common Shares within the
framework of the realisation 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 







- 27 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	       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 BLUSA 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 0.25% (zero point two five 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 0.25% (zero point two five
percent) per annum.

	 
	 	 	 	 
	1.1.81.

	 	“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.







- 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.


	 	 	 	 	 

	1.1.82.

	 	“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.
	 
	 	 	 	 
	1.1.83.

	 	“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 any US Guarantor,
the Company, 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 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
BLUSA to realise any of the
Collateral as intended under the
Finance Documents.
	 
	 	 	 	 
	1.1.84.

	 	“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.
	 
	 	 	 	 
	1.1.85.

	 	“Means of Control”
	 	shall have the same meaning
ascribed to such term in the
Banking (Licensing) Law, 1981.
	 
	 	 	 	 
	1.1.86.

	 	“MGN America”
	 	means MGN America, LLC (formerly
MGN America, Inc.), a company
converted from a corporation
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 these Additional
Conditions and the other Loan
Documents, in its capacity as a
guarantor under the US Loan
Documents or in any other
capacity.
	 
	 	 	 	 
	1.1.87.

	 	“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 these Additional
Conditions and the other Loan
Documents, in its capacity as a






- 29 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	guarantor under the US Loan
Documents or in any other
capacity.
	 
	 	 	 	 
	1.1.87A.

	 	“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
e-mail 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.
	 
	 	 	 	 
	1.1.88.

	 	“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 Amendment 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.
	 
	 	 	 	 
	1.1.89.

	 	“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, 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






- 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.


	 	 	 	 	 

	 

	 	 	 	amount,
if any, of the Net Operating
Income Adjustment Amount for such
period.
	 
	 	 	 	 
	1.1.90.

	 	“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.
	 
	 	 	 	 
	1.1.91.

	 	“New Accounting
Treatment”
	 	as defined in clause 15.6 below.
	 
	 	 	 	 
	1.1.92.

	 	“Non-consolidated
Expanded Financial
Statements of the Company”
	 	means the financial statements of
the Company in which: (a) the
financial statements of the
Listed Subsidiaries of the
Company which are held directly
by the Company (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 the
Company 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 the Company.
	 
	 	 	 	 
	1.1.93.

	 	“Non-Listed Subsidiaries”
	 	means those Subsidiaries of the
Company that are not Listed
Subsidiaries.
	 
	 	 	 	 
	1.1.94.

	 	“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.
	 
	 	 	 	 
	1.1.95.

	 	“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






- 31 -









 




[*] = 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 terms and
conditions hereof, as may be
further amended from time to
time.
	 
	 	 	 	 
	1.1.96.

	 	“Other Collateral”
	 	means any additional collateral
pledged in favour of the Bank
(other than EOI Common Shares
pledged in favour 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”.
	 
	 	 	 	 
	1.1.97.

	 	“Other Collateral
Margin Value”
	 	means the value of any Other
Collateral pledged in favour 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”.
	 
	 	 	 	 
	1.1.98.

	 	“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 Amendment
Closing Date in respect of which
the Bank and/or any 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”.






- 32 -









 




[*] = 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.


	 	 	 	 	 

	1.1.99.

	 	“Ownership Limits
Waiver Agreement”
	 	means an agreement set out in a
letter dated May 23, 2010 from
the Company addressed to EOI
relating to Ownership Limit
Waivers, duly executed by the
Company, MGN USA, Gazit 1995, MGN
America, Silver Maple (2001)
Inc., Ficus Inc. and EOI.
	 
	 	 	 	 
	1.1.100.

	 	“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 1.1.36 above created in
favour 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

	 
	 	 	 	 
	 

	 	 	 	(b)  
where the term is used with respect to
Collateral, those Encumbrances created in
favour 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.

	 
	 	 	 	 
	1.1.101.

	 	“Permitted Indebtedness”
	 	means (1) Indebtedness of a US Guarantor: (a) to the Bank, BLUSA
or the Collateral Agent under the Loan Documents and the US Loan Documents; (b) to a
Subordinated Lender under Subordinated Shareholder Loans made to such US Guarantor; and (c) on
account of legal, accounting or other professional costs not exceeding, in the aggregate, for
both US Guarantors for any calendar year,






- 33 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	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 Gazit Generation to
pay commission to any agent, pursuant to the
provisions of a Stock Purchase Plan, for the
purchase of EOI Common Shares.
	 
	 	 	 	 
	1.1.102.

	 	“Person”
	 	means an individual, corporation,
estate, partnership, trust, joint
venture, other legal entity,
unincorporated association or
Governmental Body.
	 
	 	 	 	 
	1.1.103.

	 	“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 favour of the
Collateral Agent for the benefit of the
Bank and BLUSA in accordance with the
provisions of these Additional
Conditions) or pursuant to the terms of
such Pledge Agreements.
	 
	 	 	 	 
	1.1.104.

	 	“Pledged Rights
Offer Shares”
	 	means EOI Pledged Shares issued to a US
Guarantor by EOI after the Amendment
Closing Date which: (a) were purchased
for cash by such US Guarantor pursuant
to a bona fide rights offer; and (b) do
not constitute additional collateral
pursuant to, and in accordance with,
clause 9.13 below.
	 
	 	 	 	 
	1.1.105.

	 	“Pledged Shares”
	 	means the Gazit America Pledged Shares
and the EOI Pledged Shares.
	 
	 	 	 	 
	1.1.106.

	 	“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






- 34 -









 




[*] = 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.


	 	 	 	 	 

	 

	 	 	 	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).
	 
	 	 	 	 
	1.1.107.

	 	“Quarter”
	 	means a calendar quarter (January 1—March 31; April 1—June 30; July 1—September
30; and October 1—December 31).
	 
	 	 	 	 
	1.1.108.

	 	“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).
	 
	 	 	 	 
	1.1.109.

	 	“Relevant
Financial Statement”
	 	means any financial statement of the Company, Gazit America or EOI (including,
without limitation, any EOI’s Financial Statements, Supplemental Information
Package, Adjusted EOI Financial Statements, Gazit America Financial Statements and
Non-consolidated Expanded Financial Statements of the Company).
	 
	 	 	 	 
	1.1.110.

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






- 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.


	 	 	 	 	 

	1.1.111.

	 	“Request for
Disbursement”
	 	means a notice in writing duly delivered and completed by the Company in such form
reasonably acceptable to the Company and the Bank.
	 
	 	 	 	 
	1.1.112.

	 	“Secured Obligations”
	 	means (a) the Company Secured Obligations; and/or (b) all obligations, liabilities
and Indebtedness of Gazit Generation under or in connection with the US
Loan Documents and/or Other Credit (as such term is defined, for this purpose, in
the US Loan Agreement); 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 BLUSA 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.
	 
	 	 	 	 
	1.1.113.

	 	“securities”
	 	shall have the same meaning ascribed to such term in the Israeli Securities Law,
1968 and shall also include, 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 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.
	 
	 	 	 	 
	1.1.114.

	 	“Securities Account
Control Agreements”
	 	means the Securities Account Control Agreements dated on or about the Amendment
Closing Date, by and among the LTV Guarantors, the Collateral Agent and the
Securities Intermediary.
	 
	 	 	 	 
	1.1.115.

	 	“Securities Accounts”
	 	as defined in clause 7.3 below.






- 36 -









 




[*] = 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.


	 	 	 	 	 

	1.1.116.

	 	“Securities Intermediary”
	 	as defined in clause 7.3 below.
	 
	 	 	 	 
	1.1.117.

	 	“Security Documents”
	 	means the Guarantees, the Pledge Agreements, the Irrevocable Instructions, the
Company Guarantee, the Guarantor Subordination Agreement, the Guarantor Shareholder
Subordination Agreement, the Securities Account Control Agreements, the Ownership
Limits Waivers Agreement, the Irrevocable Proxies (as defined in clause 7.3 below)
and any other document from time to time entered into in favour of the Bank, BLUSA
and/or the Collateral Agent for the purposes of securing any of the Secured
Obligations.
	 
	 	 	 	 
	1.1.118.

	 	“Shareholders’ Equity
of the Company”
	 	means, for any period, the sum of the book value of the shareholders’ equity of the
Company 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 the Company’s annual
audited or quarterly reviewed, as the case may be, consolidated financial
statements of the Company to be delivered to the Bank pursuant to clauses 15.8.1
and 15.8.2 below.
	 
	 	 	 	 
	1.1.119.

	 	“Standard
Form Documents”
	 	means the General Terms, Requests for Disbursement and all standard forms,
agreements and other documents and customary forms signed and/or to be signed by
the Company in connection with, or relating to: (a) the Credit; or (b) the
maintenance or operation of any bank or deposit account (including the Loan
Account) opened or to be opened by the Company with the Bank in connection with the
Credit. For the avoidance of doubt: (i) no Finance Document or any Loan Document
referred to in paragraphs (a) and (c)—(f) (inclusive) of the definition of such
latter term shall be a Standard Form Document; and (ii) the Bank’s standard General
Terms of Operation of a Current Debit Account (or any similar or successor document
used by the Bank from time to time) shall not be a Standard Form Document unless
specifically agreed to in writing by the Company.
	 
	 	 	 	 
	1.1.119A

	 	“Stock Purchase Plan”
	 	shall have the meaning ascribed to such term in clause 15.13.5 below.
	 
	 	 	 	 
	1.1.120.

	 	“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;







- 37 -









 




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


	 	 	 	 	 

	 

	 	 	 	(ii)  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

	 
	 	 	 	 
	 

	 	 	 	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.

	 
	 	 	 	 
	1.1.121.

	 	“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.






- 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.


	 	 	 	 	 

	1.1.122.

	 	“Subordinated Lender”
	 	means: (a) with respect to any US
Guarantor, the Company or any
Non-Listed Subsidiary (directly or
indirectly, wholly-owned by the
Company), in its capacity as the
provider of, or if applicable, the
assignee of the benefit of, any
Subordinated Shareholder Loans to a US
Guarantor; and (b) with respect to any
Guarantor Shareholder, the Company 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.
	 
	 	 	 	 
	1.1.123.

	 	“Subordinated
Shareholder
Loan Agreement”
	 	means a loan agreement made between a
US Guarantor or a Guarantor
Shareholder and a Subordinated Lender
and/or a promissory note made by a US
Guarantor or a Guarantor Shareholder
in favour of a Subordinated Lender, in
either case, pursuant to which
unsecured subordinated shareholder
loans have been made available by a
Subordinated Lender to a US Guarantor
or a Guarantor Shareholder, as
applicable, and which otherwise
conforms with the definition of
“Subordinated Shareholder Loans” in
these Additional Conditions.
	 
	 	 	 	 
	1.1.124.

	 	“Subordinated
Shareholder Loans”
	 	means Indebtedness, now existing or
incurred after the Amendment Closing
Date, of a US Guarantor or a Guarantor
Shareholder to a Subordinated Lender
in respect of unsecured subordinated
shareholder loans made available to a
US Guarantor 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, BLUSA and the Collateral Agent
under the Loan Documents and the US
Loan Documents in all respects,
including with respect to payments of
principal and interest and all other
amounts payable to the Bank, BLUSA and
the Collateral Agent under the Loan
Documents and the US Loan Documents
(the foregoing not derogating from the
right, for so long as no Default has
occurred and is continuing, of the US
Guarantors or the Guarantor
Shareholders, as applicable, to repay
principal and interest thereon in
accordance with the provisions
of the Guarantor 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 Guarantor
Subordination Agreement or the Guarantor Shareholder
Subordination Agreement, as






- 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.


	 	 	 	 	 

	 

	 	 	 	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 Guarantor Subordination Agreement (if
and to the extent any Indebtedness under the
Subordinated Shareholder Loan is incurred or owed by
a US Guarantor), 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 Guarantor 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
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
Company Secured Solo Obligations and the Company’s
obligations under the Company 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 favour of the Collateral
Agent for the benefit of the Bank and BLUSA 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 BLUSA under
the Loan Documents and the US 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 any US Guarantor or Guarantor Shareholder
on account of such Indebtedness or shall bear
conspicuous






- 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.


	 	 	 	 	 

	 

	 	 	 	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,
BLUSA 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 relevant US
Guarantor or 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 a US
Guarantor shall be first duly pledged by a first
priority perfected security interest in favour of
the Collateral Agent for the benefit of the Bank and
BLUSA 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
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 favour of the Collateral Agent
for the benefit of the Bank and BLUSA in accordance
with the terms of the Security Documents to secure
the repayment of the Secured Obligations.
	 
	 	 	 	 
	1.1.125.

	 	“Subsidiary”
	 	has the same meaning as that which is
assigned to a “subsidiary” under the
Israeli Securities Law, 1968.
	 
	 	 	 	 
	1.1.126.

	 	“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.
	 
	 	 	 	 
	1.1.127.

	 	“Term of Advance”
	 	means in respect of each Advance the
period of the Advance as shall be
specified in each Request for
Disbursement or otherwise agreed with
the Bank and “Term of an Advance” shall
be interpreted accordingly. If only an
Interest Period (and not a longer
period) is specified in a Request for
Disbursement that Interest Period shall
be the Term of the Advance. In the
event the Interest Period selected for
an Advance is 1 (one) week, then that
Interest Period shall be the Term of
that Advance.






- 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.


	 	 	 	 	 

	1.1.128.

	 	“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 US Loan
Agreement). 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.
	 
	 	 	 	 
	1.1.129.

	 	“Trading Day”
	 	means a trading day on the New York
Stock Exchange.
	 
	 	 	 	 
	1.1.130.

	 	“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, linkage differentials, 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 Company’s account. In the event
the Bank shall, at any time, issue any
standby or documentary letter of credit
or bank guarantee under the Credit,
then: (a) the maximum aggregate amount
that a beneficiary of any such standby
or documentary letter of credit or bank
guarantee may, at any time, draw
thereunder (as such aggregate amount
may be reduced from time to time
pursuant to the terms thereof); and (b)
the amount the Bank has paid the
beneficiary thereof (the sum of
paragraphs (a) and (b) of this
definition not being an amount greater
than the face value thereof) and any
other amount payable by the Company
pursuant to Section 10 of the General
Terms in respect of any such standby or
documentary letter of credit or bank
guarantee, shall, for the avoidance of
doubt, be deemed to form part of the
Unpaid Balance of the 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.
	 
	 	 	 	 
	1.1.131.

	 	“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, linkage differentials, 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






- 42 -









 




[*] = 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 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.
	 
	 	 	 	 
	1.1.132.

	 	“USD”
	 	means United States Dollars.
	 
	 	 	 	 
	1.1.133.

	 	“US Guarantors”
	 	means MGN America and Gazit Generation
and “US Guarantor” shall mean either of
them.
	 
	 	 	 	 
	1.1.134.

	 	“US Loan Agreement”
	 	means a certain Amended and Restated
Loan Agreement dated as of the date
hereof, by and among (1) Gazit
Generation; (2) the Company; and (3)
BLUSA (as lender and as collateral
agent).
	 
	 	 	 	 
	1.1.135.

	 	“US Loan Documents”
	 	shall have the same meaning ascribed to
the term “Loan Documents” in the US
Loan Agreement.
	 
	 	 	 	 
	1.1.136.

	 	“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 the
Company; (b) Liberty Equityholders’
Agreement; and (c) Stockholders
Agreement dated as of May 23, 2010, by
and among the Company, 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 these Additional Conditions.
	 
	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 these Additional Conditions 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 these Additional Conditions.






- 43 -











 



[*] = 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.



	1.5.	 	The terms “Gazit America Real Estate Assets”, “Excluded Gazit America Financial
Indebtedness”, “Excluded Gazit America Real Estate Assets”, “Gazit America Adjusted 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 these Additional Conditions.






	1.6.	 	The reconciliation of any of EOI’s Financial Statements to IFRS as required under these
Additional Conditions shall, unless the Company and the Bank agree otherwise, be presented in
the format as set forth in Schedule A1 to these Additional Conditions. 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 A2
to these Additional Conditions.






	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 these Additional Conditions 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 Company 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 these Additional Conditions: (a) unless otherwise provided in these Additional Conditions,
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 Israeli legal 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 Israel, be deemed to include
that which in that jurisdiction most nearly approximates to the Israeli legal 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
9.25 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 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”.




- 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.








	2.	 	Credit






	2.1.	 	Provided there has occurred no Default which is continuing, the Credit may be drawn by the
Company in New Israeli Shekels, USD, Canadian Dollars and/or Euros and/or in other foreign
currency (the available currency shall at all times remain at the sole discretion of the
Bank), from time to time, subject to fulfilment of the conditions precedent and other terms of
these Additional Conditions, by way of various credit facilities, upon the Company’s
application. Notwithstanding the foregoing, the Company may, subject to there being no other
Default and subject to the other terms and conditions set forth in these Additional
Conditions, draw down on the Credit if and to the extent permitted under clauses 9.14 and 9.18
below.






	2.2.	 	Unless otherwise agreed to in writing by the parties the Credit shall be advanced to the Loan
Account.






	2.3.	 	All drawings of the Credit must be made by the Company prior to the Maturity Date.






	2.4.	 	The aggregate principal amount of all outstanding Advances (or the USD equivalent thereof)
shall not exceed an amount equal to USD 150,000,000, less any amount of the Credit cancelled
or reduced pursuant to these Additional Conditions from time to time, plus any amount by which
the Credit may be increased pursuant to clause 2.7 below.






	2.5.	 	Unless otherwise stipulated herein, the terms of any particular type of the credit shall, in
addition, be those customary at the Bank at the time of the granting that type of credit and
shall be agreed between the Bank and the Company prior to the advancing of that type of the
Credit or any part thereof.






	2.6.	 	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 Credit; 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 Credit is
being cancelled; and (b) the amount of the Credit 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 2.6 shall be
irrevocable, provided that a notice of the cancellation of the whole of the Credit 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
Credit which has been cancelled. For the avoidance of doubt, in the event of a cancellation of
part of the Credit under this clause 2.6 and the aggregate principal of all outstanding
Advances on the Cancellation Date (including due to changes in exchange rates) exceeds the
maximum amount of the Credit (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 Credit in accordance with this clause 2.6
and, in addition, the Company shall pay any applicable Breakage Costs on the Cancellation
Date.






	2.7.	 	In the event that the Commitment (as such term is defined in the US Loan Agreement) of BLUSA
is terminated in whole or in part, in each case pursuant to clause 6 of the US Loan Agreement
as a result of: (a) the Bank’s holding a participation interest in such Commitment of BLUSA;
or (b) any of the events set forth in clause 6 of the US Loan
Agreement applying to BLUSA, then the amount of the Credit shall (in the event of
termination of the Commitment of BLUSA in its entirety pursuant to clause 6 as
aforesaid) automatically and without any action on the part of the Bank or the Company





- 45 -









 




[*] = 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.







	 	 	or any other Person be increased by the amount of the Commitment of BLUSA immediately
prior to such event, or (in the event of a partial reduction of the Commitment pursuant
to clause 6 as aforesaid) by the amount by which the Commitment of BLUSA has been
reduced, as the case may be, provided that any such increase in the amount of the Credit
shall be subject to the satisfaction of all the following conditions precedent:






	2.7.1.	 	the Credit shall not have been previously cancelled or terminated under these Additional
Conditions;






	2.7.2.	 	there shall be no impediment, restriction, prohibition or limitation imposed on the Bank by
any Applicable Law or Governmental Body, including, without limitation, impediment,
restriction, prohibition or limitation in the policy of the Bank of Israel in respect of any
such increase in the Credit, the repayment thereof or as to any of the security interests
created or to be created under the Security Documents or as to any of the rights of any
Collateral thereunder or as to the application of the realisation of any such rights, in each
case, in connection with such increase in the Credit;






	2.7.3.	 	the increase of the Credit or its utilisation shall not result in the Bank exceeding the
limits under the Bank of Israel guidelines and directives and/or under any other laws
applicable to financial institutions with respect to single borrowers (Loveh Boded), groups of
borrowers (Kvutzat Lovim), connected Persons (Anashim Kshurim) or to the six (6) largest
borrowers or groups of borrowers or any other limit or limitation imposed or proposed to be
imposed thereunder; and
	 
	2.7.4.	 	no Default has occurred and is continuing.






	 	 	For the avoidance of doubt: (i) the Company shall not be required
to pay any up-front fee in respect of such increase of the Credit
under clause 11.1 below but shall be required to pay any other fees
in connection with that part of the Credit, increased, as
aforesaid, pursuant to the remaining provisions of clause 11; and
(ii) the amount of the Credit shall not be increased by the amount
of any part of the Commitment that has been reduced or terminated
pursuant to clause 6 of the US Loan Agreement, to the extent such
Commitment had been assigned or transferred, or any participations
in respect thereof had been granted or sold, to any Person,
pursuant to the US Loan Agreement, that is not a member of the Bank
Leumi Group.






	3.	 	Interest
	 
	3.1.	 	Interest shall accrue on each Advance during each Interest Period 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 on the last Business Day of each
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:




- 46 -









 




[*] = 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.








	3.3.1.1.	 	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
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.




- 47 -









 




[*] = 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.








	3.4.	 	Nothing contained in this clause 3 shall derogate from the Company’s obligations under clause
4 below.






	4.	 	Substitute Interest Rates






	 	 	If and whenever, at any time prior to the commencement of any Interest Period of an Advance
denominated in a foreign currency, or as applicable, during the Term of an Advance denominated
in foreign currency, the Bank is unable to obtain deposits on the European or London
inter-bank market at the rate of LIBOR or, by reason of changes affecting the market for the
relevant foreign currency of any Advance, the Bank shall, in good faith, have determined that,
due to circumstances beyond the Bank’s control, adequate means do not exist for ascertaining
LIBOR, during such Term of Advance or Interest Period, as applicable, the Bank shall be
entitled to give notice (a “Determination Notice”) of such event to the Company (a
Determination Notice to contain particulars of the relevant circumstances giving rise to its
issue) and, notwithstanding the provisions of clause 1.1.73 above, the Bank may offer the
Company an alternative basis (the “Substitute Basis”) for the determination of the relevant
interest rate for such Term of Advance or Interest Period, as applicable, and such Substitute
Basis 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 Term of Advance or
Interest Period, as applicable.






	5.	 	Repayment of the Principal and Voluntary Prepayment






	5.1.	 	The aggregate principal amount of the Credit advanced (together with any amounts due to the
Bank from the Company in respect of the Credit, by way of interest, linkage differentials,
commissions, bank charges and/or expenses of any kind whatsoever) shall be repaid in full in
one sum on the earliest of: (a) the last Business Day of the Term of the Advance; (b) the
Maturity Date; and (c) in the event a notice of cancellation of the whole of the Credit is
given pursuant to clause 2.6 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 2.6).






	5.2.	 	The Company shall have the right at any time and from time to time to prepay all or any
portion of the Credit advanced 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 specifying the principal amount of the Credit 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 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 principal of all outstanding Advances shall
(including due to changes in exchange rates) exceed the maximum amount of the Credit, then,
without derogating from clause 5.2 above, the Company shall immediately repay such excess.






	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 with any




- 48 -









 




[*] = 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 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 a breach of laws,
for the Bank to make available, fund or maintain the Credit or any part thereof, under any
Finance Document, or to give effect to its obligations and exercise its rights as contemplated
by any Finance Document, 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 Bank’s obligations
to the Company under the Loan Documents 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 Credit shall be cancelled.






	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 BLUSA 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 demand immediate repayment of the Unpaid Balance of the
Credit and to cancel the Credit 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 Amending Agreement pursuant to the provisions of any
Finance Document (including pursuant to clauses 1.1.124(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 (the “Guarantees”) securing all present and
future Secured Obligations (or, in respect of the Guarantee by Gazit Maple, securing all
present and future Company Secured Solo Obligations and the Company’s obligations under the Company
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




- 49 -









 




[*] = 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.


	 	 	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 and/or to be signed by the
Obligors in favour of the Collateral Agent; and (b) each: (i) pledge and security agreement
executed or to be executed by the US Guarantors creating a first priority perfected security
interest in all the US Guarantors’ 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 US
Guarantors, 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 the
Company, creating a first priority perfected security interest over the Subordinated
Shareholder Loans 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 US Guarantors, 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 any 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 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
the Company, creating a first priority perfected security interest over the Loan 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 US Guarantors 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 the Bank and the Collateral
Agent (the “Irrevocable Instructions”) pursuant to which, inter alia, the US Guarantors
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 the Company 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





- 50 -









 




[*] = 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.

	 	 	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 authorised financing statement on form UCC-1 in the Office of
the Delaware Secretary of State; (b) in the case of Gazit Generation, the filing of a duly
authorised 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 authorised financing
statement on form UCC-1 in the Office of the Nevada Secretary of State; (d) in the case of the
Company: (i) 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 such Pledge
Agreement, together with a notarised 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 (ii) in respect of the pledge of the Loan 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 authorised 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.






	7.2.	 	The Collateral shall be free of any Encumbrances whatsoever except for the security interest
in favour 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 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) undated irrevocable voting proxies covering all such Certificated EOI
Pledged Shares duly executed by the relevant pledgor thereof in favour of the Collateral Agent
in form acceptable to the Collateral Agent (the “Irrevocable Proxies”), are deposited with the
Securities Intermediary for credit to the respective Securities Accounts of Gazit Generation
and MGN America, as the case may be, pursuant to the Securities Account Control Agreements of
Gazit Generation and MGN America and the Pledge Agreements over such Securities Accounts
and/or deposited with the Collateral Agent as the Collateral Agent may, from time to time,
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,





- 51 -









 




[*] = 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.

	 	 	by the LTV
Guarantors with the Securities Intermediary or such other securities intermediary (or to any
deposit account established with BLUSA 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 favour 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 BLUSA, under any US 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 the relevant US Guarantor in
writing, cause the Collateral Agent to deliver, within six (6) Business Days after the Bank
and BLUSA have received such request, instructions to the Securities Intermediary to release
such of the EOI Pledged Shares and/or Other Collateral pledged in favour of the Collateral
Agent by such relevant US Guarantor, as requested by the Company and the relevant US
Guarantor, provided that all of the following conditions shall be satisfied:






	7.6.1.	 	such request should, in addition, be delivered to BLUSA;






	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 BLUSA)) 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);






	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 US Loan Agreement in connection with any such release shall
have been satisfied;




- 52 -









 




[*] = 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.








	7.6.6.	 	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 the relevant US Guarantor 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 BLUSA; 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
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 BLUSA 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 the relevant US Guarantor, to assist in such
regard).






	7.7.	 	The Bank shall, if requested to do so by the Company and the relevant LTV Guarantor in
writing, cause the Collateral Agent to deliver, within six (6) Business Days after the Bank
and BLUSA 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 Securities Account,
as requested by the Company 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 US Loan Agreement in connection with any such withdrawal
shall have been satisfied. For the avoidance of doubt: (i) the Company undertakes 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 undertakes to procure that




- 53 -









 




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


	 	 	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 acknowledges that the release of cash from the
Securities Accounts requires, in addition: (1) the Collateral Agent receiving
instructions from BLUSA 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 BLUSA
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 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 shall sign, and 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 favour 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 any Obligor is a party and all amounts due
and/or to be due or liable to become due to BLUSA from Gazit Generation under the US 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 these Additional
Conditions) 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





- 54 -









 




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

	 	 	this 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 fulfil or comply with any condition
and/or undertaking and/or obligation contained in any Finance 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 on its due
date and/or the failure to deliver any of the following documents required to be delivered
under these Additional Conditions: (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 not 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
fulfil any condition and/or undertaking and/or obligation contained in a Finance
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 these Additional Conditions and/or any of its other
undertakings under clause 15 of the US Loan Agreement and/or any of its other
undertakings under any Security Document; 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.






	9.2.	 	If any representation or warranty made or repeated by an Obligor in any Finance 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).




- 55 -









 




[*] = 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.








	9.3.	 	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
these Additional Conditions and/or any of its other undertakings under clause 15 of the US
Loan Agreement 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 these Additional Conditions 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 favour of the Collateral Agent, BLUSA 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, BLUSA, the Collateral Agent or any third party purchaser of
any Pledged Shares within the framework of the realisation 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





- 56 -









 




[*] = 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 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, US 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 any US Guarantor, 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 any US Guarantor, 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: (i)
jeopardizes, at any time, the Bank’s ability to recover all or part of the Unpaid Balance of
the Credit; or (ii) materially impairs or is likely to materially impair the ability of any
Obligor to: (1) perform or comply with any of its other undertakings under clause 15 of these
Additional Conditions and/or any of its other undertakings under clause 15 of the US Loan
Agreement and/or any of its other undertakings under any Security Document; or (2) 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 institution of such Bankruptcy Proceedings 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 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.






	9.9.	 	If the Company, EOI or any US Guarantor passes a resolution regarding, or otherwise approves
or undertakes, a Reorganisation or Merger (other than, in respect of EOI or the Company, a
Permitted Reorganisation or Merger) without obtaining the Bank’s prior written consent
thereto. “Reorganisation or Merger” means: (a) a merger or spin-off (“Pizul”) (within the
meaning of Part E2 of the Income Tax Ordinance [New Version], 1961 or the Companies Law, 1999
or any provision of law replacing the foregoing) or any equivalent action in the United States
of America; (b) the swap of assets for shares, within the meaning of the said Part E2 or otherwise; and/or (c) any
similar





- 57 -









 




[*] = 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.

	 	 	action undertaken pursuant to Chapter 3 of Part 9 of the Companies Law, 1999 or
its foreign equivalent. A “Permitted Reorganisation or Merger” shall mean (without
derogating, for the avoidance of doubt, from any other provision of these Additional
Conditions):






	9.9.1.	 	in respect of EOI: (a) a merger in respect of which EOI is the surviving entity of such
Reorganisation or Merger; or (b) a spin-off (“Pizul”) 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 favour 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 these Additional Conditions (and any
other relevant Finance Document or US 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 the Company: (a) a merger in respect of which the Company is the surviving
entity of such Reorganisation or Merger; or (b) a spin-off (“Pizul”) effected by the
distribution to the holders of ordinary shares in the Company of equity securities (“Spun-Off
Shares”) in the spun-off entity (the “Company Spun-Off Entity”) provided that: (i) prior to
any such spin-off (“Pizul”)”, the Company shall deliver to the Bank pro forma financial
statements of the Company, in a form reasonably satisfactory to the Bank, on the basis of the
last set of financial statements of the Company and Non-consolidated Expanded Financial
Statements of the Company published or delivered before the date of such spin-off (“Pizul”)
(as if such spin-off took place on such date) adjusted to disregard all assets and all
liabilities of the Company Spun-Off Entity (other than those liabilities which will remain
liabilities of the Company on or after the date of any such spin-off), together with its
computation of the Shareholders’ Equity of the Company 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 the Company is not less than 3,500
million New Israel Shekels and the compliance by the Company 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
Company 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 Company Spun-Off Entities in respect of all spin-offs
effected or to be effected since the Amendment Closing Date shall not exceed, in the
aggregate, 25% (twenty-five percent) of the market capitalization of the Company. For this
purpose, the market capitalization of: (1) a Company Spun-Off Entity, shall be calculated as
of immediately following the distribution of its Spun-Off Shares; and (2) the Company, shall
be calculated as of immediately prior to such distribution or, if the amount of the market
capitalization of the Company would be higher, the date immediately before the Company first
announced any such spin-off; and market capitalization shall be calculated by




- 58 -









 




[*] = 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.


	 	 	taking the closing price of ordinary shares in the Company on the Tel-Aviv Stock
Exchange, or the closing price of the Spun-Off Shares in the relevant Company
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 the Company, or the total number of Spun-Off Shares in the relevant
Company 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 the Company 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 privatisation (conversion from a public company to a private
company) of Gazit America, provided that the Company shall have first obtained the
Bank’s and BLUSA’s prior written consent to any such privatisation (which consent,
in the case of the Bank, shall be given if the Bank is reasonably satisfied that
such privatisation 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 privatisation, it being agreed, subject to the foregoing, that the
privatisation 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
privatisation.






	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 the Company 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 the USD equivalent thereof are rendered against any US Guarantor 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





- 59 -









 




[*] = 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.

	 	 	Gazit
America and any such judgment or order shall not be satisfied within the period set by
the relevant judgement, order or Applicable Law.






	9.12.	 	If the Shareholders’ Equity of the Company for any Relevant Quarter or any Financial Year is
less than 3,500 million 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 the
Company for such Relevant Quarter or Financial Year has been delivered to the Bank.
Notwithstanding the foregoing, in the event the Shareholders’ Equity of the Company, at any
time, shall be less than 3,500 million 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 these Additional Conditions and/or any
of its other undertakings under clause 15 of the US Loan Agreement and/or any of its other
undertakings under any Security Document; 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 greater than the Stop Loss Limit and
within seven (7) Business Days thereafter the Company fails to:






	9.13.1.	 	provide (or procure the US Guarantors to provide) additional collateral (from sources
otherwise than from the Credit or, in respect of Gazit Generation, under the BLUSA Credit, as
applicable) in form and substance satisfactory to the Bank and BLUSA, 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,
BLUSA, every other member of the Bank Leumi Group, the Collateral Agent, any nominee or
custodian of the Bank and/or BLUSA and any third party purchaser of such EOI Common Shares
within the framework of the realisation 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 wishes to provide as additional collateral, for the purposes of this clause 9.13.1.
shall be provided by the Company and the US Guarantors 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
	 
	9.13.2.	 	repay Advances and/or procure repayment of the BLUSA Advances,
	 
	 	 	so that the Total Unpaid Outstandings is less than the Margined Amount.




- 60 -









 




[*] = 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.








	9.14.	 	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 the Company,
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 any of the US Guarantors
(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 US 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 these
Additional Conditions, provided that any such proceedings do not: (i) in respect of the
Company 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 any US Guarantor, 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
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




- 61 -









 




[*] = 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.


	 	 	withdrawn not later than: (x) in respect of any such proceedings 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 US 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 the Company’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 these Additional Conditions and/or any of its other
undertakings under clause 15 of the US Loan Agreement and/or any of its other undertakings
under any Security Document; 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 and/or any of the US Guarantors and/or
any of the Guarantor Shareholders to fulfil any material obligations to the Bank, or any
incident or non-fulfilment of any condition entitling the Bank to demand immediate payment of
the Indebtedness of the Company and/or any of the US Guarantors 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 and/or any of the US Guarantors 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) Gazit Generation, during such four (4) Quarters or Financial Year, as
applicable, on the BLUSA Advances; and (ii) the Company, during such four (4) Quarters or
Financial Year, as applicable, on each Advance and any other utilisation of the Credit, shall
be less than 1.25:1.00.






	 	 	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




- 62 -









 




[*] = 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.


	 	 	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 the Company
and/or any of the US Guarantors (whether pursuant to clause 9.18.1 of the US Loan Agreement
and/or this clause 9.18.1) with the Bank, BLUSA, 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
favour of the Bank, BLUSA or the Collateral Agent and otherwise in a manner and on terms
acceptable to the Bank and BLUSA, as security for the Secured Obligations, such amount equal
to the aggregate of the amount of interest payable by the Company in respect of all Advances
and the amount of interest payable by Gazit Generation in respect of all BLUSA 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 Advances outstanding
during such twelve (12) month period shall equal the entire amount of the Credit reflecting,
on a weighted average basis, the currency denomination of Advances made during the twelve (12)
months ending on the last day of such Dividend Cover Breaching Quarter; (2) the principal
amount of all BLUSA Advances outstanding during such twelve (12) month period shall equal the
entire amount of the Commitment (as such term, is defined in the US Loan Agreement) as at the
last day of such Dividend Cover Breaching Quarter; and (3) the rate of interest on such
Advances and BLUSA 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 of the Advances) or BLUSA (in respect of the BLUSA
Advances), prevailing at the Bank or BLUSA, as applicable, on the last day of such Dividend
Cover Breaching Quarter, on Advances and BLUSA Advances capable of being drawn down by the
Company or Gazit Generation, as the case may be, under and in accordance with these Additional
Conditions or the US Loan Agreement, as applicable (assuming for this purpose, no Default
having occurred) (such amount, the “Reserve Amount”);






	9.18.2.	 	in the event the pledgor is a US Guarantor or other entity not incorporated in Israel or in
the event the Reserve Account is outside Israel, the Bank and BLUSA receive a legal opinion in
a form reasonably acceptable to the Bank and BLUSA 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.






	 	 	Neither the Company nor any US Guarantor 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 or the relevant US
Guarantor(s) 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




- 63 -









 




[*] = 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 these Additional
Conditions 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










- 64 -









 




[*] = 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.	 	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






	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
these Additional Conditions and/or any of its other undertakings under clause 15
of the US Loan Agreement 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 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 US 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 US 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 BLUSA in respect of Financial
Indebtedness under the Loan Documents or the US 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); (d) the occurrence of an
‘Event of Default’ (as such term is defined in the US Loan Agreement); (e) the Company fails
to pay any amount payable under any of the Standard Form Documents (including, without
limitation, the Company fails to comply with any of its indemnification obligations
thereunder) on the due date therefor or, if applicable, within any applicable cure period as
set forth therein; or (f) any declaration or representation given by the Company in connection
with the opening or operating of any account (including, without limitation, the Loan Account)
with the Bank within the framework of the Credit or the Loan Documents shall be false,
incorrect or misleading in any material respect. 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 the Company, Gazit America, Gazit Maple, the Guarantor Shareholders or EOI, less
than USD 50 million or the USD equivalent thereof and/or, in respect of any US Guarantor
(but without derogating from clause 15.13.1 below), USD 5 million or the USD equivalent
thereof.




- 65 -









 




[*] = 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.








	9.23.	 	If, for any Relevant Quarter or Financial Year, the ratio of:






	9.23.1.	 	(a) the Company’s Net Financial Indebtedness as at the last day of such Relevant Quarter or
Financial Year, as applicable; to (b) the Company’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 the Company’s consolidated financial statements for such Quarter or
Financial Year), shall be more than 75% (seventy-five percent); or






	9.23.2.	 	(a) the Company’s Net Financial Indebtedness as at the last day of such Relevant Quarter or
Financial Year, as applicable; to (b) the Company’s Holdings as at the last day of such
Relevant Quarter or Financial Year, as applicable (both as appearing in the Company’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).






	 	 	For the purposes of this clause 9.23: (i) “Company’s Net Financial Indebtedness” shall
mean all current and long-term liabilities of the Company 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 “Company’s Holdings” shall mean the book value (IFRS—the fair market value
of all properties and other assets) of the securities held by the Company (whether or
not listed for trading), as appearing in the balance sheet in the relevant
Non-consolidated Expanded Financial Statements of the Company.






	9.24.	 	In the event the main business activity of any US Guarantor 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 US Internal Revenue Code of
1986, as amended).






	 	 	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 that all, or any part of, the Unpaid Balance of the Credit including
interest accrued thereon, Breakage Costs and all other amounts payable by the Company
under the Loan Documents and all other amounts payable in connection therewith, shall
thenceforth be repayable on demand being made by the Bank (and in the event of any such
demand the Unpaid Balance of the Credit or part thereof, interest, Breakage Costs and
such other amounts shall become immediately due and payable); 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.






	 	 	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





- 66 -









 




[*] = 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.

	 	 	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 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 1995, MGN USA, the
LTV Guarantors and any other Obligor and to utilise 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 BLUSA or the Collateral Agent takes any steps to collect any amounts owed by the
Company and/or Gazit Generation and/or any other obligor under the US Loan Documents to BLUSA
under the US Loan Documents, then any payment received by the Collateral Agent, the Bank
and/or BLUSA in connection with the foregoing shall be applied, as between the obligations of
the Company, Gazit 1995, MGN USA, the LTV Guarantors and any other Obligor under the Loan
Documents and the obligations of the Company, Gazit 1995, MGN USA, MGN America, Gazit Maple,
Gazit Generation and any other obligor under the US 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 BLUSA 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 BLUSA under the US Loan Documents in such proportion between the amounts of
such unpaid fees, costs and expenses as the Bank and BLUSA shall deem fit;






	10.3.	 	third, in or towards payment of any other amount due, but unpaid, under the Loan Documents
and the US 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 US Loan Documents, as aforesaid, as the Bank and BLUSA shall deem fit;






	10.4.	 	fourth, in or towards payment on account of the principal of the Credit and the BLUSA Credit
in such proportion, between the amount of the outstanding principal of the Credit and the
amount of the outstanding principal of the BLUSA Credit, as the Bank and BLUSA 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.




- 67 -









 




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








	11.	 	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 Bank fees. Without derogating from Section 20 of the General Terms, the
Bank shall deliver to the Company, on an annual basis, a table listing the main discounts and
other benefits given by the Bank to the Company in respect of fees it would ordinarily
otherwise have charged the Company for banking transactions performed by the Bank in respect
of the Credit; 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 (other
than, unless agreed otherwise by the Company, legal fees incurred in respect of the ongoing
administration of the Credit), including, without limitation, all reasonable fees and expenses
relating to the preparation, execution, filing and recording of any of the Loan Documents and
taxes and filing fees associated therewith, whether or not the Credit is advanced, and 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.






	 	 	The Company shall pay to the Bank all value added tax, if any, payable in respect of any
payment to be made by the Company to the Bank under the Loan Documents, such value added tax
to be paid by the Company at the same time it makes the relevant payment.






	12.	 	Increased Costs






	12.1.	 	Subject to 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 signature of the Amending Agreement (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), 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, cash ratio, liquidity, limits on provision
of credit to single borrowers or groups of borrowers or capital adequacy requirements or other
forms of banking, fiscal, monetary or regulatory controls:






	12.1.1.	 	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






	12.1.2.	 	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
these Additional Conditions, then and in each such case, the Bank may notify the




- 68 -









 




[*] = 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.


	 	 	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 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 organisation 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.






	13.	 	Conditions Precedent






	 	 	Without limiting the other terms of these Additional Conditions: (a) the obligation of the
Bank to make any Advance or grant all of the Credit or any part thereof is subject to the
satisfaction of all of following Conditions Precedent; and (b) the obligation of the Bank to
maintain any Advance or any part of the Credit is subject to the continued satisfaction of the
conditions set forth in clauses 13.5, 13.6 and 13.10 below:






	13.1.	 	The Bank shall have received a Request for Disbursement duly completed and executed by the
Company with respect to any Advance or other utilisation of the Credit.






	13.2.	 	The sum of (a) the amount of the requested Advance or requested utilisation of the Credit;
plus (b) the amount of the Unpaid Balance of the Credit as of immediately prior to the
extension of the requested Advance or Credit, does not exceed the amount of the Credit on the
date of the drawing of the requested Advance or the requested utilisation of the Credit.






	13.3.	 	The sum of (a) the amount of the requested Advance or requested utilisation of the Credit;
plus (b) the Total Unpaid Outstandings immediately before the extension of the Advance or
Credit, shall be less than the Margined Amount, in each case calculated on the date of the
drawing of the requested Advance.






	13.4.	 	The Loan Documents including, inter alia, the Standard Form Documents, corporate
resolutions, certificates and such customary forms and documents with respect to the granting
of the Advances or other utilisation of the Credit requested by the Company, in form and
substance satisfactory to the Bank and the Company, shall have been signed and shall be in
full force and effect.






	13.5.	 	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 Bank of Israel as to the proposed granting of the Credit
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





- 69 -









 




[*] = 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, “Relevant Date”
shall mean any date after the Amendment 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 any
Governmental Body or the Bank of Israel made after the Amendment 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 Amendment Closing Date, then the
Relevant Date shall be any date from after the Amendment 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.






	13.6.	 	Without limiting the generality of the foregoing, the granting of the Advance or other
utilisation of the Credit shall not result in the Bank exceeding the limits under Bank of
Israel guidelines and directives and/or under any other laws applicable to financial
institutions with respect to single borrowers (Loveh Boded), groups of borrowers (Kvutzat
Lovim), connected Persons (Anashim Kshurim) or to the six (6) largest borrowers or groups of
borrowers or any other limit or limitations imposed or proposed to be imposed thereunder.






	13.7.	 	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).






	13.8.	 	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.






	13.9.	 	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 or other utilisation of the Credit.






	13.10.	 	The Secured Obligations being secured in the manner as set forth in clause 7 of these
Additional Conditions and any other provision contained in any other Finance Document.






	13.11.	 	To the extent any award, decision, judgment, ruling or any other kind of order shall have
been issued or given (which has not been cancelled or set aside) for any execution,
attachment, sequestration or similar judicial or other collection process over any of the
Company’s rights to borrow under any of the Loan Documents then no Advance or other
utilisation of the Credit may be made in respect of such rights subject
to any such execution, attachment, sequestration or similar judicial or other collection
process, it being clarified, for the avoidance of doubt, that the condition precedent
set forth in this clause 13.11 will not restrict or otherwise affect the Bank’s
obligation to make any Advance or grant any part of the Credit in excess of the amount
subject to any such execution, attachment, sequestration or similar judicial or other
collection process provided that the amount subject to any such execution, attachment,




- 70 -









 




[*] = 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.


	 	 	sequestration or similar judicial or other collection process shall form part of the
Unpaid Balance of the Credit for the purposes of clause 13.2 above.






	14.	 	Representations and Warranties






	 	 	The Company represents and warrants to and in favour of the Bank as follows (and the Company
acknowledges that the Bank has entered into the Finance Documents and that each Advance or
other credit made pursuant to the terms of these Additional Conditions 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 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, without derogating from recital (c) of these
Additional Conditions above, 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. The Company 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 applicable Governmental Bodies required to be obtained
by each Obligor have been obtained, to authorize the execution,
delivery and the performance of the obligations by each Obligor of
each Loan Document to which it is a party.
	 
	14.5.	 	Effectiveness
	 
	 	 	Each Loan Document has been duly authorised, 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, reorganisation, moratorium or other laws of general application relating to
the enforcement of creditors’ rights generally, or (b) laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.




- 71 -









 




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








	14.6.	 	Security
	 
	 	 	Each Pledge Agreement to which any Obligor is a party on the
Amendment Closing Date shall, by not later than the Amendment
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 Amendment Closing Date shall, on execution thereof, validly and
effectively create the Encumbrances over the subject-matter thereof
and the Collateral therein mentioned which the Pledge Agreement so
supplemented or so executed after the Amendment Closing Date
purports to create. Each of the Encumbrances created or evidenced
by each Pledge Agreement due to be created on or before the
Amendment Closing Date, shall, by not later than the Amendment
Closing Date (or, in the case of any supplements to a Pledge
Agreement or any Pledge Agreement to be entered into after the
Amendment 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 Amendment Closing Date and any
permission to incur any such Encumbrances following the Amendment
Closing Date must be expressly given in writing by the Bank, BLUSA
and the Collateral Agent), except: (a) where such enforceability is
limited by: (i) applicable mandatory bankruptcy, insolvency,
reorganisation, moratorium or other mandatory laws of general
application relating to the enforcement of creditors’ rights
generally; or (ii) mandatory laws relating to the availability of
specific performance, injunctive relief, or other equitable
remedies; 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
Amendment Closing Date (or, in the case of any supplements to a
Pledge Agreement or Pledge Agreements to be entered into after the
Amendment 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 the Company, the governing law
of which is not Israeli law, the Company will deliver to the Bank,
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 the
Company, 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 Amendment Closing Date (or, in the case of
any supplements to a Pledge Agreement or Pledge Agreements to be
entered into after the Amendment Closing Date, prior to the
execution of such supplement or Pledge Agreement), or promptly
thereafter.




- 72 -









 




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


	14.7.	 	Restrictions
	 
	 	 	Save for mandatory provisions of Applicable Law, there is no
restriction on the realisation, 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 realisation, foreclosure, transfer or sale (for the avoidance
of doubt, without derogating from mandatory statutory preferences
on liquidation).
	 
	14.8.	 	Litigation
	 
	 	 	To the knowledge of the Company, 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 Amendment 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 Amendment Closing Date.
	 
	14.11.	 	Financial Information
	 
	 	 	All financial information and financial statements pertaining to
the Company, the US Guarantors, MGN USA, Gazit America, 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 clause 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 Gazit
Generation, 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, the US Guarantors,
MGN USA, Gazit America, EOI or such other Obligor, as applicable,
contained therein as at their respective preparation dates.
	 
	14.12.	 	Status of Guarantors
	 
	14.12.1.	 	(a) Each US Guarantor is a limited liability company (LLC) duly organised and validly
existing under the laws of the State of Delaware.




- 73 -









 




[*] = 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)	 	Each Guarantor Shareholder is a company duly incorporated,
organised and validly existing under the laws of the State of Nevada.
	 
	 	(c)	 	Gazit Maple is a company duly incorporated, organised 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 Gazit Generation are held by Gazit 1995, 66.63% (sixty-six point six three
percent) of the Means of Control (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. No US Guarantor and no Guarantor Shareholder has issued any option,
warrant or other security or rights to acquire, or instruments convertible into, share capital
of any US Guarantor or Guarantor Shareholder.







	 	(b)	 	All of the Means of Control of Gazit Maple and of each
Guarantor Shareholder are held by the Company or by a Non-Listed Subsidiary,
directly or indirectly, wholly-owned by the Company. 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 the Company or a Non-Listed Subsidiary wholly-owned by
the Company.






	14.12.3.	 	Each US Guarantor, 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 interests as “securities” (as defined in the DEUCC) for
all purposes.
	 
	14.12.4.	 	None of the US Guarantors 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 US Loan Documents); (iii)
the making of intercompany loans pursuant to which no US Guarantor shall have any commitment,
liability or obligation; (iv) in respect of MGN America, being party to, and complying with
the provisions of, certain of the Loan Documents and the US Loan Documents (in their form
prior to the Amendment 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 US Loan Agreements (together, the “Permitted Activities”), and neither US
Guarantor 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 US Guarantors under the Loan Documents, the
US 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 terms) to which any such US Guarantor is a
party; (c) the obligations of the US Guarantors under any Stock Purchase Plan; and (d) other
Permitted Indebtedness. Notwithstanding any reserve for Deferred Tax Liability in the




- 74 -









 




[*] = 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 of the US Guarantors, 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 any US Guarantor.
Each US Guarantor 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 US Guarantors (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 US Guarantor party (or that has
been a 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 part of any such US Guarantor, under any such Stock Purchase Plan.
To the best of the Company’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 any US Guarantor 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 US Guarantor is to hold that part of the Collateral pledged by
such US Guarantor under the Pledge Agreement to which such US Guarantor is party as pledgor,
the holding of additional EOI Common Shares, to incur and assume Indebtedness to the Bank,
BLUSA and the Collateral Agent pursuant to the terms of the Loan Documents and the US Loan
Documents and otherwise to conduct other Permitted Activities in accordance with clause
14.12.4 above. None of the US Guarantors have elected to be treated as a corporation for US
state or federal tax purposes.
	 
	14.12.6.	 	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.
	 
	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




- 75 -









 




[*] = 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.








	 	 	owing to its secured creditors in connection with the transfer of such
Pledged Shares; and (e) at the time of any 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.






	 	 	For the purposes of this clause 14.13: “Relevant Date” means the Transfer Date,
the Amendment Closing Date and, in respect of paragraphs (a), (b) and (c) of
clause 14.13.2 above, each date that an Advance or any other utilisation of the
Credit is made; “Transfer Documents” means: (a) a contribution of shares agreement
dated as of June 1, 2011 made between MGN USA and Gazit 1995, pursuant to which,
inter alia, MGN USA transferred three million, one hundred and sixty-five
thousand, five hundred and eleven and one hundred and sixty-one thousandth
(3,165,511.161) EOI Common Shares to Gazit 1995; (b) contribution of shares
agreement dated as of June 1, 2011 made between Gazit 1995 and Gazit Generation,
pursuant to which, inter alia, Gazit 1995 transferred seven million, six hundred
and forty-six thousand, eight hundred and six hundred and seventy-seven thousandth
(7,646,800.677) EOI Common Shares to Gazit Generation; (c) contribution of shares
agreement dated as of June 1, 2011 made between Gazit 1995 and Gazit Generation,
pursuant to which, inter alia, Gazit 1995 transferred three million, one hundred
and sixty-five thousand, five hundred and eleven and one hundred and sixty-one
thousandth (3,165,511.161) EOI Common Shares to Gazit Generation; (d) a share
transfer agreement dated December 23, 2010 made between Gazit Canada, Inc., Gazit
Maple and Gazit 2003, Inc., pursuant to which, inter alia, Gazit Canada, Inc.
transferred seven million, four hundred and seven thousand, eight hundred and
eighty-eight (7,407,888) Gazit America Shares to Gazit Maple; and Gazit 2003, Inc.
transferred eight hundred and sixty-five thousand three hundred and fifty
(865,350) Gazit America Shares to Gazit Maple; 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.






	14.13.3.	 	By entering into these Additional Conditions and the other Loan Documents to which it is a
party and the transactions contemplated hereby and thereby, neither the Company nor Gazit
Generation is engaging in a fraudulent transfer or conveyance (constructive or otherwise).






	14.14.	 	No Interest in Gazit America Shares
	 
	 	 	As at the Amendment 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.	 	ERISA
	 
	 	 	During the five (5) year period prior to the date on which this
representation is made or deemed made (or in the case of Gazit
Generation, since the date of its formation), neither the Company
nor any Commonly Controlled Entity (as such term is defined in the
US Loan Agreement) has sponsored, maintained or had any obligation
to contribute to any Plan (as such term is defined in the US Loan
Agreement) subject to Title IV of ERISA (as such term is defined in
the US Loan Agreement) or the minimum funding requirements of
Section 412 of the Code (as such term is defined in the US Loan
Agreement), or any Plan providing post-retirement welfare benefits
(other than group health plan continuation coverage required by
Applicable Law). Each Plan




- 76 -









 




[*] = 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.








	 	 	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.






	 	 	Except where any representation is stated to be made only as at the Amendment Closing Date,
the representations and warranties set out in this clause 14 shall survive the execution of
these Additional Conditions and shall be deemed repeated on each date that a Request for
Disbursement is made and the date the requested Advance or other utilisation of the Credit is
to be made.






	15.	 	Undertakings






	 	 	The Company hereby undertakes to the Bank that from the Amendment Closing Date, and for so
long as any sum remains payable or outstanding under any Loan Document or the Bank shall be
under any obligation to provide any Credit or Advance, as follows:






	15.1.	 	Loan to Value
	 
	 	 	Without prejudice to the terms and conditions hereof, the Company
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 shall procure that no Obligor or any
other Non-Listed Subsidiary shall, vote in favour of, authorize,
consent, approve, ratify or abstain in respect of, and 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, BLUSA, the Securities Intermediary, the Collateral Agent,
any assignee under the US Loan Documents and any transferee of the
Collateral (or any part thereof) within the framework of a
realisation 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
	 
	 	 	The Company 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. The Company
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 realisation 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 BLUSA
from exercising any of their rights or remedies with respect to the
EOI Pledged Shares as contemplated under the Loan




- 77 -









 




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








	 	 	Documents and the US 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. The Company 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 despatched 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
	 
	 	 	The Company undertakes that each set of financial statements of the
Company, Gazit America, the US Guarantors, MGN USA 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 the Company, 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 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 the Company elects to deliver Corresponding
Financial Statements pursuant to clause 15.7 below; (b) in respect
of the financial statements of each US Guarantor, MGN USA and Gazit
Maple, be prepared in accordance with GAAP (save that, in respect of
the financial statements of Gazit Generation, 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 the Company, Gazit America, the US Guarantors, 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
	 
	 	 	The Company 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 the Company, Gazit America or EOI, as applicable, has adopted
or introduced any change in any of their respective accounting principles, standards,




- 78 -









 




[*] = 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.








	 	 	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 and
the Bank shall negotiate in good faith any amendments to the
financial ratio provisions contained in clause 1.1.80(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 and the Company 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 may have under these
Additional Conditions) to notify the Company of any such revisions
to clause 1.1.80(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 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, the Company 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.




- 79 -









 




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








	15.8.	 	Financial Statements, Officer’s Certificate and Financial Information






	 	 	The Company undertakes that it shall deliver to the Bank:






	15.8.1.	 	within seven (7) Business Days after the publication of the Company’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: the Company’s audited annual financial statements on a
consolidated basis for that Financial Year and a copy of the Non-consolidated Expanded
Financial Statements of the Company for that Financial Year, each consisting of a balance
sheet and statement of operations, including, in respect of the consolidated financial
statements of the Company only, cash flows, prepared in accordance with IFRS;






	15.8.2.	 	within seven (7) Business Days after the publication of the Company’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 the Company’s unaudited reviewed and consolidated quarterly financial statements and a
copy of the Non-consolidated Expanded Financial Statements of the Company 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 the Company only, cash flow for each such
period, prepared in accordance with IFRS;






	15.8.3.	 	within seven (7) Business Days after the publication of the Company’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 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. The Company shall also deliver the Supplemental
Information Package for each Financial Year within seven (7) Business Days after the
publication of the Company’s audited consolidated financial statements for such Financial Year
(and, for the avoidance of doubt, the Company 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 the Company);






	15.8.4.	 	within seven (7) Business Days after the publication of the Company’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. The Company shall also deliver the Supplemental Information Package for each
such Quarter within seven (7) Business Days after the publication of the Company’s quarterly
unaudited consolidated financial statements for such Quarter (and, for the avoidance of doubt,
the Company 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 the Company);




- 80 -









 




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








	15.8.5.	 	within seven (7) Business Days after the publication of the Company’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 Gazit Maple’s, each US Guarantor’s and MGN USA’s
respective audited financial statements;






	15.8.6.	 	within seven (7) Business Days after the publication of the Company’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 Gazit Maple’s,
each US Guarantor’s and MGN USA’s respective unaudited, unreviewed by the Auditors, quarterly
financial statements, together with a certificate from the Auditors certifying the amount of
the respective Indebtedness, as at the end of each such Quarter, of each of Gazit Generation,
Gazit 1995, MGN American and MGN USA under Subordinated Shareholder Loans;






	15.8.7.	 	at the same time as any financial statements of the Company and/or EOI and/or Gazit America
and/or of any US Guarantor 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 B attached hereto (“Compliance Certificate”), signed by the Chief
Financial Officer or the Chief Executive Officer of the Company: (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
account in the revenues of EOI for the period covered by such Compliance Certificate; (v)
confirming that no US Guarantor has any Indebtedness except for Permitted Indebtedness; and
(vi) setting out any other information required under these Additional Conditions 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 A1 and A2 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 the Company, 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, the Company’s financial statements, the Non-consolidated
Expanded Financial Statements of the Company, 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 the Company under these Additional Conditions) as the Bank may, from time to time,
reasonably request;






- 81 -











 



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



	15.8.9.	 	promptly, upon the Bank’s request, a certificate signed by the Company’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 9.8 above, details of any issuance of any shares in EOI or
Gazit America after the Amendment 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 Amendment 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 the Company becoming aware of any such issue;
	 
	15.8.12.	 	within five (5) Business Days after they are received by the US Guarantors, 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 Reorganisation or
Merger (as defined in clause 9.9 above)); (c) any tender offer for any securities of EOI; (d)
any recapitalisation or 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 the Company 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





- 82 -









 




[*] = 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 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 the Company
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 “the Company”. In
addition, the Company shall deliver, immediately upon their being filed, any immediate report
concerning any Person becoming, or ceasing to be, a “controlling person” (“baal shlita”) in
the Company, as such term is defined in the Securities Law, 1968.
	 
	15.9.	 	Auditors Assistance
	 
	 	 	The Company shall authorise and instruct its Auditors, at the
expense of the Company, to discuss with the Bank: (a) any financial
statements of the Company (including, for the avoidance of doubt,
any Non-consolidated Expanded Financial Statements of the Company);
(b) the Company’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 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 these
Additional Conditions. In the event the Bank shall notify the
Company that the Bank wishes to discuss any of the foregoing with
the Auditors then the Company 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. The Company shall be entitled to be present
at any meeting between the Auditors and the Bank in connection with
the foregoing.
	 
	15.10.	 	Company Assistance
	 
	 	 	The Company shall procure that its Chief Financial Officer and, if
applicable, Chief Executive Officer, shall discuss with the Bank
any Compliance Certificate delivered by the Company 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
the Company’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 the Credit 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,




- 83 -









 




[*] = 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.








	 	 	 	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 State of Israel 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.	 	US Guarantors
	 
	15.13.1.	 	The Company shall procure that no US Guarantor shall assume, incur or otherwise permit to
be outstanding any Indebtedness or any other obligation of whatsoever nature, save for
Permitted Indebtedness. The Company shall also procure that no US Guarantor shall be a party
to, or its assets bound by, any contract, agreement, commitment or undertaking other than
under: (a) any Loan Document or US 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 terms) to which it is a party;
(d) any Approved Voting Agreement (as defined in clause 15.14.3 below) to which it is a party
(other than those Approved Voting Agreements that have, after the date hereof, terminated or
expired in accordance with their terms); (e) without derogating from clause 15.13.5 below, any
Stock Purchase Plan; and (f) the making of intercompany loans pursuant to which no US
Guarantor has any commitment, liability or obligation. Without derogating from the
undertakings of the Company set forth in this clause 15.13.1, the Company shall procure that
the Deferred Tax Liability shall at all times not be Indebtedness of any US Guarantor and,
without derogating from its foregoing undertakings as aforesaid, if and to the extent any
Deferred Tax Liability becomes payable by any US Guarantor, the Company undertakes, forthwith,
to pay such Indebtedness.
	 
	15.13.2.	 	The Company shall procure that no US Guarantor 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 such US Guarantor under the Pledge Agreement to which such US
Guarantor 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




- 84 -









 




[*] = 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.








	 	 	 	(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 favour of the Bank
under the Loan Documents and BLUSA under the US Loan Documents and save for the
making of intercompany loans pursuant to which no US Guarantor shall have any
commitment, liability or obligation; (d) amend its Organisational Documents in any
respect without the prior written consent of the Bank and BLUSA; (e) issue,
release or purchase (other than purchase of EOI securities) any securities
(including, without limitation, any security convertible into membership
interests), unless, in respect of the issue by a US Guarantor 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 favour of the Collateral Agent for the benefit of the Bank
and BLUSA 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 procure that no US Guarantor 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 favour of the
Collateral Agent for the benefit of the Bank and BLUSA 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 Amendment Closing Date and/or otherwise, if made after the
Amendment Closing Date, under a Pledge Agreement in form and substance reasonably acceptable
to the Collateral Agent, the Bank and BLUSA and in respect of which the Collateral Agent, the
Bank and BLUSA 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, a US Guarantor may repay principal and interest of a
Subordinated Shareholder Loan in accordance with the provisions of the Guarantor Subordination
Agreement.
	 
	15.13.4	 	The Company shall procure that no US Guarantor may 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 a US
Guarantor 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 shall procure that such
Rule 10b5-1 Plan shall, at all times, be a Stock Purchase Plan. For the purposes of these
Additional Conditions, 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 Gazit Generation) 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




- 85 -









 




[*] = 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.








	 	 	 	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
Gazit Generation and the counterparty thereto need not be MSSB). The Company
shall further procure that: (a) each US Guarantor 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, no US Guarantor 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 such US Guarantor of commission
to the counterparty thereto pursuant to the terms of the Stock Purchase Plan that
such US Guarantor is a party (which Indebtedness will be funded from: (i) monies
withdrawn from such US Guarantor’s Securities Account pursuant to clause 7.7
above; (ii) the proceeds of any Subordinated Shareholder Loans made to such US
Guarantor; (iii) without derogating from clause 15.13.2 above, the proceeds from
any subscription monies received by such US Guarantor on account of the issue of
any securities by such US Guarantor; 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
subclause (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 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 US Guarantor party thereto 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 shall not, and 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 favour of the Collateral Agent for
the benefit of the Bank and BLUSA under the Security Documents; and (ii) Permitted Encumbrances); (b) over any Subordinated




- 86 -









 




[*] = 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.








	 	 	 	Shareholder Loan, save for Encumbrances created in favour of the Collateral Agent for the
benefit of the Bank and BLUSA under the Security Documents; and (c) over any bank
or deposit account that may be opened by any US Guarantor (save for: (i)
Encumbrances created in favour of the Collateral Agent for the benefit of the Bank
and BLUSA under the Security Documents; and (ii) Permitted Encumbrances).






	15.14.2.	 	The Company shall procure that none of the US Guarantors shall be parties to, nor any of
the EOI Pledged Shares shall 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, 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 any US Guarantor is a party, provided that such tag-along rights and voting
agreements shall not apply in the event of any sale or realisation of any of the Collateral
nor will otherwise bind the Collateral Agent, the Bank, BLUSA or any third party purchaser of
any part of the Collateral upon the realisation of any of the Encumbrances purported to be
created under the Security Documents.
	 
	15.14.3.	 	The Company 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
these Additional Conditions, 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 favour of the election of a Person as a director 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, BLUSA, any Obligor
or any other Person in connection therewith, upon the realisation of any Encumbrances
purported to be created under any of the Security Documents.
	 
	15.14.4.	 	The Company shall procure that none of the Guarantor
Shareholders (in respect of any shares in the US Guarantors or in respect of the EOI Pledged Shares held by such US
Guarantors) nor any shares or other securities in any US Guarantor 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 US Guarantors, procuring that the US Guarantors 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 such US Guarantors).
	 
	15.14.5.	 	The Company shall procure that no Voting Agreement or Approved Voting Agreement shall be
amended or modified in any way unless any such




- 87 -









 




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








	 	 	 	amendment 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






	 	 	 	The Company 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 the Company) 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 favour 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 the Company 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 1.1.21 above shall have
occurred.






	15.16.	 	Rights attaching to the EOI Common Shares






	 	 	 	The Company shall procure that at all times:






	15.16.1.	 	the rights attaching to the EOI Pledged Shares shall constitute not less than 20% (twenty
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
33.3% (thirty-three point three 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 favour of any member(s) of the Bank Leumi Group to secure any Indebtedness other
than Secured Obligations; and (ii) held solely by: (1) the Company; (2) any Non-Listed
Subsidiary wholly-owned, directly or indirectly, by the Company, 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 favour 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,
the Company); (II) a majority of all the Means of Control of such Listed
Subsidiary are held by the Company or a wholly-owned Non-Listed Subsidiary of




- 88 -









 




[*] = 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 (III) the issued share capital and all other securities of such
Listed Subsidiary that are held by the Company 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 favour 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 favour of any member(s) of the Bank Leumi Group).






	15.17.	 	Rights attaching to the Gazit America Pledged Shares
	 
	 	 	The Company 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.	 	The Company undertakes that neither it nor any of its Non-Listed Subsidiaries (including,
for the avoidance of doubt, Gazit Maple) shall, after the Amendment 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 favour of the Collateral Agent for the benefit of the
Bank and BLUSA to secure repayment of the Company Secured Solo Obligations and the Company’s
obligations under the Company Guarantee under a Security Document in form and substance
reasonably acceptable to the Bank and BLUSA and in respect of which the Bank and BLUSA had
first received a legal opinion in a form reasonably acceptable to the Bank and BLUSA; (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 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 the Company or any Non-Listed
Subsidiary after the Amendment 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 the Company or
any Non-Listed Subsidiary that are not, in accordance with this sentence of this clause 15.18,
pledged in favour of the Collateral Agent, less than 1% (one percent) of the issued share
capital of Gazit America. For the avoidance of doubt 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 favour of the Collateral
Agent for the benefit of the Bank and BLUSA to secure repayment of the Company




- 89 -









 




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








	 	 	 	Secured Solo Obligations and the Company’s obligations under the Company Guarantee
in accordance with the terms of the relevant Pledge Agreement.






	15.18.2.	 	The Company 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 realisation, 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 BLUSA from exercising any of their rights or
remedies with respect to the Gazit America Pledged Shares as contemplated under the Loan
Documents and the US Loan Documents). The Company 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 despatched 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






	 	 	 	The Company shall procure that: (a) no Guarantor Shareholder shall
assume, incur or otherwise permit to be outstanding any
Indebtedness of whatsoever nature to the Company or any affiliate
of the Company 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 favour of the Collateral
Agent for the benefit of the Bank and BLUSA to secure repayment of
the Secured Obligations; (c) the aggregate outstanding principal
amount (disregarding for this purpose any capitalised 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 Guarantor
Subordination Agreement) be less than USD 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 BLUSA by
the relevant Subordinated Lender either on or before the Amendment
Closing Date and/or otherwise, if made after the date hereof, under
a Pledge Document, executed and delivered to the Collateral Agent
for the benefit of the Bank and BLUSA by the relevant Subordinated
Lender, which is in a form and substance reasonably acceptable to
the Collateral Agent, the Bank and BLUSA and in respect of which
the Collateral Agent, the Bank and BLUSA 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 favour of the Collateral Agent for the benefit of the
Bank or BLUSA, 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 capitalised interest) of not less than USD 250
million, are then pledged to the Collateral Agent by way of a first
priority perfected security interest in favour of
the Collateral Agent for the benefit of the Bank and BLUSA to secure repayment of the
Secured Obligations as described in the preceding paragraph (b) of this clause 15.19;




- 90 -









 




[*] = 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.








	 	 	 	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
capitalised 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 the Company 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 BLUSA provided by or
pursuant to the Loan Documents, the US Loan Documents or by law;
and/or (b) to facilitate the realisation 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 the Company 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 BLUSA by or pursuant
to any Security Document.






	15.21.	 	No Plan Obligations






	 	 	 	Neither the Company nor any Commonly Controlled Entity (as such
term is defined in the US Loan Agreement) will adopt or otherwise
sponsor, maintain or incur any obligation to contribute to any Plan
(as such term is defined in the US Loan Agreement), 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 (as such
term is defined in the US Loan Agreement) and the Code (as such
term is defined in the US Loan Agreement) with respect to each of
its or their respective Plans.






	15.22.	 	Certain Indebtedness of Gazit Maple






	 	 	 	The Company 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,
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.





- 91 -









 




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


	16.	 	Assignment






	16.1.	 	The Bank shall be entitled, at any time, but without derogating from the last sentence of
clause 17.9 below, to assign rights and/or obligations to any of the four (4) largest banks in
Israel (other than the Bank) and/or to any member of the Bank Leumi Group and/or any bank
and/or financial institution incorporated in any State of 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-recognised rating agency, in relation to
the Credit or part thereof, and/or to sell participations in relation to the Credit or part
thereof to any third party; 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 the Credit 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 Bank Leumi 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, 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).
	 
	16.2.	 	Notwithstanding anything to contrary in these Additional Agreement, but without derogating
from the last sentence of clause 17.9 below, if as a result of any participation or assignment
in relation to the Credit or any part thereof the participant or assignee 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 2.6 (if and to
the extent applicable), 5.2.4 and 12.1 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.
	 
	16.3.	 	The Company shall cooperate with the Bank in good faith for the purpose of enabling an
assignment as described above, and for such purpose 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 assignee (qualifying the criteria set-forth above) of any rights and
obligations under the Loan Documents Information (hereinafter defined) in connection with such
assignment; 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 assignee in connection with the assignment of 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 these Additional Conditions are not assignable or transferable in
any manner whatsoever to any third party.




- 92 -









 




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








	17.	 	General






	17.1.	 	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 these Additional Conditions, 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.	 	If: (a) any provision of, the introduction of or any change in (or in the interpretation,
administration or application of) any Applicable Law or regulation; 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 these
Additional Conditions, obliges the Bank (or, in the case of sub-paragraph (c) of this clause
17.2, any prospective assignee 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 assignee 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.	 	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
Credit shall arise, the Bank shall endeavour (without in anyway being obliged, except to the
extent required by Applicable Laws) to advise the Company and/or the US Guarantors 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 Company Secured Solo Obligations and the Company’s obligations
under the Company Guarantee).
	 
	17.4.	 	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 may disclose these Additional Conditions and any
other Loan Document to the extent the same is required under Applicable Law or any stock
exchange requirements applicable to the Company.
	 
	17.5.	 	These Additional Conditions 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 shall be effective as delivery of a
manually executed counterpart hereof.
	 
	17.6.	 	These Additional Conditions shall be governed by, and interpreted in accordance with, the
laws of the State of Israel. 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




- 93 -









 




[*] = 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.








	 	 	 	governed.
The Company acknowledges that certain of the Loan Documents, under the terms thereof,
are to be governed and interpreted in accordance with the laws of the State of New York
or other foreign laws, and the Company accordingly acknowledges that such documents
shall not be governed by, or interpreted in accordance with, Israeli law.






	17.7.	 	Any addition, variation, waiver of any rights under, modification or amendment to these
Additional Conditions shall not be effective unless any such addition, variation, waiver,
modification or amendment is in writing and signed by the Bank and the Company, provided that
any addition, variation, modification or amendment to clause 1.1.80(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, 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 the Bank, shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise or the exercise of any other right,
power or privilege.
	 
	17.8.	 	If, notwithstanding the obligations of the Company and any obligations of an Obligor under
any Loan Document to which it is a party (and without derogating from such obligations): (a)
any sum is received (including by way of set-off in accordance with the General Terms) by the
Bank in a currency (the “first currency”) other than the currency (the “second currency”) in
which the relevant amount is to be paid pursuant to the relevant provisions of the relevant
Loan Document; or (b) any sum due from an Obligor under a Loan Document to which it is a party
or any order, judgment or award given or made in relation to any such sum, has to be converted
from the second currency (being, for this purpose, the currency, pursuant to the relevant
provisions of the relevant Loan Document, in which that sum is payable) into the first
currency (being, for this purpose, any other currency) for the purpose of making or filing a
claim or proof against that Obligor or for the purpose of obtaining or enforcing an order,
judgment or award in relation to any litigation or arbitration proceedings, then: (i) such sum
shall be converted into the second currency at the buying rate of the second currency for the
first currency as is published by the Bank at the close of business on the date of receipt
thereof; (ii) the Company shall pay the Bank all exchange commissions of the Bank and any tax,
levy, compulsory payment or any other payments relating to any such conversion; and (iii) the
Company shall, as a separate obligation, indemnify and hold harmless the Bank from and against
any loss suffered or incurred as a result of such conversion (including, without limitation,
any conversion that has to be made as referred to in paragraph (b) of this clause 17.8).
	 
	17.9.	 	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. In the event
that any Taxes shall be payable on, or chargeable in respect of, any such payments, then the
amount or rate, as the case may be, of any such payments shall be increased respectively to
such amount or rate, as the case may be, as shall, after the payment of such Taxes, leave in
the hands of the Bank net amounts of any such payments at the respective amounts or rates
provided for in the Loan Documents. For the purposes of this clause 17.9, “Taxes” shall mean
all taxes or similar capital duties, imposts, levies, fees and charges of any kind now or
hereafter imposed under the laws of any country or State other than Israeli income tax;
provided that if any deduction or withholding is required to be made in respect of the Bank’s
Israeli income




- 94 -









 




[*] = 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.








	 	 	 	Tax, including Tax on interest, the Company shall deliver to the Bank a
customary evidence of payment to such authority of all amounts so deducted or withheld.
For the avoidance of doubt, no withholding on account of Israeli Tax shall be made by
the Company if and to the extent the Bank has a valid exemption, ruling or approval
regarding the withholding (or exemption from withholding) of Israeli Tax and the Company
acknowledges that, as at the date hereof, the Bank has a valid exemption from requiring
the Company to make any such withholding. If the Company makes any payment under the
Loan Documents in respect of which it is required to make any deduction or withholding,
it shall, without derogating from the preceding provisions of this clause 17.9, pay the
full amount required to be deducted or withheld to the relevant taxation or other
authority within the time allowed for such payment under Applicable Law and shall
deliver to the Bank, as soon as reasonably practicable after it has made such payment to
the relevant authority, a customary evidence of payment to such authority of all amounts
so required to be deducted or withheld in respect of such payment. In the event that
following the imposition of any Tax on any payment by the Company to the Bank in
consequence of which the Company is required, under the preceding provisions of this
clause 17.9, to pay any additional amount in respect thereof to the Bank, and the Bank
has received or been granted a repayment of Tax, or a credit against, or remission for,
or deduction from, or in respect of, any Tax payable by it (any of the aforegoing, to
the extent so reasonably identifiable and quantifiable, being referred to as a
“saving”), the Bank shall, to the extent that it can do so without prejudice to the
relevant saving, and subject to the Company’s obligation to repay the amount to the
Bank, if the relevant saving is subsequently disallowed or cancelled (which repayment
shall be made promptly on receipt of notice by the Company from the Bank of such
disallowance or cancellation), reimburse the Company promptly after receipt of such
saving by the Bank with such amount equal to the lower of: (a) the additional amount
paid by the Company in respect of such Tax under the preceding provisions of this clause
17.9; and (b) the finally determined amount or value of the relevant saving. Nothing in
these Additional Conditions shall interfere with the right of the Bank to arrange its
Tax and other affairs in whatever manner it thinks fit and, in particular, the Bank
shall not be under any obligation to claim relief from Tax on its corporate profits, or
from any similar Tax liability, in respect of the Tax, or to claim relief in respect of
the amount paid by the Company in priority to any other claims, reliefs, credits or
deductions available to it or to disclose details of its Tax affairs. The Bank shall
notify the Company in writing promptly of the receipt by it of any saving and of the
amount or value of such saving. The Bank shall not be required to disclose any
confidential information relating to the organisation or administration of its affairs.
Notwithstanding the foregoing or anything to the contrary in these Additional
Conditions, if the Bank assigns any rights to any bank or financial institution whose
residency for tax purposes, according to Israeli law, is outside of Israel, or sells
participations in relation to the Credit to any third party whose residency for tax
purposes, according to Israeli law, is outside of Israel, pursuant to clause 16.1 above
(any of the foregoing, a “Non-Israeli Lender”) and there is a requirement to withhold
Taxes arising out of or in connection with that Non-Israeli Lender’s assignment or
participation in the Credit or the making or maintaining by such Non-Israeli Lender of
any Advance hereunder, the Company shall not be required to increase the amount of
interest or any other charge payable under these Additional Conditions or any other Loan
Document to off-set the withheld Taxes, provided that the Company shall, when it makes
any payment hereunder, deliver to such Non-Israeli Lender a customary evidence of
payment to such authority of all amounts that have been withheld or deducted from any
payment made by the Company to such Non-Israeli Lender.






	17.10.	 	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.




- 95 -









 




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








	18.	 	General Terms






	 	 	 	The Bank and the Company agree that the General Terms shall apply to the terms and conditions
of the Credit. For the avoidance of doubt, the Bank’s standard General Terms of Operation of
a Current Debit Account (or any similar or successor document used by the Bank from time to
time), as the same may, from time to time, be amended, replaced superseded or otherwise
modified in accordance with the terms thereof, shall not apply to the terms and conditions of
the Credit but shall continue to apply to the terms of any other loan, advance, extension of
credit or other financial accommodation (including, without limitation, the Other Credit)
made, or to be made, by the Bank to the Company (save to the extent as the Company and the
Bank may otherwise agree under the terms of any such other loan, advance, extension of credit
or other financial accommodation).






	19.	 	Notices






	19.1.	 	Notices in Writing






	19.1.1.	 	Notices to be given under these Additional Conditions shall be in writing and may be given
personally, by hand delivery, by facsimile, by letter or by any electronic means, provided
that any Request for Disbursement, notice by the Company to the Bank pursuant to clause 2.6
above or notice to be given under clause 9 above, shall only be given by hand delivery or by
any courier service.
	 
	19.1.2.	 	Any notice to be given to any party hereto must be given during normal business hours of
the recipient to the person and at the address designated below and, if not given during
normal business hours of the recipient, such notice shall be deemed to have been given at the
opening of business on the next Business Day. If notice is sent by facsimile during normal
business hours as aforesaid, it shall be deemed to have been served when automatic facsimile
confirmation from the sending party’s fax machine of receipt by the intended recipient has
been received. If notice is sent by any other electronic means as aforesaid, it shall be
deemed to have been served when sent and receipt has been confirmed by the recipient.
	 
	19.1.3.	 	All requests, notices and other documents to be delivered by the Company pursuant to these
Additional Conditions shall be delivered in the English or Hebrew language and, if the
original of such documents is in another language, shall be delivered together with a
certified translation into Hebrew or English.
	 
	19.1.4.	 	Unless otherwise specified, notices under the General Terms shall be given in accordance
with clause 29 of the General Terms.






	19.2.	 	 Addresses






	 	 	 	Any notices to be given to the Bank or the Company, not given by facsimile
or other electronic means, shall be served personally on the Bank or the
Company, as applicable, by hand delivery or by any courier service or
served by way of prepaid express registered letter (or nearest
equivalent), in each case, to its address given below or to such other
address in Israel as may from time to time be notified for this purpose
and any notices served by letter shall be deemed to have been served
within five (5) Business Days after the time at which such notice was
posted and any notice served personally, by hand delivery or by any
courier service, shall be deemed to have




- 96 -









 




[*] = 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.








	 	 	 	been given when received and, in proving such service, it shall be sufficient to prove that the
notice was proper addressed and posted:





	 	 	 	 	 	 	 

	19.2.1.	 	to the Company at:	 	Gazit-Globe Ltd.
	 	 	 	 	1 Derech Hashalom
	 	 	 	 	Tel-Aviv 67892
	 

	 	 	 	Israel	 	 
	 

	 	 	 	Facsimile:
	 	(+972) (3) 696 1910
	 

	 	 	 	Attention:
	 	Chief Financial Officer
	 

	 	 	 	E-Mail:
	 	[_________________]
	 
	 	 	 	 	 	 
	19.2.2.	 	to the Bank at:	 	Bank Leumi le—Israel B.M.
	 	 	 	 	32 Yehuda Halevi Street
	 	 	 	 	Tel-Aviv 65121
	 

	 	 	 	Israel	 	 
	 

	 	 	 	Facsimile:
	 	(+972) (3) 514 8980
	 

	 	 	 	Attention:
	 	Tal Mandil Oren
	 

	 	 	 	E-Mail:
	 	tal.mandiloren@bankleumi.co.il






Yours faithfully,




Gazit-Globe Ltd.




	 	 	 	 	 
	By:  	
 	 
	 



	 	 	 	 	 
	By:  	
 	 
	 


Agreed and accepted:



Bank Leumi le-Israel B.M.




	 	 	 	 	 
	By:  	
 	 

	 



	 	 	 	 	 
	By:  	
 	 
	 


Certificate



I, the undersigned, [________________], acting as legal counsel to Gazit-Globe Ltd. (the
“Company”), hereby confirm that the Amended and Restated Additional Conditions for Granting Credits
originally made on August 4, 2008, signed by the Company and Bank Leumi le—Israel B.M., was duly
signed by Mr. [_________] and Mr. [_________] on behalf of the Company in accordance with the law,
prior resolutions of the Company and the Memorandum and Articles of Association of the Company and
that their signatures on such document bind the Company for all intent and purposes.




	 	 	 

	Dated: [________________]

	 	(Signature) [_________________________]






- 97 -









 




[*] = 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 A1




Reconciliation of any of EOI’s Financial Statements to IFRS



[Reconciliation to IFRS attached]














 




[*] = 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 A2




Computation of financial ratios set out in clause 9.12, clause 9.13, clauses 9.18 to 9.21

(inclusive) and clause 9.23 and, to the extent applicable, of other amounts and ratios



[Computation of financial ratios attached]














 




[*] = 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 B




Compliance Certificate




	To:  	 	Bank Leumi le—Israel B.M. (“the Bank”)
	 
	From:  	 	Gazit-Globe Ltd. (“the Company”)
	 
	Dated:  	 	[_________]




Dear Sirs,





	Re:  	 	Compliance Certificate pursuant to the Amended and Restated Additional Conditions for Granting Credits
originally made on August 4, 2008 and amended and restated on [_________] (the “Additional
Conditions”)




Terms defined in the Additional Conditions 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 Additional conditions, I, [Name of officer], being the
Chief [Executive/Financial]* Officer of the Company, hereby confirm on behalf
of the Company, in my capacity as Chief [Executive/Financial]* Officer of the
Company and without any personal liability, as follows.





	1.	 	The Shareholders’ Equity of the Company 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 [***] 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] [the Company] [Gazit America]*] [the Supplemental Information
Package]*] [Only insert the following if Corresponding Financial
Statements are to be delivered pursuant to the Additional Conditions] [and, accordingly,
pursuant to the last sentence of clause 15.7 of the Additional Conditions, 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 Additional Conditions; and
(ii) a certificate from the auditor certifying such Corresponding Financial Statements have
been prepared in such manner as aforesaid]*.
	 
	3.	 	The ratio set forth in clause 9.18 of the Additional Conditions 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







 




			
	*	 	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.







	3.2.	 	the aggregate amount of all interest payable (whether or not indeed paid) by: (i) Gazit
Generation, during such period, on the BLUSA Advances; and (ii) the Company, during such
period, on each Advance and any other utilisation of the Credit was USD _________.
	 
	4.	 	The ratio set forth in clause 9.19 of the Additional Conditions 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 Additional Conditions 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 Additional Conditions 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, as of 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 Unconsolidated Affiliates (as such term is
defined in the definition of “EBITDA” in the Additional Conditions) 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.







 




			
	*	 	delete as applicable




- 2 -









 




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







	6.	 	The ratio set forth in clause 9.21 of the Additional Conditions 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 Additional Conditions 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.	 	the Company’s Net Financial Indebtedness was, as of the Computation Date, USD __________; and
	 
	7.2.	 	the Company’s total assets, less deposits of cash and cash equivalents (all as appearing in
the Company’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 Additional Conditions 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.	 	the Company’s Net Financial Indebtedness was, as of the Computation Date, USD __________; and
	 
	8.2.	 	the Company’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 _________.






	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 __________;







 




			
	*	 	delete as applicable




- 3 -









 




[*] = 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.







	10.3.	 	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 the Company and/or the Guarantors and/or the
Guarantor Shareholders and/or Gazit America and/or EOI.
	 
	12.	 	None of the US Guarantors have any Indebtedness other than Permitted Indebtednesses. The
amount of the outstanding Indebtedness of each US Guarantor, as at the Computation Date, under
Subordinated Shareholder Loans is USD _________.
	 
	13.	 	The amount of outstanding Indebtedness of each US 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






- 4 -